Exhibit 10.1 - Manufacturing Agreement


    Exhibit
      10.1


     

    MANUFACTURING
      AGREEMENT

     

    This
      MANUFACTURING AGREEMENT ("Agreement''') is entered into as of this 16th day
      of October, 2006 by and between Sumeeko
      Industries Co., Ltd.,
      a
      Taiwanese corporation with a place of business at 20, Huaxi Road, Ta-Fa
      Industrial District, Kaohsiung County 831, Taiwan, ROC ("Manufacturer"),
Encompass
      Holdings, Inc.,
      a
      Nevada corporation with a place of business at 1005 Terminal Way. Suite 110.
      Reno. Nevada, USA ("Encompass"), and Aqua
      Xtremes, Inc.,
      and
      its subsidiary, Xtreme
      Engines, Inc.,
      each of which is a corporation organized in the State ofNevada, USA,
      with
      a place of business at 1005 Terminal Way, Suite 110, Reno, Nevada. USA
("Purchaser").
      

     

    RECITALS

     

    
      	
            	A.	
              Purchaser
                is engaged in the business of designing, developing, marketing and
                selling
                proprietary private watercraft ("PWC") such as the Xboardt'".
                as
                well as other proprietary products utilizing a rotary engine (the
                "Products"). 

            


    

     

    
      	
            	B.	
              Purchaser
                desires to outsource production of the Products to a manufacturer
                that can
                produce the Products at a quality, price and on delivery terms acceptable
                to Purchaser. 

            


    

     

    
      	
            	C.	
              Manufacturer
                is a manufacturer of PWC and is capable ofproducing Products for
                Purchaser
                at a quality, price and on delivery terms acceptable to Purchaser.
                

            


    

     

    
      	
            	D.	
              Purchaser
                and Manufacturer desire to enter into this Agreement for the purpose
                offormalizing the terms and conditions under which Purchaser agrees
                to
                purchase Products from Manufacturer and Manufacturer agrees to produce
                them for Purchaser. 

            


    

     

    AGREEMENT

     

    NOW.
      THEREFORE, in consideration of the mutual tenns and conditions contained
      in this
      Agreement, the parties hereto agree as follows:

     

    
      	1.	
              DEFINITIONS
                

            


    

     

    
      	
            	1.1	
              "Affiliate
                or Affiliates" shall mean any corporation. film, partnership, or
                other
                entity, whether de jure or de factor, that directly or indirectly
                owns. is
                owned by. or is under common ownership with a party to this Agreement
                to
                the extent of at least 50 percent of the equity having the power
                to vote
                on or direct the affairs of the entity and any person, firm, partnership,
                corporation, or other entity actually controlled by. controlling,
                or under
                common control with a party to this Agreement.


            


    

     

    
      	
            	1.2	
              "Business
                Practices" includes information relating to intellectual property.
                business plans. financial information, Products. services. manufacturing
                

            


    

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    processes
      and methods, costs, sources of supply, advertising and marketing
      plans, customer lists, sales, profits, pricing methods, personnel and
      business relationships. 

     

    
      	
            	1.3	
              "Confidential
                Information" includes, but is not limited to, all information proprietary
                to Purchaser, whether or not reduced to writing or other tangible
                medium
                of expression, and whether or not patented, patentable, capable of
                trade
                secret protection, or protected as unpublished or published work
                under the
                United States COPYIight Act of 1976 as amended. Confidential Information
                also includes information relating to the Intellectual Property and
                Business Practices of Purchaser. Confidential Information also includes
                comparable information that Purchaser may receive or has received
                from
                others Purchaser does business with. Confidential Information does
                not
                include information which (1) was already known to Manufacturer or
                its
                Affiliates prior to the Effective Date, (2) becomes generally available
                to
                the public, other than through a breach ofthis Agreement, or (3)
                is
                furnished to Manufacturer by a third party who is lawfully in
                possession
                of such information and who lawfully conveys this information.
                

            


    

     

    
      	
            	1.4	
              "Effective
                Date" shall mean May 26, 2005. 

            


    

     

    
      	
            	1.5	
              "Forwarder"
                shall mean a freight company designated by Purchaser that shall have
                responsibility for managing all transportation logistics for the
                Products.
                

            


    

     

    
      	
            	1.6	
              "Intellectual
                Property" includes information relating to research and development,
                inventions, discoveries, developments, improvements, methods and
                processes, know-how, drawings, blueprints, specifications, product
                briefs,
                algorithms, computer programs and software, compositions, works,
                concepts,
                designs, ideas, prototypes, models, samples, screens. molds, lists,
                patents, copyrights, trademarks, trade names, trade secrets, formulae,
                writings, notes, and patent, trademark, and copyright applications.
                

            


    

     

    
      	
            	1.7	
              "Molds"
                shall mean all molds, patterns, dies, tools, plates, stamps and all
                related materials used in
                the
                manufacture of the Products or any component thereof.
                

            


    

     

    
      	
            	1.8	
              "Products"
                shall mean the Xboard" PWC as well as other proprietary products
                utilizing
                a rotary engine that Manufacturer is authorized to produce pursuant
                to one
                or more valid written purchase orders or sample request forms from
                Purchaser. 

            


    

     

    
      	
            	1.9	
              "Purchaser
                Assets" shall mean Molds. Trademarks and Confidential Information.
                

            


    

     

    
      	
            	1.10	
              "Trademarks"
                shall mean trademarks, copyrights, trade names, symbols. logos, slogans,
                trade dress, designs. design rights. style names and components thereof.
                now or hereafter owned, licensed or controlled by Purchaser or any
                subsidiaries or affiliates thereof and any other intellectual
                

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    property
      rights which are now or hereafter owned, licensed or controlled by
      Purchaser or which Purchaser has the right to use in connection with
the
      manufacture, use and sale of the Products, together with the goodwill
associated
      therewith.

     

    
      	2.	
              ADDITIONAL
                CONSIDERATION TO TOOL UP MANUFACTURING


            


    

     

    
      	
            	2.1	
              As
                an additional inducement (beyond the prices paid for Products manufactured
                pursuant to this Agreement) for Sumeeko to contribute and make necessary
                investments relating to tooling up a new manufacturing plant to
                manufacture the Products for Purchaser, Encompass shall, immediately
                upon
                execution of this Agreement, issue to Sumeeko a stock certificate
                representing one hundred thousand (100,000) shares of its Series
                C
                preferred stock, which shall be convertible to ten million (10,000,000)
                shares of Encompass's common stock. The conversion of the Series
                C
                preferred shares to common shares shall occur no earlier than one
                year
                from the date this Agreement is executed by the parties and is subject
                to
                the terms and conditions applicable to Encompass's Series C preferred
                stock. 

            


    

     

    
      	
            	2.2	
              Encompass
                hereby agrees to amend its Articles of Incorporation to specify that
                one
                member of its Board of Directors may be designated by Sumeeko.
                

            


    

     

    
      	
            	
              2.3

            	
              Sumeeko
                will have full voting privileges except when it relates to issues
                that are
                related to this contract. 

            


    

    


    
      	3.	
              AGREEMENT
                FOR EXCLUSIVE MANUFACTURE AND
                SUPPLY

            


    

     

    
      	
            	3.1	
              For
                the limited purpose of manufacturing Products exclusively for Purchaser
                as
                provided in the Agreement, Purchaser hereby appoints Manufacturer
                as
                Purchaser's exclusive worldwide manufacturer of the
                Products.

            


    

     

    
      	
            	3.2	
              For
                the limited purpose of manufacturing Products exclusively for Purchaser
                as
                provided in this Agreement, Purchaser hereby grants to Manufacturer
                an
                exclusive, worldwide, non-assignable and revocable license to use
                the
                Trademarks in the manufacturer of the Products.


            


    

     

    
      	
            	3.3	
              Subj
                ect to the terms of this Agreement, Manufacturer shall manufacture,
                pack
                and deliver the Products for sale to Purchaser strictly in accordance
                with
                the processes, specifications, technical information, drawings, samples
                and quality standards furnished or approved in writing by Purchaser.
                The
                Products shall be manufactured for and sold only to Purchaser.
                Manufacturer expressly acknowledges that Purchaser may purchase,
                and shall
                have the right to purchase, the Products from persons other than
                Manufacturer, if Manufacturer is unable to maintain a timely supply
                of
                Products, at a reasonable price, 

            


    

     

    
      	
            	3.3.1	
              For
                purposes of this Section 3.3, the word "timely" shall mean a date
                within
                30 days ofthe Estimated Time of Product Delivery under Section 5.4
                

            


    

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    
      	
            	3.3.2	
              For
                purposes of this Section 3.3, the phrase "reasonable price" shall
                mean a
                price for a Product less than or equal to an amount 100 percent of
                Manufacturer's actual cost of raw materials, labor and administrative
                overhead for the Product plus Manufacturer's average gross profit
                margin
                for all products it manufactures. 

            


    

     

    
      	
            	3.4	
              Manufacturer
                shall only ship the quantity of the Products stipulated in the applicable
                purchase order from Purchaser or such other quantity as may be agreed
                in
                writing by Purchaser and Manufacturer. Each purchase order issued
                by
                Purchaser to Manufacturer shall constitute a separate contract. If
                Manufacturer produces Products at any time in excess of the amounts
                set
                forth in each such purchase order, Manufacturer will notify the Purchaser
                of same. Purchaser may then, at its election, amend said purchase
                order
                and purchase the excess production, or roll into next open purchase
                order.
                If there are no additional open orders a plus or minus 10% quantity
                will
                be accepted. 

            


    

     

    
      	
            	3.5	
              Purchase
                orders typically shall specify an order quantity for a one-year period
                and
                further specify monthly draw down quantities that must be delivered
                against the purchase order ("Monthly Draw Downs"), unless an alternative
                arrangement is made. 

            


    

     

    
      	
            	3.6	
              Manufacturer
                shall not manufacture or supply any Products or goods whatsoever
                using any
                Confidential Information or bearing any of the Trademarks for any
                person
                other than Purchaser. Manufacturer also shall not at any time manufacture
                or sell (or assist others in manufacturing or selling) any Products
                or
                other goods which bear a trademark, trade name, trade dress, logo
                or other
                mark or design which, in the sole opinion of Purchaser, infringes
                or is
                confusingly or deceptively similar to any ofthe Trademarks, or is
                likely
                to be confused with or regarded as similar to the Products or to
                infringe
                any copyright or other intellectual property rights of Purchaser.
                

            


    

     

    
      	
            	3.7	
              The
                Purchaser has the right to inspect the facilities of or review any
                supplier from which any raw material or component used in manufacture
                of
                the Products being purchased. Notwithstanding any such inspection
                or
                review Purchaser or its designees may make of any supplier. Manufacturer
                shall retain sole responsibility for the quality of the Products
                produced
                hereunder. Aqua Xtremes will not circumvent the relationship between
                the
                manufacturer and its' sub-suppliers during the term of this agreement.
                

            


    

     

    
      	4.	
              SAMPLES
                AND INSPECTION 

            


    

     

    
      	
            	4.1	
              During
                the term of this Agreement. Purchaser may request Manufacturer to
                produce
                samples of any new Product to be manufactured and Manufacturer shall
                deliver such samples to Purchaser in accordance with the time schedule
                mutually agreed upon by Purchaser and Manufacturer.
                

            


    

    


    
      	
            	4.2	
              For
                any samples requested by Purchaser, Purchaser shall pay Manufacturer
                the
                actual cost of manufacturing
                such
                samples. 

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    
      	
            	4.3	
              Manufacturer
                shall strictly comply with Purchaser's instructions in the manufacture,
                finishing and packing of samples. 

            


    

     

    
      	
            	4.4	
              Purchaser
                and/or its authorized representative shall have the right at any
                time to
                visit any places under the control of Manufacturer (or its permitted
                sub-contractors) in order to inspect the manufacture of sample Products
                or
                sample Product components. 

            


    

     

    
      	
            	4.5	
              Unless
                and until Purchaser has given written approval for shipment of the
                samples
                following final inspection, or in the event that Purchaser has rejected
                such samples after inspection, Manufacturer will not supply any of
                the
                samples to any person whatsoever at any
                time.

            


    

     

    
      	
            	4.6	
              Any
                new products and or prototypes made by the manufacturer will automatically
                be available to them as an additional product under this agreement.
                

            


    

     

    
      	5.	
              ORDER
                PLACEMENT AND CONFIRMATION PROCEDURES


            


    

    


    
      	
            	5.1	
              Manufacturer
                shall not commence manufacture of a Product until Purchaser has authorized
                production pursuant to a purchase order signed by an authorized
                representative of Purchaser. 

            


    

    


    
      	
            	5.2	
              Manufacturer
                acknowledges that neither Purchaser's receipt nor approval of the
                production confirmation samples nor any other provision contained
                in this
                Agreement shall require Purchaser to place any purchaser order for
                the
                Products. 

            


    

    


    
      	
            	5.3	
              Any
                and all orders for Products shall be made by Purchaser issuing its
                own
                purchase order to Manufacturer, which purchase order shall be in
                the form
                attached hereto as Exhibit A. In the event of any conflict between
                the
                terms of the purchase order and this Agreement, the terms of this
                Agreement shall govern. 

            


    

    


    
      	
            	5.4	
              The
                Manufacturer shall confirm to Purchaser the Estimated Time of Product
                Delivery to designated Forwarder ("ETD") for each Monthly Draw Down
                within
                ten business days of receipt of the purchase order. All terms, other
                than
                the acceptance itself of such purchase order or amendment thereto,
                contained in Manufacturer's order confirmation form, or other document
                used by Manufacturer to communicate its acceptance, shall be subject
                to
                Purchaser's acceptance. Any purchase order or amendment thereto shall
                be
                governed by the terms of this Agreement and such purchase order or
                amendment thereto. 

            


    

    


    
      	
            	5.5	
              Purchaser
                reserves the tight to cancel or change orders up to the date that
                is One
                Hundred Twenty (120) days prior to the confilmed ETD for a Monthly
                Draw
                Down. If Purchaser cancels or changes an order. Purchaser's liability
                shall be limited to the following costs incurred by Manufacturer
                as of the
                date the order is canceled or changed, if any:


            


    

    


    
      	
            	(a)	
              The
                cost of raw materials. 

            


    

     

    
      	
            	(b)	
              The
                cost of work in progress.

            


    

     

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
            	5.6	
              Changes
                and cancellations of orders are subject to the written approval of
                the
                Manufacturer under the following circumstances:


            


    

    


    
      	
            	5.6.1	
              If
                the changes or cancellations change the order quantity by more than
                20
                percent and involve Monthly Draw Downs scheduled between 121 and
                210 days
                after the date ofthe purchase order; or


            


    

    


    
      	
            	5.6.2	
              If
                the changes or cancellations change the order quantity by more than
                50%
                and involve Monthly Draw Downs scheduled between 211 days and 360
                days
                after the date of the purchase order.


            


    

    


    
      	6.	
              PRICE,
                PAYMENT AND INVOICES 

            


    

    


    
      	
            	6.1	
              The
                price for any new Product to be produced by Manufacturer shall be
                agreed
                in writing by Purchaser and Manufacturer prior to issuance of any
                applicable purchase order. After such agreement, the price for that
                style
                of the Product shall remain film and unchanged until otherwise agreed
                upon
                by Purchaser and Manufacturer in writing.


            


    

     

    
      	
            	6.2	
              All
                payments will be in United States Dollars unless otherwise agreed
                by
                Purchaser and Manufacturer in writing.


            


    

     

    
      	
            	6.2.1	
              For
                shipments to the United States, unless otherwise specified in a particular
                purchase order or agreed upon in writing by Purchaser and Manufacturer,
                payment for the Products shall be by wire funds transfer or other
                payment
                method agreed to by the parties within fifteen (15) calendar days
                after
                presentation by Manufacturer ofdocumentation specified in this Subsection
                6.2.1
                and Section 6.4. Manufacturer acknowledges and agrees that documentation
                specified by Purchaser may include an inspection certificate issued
                by
                Purchaser or its designee. 

            


    

     

    
      	
            	6.2.2	
              For
                shipment to countries other than the United States, unless otherwise
                specified in a particular purchase order or agreed upon in writing
                by
                Purchaser and Manufacturer, payment for the Products shall be by
                wire
                funds transfer or other payment method agreed to by the parties within
                seven (7) calendar days after presentation by Manufacturer of
                documentation specified in this Subsection 6.2.2 and Section 6.3.
                Manufacturer acknowledges and agrees that documentation specified
                by
                Purchaser may include an inspection certificate issued by Purchaser
                or its
                designee. 

            


    

     

    
      	
            	6.3	
              Within
                10 days of placing a purchase order, Purchaser shall secure its payments
                under Section 6.2 by having a bank issue a standby letter of credit
                in an
                amount equal to
                three
                months of production which will be monitored and adjusted accordingly.
                Payment shall be made to the manufacturer 10 days after receipt of
                all
                facsimile or electronic applicable 

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    shipping
      documents by the purchaser. The original shipping document will be mail to
      purchaser after manufacturer received all payment. 

     

    
      	
            	6.4	
              Manufacturer
                shall render to Purchaser invoices and other documentation requested
                by
                and acceptable to Purchaser evidencing title and the price of the
                Product.
                Shipment shall also be accompanied by such other documents as may
                be
                required according to instruction of Purchaser for exporting the
                Products
                from the country of origin and thereafter entering it into the commerce
                of
                the destination country. 

            


    

     

    
      	
            	6.5	
              The
                price for any Product as agreed in Section 6.1 is exclusive of applicable
                duties, tariffs, VAT, excise, sales, use and similar taxes. Purchaser
                shall be liable for and pay all such applicable taxes invoiced by
                Manufacturer. 

            


    

     

    
      	
            	6.6	
              Manufacturer
                shall not pay any commission or other form of payment in respect
                to any
                order for the Products to any person without the prior written consent
                of
                Purchaser. 

            


    

     

    
      	7.	
              SHIPMENT,
                DELIVERY AND TITLE

            


    

     

    
      	
            	7.1	
              The
                Products shall be sold CIF destination port designated by Purchaser,
                unloaded. CIF shall mean Cost, Insurance and Freight, as defined
                in
                INCOTERMS 2000 ("INCOTERMS"). Title shall not pass to Purchaser until
                a
                Forwarder's Cargo Receipt has been issued by Purchaser or Purchaser's
                designee, or in the case of airfreight shipments, an air waybill.
                

            


    

     

    
      	
            	7.2	
              Manufacturer
                shall strictly comply with Purchaser's instructions in the manufacture,
                finishing and packing of Products. 

            


    

     

    
      	
            	7.3	
              All
                purchase orders must be delivered to the Purchaser by the mutually
                agreed
                delivery date, as specified in Purchaser's purchase order or delivery
                will
                be considered late. For purchase orders held at Purchaser's request,
                on
                time delivery will be measured by the date originally set for shipment
                and
                wiII
                be
                invoiced as of that date. 

            


    

     

    
      	
            	7.4	
              Manufacturer
                shall immediately notify Purchaser of any event which might delay
                delivery
                of the Products ordered. Manufacturer acknowledges that time is of
                the
                essence. 

            


    

     

    
      	
            	7.5	
              Late
                deliveries will result in one of the following consequences:
                

            


    

    


    
      	
            	(a)	
              Manufacturer
                shall prepare within seven (7) calendar days of the late delivery
                a
                written correction action plan and shall provide a copy of same to
                Purchaser to review and approve. 

            


    

    


    
      	
            	(b)	
              The
                Manufacturer and Purchaser shall discuss and mutually agree upon
                any
                course of action which may incur additional cost in resolving a late
                delivery 

            


    

    


    
      	8.	
              PRODUCTION
                SCHEDULES AND DOCUMENTATION


            


    

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    
      	
            	8.1	
              The
                Manufacturer will follow all shipping and documentation instructions
                from
                Purchaser. 

            


    

     

    
      	
            	8.2	
              The
                Manufacturer will submit all required shipping documents, including,
                but
                not limited to, the Ocean Bill of Lading (or Air Waybill), Commercial
                Invoice, Packing List, and Certificate of Origin. within three business
                days after the Products covered by the purchase order have been shipped.
                

            


    

     

    
      	
            	8.3	
              Purchaser
                or its designee will issue a Certificate of Inspection only if all
                documents submitted are correct and in order. unless Purchaser elects
                to
                waive this requirement. 

            


    

     

    
      	
            	8.4	
              The
                Manufacturer is expected to ship each order complete with the exact
                quantity by size as listed on Purchaser's purchase order.
                

            


    

     

    
      	9.	
              INSPECTIONS
                AND DEFECTIVE PRODUCTS 

            


    

     

    
      	
            	9.1	
              Purchaser
                and Manufacturer acknowledge that the first 5,000 units of Product
                production shall be considered prototypes and involve joint cooperation
                and inspection of all components and finished Products.
                

            


    

     

    
      	
            	9.2	
              For
                units 5,00 I -10,000 of Product production, joint inspection shall
                also
                occur. During production of units 5,00 I -10,000, final Product
                specifications will be certified by Purchaser and Manufacturer, and
                the
                final quality assurance documents will be created and agreed to by
                the
                parties. 

            


    

     

    
      	
            	9.3	
              For
                units 10,001 and beyond: 

            


    

     

    
      	
            	9.3.1	
              Manufacturer
                shall provide Purchaser, or its designees, with access to all paJis
                of
                Manufacturer's factory and any other facilities used by Manufacturer
                for
                production, packaging, storage and delivery of the Products to enable
                Purchaser or its designees to inspect and monitor the manufacture
                of the
                Products. 

            


    

     

    
      	
            	9.3.2	
              Each
                production purchase order will be filled only by Products that meet
                the
                proper specifications outlined in the specification sheets given
                to the
                Manufacturer by Purchaser. The quality standards set forth
                shall
                conform to both the Manufacturers and Purchaser's Quality Assurance
                Manual. 

            


    

     

    
      	
            	9.3.3	
              The
                Purchaser will have an inspector or representative on site at the
                Manufacturer facility during the initial production until the proper
                quality systems are in place and functional. Both the Purchaser and
                Manufacturer will sign off when this requirement has been fulfilled.
                Following this Purchaser inspector. or an inspector designated by
                Purchaser, must sign and issue the Purchaser Final Inspection Report
                for
                each purchase order prior to shipment. The signature by Purchaser
                

            


    

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    or
      its
      designee on the Final Inspection Report shall not constitute
      a waiver of any rights under this Agreement or provided
      by law and shall not bind Purchaser should it subsequently
      determine that the Products do not conform to the quality
      standards or other specifications of the Products. 

     

    
      	
            	9.3.4	
              Immediately
                upon discovery of any defects in the Products non-conformance with
                Purchaser's specifications and/or quality standards, Manufacturer
                shall
                notify Purchaser of such defects, non-conformance or quality problems
                in
                writing. The defective Products shall, at the option of Purchaser,
                be
                destroyed in a manner approved in writing by Purchaser.
                

            


    

     

    
      	
            	9.3.5	
              Manufacturer
                shall provide to Purchaser, on a quarterly basis, a written report
                describing the nonconforming Products produced during that quarter.
                

            


    

     

    
      	
            	9.3.6	
              Purchaser
                reserves the right to claim damages from the Manufacturer on all
                customer
                returned nonconforming Products. This means that any parts within
                the
                product that do not conform to the agreed upon bill of material
                specifications and drawings as required will be considered a
                non-conforming component. Purchaser and Manufacturer shall work to
                improve
                the non-conforming component first before any claim charged to each
                other.
                Part with minor defect but no effect function will not be considered
                a
                non-conforming component. 

            


    

     

    
      	10.	
              WARRANTIES
                AND DEFECTIVE PRODUCTS; INDEMNIFICATION; INSURANCE
                

            


    

     

    
      	
            	10.1	
              Manufacturer
                warrants and represents that the Products: (a) are free from defects
                in
                materials and workmanship, and conform strictly to the approved samples,
                any related Confidential Information and all other applicable
                specification; and (b) contain all warnings necessary for the proper
                and
                safe use of the Products, as provided by the Purchaser.
                

            


    

     

    
      	
            	10.2	
              Manufacturer
                agrees to protect, defend, indemnify and hold Purchaser harmless
                from all
                claims, suits, liabilities, damages and expenses (including attorneys'
                fees) arising from, connected with or related in any way to the
                manufacture of the Products or resulting from the breach of any of
                the
                warranties or representations in this Agreement.
                

            


    

     

    
      	
            	10.3	
              Manufacturer
                agrees to protect, defend, indemnify and hold harmless Purchaser
                from all
                claims, suits. liabilities. damages and expenses (including attorneys'
                fees) arising from, connected with or with respect to violation of
                any
                license. law or regulation by Manufacturer within the county of when
                the
                Products are manufactured. 

            


    

     

    
      	
            	10.4	
              Manufacturer
                further agrees (without limiting any of Manufacturer's obligations
                or
                liabilities under this Agreement) to procure and maintain at
                Manufacturer's sale cost and expense at all times. with a reasonable
                

            


    

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    insurance
      carrier acceptable to Purchaser and in a form acceptable to Purchaser.
      a property insurance policy in an amount equal to the full replacement
      cost of the Molds and equipment which are used to produce the
      Products. 

     

    
      	
            	10.5	
              Manufacturer
                further
                agrees
                (without limiting any of Manufacturer's obligations or liabilities
                under
                this Agreement) to procure and maintain liability insurance with
                limits of
                not less than Two Million United States Dollars (USD $2,000,000)
                combined
                single limit bodily injury and property damage which insurance shall
                have
                an endorsement naming Purchaser as an individual insured, and be
                in a form
                and issued by a company reasonably acceptable to the Purchaser.
                

            


    

     

    
      	
            	10.6	
              Manufacturer
                shall be responsible for Purchaser's losses or damages to Purchaser
                Assets, including damages caused directly or indirectly by employees
                of
                Manufacturer and their agents and including damages caused during
                periods
                of strikes or other labor unrest. 

            


    

     

    
      	
            	10.7	
              The
                warranties and representations of this Section 10 will survive the
                termination of this Agreement with respect to all Products produced
                by
                Manufacturer prior to the termination of this Agreement.
                

            


    

     

    
      	11.	
              MOLDS,
                ETC. 

            


    

     

    
      	
            	11.1	
              Manufacturer
                agrees (i) not to sell, transfer possession or otherwise dispose
                of any
                Mold used in manufacturing the Products without the prior written
                consent
                of Purchaser or its representative. (ii) to use such Molds solely
                for the
                manufacture of the Products ordered by Purchaser, and (iii) not to
                reproduce such molds, unless authorized in writing by Purchaser,
                except
                when reproduction is necessary to manufacture the Products to fulfill
                Purchaser's orders, in which case Manufacturer shall notify Purchaser
                in
                writing. 

            


    

     

    
      	
            	11.2	
              Purchaser
                Assets shall at all times remain the exclusive property of Purchaser,
                and
                Purchaser shall at all times retain all lights in and title to Purchaser
                Assets. At no time may Purchaser Assets be used as collateral or
                security
                by Manufacturer and Manufacturer is expressly prohibited from granting
                any
                mortgage, lien, security, or other interest in Purchaser Assets to
                any
                person or entity, nor may Manufacturer transfer all or any interest
                in or
                license or
                sublicense
                any Purchaser Asset. Under no circumstances shall any Purchaser Assets
                be
                used to satisfy any debts or obligations of the Manufacturer. Manufacturer
                shall be fully responsible for the maintenance and security of Purchaser
                Assets and will use its best efforts to assure that Purchaser Assets
                are
                at all times secure and freely available to Purchaser to use as Purchaser
                may detelmine. Purchaser Assets used by Manufacturer under this Agreement
                shall be deemed to be held in trust for Purchaser.
                

            


    

     

    
      	
            	11.3	
              Manufacturer
                agrees
                that Purchaser and its authorized representatives shall be entitled
                to
                enter upon any premises of Manufacturer where any Purchaser Assets,
                samples. or Products or other property of Purchaser are
                

            


    

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    thought
      to be located and may peaceably recover possession of any such items
      located there, if
      the
      Manufacturer is in breach of any of the terms of this
      Section II. Purchaser acknowledges, however, that possession of certain
      unamortized
      Molds
      financed by Manufacturer, may not be recovered
      by Purchaser unless Purchaser first pays Manufacturer the unamortized
      cost of the Molds paid by Manufacturer. 

     

    
      	
            	11.4	
              Manufacturer
                agrees to comply with Purchaser's Product Costing Procedures (attached
                hereto as Exhibit C), as in effect from time to time (subject to
                change by
                mutual agreement) of the parties. 

            


    

     

    
      	12.	
              TRADEMARKS
                

            


    

     

    
      	
            	12.1	
              Manufacturer
                hereby acknowledges (i) the validity of the Trademarks, (ii)
                that
                Purchaser has at all times had, and shall continue to have, the exclusive
                right, title and interest in and to the Trademarks, (iii) that neither
                this Agreement nor performance of any services by Manufacturer hereunder
                shall confer on Manufacturer by right, title or interest in or to
                the
                Trademarks, and (iv) that Manufacturer does not have any permission
                to and
                will not adopt, use, register, or attempt to register as a trademark,
                trade name, business name or corporate name or part thereof, whether
                during the continuance ofthis Agreement or after its termination,
                any
                word, symbol or emblem cont1icting with or identical or similar to
                any of
                the Trademarks. 

            


    

     

    
      	
            	12.2	
              Manufacturer
                agrees that any use of the Trademarks by Manufacturer shall be to
                the
                advantage of Purchaser. Manufacturer shall not do or cause to be
                done any
                act impairing or likely to impair any part of Purchaser's right,
                title and
                interest in and to the Trademarks, or detrimental to the reputation
                and
                goodwill of Purchaser or the Products.


            


    

     

    
      	
            	12.3	
              Manufacturer
                acknowledges that the sale and/or distribution of the Products and/or
                use
                of any of the Trademarks, except as herein agreed, may result in
                immediate
                irremediable damage to Purchaser, and Manufacturer further acknowledges
                that Purchaser may have no adequate remedy for such damage. In the
                event
                of such failure, Purchaser shall be entitled to equitable relief
                by way of
                temporary, preliminary and permanent injunction.
                

            


    

     

    
      	
            	12.4	
              Manufacturer
                agrees to use its best efforts to protect the Trademarks. If any
                of the
                Trademarks is infringed, Purchaser may take such action as Purchaser
                may
                deem appropriate, and upon request Manufacturer shall at Purchaser's
                expense cooperate fully in any such action. Manufacturer further
                agrees to
                notify Purchaser immediately of any instance in which any person
                other
                than Purchaser requests Manufacturer to manufacture products using
                any of
                the Trademarks or any name, trademark logo or design identical to
                or
                confusingly similar to those used by Purchaser, and of any circumstance
                which suggests that any person may be wrongfully using any such name,
                trademark. logo or design. Manufacturer shall not take any action
                with
                respect to any such request or use unless directed in writing to
                do so by
                Purchaser. 

            


    

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    
      	13.	
              INTELLECTUAL
                PROPERTY 

            


    

     

    
      	
            	13.1	
              All
                Intellectual Property conceived, made, created, developed, or reduced
                to
                practice by Manufacturer (whether alone or with others, whether or
                not
                during normal business hours) in the course of or in connection with
                Manufacturer's performance under this Agreement. shall be the property
                of
                Purchaser. All Intellectual Property shall be Confidential Information.
                Manufacturer
                shall promptly and fully disclose to Purchaser all Intellectual property
                during the term of this Agreement and for one year after the completion
                or
                termination of this Agreement. Manufacturer shall maintain throughout
                the
                term of this Agreement up-to-date notebooks or other records of
                Intellectual Property. Such records shall be considered Confidential
                Information and shall be the sole property of Purchaser.
                

            


    

     

    
      	
            	13.2	
              Manufacturer
                agrees to assign and hereby assigns to Purchaser, without additional
                consideration, Manufacturer's full right, title and interest in and
                to all
                Intellectual Property conceived, made, created, developed, or reduced
                to
                practice by Manufacturer (whether alone or with others, whether or
                not
                during normal business hours) in the course of or in connection with
                Manufacturer's performance under this Agreement. Manufacturer agrees
                not
                to file any patent, trademark, or copyright applications relating
                to the
                Intellectual Property, except with prior written consent of Purchaser.
                To
                the extent applicable, all copyrightable works that Manufacturer
                creates
                and that qualify as Intellectual Property shall be considered "works
                made
                for hire" as defined by the copyright laws of the United States.
                To the
                extent such copyrightable works are not deemed "works made for hire"
                Manufacturer agrees to assign and hereby assigns to Purchaser without
                additional consideration, all copyrights in such copyrightable works.
                Manufacturer agrees that, during the term of this Agreement and subsequent
                to the completion or termination of this Agreement, Manufacturer
                will, at
                Purchaser's request and expense, execute all applications for United
                States and foreign patents, trademarks. copyrights, or other rights,
                and
                will otherwise provide assistance (including but not limited to the
                execution and delivery of instruments of further assurance or
                confirmation) to assign Intellectual Property, copyrights and Trademarks
                to Purchaser and to permit Purchaser to enforce any patents, trademarks,
                copyrights, or other rights in and to Intellectual Property, Manufacturer
                warrants to Purchaser that it shall secure such agreements with its
                employees and/or permitted subcontractors as are necessary to can)'
                out
                the provisions of this Section. 

            


    

     

    
      	
            	13.3	
              Notwithstanding
                Sections 13.1
                and
                13.2,
                Purchaser
                agrees to allow Manufacturer to use Intellectual Property and Confidential
                Information conceived, made. created, developed or reduced to practice
                by
                Manufacturer in the course of or in connection with Manufacturer's
                pcrfonnance under this Agreement, so long as the use of such Intellectual
                Property or Confidential Information is pre-approved in writing by
                Purchaser and Purchaser determines that its use by Manufacturer would
                not
                be detrimental to Purchaser. 

            


    

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    
      	14.	
              CONFIDENTIAL
                INFORMATION AND NON-DISCLOSURE


            


    

     

    
      	
            	14.1	
              Manufacturer
                acknowledges that during the course of its relationship, Purchaser
                may
                disclose or Manufacturer may learn of Purchaser's Confidential
                Information. Manufacturer agrees to take reasonable steps to protect
                Purchaser's Confidential Information. Manufacturer agrees to not:
                (
                1) use, except as required by the normal and proper course of performing
                under this Agreement, (2) disclose, (3) copy, or (4) allow access
                to,
                Purchaser's Confidential Information without the express prior written
                consent of Purchaser. These restrictions will continue to apply as
                long as
                the confidential nature of the information is maintained.
                

            


    

     

    
      	
            	14.2	
              Manufacturer
                shall make its employees, agents, principals, and independent contractors
                aware of the confidentiality obligations of this Agreement and
                Manufacturer shall require its employees, agents, principals, and
                independent contractors to execute confidentiality agreements in
                form and
                substance satisfactory to Purchaser undertaking an obligation of
                confidentiality comparable to that provided in this Agreement.
                

            


    

     

    
      	
            	14.3	
              Manufacturer
                agrees to return to Purchaser promptly upon the termination of this
                Agreement, or at any other time when requested, Purchaser's property,
                including but not limited to all Confidential Information, media
                containing such Confidential Information and copies thereof.
                

            


    

     

    
      	
            	14.4	
              Manufacturer
                (including its principals and employees) represents and warrants
                that
                entering into and performing under this Agreement does not conflict
                with
                any prior obligation to third parties. Manufacturer agrees not to
                disclose
                to or use on behalf of the other, any confidential or proprietary
                information belonging to a third party (including prior employers,
                employees and customers) unless written authorization from the third
                party
                is first obtained in form and substance satisfactory to Purchaser.
                

            


    

     

    
      	15.	
              NONCIRCUMVENTION
                COVENANT 

            


    

     

    Manufacturer
      acknowledges that Purchaser intends to resell the Products they order
      to
      customers of Purchaser. Manufacturer further acknowledges that Purchaser
      would suffer material and irreparable injury if Manufacturer were to
sell
      the
      Products to customers of Purchaser or any affiliate of such customers.
Manufacturer
      therefore agrees not to engage in any sales activities with any customers
      of Purchaser or any affiliate of such customers during the term this
Agreement
      remains in etTect and or for a period of three (3) years thereafter.


    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    
      	16.	
              FORCE
                MAJEURE, ETC. 

            


    

     

    If
      Manufacturer is materially inhibited from performing any of its obligations
      under this Agreement by act of God or governmental action, Manufacturer shall
      immediately notify Purchaser, giving full particulars of the circumstances
      in
      question. Manufacturer shall then be relieved of the liability to Purchaser
      for
      failure to perform such obligations but shall nevertheless use its best efforts
      to resume full performance thereof without avoidable delay. 

     

    
      	17.	
              TERM
                AND TERMINATION 

            


    

     

    
      	
            	17.1	
              This
                Agreement is effective as of the Effective Date and shall continue
                in full
                force and effect until terminated by any party as provided in this
                Agreement. Sections 1,9-13,17-19,21-22,26,28 and 30-31 shall survive
                any
                termination of this Agreement. 

            


    

     

    
      	
            	17.2	
              Purchaser
                or Manufacturer shall have the right to terminate this Agreement
                and any
                purchase order for cause at any time by giving thirty (30)
                days' notice in writing to Manufacturer or Purchaser (or immediately
                as
                provided in Section 16.2 (iii)) if any ofthe following events occur:
                

            


    

    


    
      	
            	(i)	
              if
                Manufacturer or Purchaser commits a significant breach of any of
                the terms
                of this Agreement and fails toremedy the same within Sixty (60) days
                of
                being notified by the other party of the breach;
                

            


    

    


    
      	
            	(ii)	
              If
                Manufacturer shall sell or transfer a significant portion of its
                assets,
                or if any person competing or likely to compete with the Products
                acquires
                direct or indirect control of Manufacturer or Purchaser;
                

            


    

    


    
      	
            	(iii)	
              Immediately
                upon filing or petitioning by Manufacturer or Purchaser or its creditors
                or any other eligible party for Manufacturer's or Purchaser's liquidation,
                bankruptcy, reorganization, compulsory composition, or dissolution,
                or if
                Manufacturer or Purchaser is unable to pay any debts as they become
                due or
                has explicitly or implicitly suspended payment of any debts as they
                become
                due (except debts contested in good faith), or if any assignment
                is made
                for the benefit of Manufacturer's or Purchaser's creditors, or if
                a
                trustee or receiver has been appointed for Manufacturer or Purchaser
                or
                any of its assets. or if the creditors of Manufacturer have taken
                over its
                management, or if any relevant financial institutions have suspended
                Manufacturer's or Purchaser's clearing house privileges. or if any
                material or significant part of Manufacturer's or Purchaser's undertaking,
                property, or assets shall be intervened in, expropriated, or confiscated
                by action of any government. 

            


    

    


    
      	18.	
              CONSEQUENCES
                OF TERMINATION 

            


    

    


    
      	
            	18.1	
              On
                the termination of the Agreement for any reason, Manufacturer shall
                immediately: 

            


    

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
            	(i)	
              Stop
                manufacturing, distributing, selling or in any way dealing with any
                Products bearing the Trademarks, or any carton, container, packing
                or
                wrapping material, or advertising, promotional, or display material
                pertaining thereto. except as consented to by Purchaser in writing;
                and
                

            


    

    


    
      	
            	(ii)	
              Upon
                receipt of a written request from Purchaser promptly sell to Purchaser,
                at
                the Manufacturer's cost, raw materials, packing materials or components
                and semi-finished Products held by or on behalf of Manufacturer or
                under
                the control of Manufacturer at the date of termination.
                

            


    

    


    
      	
            	18.2	
              Sixty
                (60)
                days
                before the expiration of this Agreement and/or five (5)
                days
                after Manufacturer's receipt of notice of earlier termination,
                Manufacturer shall furnish Purchaser with a statement showing the
                number
                and description of the Products in its possession or under its control.
                Purchaser reserves the right to take a physical inventory of the
                Products
                to verify such inventory and Manufacturer agrees to allow Purchaser's
                authorized representatives on its premises to carry out such inventory.
                This right shall also extend for 90 days beyond the termination of
                this
                Agreement. Such physical inventory may be undertaken during regular
                business hours by Purchaser without advance notice to Manufacturer.
                

            


    

    


    
      	
            	18.3	
              Upon
                termination of this Agreement, all Molds and equipment shipped in
                and used
                in the manufacturing of the Products shall be deemed owned by Purchaser,
                and Purchaser has the right upon giving reasonable notice to take
                possession of such Molds and equipment. Purchaser acknowledges, however,
                that possession of certain unamortized Molds financed by Manufacturer,
                may
                not be recovered by Purchaser unless Purchaser first pays Manufacturer
                the
                unamortized cost of the Molds paid by Manufacturer.
                

            


    

    


    
      	
            	18.4	
              The
                termination of this Agreement shall not affect the respective rights
                and
                liabilities of each of the parties hereto which accrued prior to
                such
                termination. Notwithstanding Section 17.1 above, after the termination
                of
                this Agreement, if Purchaser so elects, the parties shall continue
                to be
                bound by the terms herein until Manufacturer completes any outstanding
                Purchase order(s) which had commenced prior to the notice of Termination,
                

            


    

    


    
      	19.	
              COMPLIANCE
                WITH LOCAL LAWS; CHINA
                FACTORIES

            


    

     

    Manufacturer
      warrants that all manufacturing processes used by Manufacturer during
      the term of this Agreement shall be in full compliance with all applicable
      laws
      and
      regulations then in force at the place of manufacture. Whenever registration
      or recordal of this Agreement with governmental or other authorities
is
      required to preserve the rights of Purchaser, Manufacturer shall give prompt
      notice
      to
      Purchaser of such requirement and shall cooperate with them in effecting
such
      registration or recordal. Manufacturer agrees to submit to applicable
authorities
      a letter of authorization or other form as required by the laws and


    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    regulations
      of China. Purchaser will provide the letters of authorization to all such
      Manufacturers. 

     

    
      	20.	
              CURRENCY
                

            


    

     

    All
      payments required under this Agreement shall be made in United States Dollars
      ("USD"). 

     

    
      	21.	
              NOTICES
                

            


    

     

    All
      notices to be sent to any party shall be in writing and either is (i) e-rnailed
      to the following e-mail addresses; (ii) dispatched by telefax, or (iii) mailed
      by Federal Express prepaid to the parties at the following street addresses:
      

     

    

      
        	
                If
                  to Manufacturer:

                 

                Alex
                  Chen

                Chief
                  Executive Officer

                Sumeeko
                  Industries Co., Ltd.

                20,
                  Huaxi Road

                Ta-Fa
                  Industrial District

                Kaohsiung
                  County 831

                Taiwan,
                  ROC

                Fax:
                  886 7 788 7668

                E-mail:
                  alex@sumeeko.com

              	
                If
                  to Purchaser:

                 

                Arthur
                  Robins

                Chief
                  Executive Officer

                Aqua
                  Xtremes, Inc.

                1005
                  Terminal Way, Suite 110

                Reno,
                  NV 89502

                USA

                Fax:
                  561.431.8274

                e-mail:
                  arobins@aquaxtremes.com

              


      

    

     

    or
      to
      such other address as may have been notified in writing by one party to the
      other in accordance with this Section. Any notice sent bye-mail or telefax
      shall
      be deemed received on the following business day in the location of the
      recipient. Any notice sent by airmail shall be deemed to have been received
      fifteen (15) days after mailing. 

     

    
      	22.	
              ASSIGNMENT
                

            


    

     

    Neither
      party may assign in whole or in part its rights or obligations hereunder to
      the
      other party without the prior written consent of the other party. 

     

    
      	23.	
              NO
                PARTNERSHIP OR AGENCY 

            


    

     

    Nothing
      in this Agreement shall be deemed to constitute a partnership between the
      parties or to make Manufacturer an agent of Purchaser for any purpose.
      Manufacturer shall have no authority to bind Purchaser or to contract in the
      name of or create any liability of Purchaser. 

     

    
      	24.	
              SUB-CONTRACTORS
                

            


    

     

    Manufacturer
      agrees that it shall be responsible for the actions or omissions to act of
      any
      sub-contractor used by it in connection with any of the Products or with
      satisfying any of Manufacturer's responsibilities under this Agreement.


    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    
      	25.	
              WAIVER

            


    

     

    The
      failure of any party to enforce any term or provision hereof shall not be
construed
      to be a waiver of such term or provision and shall in no way affect the
right
      of
      such party thereafter to enforce such term or provision or any other term
or
      provision hereof

     

    
      	26.	
              GOVERNING
                LAW, ARBITRATION 

            


    

     

    This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      and under the laws of the State ofNevada, USA. Ifa dispute arises under this
      Agreement or with respect to its interpretation or enforcement, it shall be
      decided finally by three arbitrators in an arbitration proceeding conducted
      in
      accordance with the rules of the American Arbitration Association applicable
      to
      commercial arbitrations. The arbitrators shall be appointed as follows: one
      by
      Purchaser, one by Manufacturer, and the third by said two arbitrators, or if
      they cannot agree, then the third arbitrator shall be appointed by the American
      Arbitration Association. The arbitration shall take place in Reno. Nevada and
      the decision of a majority of the arbitrators shall be conclusively binding
      upon
      the parties and final, and shall be enforceable as a judgment in any court
      of
      competent jurisdiction. Each patty shall pay the expenses of its arbitrator,
      witnesses, and counsel. and the expenses of the third arbitrator shall be shared
      equally, unless otherwise directed in the discretion of the arbitrators. This
      Agreement and/or any judgment or arbitration decision arising therefrom shall
      be
      valid or enforceable in the USA or Manufacturer's home country or in any other
      country where Manufacturer its Affiliates or their assets may be located,
      without further defense or set-off of any kind that might be available under
      local law or otherwise. 

     

    
      	27.	
              FURTHER
                REPRESENTATIONSAND
                WARRANTIES 

            


    

     

    Each
      party represents and warrants to the other that: (a) it has full power and
      authority
      to enter into and to discharge its responsibilities under this Agreement,
(b)
      that
      if it has not affixed its corporate seal hereto, it is not required to do so
      under applicable law in order that this Agreement be fully binding thereon
      and
      (c) the making and performance of this Agreement does not violate any applicable
      provision of law or violate any other agreement to which it is a party.


     

    
      	28.	
              ENTIRE
                AGREEMENT 

            


    

     

    This
      Agreement and the Exhibits attached hereto contain the entire understanding
      of
      the parties and supersede all prior written and oral agreements. understandings
      or commitments made by the parties with respect to the subject matter hereof.
      If
      any provision of this Agreement shall be found void or unenforceable under
      the
      laws of any jurisdiction, such provision shall be re-written such that it will
      be enforceable to the maximum extent possible under such laws. Any such
      invalidity or unenforceability shall not affect the remaining provisions of
      the
      Agreement or the interpretation of this Agreement under the laws of any other
      jurisdiction. 

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    
      	29.	
              AMENDMENT
                

            


    

     

    This
      Agreement may be amended only in a writing signed by both parties. 

     

    
      	30.	
              HEADINGS/COUNTERPARTS
                

            


    

     

    The
      section headings in this Agreement are solely for the purpose of aiding in
      the
      location of subject matter and shall not be given any weight in its
      construction, This Agreement may be executed in one or more counterparts, all
      of
      which shall be deemed originals. 

     

    Facsimile
      transmission of any signed original document, and retransmission of any signed
      facsimile transmission, will be the same as delivery of an original. At the
      request of any party, the parties will confirm facsimile transmitted signatures
      by signing an original document. 

     

    
      	31.	
              GOVERNING
                LANGUAGE 

            


    

     

    The
      Agreement has been written and executed in English. In the event any translation
      of this Agreement into another language is made, the English language version
      of
      this Agreement shall govern in case of any conflict. 

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this MANVFACTVRING AGREEMENT as
      of
      the date first above written. 

     

    

      
        	
                ENCOMPASS
                  HOLDINGS, INC.

                 

                By:
                  /s/ Arthur
                  Robins                       
                  

                Arthur
                  Robins

                Chief
                  Executive Officer

                 

                EXTREME
                  ENGINES, INC.

                 

                By:
                  /s/ Arthur
                  Robins                       
                  

                Arthur
                  Robins

                Chief
                  Executive Officer

              	
                SUMEEKO
                  INDUSTRIES CO., LTD.

                 

                By:
                  /s/ Alex
                  Chen                              
                  

                Alex
                  Chen

                Chief
                  Executive Officer

                 

                AQUA
                  XTREMES, INC.

                 

                By:
                  /s/ Arthur
                  Robins                              

                Arthur
                  Robins

                Chief
                  Executive Officer

              


      

    

    


    
      
        
          
          

        

        
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    EXHIBIT
      A 

    FORM
      OF AQUA XTREMES, INC. PURCHASE ORDER

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B 

    PRODUCTION
      STANDARDS

     

    

      Non-Discrimination.
        Purchaser will seek business partners that do not discriminate in hiring
        and
        employment practices on grounds of race, color, national origin, gender,
        religion, or political or other options.

      


      Working
        Hours/Overtime.
        Purchaser will seek business partners who do not require more than 60 hour
        work
        weeks on a regularly scheduled basis, except for appropriately compensated
        overtime in compliance with local laws, and we will favor business partners
        who
        use 48 hour work weeks as their maximum normal requirements.

      


      Forced
        or Compulsory Labor.
        Purchaser will not work with business partners that use forced or other
        compulsory labor, including labor that is required by means of political
        coercion or as punishment for holding or for peacefully expressing political
        views, in the manufacture of its Products. Purchaser will not purchase materials
        that were produced by forced prison or other compulsory labor and will terminate
        business relationships with any sources found to utilize such
        labor.

      


      Fair
        Wages.
        Purchaser will seek business partners who share our commitment to the betterment
        of wage and benefit levels that address the basic needs of workers and their
        families so far as possible and appropriate in light of national practices
        and
        conditions. Purchaser will not select business partners that pay less than
        the
        minimum wage required by local law or that pay less than prevailing local
        industry practices (whichever is higher).

      


      Child
        Labor.
        Purchaser will not work with business partners that use child labor. The
        term
        "child" generally refers to a person who is less than 14 years of age, or
        younger than the age for completing compulsory education if that age is higher
        than 14. In countries where the law defines "child" to include individuals
        who
        are older than 14, Purchaser will apply that definition.

      


      Freedom
        of Association.
        Purchaser will seek business partners that share its commitment to the right
        of
        employees to established and join organizations of their own choosing. Purchaser
        will seek to assure that no employee is penalized because of his or her
        non-violent exercise of this right. Purchaser recognizes and respects the
        right
        of all employees to organize and bargain collectively.

      


      Safe
        and Healthy Work Environment.
        Purchaser will seek business partners that strive to assure a safe and healthy
        workplace and that do not expose workers to hazardous
        conditions.
 

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