**Exhibit
        10.J**
 
 **Distribution
        Rights Agreement**
 
 
 **AGREEMENT** (the
“Agreement”) dated as of April 1, 2006, by and between ABMS Health Care Pvt.
        Ltd. (hereinafter referred to as ABMS) having its principal offices at 61-B
        Kasturba Nagar, Bhopal 462024 (Madhya Pradesh) India and **SEYCHELLE
        ENVIRONMENTAL PRODUCTS INC.** (“SEYCHELLE”),
        having its principal offices at 33012 Calle Perfecto, San Juan Capistrano,
        CA
        92675.
 
 **WHEREAS** ,
        ABMS
        now desires to be designated by SEYCHELLE as a distributor within India of
        the
        water filtration products manufactured and sold by SEYCHELLE which products
        are
        described on Exhibit “A” hereto (and are each herein referred to individually as
        a “PRODUCT” and, collectively, as the (“PRODUCTS”), and thereby to have and hold
        the right to distribute and sell each of the PRODUCTS within India during
        the
        time periods provided herein; and
 
 WHEREAS,
        ABMS now desires to set up a manufacturing operation in India to make certain
        of
        Seychelle’s PRODUCTS: and
 
 **WHEREAS,** SEYCHELLE is willing to designate and empower ABMS as a distributor and
        manufacturer of the PRODUCTS in India on the terms and conditions and set
        forth
        herein.
 
 **NOW
        THEREFORE** ,
        in
        consideration of the mutual covenants herein contained, and for other and
        good
        and valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereto, intending to be legally bound hereby, agree
        as
        follows:
 
 **1.** **Grant
        of Distribution Rights** **.**
 
 A.
            SEYCHELLE
                hereby grants to ABMS the right to distribute and sell each of the
                PRODUCTS within India on an on-going basis, and for a minimum of
                ten (10)
                years. B.
            ABMS
                shall have the right of first refusal to handle sales of any third
                party
                orders provided that they can meet the terms and conditions of such
                a
                transaction within thirty (30) days of receipt of
                order. C.
            ABMS
                shall have the right to represent itself as a distributor for each
                of the
                PRODUCTS within India in printed communications, public marketing
                and
                promotional materials and in any discussions with private parties
                or
                governmental agencies within India.   **2.**  **Obligations
        of ABMS as Distributor.**
 
 **A.**
            In
                consideration of the grant of Distribution Rights made to ABMS in
                Section
                1., above, ABMS hereby agrees that it will undertake, at its own
                reasonable expense and using reasonable best efforts, to obtain all
                necessary governmental licenses, permits and approvals required to
                allow
                the sale of the PRODUCTS within India prior in each case to its
                commencement of distribution and sale activities of that PRODUCT
                in India. 
 B.
            In
                addition, ABMS agrees that it will use reasonable best efforts, at
                its own
                expense, to open distribution channels for each of the PRODUCTS within
                the
                private, governmental, education and military sectors within
                India. 
 C.
            ABMS****shall
                be exclusively responsible for all sales, promotion and marketing
                expenses
                relating to its distribution and sale of PRODUCTS in India. 
 D.
            ABMS
                covenants and agrees that it will not distribute or resell any PRODUCTS
                purchased directly from SEYCHELLE, or manufactured by ABMS in India,
                other
                than in India, without first advising SEYCHELLE of its intention,
                and
                receiving SEYCHELLE’S prior written approval to do
                so. 
 **3.**  **Obligations
        of ABMS as Manufacturer.**
 
 The
        intent of this Agreement is to enter into a business relationship whereby
        manufacturing for the PRODUCTS is done in India exclusive of SEYCHELLE’S
        proprietary filters, ozone reactors, Ultra Filtration (UF) membranes, and
        Vending Machines (which will be covered by a separate Agreement). This is
        further covered in **Section
        5,** below
        ( **Understanding
        The Business Relationship** ).
        In the
        event that ABMS purchases PRODUCTS from SEYCHELLE which are manufactured
        in the
        USA, the following applies:
 
 
 A. **Price
        of PRODUCTS to ABMS:**
 
 (i)
        SEYCHELLE hereby agrees to sell to ABMS, on presentment of written purchase
        orders therefore, such quantity or quantities of each PRODUCT as AMBS shall
        request, in each case at the per unit price for such PRODUCT established
        by
        SEYCHELLE from time to time for purchase orders based upon current OEM pricing.
        (A schedule of such prices as currently offered by SEYCHELLE is annexed as
        Exhibit “B” hereto.) In addition, SEYCHELLE agrees to afford to ABMS the benefit
        of any volume discount(s) offered to any SEYCHELLE customers with respect
        to
        each PRODUCT on a “most favored nation” basis.
 
 (ii)
        ABMS
        shall be responsible for all costs of shipping the purchased PRODUCTS from
        point
        of manufacture.
  **B.**  **Commitment
        to Supply Products:** SEYCHELLE represents and agrees that SEYCHELLE will use all commercially
        reasonable efforts to manufacture and deliver any PRODUCTS ordered by ABMS
        on a
        priority basis, but in all events in a timely fashion.
 
 **C.
        AMBS as a Manufacturer:** SEYCHELLE
        will help ABMS set up local manufacturing under the terms and conditions
        set
        forth in EXHIBIT “C.”
 
 
 **4.**  **Further
        Covenants.**
 
 The
        parties hereto understand and agree that their mutual cooperation will be
        important and integral to the success that ABMS may achieve in opening sales
        and
        distribution channels for the PRODUCTS in India. Accordingly:
 
 A.
        SEYCHELLE hereby covenants and agrees that it shall cooperate with marketing,
        sales, public relations and other personnel of ABMS in support of it’s efforts
        to manufacture, distribute and sell PRODUCTS in India.
 
 B.
            SEYCHELLE
                further covenants and agrees that, at ABMS’s request, upon reasonable
                advance notice, SEYCHELLE shall make available a representative of
                its
                senior management who will travel to India, for a period of up to
                one (1)
                week, to promote the PRODUCTS and support ABMS’s sales and distribution
                efforts at the start of our business relationship. ABMS will be solely
                responsible for all expenses of such travel (including, but not limited
                to, airfare (business class), hotel accommodations, local transportation
                and meals), but will not be required otherwise to compensate SEYCHELLE
                for
                the time or participation of its representative in such
                visits. 
 
 C.
            ABMS
                covenants and agrees that it shall bear its own expenses in the
                performance of its duties hereunder. 
 **5.**
            **Understanding
                the Business Relationship.****ABMS**and SEYCHELLE agree to enter into this Agreement for the purpose
                of
                manufacturing and distributing the PRODUCTS in India and its sub-continent
                and in other such regions where there may be non-conflicting business
                opportunities. 
 For
        Vending Machines, the parties agree to detail the terms and conditions in
        a
        separate Agreement, with the intent to manufacture and distribute them in
        India
        with an ownership split of 60% to ABMS and its investors, and 40% to SEYCHELLE.
 
 **6.** **Termination
        of the Agreement**
 
 If
        the
        parties to this Agreement shall at any time commit any breach of any provision,
        covenant or condition of this Agreement, and shall fail to remedy such within
        ninety (90) days of written notice by the other party, that party shall be
        in
        material breach of this Agreement. In such an event, the non-breaching party
        may
        at its option, and without limitation, cancel and terminate this Agreement
        by
        notice in writing to such effect and claim damages owing to it.
 
 For
        purposes of this Agreement, “breach” shall be defined as:
 
 **FOR**  **ABMS:**
 
 
 1.
              Failure
                  to perform any obligations under this
                  Agreement.
 2.
              Is
                  declared insolvent or bankrupt or makes a bankruptcy filing or
                  an
                  assignment or similar arrangement for the benefit of its creditors
                  or
                  ceases active business operations.
 3.
              Attempting
                  to copy any or all SEYCHELLE technologies with the idea of competing
                  directly against SEYCHELLE, or avoiding any payments due
                  SEYCHELLE.
 
 **FOR**  **SEYCHELLE:**
 
 1.
            Willfully
                refuses or is unable to supply filters or technology as set forth
                in this
                Agreement. 2.
            Failure
                to perform any other obligations or covenants set forth in this
                Agreement. 
 
 **7.** **Indemnification.**
 
 A.
        SEYCHELLE warrants and represents to ABMS that (i) SEYCHELLE has full power
        and
        authority to grant the Distribution and Manufacturing Rights to ABMS, (ii)
        no
        approval or consent of any third party is required to enable SEYCHELLE to
        make
        such grant or for ABMS thereupon to be entitled to exercise the full rights
        and
        benefits intended thereby, and (iii) the grant thereof will not breach any
        license, patent or other right or agreement to which SEYCHELLE is a party
        with
        respect to SEYCHELLE’S rights and authority to manufacture and sell each of the
        PRODUCTS.
  B.
        SEYCHELLE shall defend and indemnify ABMS and hold its members, managers,
        officers, employees and agents harmless against all claims and losses (including
        reasonable attorney’s fees and costs incurred in investigating or defending
        against any such claims) suffered by ABMS in connection with or as a result
        of a
        breach of the representation and warranty made by SEYCHELLE in subsection
        A.
        above.
 
 C.
        Conversely, ABMS agrees that it shall defend and indemnify SEYCHELLE and
        hold
        its, managers, officers, employees and agents harmless against all claims
        and
        losses (including reasonable attorney’s fees and costs incurred in investigating
        or defending against any such claims) suffered by SEYCHELLE in connection
        with
        or as a result of the gross negligence, misrepresentation, or willful misconduct
        of ABMS or its personnel in the performance of ABMS’s duties hereunder.
 
 D.
        SEYCHELLE further shall defend and indemnify ABMS and hold its members,
        managers, officers, employees and agents harmless against all claims and
        losses
        (including reasonable attorney’s fees and costs incurred in investigating or
        defending against any such claims) suffered by ABMS in connection with or
        as a
        result of any claim of breach of implied warranty or of product liability
        with
        respect to any PRODUCT manufactured by SEYCHELLE, purchased by ABMS and
        thereafter distributed. ****
 
 **8.** **Miscellaneous
        Provisions.**
 
 A. **Modification:** No
        modification, waiver or amendment of any term or condition of this Agreement
        shall be effective unless and until it shall be reduced to writing and signed
        by
        both of the parties hereto or their legal representatives **.**
 
 B. **Waiver:** Failure
        by either party at any time to require performance by the other party or
        to
        claim a breach of any term of this Agreement will not be construed as a waiver
        of any right under this Agreement, will not affect any subsequent breach,
        will
        not affect the effectiveness of this Agreement or any part thereof, and will
        not
        prejudice either party as regards any subsequent action.
 
 C. **Severability:** If
        any
        term or provision of this Agreement should be declared invalid by a court
        of
        competent jurisdiction, the remaining terms and provisions of this Agreement
        shall be unimpaired.
 
 D. **Complete
        Agreement:** This
        Agreement constitutes the entire Agreement between the parties with respect
        to
        the subject matter hereof and supersedes in all respects all prior proposals,
        negotiations, conversations, discussions and agreements between the parties
        concerning the subject matter hereof.
 
 E. **Assignment:** This
        Agreement may not be assigned, in whole or in part, by either party hereto
        without prior written consent shall not be unreasonably withheld.
 
 F. **Governing
        Law**
 This
        agreement shall be constituted according to the laws of India as the entire
        manufacturing process and the establishment of units and the distribution
        and
        sale of the PRODUCTS are subjected to India and its sub-continent. In case
        of
        any dispute between the parties, the same shall be referred to an Independent
        Arbitrator appointed with the mutual consent of the parties and the place
        of
        arbitration would be in Mumbai (India) and the provisions of the Arbitration
        and
        Reconciliation Act, 1996 would be applicable to the proceedings before the
        Arbitrator and the decision of the Arbitrator shall be binding on both the
        parties.
 
 G. **Compliance
        with Laws:** The
        parties hereto represent and agree each for itself that they and their
        respective employees, agents and subcontractors will comply with all applicable
        local laws, ordinances, regulations and codes in the performance of their
        respective services, duties and obligations under this Agreement.
 
 H. **Force
        Majeure:** Either
        party is excused from performance and shall not be liable for any delay in
        performance or delivery or for non-performance or non-delivery, in whole
        or in
        part, caused by the occurrence of any contingency beyond the control of the
        parties including, but not limited to, work stoppages, fires, civil
        disobedience, riots, rebellions, accident, explosion, flood, storm, acts
        of God
        and similar occurrences. Either party may terminate or suspend its obligations
        under this Agreement if such obligations are prevented by any of the above
        events to the extent such events are beyond the reasonable control of the
        party
        whose reasonable performance is prevented.
 
 I. **Counterparts:** This
        Agreement may be executed in counterparts each of which shall be deemed an
        original, but all of which together shall constitute one and the
        same.
 
 J. **Notices:** All
        notices to be given and payments to be made to ABMS hereunder shall be sent
        to
        ABMS 61-B Kasturba Nagar, Bhopal 462024 (Madhya Pradesh), India attention:
        Mr.
        Sarang Bhand, Director. All notices to SEYCHELLE, to be made hereunder shall
        be
        given or made to SEYCHELLE at 33012 Calle Perfecto, San Juan Capistrano,
        CA
        92675. Attention: Mr. Richard Parsons, Executive VP. All notices shall be
        sent
        by registered or certified mail or by a nationally recognized overnight delivery
        service and shall be deemed to have been given at the time such notice is
        received.
 
 **8.** **Survival
        Provisions.**
 
 The
        terms
        and provisions of the Agreement that by their sense and context to survive
        the
        performance hereof by either party or by other parties hereto shall so survive
        the completion of performance and termination of this Agreement, including
        without limitation the making of any and all payments due hereunder unless
        otherwise noted.
 
 **9.****Confidentiality.**
 
 A.
        The
        information furnished or disclosed by either party to the other in connection
        with this Agreement and the performance of the respective party’s services,
        duties and obligations hereunder, may contain or reflect confidential
        information with respect to the business operations and practices of the
        parties, any selling properties and/or buying sponsors (“Confidential
        Information”). Confidential Information furnished by either party to the other
        shall be used exclusively and only in connection with this
        Agreement.
 
 B.
        The
        parties hereto acknowledge and agree that the unauthorized disclosure of
        use of
        any Confidential Information may cause immediate and irreparable injury to
        the
        party which has disclosed that Confidential Information to the other party,
        injury which can not be adequately compensated by monetary damages. Accordingly,
        each party hereto authorizes the other party to seek any temporary or permanent
        injunctive relief necessary to prevent such disclosure or use, or threat
        thereof. Further, each party hereto consent to the jurisdiction of any federal
        or state court sitting in the State of California for purposes of any suit
        seeking such injunctive relief, and consents to the service of process therein
        by certified or registered mail, return receipt requested.
 
 
 
 **ACCEPTED
        AND AGREED TO:**
 
 **ABMS**
 
 By:
        ________________________     Date
        ___________________
 Sarang
        Bhand, Director
  
 **SEYCHELLE**
 
 By:
        _________________________    Date:
        ___________________
 Richard
        Parsons, Executive VP
 
 
 
 
 
 **EXHIBIT
        “A”**
 
 The
        PRODUCTS covered by this Agreement include, but are not limited to, the
        following:
 
 **For
        Local Manufacturing:**
 
 -
            Portable
                filter bottles (Flip Top and Bottoms Up) -
            Portable
                canteens 
 **For
        Importing:**
 
 -
            In-line
                hydration filters and packs -
            Pure
                water bags and pumps -
            Shower
                filters -
            Countertop
                filter systems -
            Pitchers -
            Straws 
 **Note:** PRODUCTS
        noted as imports may later be included for local manufacturing.
 
 
 **EXHIBIT
        “B”**
 
 
 ABMS
        purchase of PRODUCT from SEYCHELLE will be priced as follows:
 
 
 **1.**
            **Portable
                Bottles** 
 **-** Flip
        Tops
        (Advanced Filters- no sleeves): $6.00
 -
        Flip
        Tops with sleeve: 6.25
 -
        Bottoms
        Up and Canteens “same as above”
 
 Pricing
        of other products will be covered by separate correspondence as
        needed.
 
 **2.**
            **Advanced
                Filters** 
 **Quantity
        Pricing**
 
 1
        to
        149,999 $2.75
 150,000
        to 249,999 2.50
 250,000
        plus 2.25
 
 **3.**
            **Terms
                and Conditions** 
 -
            FOB
                our plant in San Juan Capistrano, CA. -
            Payment
                in US dollars. -
            Prices
                subject to change with sixty (60) days written
                notice. -
            Irrevocable
                Letters of Credit written as follows: release of 50% of the funds
                to
                SEYCHELLE upon the placement of the order; 50% released by the Bank
                upon
                presentation of Bill of Lading and all other documents when shipment
                is
                released by SEYCHELLE to the freight
                forwarder. 
 
 **EXHIBIT
        “C”**
 
 
 SEYCHELLE
        will help ABMS set up manufacturing in India as follows:
 
 **1.**
            **Payment** 
 SEYCHELLE
        will be paid $250,000 (US) for setting up local manufacturing for
        ABMS.
 
 
 **2.**
            **Payment
                Schedule** 
 Payments
        will be as follows:
 
 -
            $150,000
                when molds are ordered. -
            $100,000
                when SEYCHELLE personnel deliver the molds and work with ABMS to
                set up
                assembly (approximately 45 to 60 days
                later). -
            Both
                payments are to be wire transfers. 
 **3.**
            **Products** 
 PRODUCTS
        will be the Flip Top, Bottoms Up and Military Style Canteen.
 
 **4.**
            **Plan
                detail**. 
 A.
            SEYCHELLE
                will order (and pay its suppliers cash up front) molds
                for: 
 -
            **Flip
                Top Bottle**:
                which consists of a bottle and cap (cap, mouthpiece, gasket, stem
                for
                filter and O-ring). This consists of 5 molds. -
            **Bottoms
                Up Bottle**:
                which consists of a bottle and cap (same as Flip Top) as well as
                filter
                stem extender and bottom cap (tether, tether insert, cap, gasket,
                and
                plastic Chlorine tablet housing). This consists of a total of 11
                molds - 6
                for the top assembly, and 5 for the bottom cap. -
            **Military
                Canteen**:
                which consists of a bottle, cap (pull top and screw-in filter for
                replacement) poppett top and male adapter. This will be a total of
                3
                molds. -
            **Check
                Valve:**if
                we supply these out of China, they are at $.12
                each. 
 B.
            India
                manufacturing capability. 
 Prior
        to
        ordering molds, SEYCHELLE will need to understand the injection and blow
        molding
        capability of manufacturing companies in India to insure compatibility with
        the
        molds before manufacturing. SEYCHELLE will work with ABMS to search out and
        set
        up local sourcing if necessary.
 
 When
        SEYCHELLE orders the molds, SEYCHELLE will also order jigs, tooling (such
        as
        fixtures for putting on sleeves), hot pots for filter gluing and bulk glue
        (SEYCHELLE uses a special blend).
 
 C.
            Timetable 
 Upon
        receipt of order and payment, the molds will be ordered and delivery should
        be
        in 45 days. It will take an additional 15 days to tune the tooling to insure
        that the finished product meets production specifications.
 
 As
        the
        molds are being made, SEYCHELLE will work with ABMS personnel to set up assembly
        operations in your facility. This will include storage, product picking,
        inventory control, training, assembly (SEYCHELLE will provide a detailed
        plant
        layout), quality control and shipping. This should commence in the first
        45 days
        which means that ABMS will have to build the infrastructure beforehand.
        SEYCHELLE will send to India its Operations Manager for this purpose. SEYCHELLE
        will pay for his salary and transportation, and we ask that ABMS pay for
        his
        room and board.
 
 D.
            Getting
                started. 
 Recognizing
        that the above may well take 90 days to execute, SEYCHELLE will send to ABMS
        parts and filters for 5,000 Flip Tops and 5,000 canteens (or whichever ABMS
        wants) at SEYCHELLES cost so that assembly can begin (with all of the above
        details) and sales can be “jump started.” This will enable ABMS to serve some of
        ABMS’S customers without typical “start-up” worries and help train ABMS
        production and management people in the product line.