Exhibit 10.S


    Exhibit
      10.S

    


    Distribution
      Rights Agreement

    


    


    AGREEMENT
      (the
“Agreement”) dated as of October 16, 2006, by and between FOOD for HEALTH Intl.
      (hereinafter referred to as “FH”) having its principal offices at 1509 North
      Technology Way, Orem, UT 84097 and SEYCHELLE
      ENVIRONMENTAL PRODUCTS INC. (hereinafter
      referred to as “SEYCHELLE”), having its principal offices at 33012 Calle
      Perfecto, San Juan Capistrano, CA 92675.

    


    WHEREAS,
      FH now
      desires to be designated by SEYCHELLE as a distributor of certain of the water
      filtration products manufactured and sold by SEYCHELLE under the Aqua Gear
      brand
      name 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 THE TERRITORY during the time periods provided herein;
      and

     

    WHEREAS,
      SEYCHELLE is willing to designate and empower FH as a distributor of the
      PRODUCTS in THE TERRITORY on the terms and conditions as 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 FH the right to distribute and sell each of the
                PRODUCTS
                within THE TERRITORY for a period of ten (10) years. The Agreement
                may be
                extended by the mutual consent of both
                parties.

            


    

    
      	 	
              B.

            	
              The
                Distribution Rights are granted on a non-exclusive basis for a six
                (6)
                month period from the date of this Agreement. However, SEYCHELLE
                agrees to
                put forth best efforts not to interfere with FH’s sales programs, and will
                not directly or indirectly call on customers identified in Exhibit
                “C”.

            


    

    
      	 	
              C.

            	
              It
                is anticipated that bottle sales volume at the end of the six month
                period
                will be at a run rate of approximately 100,000 units per
                month.

            


    

    
      	 	
              D.

            	
              At
                the conclusion of six months, the parties agree to discuss exclusivity
                for
                all sales in THE TERRITORY, by product and distribution channel,
                based
                upon mutually agreed upon performance requirements. Exclusivity will
                not
                be unreasonably withheld by SEYCHELLE.


            


    

    
      	 	
              E.

            	
              FH
                shall have the right to represent itself as a distributor for each
                of the
                PRODUCTS within THE TERRITORY in printed communications, public marketing,
                promotional materials and in any discussions with private parties
                or
                governmental agencies.

            


    

     

    2. Obligations
      of FH as Distributor

    


    
      	 	
              A.

            	
              In
                consideration of the grant of Distribution Rights made to FH in Section
                1., above, FH hereby agrees that it will undertake, at its own reasonable
                expense and using its best efforts, to open distribution channels
                for each
                of the PRODUCTS, set forth in Exhibit “A”, within all applicable major
                distribution channels including retail, military, and governmental.
                

            


    

    
      	 	
              B.

            	
              FH
                shall be exclusively responsible for all sales, promotion, advertising,
                creative and marketing expenses relating to its distribution and
                sale of
                the PRODUCTS. 

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      
        
          3. 
            Price of Products to FH

        

      



    
      	 	
              A.

            	
              SEYCHELLE
                hereby agrees to sell to FH, on presentment of written purchase orders
                therefore, such quantity or quantities of each PRODUCT as FH shall
                request, in each case at the per unit price for such PRODUCT established
                by SEYCHELLE covered in Exhibit “B” annexed
                hereto

            


    

    


    
      	 	
              B.

            	
              FH
                shall be responsible for all costs of shipping the purchased PRODUCTS
                from
                point of manufacture (domestic or international).
                

            


    

    


    
      	 	
              C.

            	
              The
                Terms of Sale are set forth in Exhibit “B” annexed
                hereto.

            


    

     

    


    4. The
      Territory

    


    THE
      TERRITORY is the United States and Mexico. Other countries may be added at
      the
      mutual consent of both parties

    


    


    5.
      Termination
      of the Agreement

    


    Either
      party may terminate this Agreement with sixty (60) days written notice to the
      other. However, both parties agree to be bound by all obligations incurred
      prior
      to the termination of the Agreement including any and all payments outstanding.
      

     

    


    6.
      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 and governed according to the laws of the State
      of California. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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 FH hereunder shall be sent to
      FOOD For HEALTH Intl., 1509 North Technology Way, Orem, UT 84097 attention:
      Mr.
      Frank Taylor, Director of Operations. 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. Carl Palmer, President and CEO. 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. 

    


    


    
      	 	 	
              7.
                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:

    


    FOOD
      for HEALTH 

     

     

    
      By:
        /s/Mark R. McDougal_____        Date:
        October 16, 2006

                      
        Mark
        R.
        McDougal, Vice President

       

      


      SEYCHELLE
        

      


      By:
        /s/ Carl Palmer__________       Date:
        October 16, 2006

           
        Carl Palmer, President and CEO 

      




    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

    


    The
      PRODUCTS covered by this Agreement include, but are not limited to, the
      following:

     Aqua
      Gear Brand

    


    
      	 	
              -

            	
              18oz
                Portable filter bottle - Sport (regular and special
                sleeve)

            


    

    
      	 	
              -

            	
              18oz
                Portable filter bottle - Sport (twin
                pack)

            


    

    
      	 	
              -

            	
              24oz
                Portable filter bottle - Adventurer

            


    

    
      	 	
              -

            	
              30oz
                Portable filter bottle - Explorer

            


    

    
      	 	
              -

            	
              30oz
                portable canteen

            


    

    
      	 	
              -

            	
              Pure
                Water Straw

            


    

    
      	 	
              -

            	
              Bottled
                water cap filter system

            


    

    
      	 	
              -

            	
              Hydration
                backpack

            


    

    
      	 	
              -

            	
              Pitcher

            


    

    
      	 	
              -

            	
              Pure
                water pump

            


    

    
      	 	
              -

            	
              Redi
                Chlor chlorine tablets

            


    

    
      	 	
              -

            	
              In-line
                filters

            


    

    
      	 	
              -

            	
              All
                replacement filters

            


    

    


    


    EXHIBIT
      “B”

    


    


    FH
      purchases of PRODUCT from SEYCHELLE will be priced as follows:

    


    
      	 	
              3.

            	
              Portable
                Bottles

            


    

    


    The
      18oz
      portable Sport bottle for the FH preparedness pack is $5.50 (which includes
      chlorine tablets). There is no filter replacement.

    


    
      	 	
              4.

            	
              All
                Other Seychelle Products

            


    

    


    
      	 	
              -

            	
              18oz
                Portable filter bottle w/chlorine tablets - Sport - $8.00 ea.or $16.00
                twin pack

            


    

    
      	 	
              -

            	
              24oz
                Portable filter bottle - Adventurer -
                $8.38

            


    

    
      	 	
              -

            	
              30oz
                Portable filter bottle - Explorer -
                $10.48

            


    

    
      	 	
              -

            	
              30oz
                Portable canteen - $8.38

            


    

    
      	 	
              -

            	
              Pure
                water straw - $6.38

            


    

    
      	 	
              -

            	
              Bottled
                water cap filter system - $4.18

            


    

    
      	 	
              -

            	
              Water
                pitcher - $20.00

            


    

    
      	 	
              -

            	
              Pure
                Water pump - $9.95

            


    

    
      	 	
              -

            	
              Hydration
                backpack, Redi-Chlor tablets, in-line filters and replacement filters
                -
                prices to be determined.

            


    

    


    Note:
      Prices are for product only, in bulk quantities. Special packaging requirements
      are additional. 

    


    
      	 	
              5.

            	
              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.

            


    

    
      	 	
              -

            	
              Payment
                terms: 50% cash down with order - 50% Net 30 days after
                shipment.

            


    

    
      	 	
              -

            	
              Special
                terms for individual customers can be agreed upon by the mutual consent
                of
                both parties as needed. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    EXHIBIT
      “C”

    


    


    The
      current and prospective customers of FH that are subject to the non-contact,
      non-solicit clause contained in this Agreement are:

    


    
      	 	
              -

            	
              Costco
                - and all Costco affiliates and entities such as Costco.com,
                etc.

            


    

    
      	 	
              -

            	
              Sams’s
                Club

            


    

    
      	 	
              -

            	
              WalMart

            


    

    
      	 	
              -

            	
              B.J.’s

            


    

    
      	 	
              -

            	
              Walgreen’s