Northwest/Southwest XXXX Midwest XXX Northeast XXXX Southeast XXXXX

Exhibit 10.1A

		234 Ninth Avenue North		T  206 ###-###-####
		Seattle, WA		F  206 ###-###-####
		98109		www.jonessoda.com

“CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT, AS INDICATED BY “XXX” PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT THAT HAS BEEN FILED SEPARATELY WITH THE SEC”

January 21, 2006

Lars P. Nilsen

5225 Filbert Lane

Bow, WA 98232

Dear Lars:

I am pleased to offer you the position of Executive Vice-President Sales, for Jones Soda Co. This offer is subject to a final interview with Al Rossow in Boston.

Your success in this role will be based on managing and increasing our existing business in the DSD Channels, as well as growing of DTR business. The DTR national house accounts are currently being managed and are not included in your area of responsibility. The development and launch of our brands into the XXX of the United States, is a factor in the companies plans in 2005 and 2006. We are also expecting that you review and work with our current sales team, so that they can utilize your skill and professionalism.

In addition, your success will be based on you achieving these sales while ensuring that total sales expenses for the company are at or below that which we have budgeted. As you know Jones Soda has worked very hard over the last few years to add controls in the Sales department in the area’s SG&A. We expect that you maintain all current controls and procedures with respect to: Slotting, Trade marketing, and Salaries and Wages with in the sales department.

Our 2006 New Distributors goals are set at XXX; this goal is based on territory voids and does not include replacement of existing distributors.

The break down for new DSD by regional territory is as follows:

Northwest/Southwest XXXX

Midwest XXX

Northeast XXXX

Southeast XXXXX

The goal for new retailers within our current and XXX markets vary by region, however we realize that new retailers will assist in process of adding new XXX therefore cannot be ignored.

Our Goal for National Accounts for 2006 is XX more and XXX for 2007.

Breakdown of sales between XXX and XXX is currently at XXX vs. XXX respectively our goal for 2006 is XXX - XXX (excluding XXX XXXX and XXXXXXXx).

Travel we expect that you spend at least XXX weeks on the road meeting distributors, retailers and evaluating our sales team, and XXX days a week in the Seattle offices when not traveling.

Company Goals

Company Revenue Goal for XXX is $XXXXXXX

XXX and XXX goal is to increase by XXX over 2005 Sales (XXXX) on existing product line.

XXX based on XXX and XXX to increase to between XXX plus cents (XXXXXXXXXXX)

The areas that you will be responsible for are summarized as follows:

“Certain information has been omitted from this page, as indicated by “XXX”, pursuant to a request for confidential treatment that has been filed separately with the SEC”

You will report directly to myself, Chief Executive Officer on the strategy to launch and/or expand the XXX and XXX regions, and with respect to any and all financial decisions for the Company you will also work closely with the companies Chief Financial Officer.

Your compensation will be as follows:

“Certain information has been omitted from this page, as indicated by “XXX”, pursuant to a request for confidential treatment that has been filed separately with the SEC”

You will be required, as a condition of your employment with Jones Soda Co., to sign the company’s Confidentiality Agreement. Your employment with Jones Soda Co. will be “at will,” meaning that either you or the company will be entitled to terminate your employment at any time and for any reason, with or without cause.

By signing this letter, you represent that you are under no contractual commitments inconsistent with your obligations to Jones Soda Co.

If you have any questions on the above, please give me a call at your convenience.

If you are in agreement with the above, please confirm below.

Sincerely,

Jones Soda Co.

Per:

CEO

Finance Approval