Exhibit 10

                            GESTION ANDRE LEROUX INC.

                                     - and -

                              RUSTICO CAPITAL INC.

                                     - and -

                              9089-0260 QUEBEC INC.

                                     - and -

                                  LISE TANGUAY

                                     - and -

                                  RICHARD DUBE

                                     - and -

                                   DEAN KELLEY

                                   as Vendors



                                     - and -

                          GLACIER WATER SERVICES, INC.

                                  as Purchaser



--------------------------------------------------------------------------------



                            SHARE PURCHASE AGREEMENT


                                 October 7, 2005


<PAGE>


                                TABLE OF CONTENTS

Title                                                                       Page
-----                                                                       ----

ARTICLE 1      INTERPRETATION..................................................2
  1.1    Definitions...........................................................2
  1.2    Construction..........................................................9
  1.3    Certain Rules of Interpretation.......................................9
  1.4    Computation of Time...................................................9
  1.5    Performance on Business Days.........................................10
  1.6    Currency and Payment.................................................10
  1.7    Accounting Terms.....................................................10
  1.8    Schedules............................................................10

ARTICLE 2      PURCHASE AND SALE OF PURCHASED SHARES..........................11
  2.1    Purchase and Sell....................................................11
  2.2    Purchase Price Allocation............................................11
  2.3    Payment of Purchase Price............................................11
  2.4    Adjustment to the Adjustment Amount based upon the Indebtedness
          and the Closing Working Capital.....................................12
  2.5    Payment of the Adjustment to the Initial Payment.....................12
  2.6    Letters of Credit....................................................14

ARTICLE 3      CLOSING ARRANGEMENTS...........................................14
  3.1    Closing..............................................................14
  3.2    Vendors' Closing Deliveries..........................................14
  3.3    Purchaser's Closing Deliveries.......................................15
  3.4    Purchaser's Conditions...............................................16
  3.5    Vendors' Conditions..................................................18

ARTICLE 4      REPRESENTATIONS AND WARRANTIES.................................19
  4.1    Representations and Warranties of the Vendors........................19
  4.2    Representations and Warranties of the Purchaser......................33
  4.3    Survival of Representations, Warranties and Covenants of
          the Vendors.........................................................34
  4.4    Survival of the Representations, Warranties and Covenants of
          the Purchaser.......................................................35

ARTICLE 5      INDEMNIFICATION................................................35
  5.1    Indemnification by the Vendors.......................................35
  5.2    Indemnification by the Purchaser.....................................36
  5.3    Obligation to Reimburse..............................................36
  5.4    Notice of Claim......................................................37
  5.5    Direct Claims........................................................37
  5.6    Third Party Claims...................................................37
  5.7    Settlement of Third Party Claims.....................................38
  5.8    Co-Operation.........................................................39
  5.9    Gross-up.............................................................39


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<PAGE>

  5.10   Franchise............................................................39
  5.11   Set off..............................................................39

ARTICLE 6      COVENANTS OF THE PARTIES.......................................40
  6.1    Public Announcements.................................................40
  6.2    Expenses.............................................................40
  6.3    Assumed Liabilities..................................................40
  6.4    Due Diligence Review.................................................40
  6.5    Release of Suretyship (Guarantee)....................................40
  6.6    Termination of the Consulting Agreement signed by Mr.
          Mathieu Dube........................................................41

ARTICLE 7      GENERAL........................................................42
  7.1    No Third Party Beneficiary...........................................42
  7.2    Entire Agreement.....................................................42
  7.3    Non-Merger...........................................................42
  7.4    Time of Essence......................................................42
  7.5    Amendment............................................................43
  7.6    Waiver of Rights.....................................................43
  7.7    Jurisdiction.........................................................43
  7.8    Governing Law........................................................43
  7.9    Notices..............................................................43
  7.10   Assignment...........................................................45
  7.11   Further Assurances...................................................45
  7.12   Severability.........................................................46
  7.13   Successors and Assigns...............................................46
  7.14   Counterparts.........................................................46
  7.15   Effective Date.......................................................46
  7.16   Language.............................................................46




                                       ii
<PAGE>

SHARE PURCHASE AGREEMENT dated October 7, 2005

BETWEEN:       GESTION  ANDRE LEROUX INC.,  a business  corporation  constituted
               under the laws of the Province of Quebec,  having its head office
               at 1992 Jean-Paul Riopelle Street, Longueuil, Quebec, J4N 1P6;

               (hereinafter "Gestion Leroux")

AND:           RUSTICO CAPITAL INC., a business  corporation  constituted  under
               the   laws  of   Canada,   having   its  head   office   at  4842
               Sainte-Catherine West Street, Westmount, Quebec, H3Z 1T1;

               (hereinafter "Rustico")

AND:           9089-0260 QUEBEC INC., a business  corporation  constituted under
               the laws of the  Province  of Quebec,  having its head  office at
               1072 Richelieu Street, St-Marc-sur-Richelieu, Quebec, J0L 2E0;

               (hereinafter "9089")

AND:           Ms. LISE TANGUAY,  businesswoman,  domiciled and residing at 1042
               Charcot Street, Condo #406, Boucherville, Quebec, J4B 8R4;

               (hereinafter "Tanguay")

AND:           Mr.  RICHARD  DUBE,  businessman,  domiciled  and residing at 954
               Arthur Buies Street, Sainte-Julie, Quebec, J3E 4V3;

               (hereinafter "Dube")

AND:           Mr.  DEAN  KELLEY,  businessman,  domiciled  and  residing at 505
               St-Alexandre Street, apt. 40, Longueuil, Quebec, J4G 3G3;

               (hereinafter "Kelley")

AND:           GLACIER WATER SERVICES,  INC., a business corporation constituted
               under the laws of the State of  Delaware,  USA,  having  its head
               office at 1385,  Park Center  Drive,  Vista,  California,  92081,
               United States;



<PAGE>

RECITALS:

WHEREAS Bi-Eau Pure has wound-up all of its assets into B.P. Water which assumes
also all of the liabilities and obligations of Bi-Eau Pure pursuant to the terms
of the wind-up agreement dated October 3rd, 2005;

WHEREAS   Gestion  Bi-Eau  Pure  inc.  /  Bi-Eau  Pure   Management   inc.  (the
"Corporation") is a corporation  resulting from the amalgamation of B.P. Water ,
Sagard and SDLT;

WHEREAS,  the Vendors together own 100% of the issued and outstanding  shares in
the capital of Corporation;

WHEREAS,  the  Corporation  is engaged in the  business  of  providing  water to
consumers  through  self-service  vending  machines in the Canadian  market (the
"Business"); and

WHEREAS,  the Purchaser  desires to purchase and the Vendors desire to sell 100%
of the issued and outstanding  shares of the Corporation,  all on and subject to
the terms set forth in this Agreement;

THE PARTIES AGREE AS FOLLOWS:

                                   ARTICLE 1
                                 INTERPRETATION

1.1  Definitions

     In this  Agreement,  including the Recitals to this  Agreement,  unless the
     context otherwise requires:

     (1)  "Affiliate",  with  respect to the  relationship  between  two or more
          corporations,   has  the  meaning  attributed  to  "affiliated  bodies
          corporate"  under the Canada Business  Corporations Act as of the date
          of this Agreement and, with respect to the relationship between two or
          more  Persons  (including  corporations),  a Person is deemed to be an
          Affiliate of another  Person if one of them is controlled by the other
          or if both are controlled by the same Person,  and  "Affiliated" has a
          corresponding meaning.

     (2)  "Agreement"  means  this  share  purchase  agreement,   including  all
          Schedules to this share purchase agreement, as amended,  supplemented,
          restated  and  replaced  from  time  to time in  accordance  with  its
          provisions.

     (3)  "Applicable  Law"  means (a) any  domestic  or  foreign  statute,  law
          (including common and civil law), code, ordinance,  rule,  regulation,
          restriction or by-law (zoning or otherwise); (b) any judgement, order,
          writ,  injunction,  decision,  ruling, decree or award; any regulatory
          policy,  practice or guideline;  or (c) any permit of any Governmental
          Authority,  binding  on or  affecting  the Person  referred  to in the
          context  in which  the term is used or  binding  on or  affecting  the
          property of that Person.


                                       2
<PAGE>

     (4)  "Approvals"     means    franchises,     licences,     qualifications,
          authorizations,  consents,  certificates,  registrations,  exemptions,
          waivers, filings, grants, notifications,  privileges,  rights, orders,
          judgements,  rulings,  directives,  permits,  and  other  permits  and
          approvals.

     (5)  "Assets" means all of the assets,  properties,  goodwill and rights of
          every  kind  and  description,   moveable  and  immoveable,  real  and
          personal,   tangible  and  intangible,   wherever  situated,   of  the
          Corporation.

     (6)  "Base Financial Statements" has the meaning attributed to that term in
          Section 4.1(28).

     (7)  "Bi-Eau Pure" means  9161-1293  Quebec Inc.  formerly known as Gestion
          Bi-Eau Pure Inc.

     (8)  "Books and Records" means all books, records,  files and papers of the
          Corporation,  including computer programs  (including source codes and
          software programs), computer manuals, computer data, financial and tax
          working papers, financial and tax books and records, business reports,
          business plans and projections, sales and advertising materials, sales
          and purchases records and  correspondence,  trade  association  files,
          research  and  development  records,   lists  of  present  and  former
          customers and suppliers,  personnel and employment records, minute and
          share  certificate  books,  and  all  copies  and  recordings  of  the
          foregoing.

     (9)  "B.P.  Water" means  formerly B.P.  Water  Treatment  Warehouse  Inc.,
          continued as of October 3, 2005 into the Corporation.

     (10) "Business" has the meaning attributed to that term in the Recitals.

     (11) "Business Day" means any day, except  Saturdays and Sundays,  on which
          banks are generally  open for business in Montreal,  Canada and in Los
          Angeles, California, United States of America.

     (12) "Charter  of the  French  Language"  means the  Charter  of the French
          Language, R.S.Q., chapter C-11, as amended from time to time.

     (13) "Claim" means: (a) any suit, action,  dispute,  investigation,  claim,
          arbitration,  order, summons,  citation,  directive,  ticket,  charge,
          demand or prosecution, whether legal or administrative;  (b) any other
          proceeding;  or (c) any appeal or  application  for review;  including
          before or by any Governmental Authority.

     (14) "Closing" means the completion of the Transactions.

     (15) "Closing  Date"  means  October  7th,  2005 or such other date for the
          Closing as the Parties may agree.


                                       3
<PAGE>

     (16) "Closing Financial  Statements" means the audited financial statements
          of the  Corporation  prepared in  accordance  with GAAP for the period
          commencing on February 1, 2005 and ending on the Closing Date.

     (17) "Closing  Working  Capital" means, as of the Closing Date, the current
          assets  of  the  Corporation  minus  the  current  liabilities  of the
          Corporation,  in each case determined in accordance with GAAP, applied
          consistently with the financial statements of Bi-Eau Pure for the year
          ended January 31st, 2005. For greater  certainty,  the Closing Working
          Capital  shall be  calculated  as  specified  in Schedule 2.5 attached
          hereto.

     (18) "Constating Documents" means, with respect to any Person, its articles
          or   certificate  of   incorporation,   amendment,   amalgamation   or
          continuance,  memorandum of association, letters patent, supplementary
          letters patent,  by-laws,  partnership  agreement,  limited  liability
          company agreement or other similar document.

     (19) "Contract" means any agreement,  contract,  indenture,  lease, deed of
          trust, licence, option,  undertaking,  promise or any other commitment
          or obligation, whether oral or written, express or implied, other than
          a permit.

     (20) "Corporation" has the meaning attributed to that term in the Recitals.

     (21) "Direct  Claim"  has the  meaning  attributed  to that term in Section
          5.4(1).

     (22) "Creditors":  means collectively Banque Laurentienne du Canada, Banque
          de Developpement du Canada, Investissement Quebec and Caisse Populaire
          Desjardins de l'Ouest de Longueuil;

     (23) "Domain  Names" means  computer  addresses  for a reserved site on the
          Internet.

     (24) "Employment  Agreement"  means the Employment  Agreement to be entered
          into between Stephane Dube and the Corporation on the Closing Date.

     (25) "Encumbrance" means any hypothec, pledge,  encumbrance,  lien, charge,
          mortgage, title retention agreement,  security interest of any nature,
          adverse claim, exception, reservation,  easement, right of occupation,
          option,  right of  pre-emption,  privilege  or any  matter  capable of
          registration  against  title  or any  Contract  to  create  any of the
          foregoing.

     (26) "Environmental  Laws"  means  all  applicable  statutes,  regulations,
          ordinances,  by-laws,  and  codes  in  existence  in  Canada  (whether
          federal,  provincial  or  municipal)  relating to the  protection  and
          preservation  of the  environment,  occupational  health  and  safety,
          product safety, product liability or Hazardous Substances.

     (27) "Financial  Statements"  has the  meaning  attributed  to that term in
          Section 4.1(28).

     (28) "GAAP" means generally accepted  accounting  principles in effect from
          time to time in Canada.


                                       4
<PAGE>

     (29) "Governmental  Authority"  means  any  federal,   provincial,   state,
          territorial,   local,   regional,   municipal,   or  other   political
          jurisdiction,  and  any  agency,  authority,  instrumentality,  court,
          tribunal, board, commission, bureau, arbitrator,  arbitration tribunal
          or other tribunal, or any  quasi-governmental or other entity, insofar
          as it exercises a legislative,  judicial, regulatory,  administrative,
          expropriation  or  taxing  power  or  function  of  or  pertaining  to
          government.

     (30) "Hazardous   Substances"  means  any  material,   waste  or  substance
          (including,  without limitation, any product) that may or could pose a
          hazard to the environment or human health or safety including, without
          limitation,  any  contaminant,  toxic  substance,  dangerous  goods or
          pollutant or any other  substance  which when  released to the natural
          environment  is likely to cause,  at some  immediate  or future  time,
          material harm or  degradation  to the natural  environment or material
          risk to human health as the whole is regulated under any laws or court
          orders.

     (31) "Immoveable Property" means the immoveable property of the Corporation
          and any  title or  interest  therein,  all of which are  described  in
          Schedule 4.1(16) attached hereto.

     (32) "Indebtedness"  means, as of the Closing Date, any indebtedness of the
          Corporation,  whether having a maturity of greater than,  less than or
          equal to one year,  as determined  in  accordance  with GAAP,  applied
          consistently with the financial statements of Bi-Eau Pure for the year
          ended  January  31st,  2005,  with  the  exception  of the  Term  Loan
          Agreement related to the Immoveable Property, the redeemable preferred
          shares,  the Line of Credit and the Consulting  Agreement entered into
          as of January 1st, 2001 between Bi-Eau Pure and  Mr.Mathieu  Dube. For
          greater certainty,  Indebtedness  includes only the debts mentioned in
          Schedule   2.5   attached   hereto   as  well  as  any  debt  owed  to
          Investissement  Quebec and Banque Laurentienne du Canada guaranteed by
          hypothec on the Inmmoveable Property.

     (33) "Indemnified  Party  " has the  meaning  attributed  to  that  term in
          Section 5.3.

     (34) "Indemnifying  Party"  has the  meaning  attributed  to  that  term in
          Section 5.3.

     (35) "Intellectual  Property"  means all trade marks,  trade names,  domain
          names,  business names,  patents,  inventions,  know-how,  copyrights,
          industrial  designs and all other industrial or intellectual  property
          owned or used by the Corporation in carrying on the Business in Canada
          and all applications  therefore and all goodwill connected  therewith,
          including  all  licences and all like rights used by or granted to the
          Corporation in connection with the Business and all rights to register
          or otherwise apply for the protection on any of the foregoing.

     (36) "Interim Financial Statements" has the meaning attributed to that term
          in Section 4.1(28).


                                       5
<PAGE>

     (37) "IP  License"  means any option,  license,  or  agreement  of any kind
          relating to the exercise,  use,  non-use,  registration,  enforcement,
          non-enforcement  of or remuneration for any  Intellectual  Property or
          Software.

     (38) "Knowledge" of a Person means the knowledge of such Person,  after due
          inquiry, or, 2in the case of a corporate entity, such knowledge, after
          due  inquiry,  of its chief  executive  officer and any other  officer
          responsible for the matter at issue.

     (39) "Line of  Credit"  means the  variable  credit  facility  for up to an
          amount  of  $135,000  entered  into  between  Bi-Eau  Pure and  Caisse
          Populaire  Desjardins  de l'Ouest de Longueuil  dated as of August 18,
          2005.

     (40) "Losses" means, in respect of any matter, all Claims, demands, losses,
          damages, liabilities,  deficiencies, costs and expenses (including all
          legal  and  other  professional  fees  and  disbursements,   interest,
          penalties and amounts paid in settlement)  arising as a consequence of
          that matter,  including  any  reduction in the value of the  Purchased
          Shares  resulting  from a  misrepresentation  or breach of warranty or
          covenant or other obligation.

     (41) "Material  Adverse Effect" means a material  adverse effect on the (i)
          Business,   results  of  operation  or  financial   condition  of  the
          Corporation,  or  (ii)  ability  of the  Corporation  to  perform  its
          obligations under this Agreement.

     (42) "Non-Competition   Agreements"  means  the  separate   non-competition
          agreements  to be entered into by each of the Vendors,  Andre  Leroux,
          Paul King and Miguel Doyon with the Purchaser and the  Corporation  on
          the Closing Date.

     (43) "Ordinary  Course" means, with respect to an action taken by a Person,
          that the action is  consistent  with the past  practices of the Person
          and is taken in the normal day-to-day operations of the Person.

     (44) "Outstanding IP License" means any IP License by or to the Corporation
          or to which the  Corporation  is  otherwise  a party,  or by which the
          Corporation  or any of its  Intellectual  Property,  Software or other
          property is subject or bound.

     (45) "Parties" means collectively,  Gestion Leroux, Rustico, 9089, Tanguay,
          Dube, Kelley and the Purchaser, and "Party" means any of them.

     (46) "Permitted Encumbrances" means:

          a)   undetermined or inchoate liens, charges and privileges incidental
               to current construction or current operations,  except for liens,
               charges and privileges related to Taxes;

          b)   statutory liens, charges,  adverse Claims,  security interests or
               Encumbrances  of any  nature  whatsoever  claimed  or held by any
               Governmental  Authority  that have not at the time been  filed or
               registered  against  the  title  to the  asset or  served  on the
               Corporation  or either Vendor  pursuant to Applicable Law or that
               relate to obligations not due or delinquent, except for statutory
               liens,   charges,   adverse   Claims,   security   interests   or
               Encumbrances related to Taxes;


                                       6
<PAGE>

          c)   assignments   of   insurance   provided  to  landlords  or  their
               mortgagees or hypothecary  creditors pursuant to the terms of any
               lease and liens or rights  reserved  in any lease for rent or for
               compliance with the terms of that lease;

          d)   security  given in the Ordinary  Course to any public  utility or
               Governmental  Authority in connection  with the operations of the
               Business, other than security for borrowed money;

          e)   such  minor  imperfections  in  title  as do not  detract  in any
               material  respect  from  the  value  or  utility  of the  subject
               property in the operation of the Business; and

          f)   the Permitted Encumbrances described in Schedule 1.1(46)f).

     (47) "Person" is to be broadly  interpreted  and includes an individual,  a
          corporation,  a partnership, a joint venture, a trust, an association,
          an unincorporated  organization, a Governmental Authority, an executor
          or  administrator  or other legal or personal  representative,  or any
          other juridical entity.

     (48) "Purchase  Price" has the meaning  attributed  to that term in Section
          2.2.

     (49) "Purchased  Shares" means 100% of the issued and outstanding shares in
          the capital of the Corporation as described in Schedule 1.1(49).

     (50) "Purchaser" means Glacier Water Services, Inc., a company incorporated
          under the laws of the State of Delaware (USA).

     (51) "Reorganization"  means the  winding-up of Bi-Eau Pure into B.P. Water
          and the  amalgamation of B.P.  Water,  Sagard and SDLT pursuant to the
          terms and conditions set forth in the Amalgamation  Agreement attached
          hereto as  Schedule  1.1(51),  the whole of which shall occur prior to
          the Closing.

     (52) "Representatives"  means,  with respect to any Party,  its  Affiliates
          and, if  applicable,  its and their  respective  directors,  officers,
          employees, agents and other representatives and advisors.

     (53) "Retained Accountants" means KPMG doing business in Montreal.

     (54) "Sagard" means formerly  Investissements  Sagard Inc., continued as of
          October 3, 2005 into the Corporation.

     (55) "SDLT" means formerly Societe Immobiliere S.D.L.T.  Inc., continued as
          of October 3, 2005 into the Corporation.


                                       7
<PAGE>

     (56) "Software"  means source or object code  instructions  for controlling
          the operation of a central  processing unit or computer,  and computer
          files containing data.

     (57) "Tax Act" or any reference to a specific  provision  thereof means the
          Income Tax Act  (Canada) and  legislation  of any  legislature  of any
          province or territory of Canada  (including the Taxation Act (Quebec))
          and any regulations thereunder in force of like or similar effect.

     (58) "Taxes" means taxes,  duties, fees,  premiums,  assessments,  imposts,
          levies  and  other  charges  of any  kind  whatsoever  imposed  by any
          Governmental  Authority,  including  all interest,  penalties,  fines,
          additions  to tax or  other  additional  amounts  imposed  in  respect
          thereof (including those levied on, or measured by, or referred to as,
          income, gross receipts,  profits,  capital,  transfer,  land transfer,
          sales,  goods  and  services,  harmonized  sales,  use,  valued-added,
          excise, stamp, withholding, premium, business, franchising,  property,
          employer  health,  payroll,   employment,   health,  social  services,
          education and social  security  taxes,  surtaxes,  customs  duties and
          import and export taxes, licence,  franchise and registration fees and
          employment  insurance,  health insurance and Canada,  Quebec and other
          government  pension plan premiums or  contributions),  and "Tax" has a
          corresponding meaning.

     (59) "Tax  Returns"  has the  meaning  attributed  to that term in  Section
          4.1(31).

     (60) "Term Loan  Agreement"  means the Term Loan Agreement  entered into on
          February 26, 2002 between  Caisse  Populaire  Desjardins de l'Ouest de
          Longueuil, as lender, and 3652327 Canada Inc. (currently known as B.P.
          Water), as borrower,  in the amount of $650,000.00 bearing interest at
          a  variable  rate  consisting  of  the  Caisse  centrale   Desjardin's
          preferred  rate plus  1.50%  percentage  point per  annum,  payable 60
          consecutive  and monthly  payments of  $4,513.89,  and the  immoveable
          hypothec registered in the cadastre of Quebec,  Registration  division
          of Chambly, under number 1,125,405.

     (61) "Termination  Letter"  has the  meaning  attributed  to  that  term in
          Section 3.2(11).

     (62) "Third Party Claim" has the meaning attributed to that term in Section
          5.4(1).

     (63) "Transactions" means the transactions contemplated by this Agreement.

     (64) "Vendor's Shares" means,  with respect to a Vendor,  the number of the
          Purchased  Shares set out  opposite  that  Vendor's  name on  Schedule
          1.1(49).

     (65) "Vendors" means collectively Gestion Leroux,  Rustico,  9089, Tanguay,
          Dube and Kelley and a "Vendor" means either of them.


                                       8
<PAGE>

1.2  Construction

     This Agreement has been  negotiated by each Party with the benefit of legal
     representation,  and any  rule  of  construction  to the  effect  that  any
     ambiguities  are to be resolved  against the drafting Party shall not apply
     to the construction or interpretation of this Agreement.

1.3  Certain Rules of Interpretation

     In this Agreement:

     (1)  the division  into Articles and Sections and the insertion of headings
          are  for   convenience  of  reference  only  and  do  not  affect  the
          construction or interpretation of this Agreement;

     (2)  the expressions "hereof",  "herein", "hereto",  "hereunder",  "hereby"
          and  similar  expressions  refer  to  this  Agreement  and  not to any
          particular portion of this Agreement; and

     (3)  unless specified otherwise or the context otherwise requires:

          i)   references to any Article,  Section or Schedule are references to
               the Article or Section of, or Schedule to, this Agreement;

          ii)  "including" or "includes"  means  "including (or includes) but is
               not limited to" and shall not be  construed  to limit any general
               statement  preceding  it to the  specific  or  similar  items  or
               matters immediately following it;

          iii) references to any legislation, statutory instrument or regulation
               or a section thereof,  unless otherwise specified, is a reference
               to the legislation,  statutory instrument,  regulation or section
               as amended, restated and re-enacted from time to time.

1.4  Computation of Time

     In this  Agreement,  unless  specified  otherwise or the context  otherwise
     requires:

          a)   a  reference  to a period of days is deemed to begin on the first
               day after the event  that  started  the period and to end at 5:00
               p.m.  on the last day of the  period,  but if the last day of the
               period does not fall on a Business  Day,  the period ends at 5:00
               p.m. on the next Business Day;

          b)   all references to specific dates mean 11:59 p.m. on the dates;

          c)   all references to specific times shall be references to Montreal,
               Canada time; and


                                       9
<PAGE>

          d)   with respect to the calculation of any period of time, references
               to "from" mean "from and  excluding"  and  references  to "to" or
               "until" mean "to and including".

1.5  Performance on Business Days

     If any action is required to be taken pursuant to this Agreement on or by a
     specified  date that is not a Business Day, the action is valid if taken on
     or by the next Business Day.

1.6  Currency and Payment

     In this Agreement, unless specified otherwise:

     (1)  references to dollar amounts or "$" are to Canadian dollars; and

     (2)  any  payment  is  to be  made  by  negotiable  cheque  certified  by a
          chartered bank, an official bank draft drawn on a chartered bank, wire
          transfer or any other method  (other than cash  payment) that provides
          immediately available funds.

1.7  Accounting Terms

     In this Agreement, unless specified otherwise, each accounting term has the
     meaning assigned to it under GAAP.

1.8  Schedules

     The following Schedules are attached to and form part of this Agreement:

     Schedule 1.1(46)f)      Permitted Encumbrances
     Schedule 1.1(49)        Purchased Shares
     Schedule 1.1(51)        Amalgamation Agreement
     Schedule 2.2            Purchase Price Allocation
     Schedule 2.5            Calculation of the Indebtedness and the Closing
                             Working Capital
     Schedule  3.4(1)d)      Third party Approvals
     Schedule 3.5(1)i)       Release of guarantees
     Schedule 4.1(5)         Encumbrances on Purchased Shares
     Schedule 4.1(13)        Authorizations and Consents
     Schedule 4.1(14)        Assets of the Corporation
     Schedule 4.1(16)        Immoveable Property
     Schedule 4.1(17)        Intellectual Property


                                       10
<PAGE>

     Schedule 4.1(18)        Outstanding IP Licenses
     Schedule 4.1(19)        Title to Intellectual Property
     Schedule 4.1(20)        Infringement
     Schedule 4.1(21)        Domain Names
     Schedule 4.1(23)        Employees
     Schedule 4.1(28)        Financial Statements
     Schedule 4.1(29)        Changes since January 31st, 2005
     Schedule 4.1(30)        Tax Matters
     Schedule 4.1(34)        Insurance
     Schedule 4.1(35)        Health and Safety Matters
     Schedule 4.1(39)        Material Contracts and Other Contracts
     Schedule 4.1(42)        Litigation
     Schedule 4.1(43)        Customers
     Schedule 4.1(44)        Suppliers
     Schedule 4.1(45)        Transactions with Affiliates
     Schedule 6.3            Assumed Liabilities


                                   ARTICLE 2
                      PURCHASE AND SALE OF PURCHASED SHARES

2.1  Purchase and Sell

     Upon Closing on the Closing  Date,  the Vendors shall sell to the Purchaser
     and the Purchaser hereby purchases from the Vendors,  the Purchased Shares,
     constituting  100% of the issued and  outstanding  shares in the capital of
     the Corporation, free and clear of all Encumbrances.

2.2  Purchase Price Allocation

     Subject  to the terms  and  conditions  of this  Agreement,  the  aggregate
     purchase  price (the  "Purchase  Price") to be paid by the Purchaser to the
     Vendors for the Purchased Shares is $1,500,000,  subject to any adjustments
     as hereinafter provided, and shall be allocated in accordance with Schedule
     2.2.

2.3  Payment of Purchase Price

     Subject to any  adjustments  as described in this Article 2, the  Purchaser
     shall pay and satisfy the Purchase Price as follows:


                                       11
<PAGE>

     (1)  as to the amount of $1,200,000,  payment at Closing Date (the "Initial
          Payment")  by the  Purchaser  to  Belanger  Sauve LLP in trust for the
          benefit of the Vendors to be disbursed in the  proportions  set out in
          Schedule  2.2; it being  understood  that the Initial  Payment will be
          subject to adjustment as set forth in Section 2.4 below;

     (2)  as to the amount of $150,000 (the  "Adjustment  Amount"),  it shall be
          deposited at Closing by the Purchaser with Belanger Sauve L.L.P. to be
          held in trust  and  which  Adjustment  Amount  shall be  released  and
          disbursed  to the  appropriate  Parties in  accordance  with the terms
          provided for in Section 2.3 (3);

     (3)  if the Closing  Working  Capital (as determined  below in Section 2.5)
          equals or exceeds  $350,000 and the  Indebtedness  (as  determined  in
          Section  2.5)  equals or is less than  $540,000,  then the  Adjustment
          Amount  shall be disbursed by Belanger  Sauve,  L.L.P.  to the Vendors
          within 5 Business Days of receipt of the Closing Financial  Statements
          provided under Section 2.5 in the proportions set out in Schedule 2.2.
          However,  if the Closing  Working Capital is less than $350,000 or the
          Indebtedness is greater than $540,000,  then the Adjustment  Amount or
          any amount  thereof as  determined  pursuant  to Section  2.5 shall be
          disbursed,  as the  case may be,  either  to the  Purchaser  or to the
          Vendors in the  proportions  set out in Schedule 2.2 within the delays
          set forth in Section 2.5;

     (4)  as to the amount of $75,000 (subject to reduction  pursuant to Section
          5.11),  payment on the first anniversary date of the Closing Date (the
          "First  Subsequent  Payment")  by the  Purchaser to the Vendors in the
          proportions set out in Schedule 2.2;

     (5)  as to the amount of $75,000 (subject to reduction  pursuant to Section
          5.11), payment on the second anniversary date of the Closing Date (the
          "Second  Subsequent  Payment") by the  Purchaser to the Vendors in the
          proportions set out in Schedule 2.2.

2.4  Adjustment to the Adjustment Amount based upon the Indebtedness and the
     Closing Working Capital

     (1)  If the  Closing  Financial  Statements  shows  that  the  Indebtedness
          exceeds  $540,000,  then the Adjustment  Amount shall be reduced by an
          amount equal to such  excess.  If the  Indebtedness  equals or is less
          than $540,000, there will be no adjustment on that account.

     (2)  In the event that the Closing  Working  Capital is less than $350,000,
          then the Adjustment Amount shall be reduced by an amount equal to such
          shortfall.  If the Closing Working Capital equals or exceeds $350,000,
          there will be no adjustment on that account.

2.5  Payment of the Adjustment to the Initial Payment

     (1)  The Corporation and the Purchaser shall cause the Retained Accountants
          i) to prepare,  within forty-five (45) Business Days after the Closing
          Date, the Closing Financial Statements and ii) based upon such Closing
          Financial Statements,  to calculate and determine the Indebtedness and


                                       12
<PAGE>

          the Closing Working  Capital as at the Closing Date. The  Indebtedness
          and the Closing  Working  Capital  shall be calculated as specified in
          Schedule  2.5  attached   hereto.   Upon  receipt  from  the  Retained
          Accountants of the Closing Financial Statements, the Purchaser, on the
          one hand, and each of the Vendors,  on the other hand,  shall have ten
          (10) Business Days to provide a written notice of  contestation of the
          determination  of the  Indebtedness  or the  Closing  Working  Capital
          calculation.  If none  of the  Purchaser  or the  Vendors  provides  a
          written  contestation  within the prescribed period,  then the Closing
          Financial Statements, the Indebtedness and the Closing Working Capital
          shall be deemed final and accepted.

     (2)  In the event of a  disagreement  between the  Purchaser and any of the
          Vendors  with  regard  to  the  Closing  Financial   Statements,   the
          Indebtedness  or the Closing  Working  Capital,  the relevant  Parties
          undertake,  following a written notice to the other Parties, to submit
          the  disagreement  to arbitration in accordance with the provisions of
          the Code of civil  procedure of the province of Quebec under  sections
          940 to 947.4  inclusively and the provisions  included herein aside at
          the exclusion of any other remedy available before the civil courts.

     (3)  Within ten (10) days following the receipt of the arbitration  written
          notice as provided in Subsection 2.5(1)  hereinabove,  as the case may
          be, the  relevant  Parties  shall  appoint,  by mutual  agreement,  an
          independent  arbitrator which shall be a chartered  accountant working
          within a large firm having an office in  Montreal.  Unless the Parties
          agree within the prescribed delay to appoint the arbitrator, any Party
          shall be entitled to ask the Court to make appointment.

     (4)  The  arbitration  sessions  shall be held in  Montreal  in a  location
          chosen by the Parties or in case of a disagreement, by the arbitrator.
          Other than the  requirement  that the  proceedings be held in English,
          the arbitrator  shall have the authority to determine his own rules of
          procedure  and shall  render his  arbitration  award in  writing.  The
          allocation of the arbitration  fees and allowances shall be determined
          within the arbitration award.

     (5)  The  arbitrator  shall  render  his  arbitration  award and notify the
          Parties within a thirty (30) days delay from the date when the dispute
          was submitted to him,  unless such a delay is otherwise  determined by
          mutual agreement by the Parties or the arbitrator.

     (6)  The  arbitration  award shall be final and without  appeal.  The award
          shall be binding  upon the Parties and the  provisions  of the Code of
          civil  procedure of the province of Quebec under sections 940 to 946.6
          shall prevail.

     (7)  Any payment  owed by the Vendors  under this Section 2.5 shall be paid
          by the Vendors in the proportions set out in Schedule 2.2 as follows:

          a)   first out of the Adjustment  Amount within five (5) Business Days
               of the expiration of the period of  contestation  stated above or
               of receipt of the  arbitration  award from the  arbitrator as set
               forth in Subsection 2.5(5), as the case may be;


                                       13
<PAGE>

          b)   if the total amount by which the Closing  Working Capital is less
               than  $350,000  and the  Indebtedness  is greater  than  $540,000
               exceeds the Adjustment Amount,  then the difference shall be paid
               by the Vendors within thirty (30) Business Days of the expiration
               of the period of  contestation  stated above or of receipt of the
               arbitration  award from the arbitrator as set forth in Subsection
               2.5(5), as the case may be;

     (8)  If the amount owed by the Vendors  under this Section 2.5 is less than
          the Adjustment  Amount,  then the difference  shall be disbursed among
          the Vendors in the proportions set out in Schedule 2.2 within five (5)
          Business Days of the final  determination  of the Indebtedness and the
          Closing Working Capital.

2.6  Letters of Credit

     Subject to the terms set forth in  Section  2.5,  the  payment of the First
     Subsequent  Payment and the Second  Subsequent  Payment shall be secured by
     two irrevocable  standby letters of credit of $75,000 (subject to reduction
     pursuant to Section  5.11) each  issued as at or prior to  Closing,  at the
     Corporation's  cost,  to the benefit of the Vendors and payable  subject to
     the terms of this Agreement.  The first letter of credit shall be cancelled
     promptly after the payment of the First  Subsequent  Payment and the second
     letter of credit  shall be  cancelled  promptly  after the  payment  of the
     Second Subsequent Payment.

                                   ARTICLE 3
                              CLOSING ARRANGEMENTS

3.1  Closing

     The Closing  shall occur on October 7, 2005 in  Montreal,  or at such other
     time and place as may be agreed between the Parties.

3.2  Vendors' Closing Deliveries

     On or prior to the Closing  Date,  the Vendors shall deliver or cause to be
     delivered to the Purchaser the following:

     (1)  certificates  representing the Purchased Shares,  accompanied by share
          transfer powers duly executed in blank or duly executed instruments of
          transfer, and all such other assurances,  consents and other documents
          as the Purchaser may reasonably request to effectively transfer to the
          Purchaser  title  to  the  Purchased  Shares  free  and  clear  of all
          Encumbrances;

     (2)  a certified  copy of a  resolution  of the board of  directors  of the
          Corporation  consenting to the transfer of the  Purchased  Shares from
          the Vendors to the  Purchaser as  contemplated  by this  Agreement and
          authorizing the execution,  delivery and performance of all contracts,
          agreements, instruments,  certificates and other documents required by
          this Agreement to be delivered by the Corporation;


                                       14
<PAGE>

     (3)  a  certificate  duly  executed  by each  of the  Vendors  (or  officer
          thereof,  as the case  may be) in  respect  of their  representations,
          warranties and covenants herein as at the Closing Date;

     (4)  releases by the Vendors as  shareholders,  directors,  officers and/or
          employees of the Corporation as at the Closing Date;

     (5)  written  resignations  of  all  the  directors  and  officers  of  the
          Corporation, in each case with effect from the Closing Date;

     (6)  a  Termination  Agreement  in  respect  of the  current  shareholders'
          agreement;

     (7)  a Termination Agreement in respect of the Distribution Agreement dated
          March 24, 2004 among Pure Water Technologies Inc. and Bi-Eau Pure;

     (8)  the Non-Competition  Agreements, duly executed by the parties to those
          agreements;

     (9)  the Books and Records of the Corporation;

     (10) the Employment Agreement, duly executed by Stephane Dube;

     (11) a Termination  Letter signed by Mr.  Mathieu Dube and Mrs.  Christiane
          Dube (the "Termination Letter") in respect of the Consulting Agreement
          entered  into as of January  1st,  2001  between  Bi-Eau  Pure and Mr.
          Mathieu  Dube and the  Assignment  of Rights  Agreement  entered  into
          between Mr. Mathieu Dube, Mrs.  Christiane Dube and Bi-Eau Pure, dated
          as at January 11, 2001,  the whole  conditional  to the payment by the
          Purchaser to Mr. Mathieu Dube and Mrs. Christiane Dube of an aggregate
          amount  of  $200,000.00  as  provided  for  in  Section  6.6  of  this
          Agreement; and

     (12) such other  documentation  as the Purchaser may reasonably  request in
          order to establish the completion of the  Transactions  and the taking
          of all corporate  proceedings in connection with the  Transactions (as
          to  certification  and otherwise),  in each case in form and substance
          satisfactory to the Purchaser, acting reasonably.

3.3  Purchaser's Closing Deliveries

     On or prior to the Closing Date, the Purchaser shall deliver or cause to be
     delivered to the Vendors the following:

     (1)  payment of the amounts  required to be paid on the Closing  Date under
          Section 2.3;

     (2)  a certified  copy of a  resolution  of the board of  directors  of the
          Purchaser  consenting to the acquisition of the Purchased  Shares from
          the Vendors as  contemplated  by this  Agreement and  authorizing  the
          execution,  delivery and  performance  of all  contracts,  agreements,
          instruments,   certificates  and  other  documents  required  by  this
          Agreement to be delivered by the Purchaser;


                                       15
<PAGE>

     (3)  a certificate  duly executed by an officer of the Purchaser in respect
          of the Purchaser's representations, warranties and covenants herein as
          at the Closing Date;

     (4)  the Employment Agreement duly executed by the Corporation;

     (5)  payment on the Closing  Date of the amount owed under the  Termination
          Letter to Mr. Mathieu Dube and Mrs. Christiane Dube against receipt of
          a full and final release by Mr. Mathieu Dube and Mrs.  Christiane Dube
          in favour of the Purchaser and the Corporation;

     (6)  two letters of credit of $75,000 each issued by City  National Bank to
          the benefit of the Vendors as provided for in Section 2.6;

     (7)  four letters of credit of $25,000 each issued by City National Bank to
          the benefit of Mr. Mathieu Dube and Mrs.  Christiane Dube respectively
          as provided for in Section 6.6;

     (8)  such other  documentation  as the  Vendors may  reasonably  request in
          order to establish the completion of the  Transactions  and the taking
          of all corporate  proceedings in connection with the  Transactions (as
          to  certification  and otherwise),  in each case in form and substance
          satisfactory to the Vendors, acting reasonably.

3.4  Purchaser's Conditions

     (1)  The Purchaser  shall be obliged to complete the  Transactions  only if
          each of the following  conditions precedent has been satisfied in full
          at or before the Closing Date (each of which  conditions  precedent is
          acknowledged to be for the exclusive benefit of the Purchaser):

          a)   all of the  representations and warranties of each of the Vendors
               made in  this  Agreement  shall  be true  and  correct  as at the
               Closing  Date  with the same  effect  as if made at and as of the
               Closing Date (except as those  representations and warranties may
               be affected by events or transactions (i) expressly  permitted by
               this Agreement, (ii) that do not have a Materially Adverse Effect
               and  arise  in the  Ordinary  Course  of the  Business,  or (iii)
               approved in writing by the Purchaser);

          b)   the Vendors  shall have  complied  with or  performed  all of the
               obligations,  covenants and agreements under this Agreement to be
               complied with or performed by the Vendors or either of them at or
               before  the  Closing  Date,   including   the  Vendors'   Closing
               deliveries  specified in Section 3.2, to the  satisfaction of the
               Purchaser, acting reasonably;


                                       16
<PAGE>

          c)   all Approvals required from all relevant Governmental Authorities
               to permit  the  completion  of the  Transactions  shall have been
               obtained, if any;

          d)   all third party Approvals (except as described in Schedule 3.4(d)
               shall  have been  obtained,  in each  case in form and  substance
               satisfactory to the Purchaser, acting reasonably;

          e)   all documentation relating to the Transactions is satisfactory to
               the Purchaser, acting reasonably;

          f)   there  shall  be  no  injunction  or  restraining   order  issued
               preventing,  and no  pending or  threatened  Claim,  against  any
               Party, for the purpose of enjoining or preventing, the completion
               of the Transactions or otherwise  claiming that this Agreement or
               the completion of the Transactions is improper or would give rise
               to a Claim under any Applicable Law;

          g)   Stephane   Dube  shall  have  duly  executed  and  delivered  the
               Employment Agreement;

          h)   Mr. Mathieu Dube and Mrs.  Christiane Dube shall have delivered a
               full and final  release  to the  Purchaser  and the  Corporation,
               subject to the payment of the amount owed by the Purchaser to Mr.
               Mathieu  Dube and Mrs.  Christiane  Dube  under  the  Termination
               Letter;

          i)   the Distribution  Agreement dated March 24, 2004 among Pure Water
               Technologies Inc. and Bi-Eau Pure shall have been terminated;

          j)   the  Vendors  and  the  other  parties  to  the   Non-Competition
               Agreements  (other than the Purchaser and the Corporation)  shall
               have executed and delivered those agreements;

          k)   the Corporation  shall have completed the  Reorganization in form
               and substance satisfactory to the Purchaser;

          l)   the Corporation  shall be the registered and beneficial owner of,
               and have good and  marketable  title to, the Immovable  Property,
               free  and  clear  of  any   Encumbrances   except  for  Permitted
               Encumbrances;

          m)   Gestion  Leroux shall have obtained full and final release of all
               Encumbrances  affecting  its  Purchased  Shares,  as  more  fully
               described in Schedule 4.1(5).

     (2)  If any of the conditions in this Section 3.4(1) shall not be satisfied
          or fulfilled in full at or before the Closing Date to the satisfaction
          of the  Purchaser,  acting  reasonably,  the  Purchaser  in  its  sole
          discretion may, without  limiting any rights or remedies  available to
          the Purchaser at law or in equity, either:


                                       17
<PAGE>

          a)   terminate  this  Agreement by notice in writing to Stephane Dube,
               900 Sagard Street,  St-Bruno-de-Montarville,  Quebec, Canada, J3V
               6C2, except with respect to the obligations contained in Sections
               6.1 and 6.2 which shall survive that termination; or

          b)   waive  compliance  with any such condition in whole or in part by
               notice  in  writing  to  Stephane   Dube,   900  Sagard   Street,
               St-Bruno-de-Montarville,  Quebec, Canada, J3V 6C2, except that no
               such waiver shall operate as a waiver of any other condition.

3.5  Vendors' Conditions

     (1)  The Vendors shall be obliged to complete the Transactions only if each
          of the following conditions precedent has been satisfied in full at or
          before  the  Closing  Date  (each of  which  conditions  precedent  is
          acknowledged to be for the exclusive benefit of the Vendors):

          a)   all of the  representations  and warranties of the Purchaser made
               in this  Agreement  shall be true and  correct as at the  Closing
               Date  with the same  effect  as if made at and as of the  Closing
               Date  (except  as those  representations  and  warranties  may be
               affected  by events or  transactions  expressly  permitted  by or
               resulting from the entering of this Agreement);

          b)   the  Purchaser  shall have  complied with or performed all of the
               obligations,  covenants and agreements under this Agreement to be
               complied  with or  performed  by the  Purchaser  at or before the
               Closing  Date,   including  the  Purchaser's  Closing  deliveries
               specified  in Section  3.3, to the  satisfaction  of the Vendors,
               acting reasonably;

          c)   there  shall  be  no  injunction  or  restraining   order  issued
               preventing,  and no pending or threatened Claim against any Party
               for the purpose of enjoining or preventing, the completion of the
               Transactions  or otherwise  claiming  that this  Agreement or the
               completion of the  Transactions is improper or would give rise to
               a Claim under any Applicable Law;

          d)   all documentation relating to the Transactions is satisfactory to
               the Vendors, acting reasonably;

          e)   the  Corporation  shall  have duly  executed  and  delivered  the
               Employment Agreement;

          f)   the Purchaser shall have paid to Pure Water Technologies Inc. the
               amounts mentioned in Section 6.3;

          g)   the  Purchaser  shall  have  paid to Mr.  Mathieu  Dube  and Mrs.
               Christiane  Dube,  at the Closing,  the amount owed to them under
               the Termination Letter;


                                       18
<PAGE>

          h)   the  Purchaser  shall  have  taken  all  necessary   measures  to
               reimburse all amounts owed to the Creditors.

          i)   the Purchaser  shall have obtained full and final releases of all
               guarantees  granted  by any of the  Vendors  in  favour of Caisse
               Populaire Desjardins de l'Ouest de Longueuil pursuant to the Line
               of Credit as more fully described in Schedule 3.5(1)i).

     (2)  If any of the conditions in this Section 3.5(1) shall not be satisfied
          or fulfilled in full at or before the Closing Date to the satisfaction
          of  the  Vendors,  acting  reasonably,   the  Vendors  in  their  sole
          discretion may, without  limiting any rights or remedies  available to
          the Vendors, either:

          a)   terminate  this Agreement by notice in writing from Stephane Dube
               to  the  Purchaser,   except  with  respect  to  the  obligations
               contained  in  Sections  6.1 and 6.2  which  shall  survive  that
               termination; or

          b)   waive  compliance  with any such condition in whole or in part by
               notice in writing from  Stephane  Dube to the  Purchaser,  except
               that no such  waiver  shall  operate  as a  waiver  of any  other
               condition.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

4.1  Representations and Warranties of the Vendors

     The Vendors solidarily represent and warrant to the Purchaser as follows as
     of the date of this  Agreement  and as of the Closing Date and  acknowledge
     that the Purchaser is relying on these  representations  and  warranties in
     connection with its purchase of the Purchased Shares:

     (1)  Holdings Organization and Status. Gestion Leroux is a corporation duly
          incorporated and organized,  and is validly  subsisting under the laws
          of the  Province  of Quebec  and is  up-to-date  in the  filing of all
          corporate  and similar  returns  under the laws of that  jurisdiction.
          Rustico is a  corporation  duly  incorporated  and  organized,  and is
          validly  subsisting  under the laws of Canada and is up-to-date in the
          filing of all  corporate  and similar  returns  under the laws of that
          jurisdiction.  9089 is a corporation duly  incorporated and organized,
          and is validly subsisting under the laws of the Province of Quebec and
          is up-to-date in the filing of all corporate and similar returns under
          the laws of that jurisdiction.

     (2)  Corporate  Power.  Each of Gestion  Leroux,  Rustico  and 9089 has all
          necessary  power  and  authority  to own or  lease or  dispose  of its
          undertakings,  property and assets (including its Vendor's Shares), to
          enter  into  this   Agreement  and  the   contracts,   agreements  and
          instruments  required by this  Agreement to be delivered by it, and to
          perform its obligations hereunder and thereunder.


                                       19
<PAGE>

     (3)  Authorization.  All necessary  corporate action has been taken by each
          of Gestion  Leroux,  Rustico and 9089 or on its part to authorize  its
          execution and delivery of this Agreement and the contracts, agreements
          and  instruments  required by this Agreement to be delivered by it and
          the performance of its obligations hereunder and thereunder.

     (4)  Enforceability. This Agreement has been duly executed and delivered by
          each of the Vendors and  (assuming  due  execution and delivery by the
          Purchaser) is a legal,  valid and binding obligation of it enforceable
          against each of the Vendors in  accordance  with its terms,  except as
          that  enforcement  may be limited by bankruptcy,  insolvency and other
          similar laws  affecting  the rights of creditors  generally and except
          that  equitable  remedies may be granted only in the  discretion  of a
          court of competent jurisdiction. Each of the contracts, agreements and
          instruments  required by this Agreement to be delivered by each or any
          of the  Vendors  will at the  Closing  have  been  duly  executed  and
          delivered by it and  (assuming due execution and delivery by the other
          parties thereto) will be enforceable against it in accordance with its
          terms,  except  as that  enforcement  may be  limited  by  bankruptcy,
          insolvency and other laws affecting the rights of creditors  generally
          and  except  that  equitable  remedies  may  be  granted  only  in the
          discretion of a court of competent jurisdiction.

     (5)  Ownership of Vendor's  Shares.  Each of the Vendors is the  registered
          and beneficial owner of its Vendor's Shares,  with good and marketable
          title  thereto,  free  and  clear  of all  Encumbrances,  and  has the
          exclusive  right to dispose of its Vendor's Shares as provided in this
          Agreement. None of the Purchased Shares is subject to (i) any Contract
          or restriction  which in any way limit or restrict the transfer to the
          Purchaser of Purchased Shares other than the transfer  restrictions in
          the  Corporation's   articles  and  (ii)  any  voting  trust,  pooling
          agreement,  shareholder agreement, voting agreement or other Contract,
          arrangement or  understanding  with respect to the voting of Purchased
          Shares (or any of them).  On completion of the  Transactions,  none of
          the Vendors will have any other ownership interest in the Corporation,
          whether direct or indirect,  actual or  contingent,  and the Purchaser
          shall have good title to all of  Purchased  Shares,  free and clear of
          all Encumbrances.

     (6)  Bankruptcy.  None of the  Vendors is an  insolvent  Person  within the
          meaning of the Bankruptcy and Insolvency Act (Canada) and none of them
          has made an  assignment  in favour of its  creditors  or a proposal in
          bankruptcy to its creditors or any class thereof,  and no petition for
          a  receiving  order has been  presented  in respect of it. None of the
          Vendors has  initiated  proceedings  with respect to a  compromise  or
          arrangement  with its creditors or for its winding up,  liquidation or
          dissolution.  No receiver or interim  receiver  has been  appointed in
          respect of it or any of the Vendors' undertakings,  property or assets
          (including its Vendor's  Shares) and no execution or distress has been
          levied  on  any of  the  Vendors'  undertakings,  property  or  assets
          (including  its  Vendor's  Shares),  nor  have  any  proceedings  been
          commenced in connection with any of the foregoing.


                                       20
<PAGE>

     (7)  Absence of Conflict - Vendors. The execution, delivery and performance
          by each of the Vendors of this  Agreement  and the  completion  of the
          Transactions  will not (whether after the passage of time or notice or
          both), result in:

          a)   the  breach  or  violation  of  any  of  the  provisions  of,  or
               constitute  a  default  under,  or  conflict  with or  cause  the
               acceleration of any Vendor's obligations,  under:

               >>   any  Contract  to which it is a party or by which any of its
                    undertakings, property or assets is bound or affected;

               >>   if applicable,  any provision of its Constating Documents or
                    resolutions  of its  board of  directors  (or any  committee
                    thereof) or shareholders;

               >>   any  Approval  issued to it,  held by it, for its benefit or
                    necessary to the ownership of its Vendor's Shares; or

               >>   any Applicable Law;

          b)   the creation or  imposition  of any  Encumbrance  over any of its
               Vendor's Shares; or

          c)   the  requirement  of any  Approval  from any  Person,  except the
               Creditors.

     (8)  Litigation.  There are no Claims  (whether or not  purportedly  on its
          behalf)  pending  or  outstanding  or  threatened  against  any of the
          Vendors  which  could  affect its  Vendor's  Shares or its  ability to
          perform its obligations under this Agreement.

     (9)  Residence. Each of the Vendors is a resident of Canada for purposes of
          the Tax Act.

     (10) Validity of  Reorganization.  Any and all documents or transactions in
          connection with the Reorganization have been duly executed,  delivered
          or performed by each of B.P. Water,  Bi-Eau Pure, Sagard and SDLT and,
          more  particularly,  (i) have been duly  authorized  by all  necessary
          corporate action of each such entity, (ii) do not and will not violate
          or  conflict  with or result in the  breach  of any  provision  of the
          Constating  Documents  of any such  entity,  (iii) do not and will not
          (whether  after the giving of notice or lapse of time or both) violate
          or  conflict  with any  provision  of, or result in the  modification,
          cancellation, termination or acceleration of, any obligation under, or
          result in the imposition or creation of any Encumbrances upon any such
          entity or its assets or business  operations pursuant to any agreement
          or  contract  by which  any such  entity  or its  assets  or  business
          operations  are bound or (iv) do not and will not  violate or conflict
          with any  Applicable  Law to which any such entity is  subject,  or by
          which any of the assets or business  operations  of such entity may be
          bound or affected.


                                       21
<PAGE>

     (11) Organization  and  Status of  Corporation.  The  Corporation  has full
          requisite  power and  authority  (corporate  or otherwise) to execute,
          deliver and perform all the  instruments  and  documents  contemplated
          hereby to be executed and delivered by the Corporation, to perform its
          obligations   hereunder  and   thereunder,   and  to  consummate   the
          Transactions  contemplated  hereby and thereby.  The  Corporation  has
          taken all necessary  action to authorize the  execution,  delivery and
          performance of this Agreement and the other  instruments and documents
          contemplated  hereby to be executed and delivered by the  Corporation.
          The  execution,  delivery  and  performance  by the  Vendors  of  this
          Agreement and the other instruments and documents  contemplated hereby
          to be executed and delivered by the Corporation,  and the consummation
          by the  Corporation and the Vendors of the  Transactions  contemplated
          hereby and thereby do not and will not (i) violate or conflict with or
          result in the breach of any provision of the  Constating  Documents of
          the Corporation,  (ii) (whether after the giving of notice or lapse of
          time or both)  violate or conflict with any provision of, or result in
          the  modification,  cancellation,  termination or acceleration of, any
          obligation  under,  or result in the  imposition  or  creation  of any
          Encumbrances  upon  the  Corporation  or its  assets  pursuant  to any
          agreement  or  contract  by which the  Corporation  or its  Assets are
          bound, with such exceptions as do not individually or in the aggregate
          have a Material Adverse Effect,  or (iii) violate or conflict with any
          Applicable Law to which the  Corporation  is subject,  or by which the
          Business  or any of the  Assets  may be bound or  affected,  with such
          exceptions as do not  individually or in the aggregate have a Material
          Adverse Effect. This Agreement has been, and the other instruments and
          documents  contemplated  hereby to be executed  and  delivered  by the
          Corporation  at the Closing  will,  at the  Closing,  have been,  duly
          executed and delivered by the  Corporation,  and  constitute  (or will
          constitute at the Closing,  as  applicable)  legal,  valid and binding
          obligations of the Corporation  enforceable against the Corporation in
          accordance with their respective terms,  except as enforceability  may
          be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium  or other  laws  relating  to or  affecting  the rights and
          remedies of creditors  generally  and to general  principles of equity
          (regardless of whether in equity or at law).

          The  Corporation  (i)  is a  corporation  duly  incorporated,  validly
          existing and in good standing  under the Laws of Canada,  (ii) has all
          requisite  corporate power and authority to own and operate its Assets
          and conduct the Business as they are now being operated and conducted,
          (iii) is in good standing and is duly  qualified to transact  business
          in the Province of Quebec and in any other  jurisdiction  in which the
          Corporation's  ownership  or use of its  Assets or the  conduct of the
          Business  requires it to be so qualified,  with such  exceptions as do
          not  individually or in the aggregate have a Material  Adverse Effect.
          The  Corporation  has  previously  delivered or made  available to the
          Purchaser true and correct copies of the  Certificate of  Amalgamation
          and the by-laws of the  Corporation  and all amendments  thereto.  The
          Corporation  has no  subsidiaries  or any  investments  in,  or  joint
          venture arrangements with, any other Person.


                                       22
<PAGE>

     (12) Capitalization.  The  Purchased  Shares  listed  on  Schedule  1.1(49)
          represent all of the issued and  outstanding  shares in the capital of
          the Corporation.  The Purchased  Shares are duly  authorized,  validly
          issued, fully paid and non-assessable. There are no options, warrants,
          commitments or other agreements  outstanding which could result in the
          issue of, or accord to any  Person the right to call for the issue of,
          any  shares  in the  capital  of the  Corporation,  nor are  there any
          securities or obligations  which are convertible  into or exchangeable
          for any shares in the capital of the Corporation.

     (13) Compliance with Applicable Laws, Permits and Consents. The Corporation
          is  in  compliance   with  all  Applicable   Laws,   except  for  such
          non-compliance   as  would  not   individually  or  in  the  aggregate
          reasonably be likely to have a Material Adverse Effect.

          The  Corporation  owns,  or has full  rights  under,  all  franchises,
          licenses,  permits,  consents,  approvals  and  authorizations  of any
          Governmental  Authority  which are  necessary  for the  conduct of the
          Business as currently  conducted,  all of which are listed on Schedule
          4.1(13) hereto. Each of the foregoing is in full force and effect, and
          the  Corporation  is in compliance  with all of its  obligations  with
          respect thereto,  and no event has occurred which permits, or upon the
          giving  of  notice  or  lapse  of  time  or  otherwise  would  permit,
          revocation or early  termination  of any of the  foregoing,  with such
          exceptions as do not  individually or in the aggregate have a Material
          Adverse Effect.

          Except as set forth in Schedule  4.1(13) hereto,  no filing,  consent,
          waiver,  approval or authorization of any Governmental Authority or of
          any third  party is required to be made or obtained on the part of the
          Corporation in connection with the execution, delivery and performance
          by the  Corporation  of  this  Agreement  or the  consummation  by the
          Corporation of the Transactions contemplated hereby.

     (14) Assets  of  the   Corporation.   Schedule   4.1(14)  hereto   contains
          descriptions of i) all vending  machine  equipment,  including  serial
          numbers; and ii) all items of tangible personal property of every kind
          or description owned or leased by the Corporation having a current net
          book value in excess of $5,000.

     (15) Title to Assets.  The Corporation has good title to, or holds by valid
          and existing  leases or licenses for, all of its Assets free and clear
          of all  Encumbrances,  except  for  the  Permitted  Encumbrances.  The
          Corporation's  tangible  assets are in good  operating  condition  and
          repair,  reasonable  wear and tear excepted.  Such tangible assets are
          sufficient to conduct the Business as now conducted.

     (16) Immoveable  Property.  Schedule  4.1(16) attached hereto is a true and
          complete  list of all the  immoveable  property  owed or leased by the
          Corporation and sets forth the legal descriptions  thereof.  There are
          no agreements,  options, contracts or commitments to sell, transfer or
          otherwise  dispose of the Immoveable  Property or which would restrict
          the ability of the Corporation to transfer the Immoveable Property.


                                       23
<PAGE>

          The  Corporation is the  registered  and beneficial  owner of, and has
          good and marketable title to the Immoveable  Property,  free and clear
          of any  Encumbrances  except for  Permitted  Encumbrances  and for the
          rights of usage, rights of usufruct, zoning restrictions,  servitudes,
          and other  restrictions that run with the land and minor title defects
          (if any) which do not, in the aggregate,  materially  adversely affect
          the  validity  of  title  to or  the  value  or  marketability  of the
          Immoveable  Property  or  materially  adversely  affect the use of the
          Immoveable  Property  as  such  property  is  presently  used  by  the
          Corporation in connection with the Business.

          No part of the Immoveable Property encroaches on any property owned by
          others.  The  Immoveable  Property,  the current  uses thereof and the
          conduct  of the  Business  comply  with all  federal,  provincial  and
          municipal  regulations,   statutes,   enactments,   laws  and  by-laws
          including,  without  limitation,  those dealing with zoning,  parking,
          access,  loading facilities,  landscaped areas, building construction,
          fire, public health and safety. No part of the Immoveable Property has
          been taken or  expropriated by any federal,  provincial,  municipal or
          other competent  authority nor has any notice or proceeding in respect
          thereof been given or commenced.

          The Corporation has not been required by any Governmental Authority to
          (i) alter the Immoveable  Property in a material way in order to be in
          compliance with  Environmental  Laws or (ii) perform any environmental
          closure, decommissioning, rehabilitation, restoration or post-remedial
          investigations, on, about or in connection with any real property.

          There  are  no  leases,  subleases,  licenses,  concessions  or  other
          agreements,  written or oral,  granting to any Person the right of use
          or occupancy of any portion of the Immoveable Property.

          There are no major  repairs  required  to the  structure  or  building
          systems of the  Immoveable  Property and the  electrical,  mechanical,
          plumbing, heating, air conditioning,  ventilating,  security and other
          systems serving the building comprising the Immoveable Property are in
          good working order.

     (17) Intellectual  Property.  Schedule  4.1(17)  hereto  contains  a  true,
          accurate and complete list of all the  Intellectual  Property which is
          now owned,  used or held for use by the  Corporation.  The Corporation
          has sole and exclusive beneficial and record ownership and legal title
          of all  Intellectual  Property set forth on Schedule  4.1(17) as being
          owned by the  Corporation,  free and clear of Encumbrances  (including
          any  rights or claims of  present  or former  employees,  consultants,
          officers and directors of the Corporation or any other Person), except
          Permitted  Encumbrances,  and of any  obligations  to pay royalties or
          other remuneration to any Person.


                                       24
<PAGE>

     (18) Outstanding IP Licenses.  Schedule 4.1(18) hereto further sets forth a
          true,  accurate  and  complete  list of all  Outstanding  IP Licenses,
          identifying  the other parties thereto and the subject matter and date
          thereof, any royalty or other payment  obligations,  the term thereof,
          and any exclusivity  obligations.  No Outstanding IP License  requires
          any payment of any nature,  cash or non-cash,  or approval  from,  any
          past or present  officer,  director,  shareholder  or Affiliate of the
          Corporation.

     (19) Title to  Intellectual  Property.  Except  as set  forth  in  Schedule
          4.1(19) hereto,  or as do not  individually or in the aggregate have a
          Material  Adverse Effect,  (i) the  Corporation has sufficient  title,
          ownership or IP Licenses of  Intellectual  Property  necessary for its
          Business as now conducted without any conflict with or infringement of
          the  rights of  others,  and (ii) such  rights  will not be  adversely
          affected  by the  execution  and  delivery  of this  Agreement  or the
          consummation of the Transactions contemplated hereby.

     (20) Infringement. Except as set forth in Schedule 4.1(20) hereto, or as do
          not  individually or in the aggregate have a Material  Adverse Effect,
          (i)  the  Corporation  has  not  been  nor  is now  interfering  with,
          infringing  upon,  misappropriating,  or otherwise in conflict with or
          violating any intellectual  property rights of other Persons, (ii) the
          Corporation  has not received  any  communications  alleging  that the
          Corporation has violated or, by conducting its Business, would violate
          any of the intellectual  property rights of any other Person and (iii)
          to the  Knowledge of the Vendors,  there is no basis for the making of
          any such allegation. There is not pending, nor to the Knowledge of the
          Vendors,  has there been  threatened,  any Claim to  contest,  oppose,
          cancel   or   otherwise   challenge   the   validity,   ownership   or
          enforceability of any of the Corporation's  Intellectual  Property. To
          the  Knowledge  of the  Vendors,  no Person is  infringing  any of the
          Corporation's  Intellectual  Property,  with such exceptions as do not
          individually or in the aggregate have a Material Adverse Effect.

     (21) Domain Names.  Schedule  4.1(21)  hereto sets forth a complete list of
          all Domain  Names now used by the  Corporation.  All such Domain Names
          are currently registered and in good standing,  and the Corporation is
          shown on the  records  of the  registrar  thereof  as the  sole  owner
          thereof.  The  Corporation  has not received  notice or  communication
          stating that any Person is challenging the right of the Corporation to
          use any such Domain Name.

     (22) Software. All Software which has been used and which is now being used
          by the  Corporation  has and is  being  used in  compliance  with  all
          applicable  IP License  requirements,  with such  exceptions as do not
          individually or in the aggregate have a Material Adverse Effect.

     (23) Employees.  Schedule  4.1(23) hereto sets forth a complete and correct
          list of the  name,  job  title,  base  salary  or wage  rate and bonus
          entitlement of each of the Corporation's current employees and whether
          or not each such  employee is actively at work and, if not, the reason
          that such employee is not actively at work.


                                       25
<PAGE>

          No  employees  are or ever have been  represented  by a union or other
          labor  organization  or  association,  and  to  the  Knowledge  of the
          Vendors,  no such  organizing  efforts  are now being  conducted  with
          respect to the employees.  The Corporation has not, at any time during
          the preceding three years,  had a strike,  lock-out,  work stoppage or
          work  slowdown,  nor, to the  Knowledge  of the  Vendors,  is any such
          action  threatened.  The  Corporation  is not  involved in nor, to the
          Knowledge  of  the  Vendors,   threatened  with,  any  labor  dispute,
          arbitration,  lawsuit or administrative  proceeding  relating to labor
          matters involving the employees.

     (24) Charter of the French Language.  The Corporation is in compliance with
          the Charter of the French Language.

     (25) Benefit Plans. The Corporation  does not sponsor or maintain,  nor has
          it ever sponsored or maintained,  any benefit or pension plan. Neither
          Bi-Eau  Pure,  B.P.  Water,  SDLT nor  Sagard  has ever  sponsored  or
          maintained any benefit or pension plan.

     (26) No Finder's  Fees.  None of the Vendors  nor, to the  knowledge of the
          Vendors,  neither the Corporation , Bi-Eau Pure, B.P. Water,  SDLT nor
          Sagard,  has taken any action  that would cause the  Purchaser  or the
          Corporation to become liable to any Claim for a brokerage commissions,
          finder's fee or other similar arrangement.

     (27) Environmental  Matters.  Except  for  such  exceptions  as  would  not
          individually or in the aggregate have a Material  Adverse Effect,  (a)
          the  Corporation has complied with and is currently in compliance with
          the  provisions  of  all  applicable   Environmental   Laws;  (b)  the
          Corporation  has  not  released  any  Hazardous   Materials  into  the
          environment at, on or from any real property owned,  used or leased by
          the Corporation in violation of any Environmental  Laws; (c) there are
          no acts or omissions by the Corporation that are reasonably  likely to
          give rise to Losses under  Environmental Laws; (d) there are no orders
          or directions  relating to environmental  matters  requiring any work,
          repairs,  construction  or capital  expenditures  with  respect to the
          Business or any property of the  Corporation,  nor has the Corporation
          received notice of any of the same; and (e) the Vendors have delivered
          to the Purchaser true and complete copies of all environmental audits,
          evaluations, assessments, studies or tests relating to the Corporation
          of which they are aware.

          Except  for  such  exceptions  as  would  not  individually  or in the
          aggregate  have a Material  Adverse  Effect,  (a) each of Bi-Eau Pure,
          B.P.  Water,  SDLT and Sagard has complied with the  provisions of all
          applicable  Environmental  Laws; (b) each of Bi-Eau Pure,  B.P. Water,
          SDLT and Sagard has not  released  any  Hazardous  Materials  into the
          environment at, on or from any real property owned,  used or leased by
          them in violation of any Environmental Laws; and (c) there are no acts
          or omissions by any of Bi-Eau Pure,  B.P.  Water,  SDLT or Sagard that
          are reasonably likely to give rise to Losses under Environmental Laws.


                                       26
<PAGE>

     (28) Financial Statements. Attached hereto as Schedule 4.1(28) are true and
          complete  copies of (i) the reviewed  annual  financial  statements of
          Bi-Eau Pure as of January 31st,  2004 and January 31st,  2005, and the
          related  reviewed  statements of income and cash flows for Bi-Eau Pure
          for the fiscal years then ended (the "Base Financial Statements"), and
          (ii) the internal  unaudited  balance  sheet of Bi-Eau Pure as of July
          31st,  2005,  and the related  unaudited  statement of income and cash
          flows for Bi-Eau Pure for the interim  period from  February 1st, 2005
          to July 31st,  2005 (the  "Interim  Financial  Statements").  The Base
          Financial   Statements  and  the  Interim  Financial   Statements  are
          collectively referred to as the "Financial Statements".  Also attached
          hereto as  Schedule  4.1 (28) are true and  complete  copies of i) the
          internal  annual  financial  statements of SDLT as of August 31, 2005,
          ii) the internal  annual  financial  statements of Sagard as of August
          31, 2005, and iii) the internal  annual  financial  statements of B.P.
          Water as of August 31, 2005;

          The Financial  Statements are in accordance with the books and records
          of Bi-Eau Pure in all material respects. The Financial Statements have
          been  prepared  in  accordance  with  GAAP and  present  fairly in all
          material respects, in accordance with GAAP, the financial position and
          results  of  operations  of  Bi-Eau  Pure as of the  dates and for the
          periods indicated.

          The  above-mentioned  financial  statements  of SDLT,  Sagard and B.P.
          Water are each in accordance with their  respective  books and records
          in all material respects. These financial statements present fairly in
          all material respect the financial  position and results of operations
          of each of the  above-mentioned  entities  as of the dates and for the
          periods indicated.

     (29) Absence of Certain  Changes.  Except as disclosed in Schedule  4.1(29)
          attached hereto,  since January 31st, 2005, the Corporation and Bi-Eau
          Pure have carried on the Business only in the Ordinary Course and with
          respect  to each of Bi-Eau  Pure,  B.P.  Water,  Sagard,  SDLT and the
          Corporation, there has been no:

          a)   event or  occurrence  that  individually  or in the aggregate has
               caused  or is  reasonably  likely  to  cause a  Material  Adverse
               Effect;

          b)   physical  damage,  destruction  or  loss in an  amount  exceeding
               $10,000 in the aggregate affecting the Corporation's assets which
               is not covered by insurance or remedied within thirty (30) days;

          c)   increase  in  compensation  payable  or to become  payable to any
               employee,  independent contractor,  consultant or director of the
               Corporation,  or  any  bonus  payment  made  or  promised  to any
               employee,  independent contractor,  consultant or director of the
               Corporation,  or  any  material  change  in  personnel  policies,
               insurance benefits or other compensation  arrangements  affecting
               the employees, independent contractors,  consultants or directors
               of the Corporation (other than increases in wages and salaries or
               bonus payments made in the Ordinary Course);


                                       27
<PAGE>

          d)   waiver of any rights by the Corporation  under any Contract which
               waiver could have a Material Adverse Effect on the Corporation;

          e)   hypothec,  pledge or  security  interest  (other  than  Permitted
               Encumbrances)  of any of the Assets  (except  with respect to the
               refinancing   of  the  debts  owed  to  the  Creditors)  nor  any
               additional borrowing secured by the Immoveable Property;

          f)   sale or transfer of the Assets (including  Intellectual Property)
               except, in each case, in the Ordinary Course;

          g)   change in any method of accounting or accounting  practice or tax
               calculating  or tax  reporting  methods  or  practice  except  as
               required  by GAAP and  Applicable  Law as in effect  from time to
               time;

          h)   entrance into any material transaction other than in the Ordinary
               Course;

          i)   termination of any material  agreement or  relationship  with any
               customer or any material change in the terms thereof;

          j)   capital expenditure (or commitment  therefore) by the Corporation
               in excess of $5,000 per capital improvement or item;

          k)   labor  union  organizing  activity,   any  actual  or  threatened
               employee  strikes,  work  stoppages,  slow-downs  or other  labor
               disputes or  disturbances or any adverse change in relations with
               employees;

          l)   material  tax  election  or  change  in  tax  accounting  by  the
               Corporation,  except with  respect to the  Reorganization  of the
               Corporation  and Bi-Eau Pure for the purpose of the  Transactions
               contemplated   herein  and  which  had  been   disclosed  to  the
               Purchaser;

          m)   declaration or payment of any dividend or other  distribution  by
               the Corporation in respect of any of its shares or the redemption
               by the  Corporation of any of its shares,  except with respect to
               any  payment of  dividend,  distribution,  purchase,  issuance or
               redemption  of  shares  relating  to the  Reorganization  for the
               purpose  of the  Transactions  contemplated  herein and which had
               been disclosed to the Purchaser; or

          n)   authorization, approval, agreement or commitment to do any of the
               foregoing.

     (30) Tax Matters.  Each of Bi-Eau Pure,  B.P. Water,  SDLT,  Sagard and the
          Corporation has correctly computed all Taxes owing by it, prepared and
          duly and timely filed all federal, state, provincial, municipal, local
          and foreign returns,  estimates,  information  statements,  elections,
          designations,  reports  and any other  filings  related to Taxes ("Tax
          Returns")  required to be filed by it, has timely paid all Taxes which
          are or may become due and  payable on or prior to the date  hereof and
          has  made  adequate  provision  for  Taxes  in its  respective  annual
          financial  statements.  Each of Bi-Eau Pure, B.P. Water,  SDLT, Sagard
          and the Corporation has made adequate and timely  instalments of Taxes
          required to be made.  Except as disclosed in Schedule  4.1(30),  there
          are no  circumstances  which exist and would  result in, or which have
          existed  and  resulted  in Section 80 of the Tax Act  applying  to the
          Corporation.


                                       28
<PAGE>

     (31) Tax Returns. All Tax Returns of each of Bi-Eau Pure, B.P. Water, SDLT,
          Sagard  and the  Corporation  have  been  assessed  and  there  are no
          outstanding waivers of any limitation periods or agreements  providing
          for an  extension  of time for the  filing  of any Tax  Return  or the
          payment of any Tax by each of Bi-Eau Pure,  B.P. Water,  SDLT,  Sagard
          and the Corporation or any outstanding objections to any assessment or
          reassessment of Taxes.  Any proposed  deficiencies  have been paid and
          settled. There are no liens for Taxes on the Assets.

     (32) Payment of Taxes. Each of Bi-Eau Pure, B.P. Water, SDLT and Sagard and
          the  Corporation  has collected from each receipt from any of the past
          and present  customers  (or other  Persons  paying  amounts to each of
          Bi-Eau Pure, B.P. Water,  SDLT, Sagard and the Corporation) the amount
          of all Taxes  (including  goods and services tax and provincial  sales
          taxes)  required to be collected  and has paid and remitted such Taxes
          when due, in the form required under  Applicable Laws or made adequate
          provision  for the  payment of such  amounts  to the proper  receiving
          authorities.

     (33) Tax Liabilities.  All provisions for Tax liabilities of each of Bi-Eau
          Pure,  B.P. Water,  SDLT,  Sagard and the Corporation in the financial
          statements set forth in Schedule  4.1(28) have been made in accordance
          with GAAP consistently  applied, and all liabilities for Taxes of each
          of  Bi-Eau  Pure,  B.P.  Water,   SDLT,  Sagard  and  the  Corporation
          attributable  to periods  prior to or ending on the date  hereof  have
          been adequately  provided for on its respective  financial  statements
          set forth in Schedule 4.1(28).  Each of Bi-Eau Pure, B.P. Water, SDLT,
          Sagard and the  Corporation  has no liability  for Taxes of any Person
          other than itself.

     (34) Insurance.  Schedule 4.1(34) hereto lists all insurance policies owned
          or held by the Corporation or its  predecessors.  Such policies afford
          coverage  to the  Corporation  and its  employees,  the Assets and the
          Business in amounts and against all risks normally  insured against by
          Persons  possessing  similar assets or operating similar businesses in
          similar locations. All such policies are in full force and effect (and
          will be maintained in full force and effect through the Closing Date),
          all premiums  with  respect  thereto have been paid to the extent due,
          and no notice of  cancellation  or termination  has been received with
          respect to any such policy.

     (35) Health and Safety  Matters.  The Corporation is in compliance with the
          requirements  of the  Occupational  Health  and  Safety  Act,  R.S.Q.,
          chapter S-2.1 and the regulations promulgated  thereunder,  except for
          such non-compliance as would not individually or in the aggregate have
          a Material Adverse Effect. The Corporation or its predecessors has not
          received any citation from the Quebec Worker's  Compensation  Board or


                                       29
<PAGE>

          any comparable administration of any province or local jurisdiction (a
          "Board") or any Board inspector setting forth any respect in which the
          facilities or operations of the Corporation are not in compliance with
          Occupational Health and Safety Act, or the regulations under such act,
          which  non-compliance  has  not  been  corrected  or  remedied  to the
          satisfaction  of such Board  inspector.  Schedule  4.1(35) hereto sets
          forth a list of all citations  heretofore  issued to Bi-Eau Pure under
          Occupational Health and Safety Act and correspondence from and to such
          Board and any Board inspectors during the past five years.

     (36) Undisclosed Liabilities. Bi-Eau Pure has no liabilities or obligations
          nor  had  any  liabilities  or  obligations   immediately   prior  the
          Reorganization  of any nature  whatsoever  (whether  known or unknown,
          accrued,   absolute,   contingent  or  otherwise)   other  than:   (i)
          liabilities  and  obligations  fully  reflected  on  the  consolidated
          balance sheet included in the Interim Financial Statements, (ii) trade
          payables  and similar  current  liabilities  incurred in the  Ordinary
          Course  between the date of the balance sheet  included in the Interim
          Financial   Statements  and  the  Closing,   (iii)   liabilities   and
          obligations  arising in the  Ordinary  Course  between the date of the
          balance sheet  included in the Interim  Financial  Statements  and the
          Closing,  and (iv)  liabilities  and obligations  otherwise  disclosed
          herein.

     (37) Each of SDLT and Sagard had no liabilities or obligations  immediately
          prior  to  the  Reorganization.  B.P.  Water  had  no  liabilities  or
          obligations  immediately  prior to the  Reorganization  other than the
          debts owed to the Caisse Populaire Desjardins de l'Ouest de Longueuil,
          the Banque  Laurentienne  du Canada  and  Investissement  Quebec,  the
          preferred  shares  held by its then  shareholders  and any accrued yet
          unpaid  tax   liabilities   since   February  1,  2005  up  until  the
          Reorganization.

     (38) Illegal Practices. Neither the Corporation,  Bi-Eau Pure, SDLT, Sagard
          and B.P. Water nor any shareholder, officer, director, employee, agent
          or other  Person  acting  on behalf  of the  Corporation  has given or
          agreed to give any gift or similar  benefit of more than nominal value
          to any  customer,  supplier,  government  employee  or official or any
          other  Person  who is or may be in a  position  to help or hinder  the
          Corporation  in  connection  with any actual or proposed  transaction,
          which  gift or  similar  benefit:  (i) is not  reflected  in the  Base
          Financial Statements, (ii) constituted a violation of law, a violation
          of a code  of  conduct  or  ethics  adopted  by the  Corporation  or a
          violation  of a code of conduct or ethics  with which the  Corporation
          has  agreed to  comply,  (iii) if not given in the  past,  might  have
          materially and adversely  affected the Business or the  Corporation or
          which, if not continued in the future,  might materially and adversely
          affect the Business,  or the Corporation,  or (iv) is likely to have a
          Material Adverse Effect on the Corporation or the Business.

     (39) Material Contracts and Other Contracts.  Except as set out in Schedule
          4.1(39), the Corporation is not a party to or bound by:

          a)   any distributor,  sales,  advertising,  agency or  manufacturer's
               representative or similar Contract;


                                       30
<PAGE>

          b)   any continuing Contract for the purchase of materials,  supplies,
               equipment or services which involves  payment under that Contract
               of more than $5,000;

          c)   any  employment  or  consulting  contract  or any  other  written
               Contract with any officer, employee or consultant other than oral
               Contracts  of  indefinite  hire  terminable  by  the  Corporation
               without cause on reasonable notice;

          d)   any  hypothec,  trust  indenture,   mortgage,   promissory  note,
               debenture,  loan  agreement,  guarantee or other Contract for the
               borrowing of money or a leasing transaction;

          e)   any agreement of guarantee,  indemnification or assumption or any
               other  similar  commitment  with  respect  to,  the  liabilities,
               obligations,   indebtedness,  or  commitments  (whether  accrued,
               absolute,  contingent or otherwise) or  indebtedness of any other
               Person (except for cheques endorsed for collection);

          f)   any Contract for capital  expenditures in excess of $5,000 in the
               aggregate;

          g)   any Contract for the sale of any of the Assets or any part of the
               Business, other than sales to customers in the Ordinary Course;

          h)   any  confidentiality  or  non-disclosure  Contract  (whether  the
               Corporation is a beneficiary or obligor  thereunder)  relating to
               any    proprietary   or    confidential    information   or   any
               non-competition or similar Contract;

          i)   any Contract to which the  Corporation is a party or by which the
               Corporation  or any of the Assets are bound or  attached  made in
               the Ordinary Course which involves or may reasonably  involve the
               payment  to or by the  Corporation  in excess of $5,000  over the
               term of the Contract (a "Material Contract");

          j)   any Contract  entered into by the Corporation or its predecessors
               other than in the Ordinary Course.

          True,  accurate  and  complete  copies  of all  Contracts  set  out in
          Schedule  4.1(39),  or where those Contracts are oral, true,  accurate
          and  complete  summaries  of their  terms,  have been  provided to the
          Purchaser.

     (40) No Default Under  Contracts.  The Corporation or its  predecessors has
          performed all of the obligations required to be performed by it and is
          entitled to all benefits under, and is not in default or alleged to be
          in default in respect of, any Contract relating to the Business or the
          Assets  (including  the Contracts  referred to in any Schedule to this
          Agreement),  to  which  it is a  party  or by  which  it is  bound  or
          affected.  All such  Contracts  are in good standing and in full force
          and effect,  and no event,  condition or occurrence exists that, after
          notice or lapse of time or both,  would constitute a default under any
          such  Contract.   There  is  no  dispute   between  Bi-Eau  Pure,  the
          Corporation or its predecessors on the one hand and any other party on


                                       31
<PAGE>

          the other hand under any such  Contract.  Except as  disclosed  in the
          Schedules to this  Agreement,  none of such  Contracts  contain  terms
          under which the execution or performance of this Agreement  would give
          any other contracting party the right to terminate or adversely change
          the terms of that  Contract  or  otherwise  require the consent of any
          other  Person.  None of those  Contracts  have  been  assigned,  or if
          applicable subleased, in whole or in part.

     (41) Corporate  Records.  The  minute  books of each of Bi-Eau  Pure,  B.P.
          Water,  SDLT,  Sagard and the Corporation  contain true,  accurate and
          complete  records  of all of its  Constating  Documents  and of  every
          meeting, resolution and corporate action taken by the shareholders and
          the board of directors.  Every meeting  reflected therein was properly
          called and held,  and every  resolution set forth therein was properly
          passed.  No meeting of shareholders or the board of directors has been
          held for which minutes have not been prepared and are not contained in
          those minute books. All corporate  proceedings reflected in the minute
          books  of each of  Bi-Eau  Pure,  B.P.  Water,  SDLT,  Sagard  and the
          Corporation  have  been  conducted  or  taken in  compliance  with all
          Applicable Laws. The share certificate book, register of shareholders,
          register of directors and officers,  securities  register and register
          of transfer of each of Bi-Eau Pure, B.P. Water,  SDLT,  Sagard and the
          Corporation are true, accurate and complete in all material respects.

     (42) Litigation.  Except as set  forth in  Schedule  4.1(42),  there are no
          Claims  (whether  or not  purportedly  on behalf  of the  Corporation)
          pending or, to the  Knowledge  of the Vendors,  threatened  against or
          affecting,  Bi-Eau Pure, the  Corporation or its  predecessors  or the
          Assets.  To the Knowledge of the Vendors,  there is not any factual or
          legal  basis  on which  any such  Claim  might be  commenced  with any
          reasonable likelihood of success.

     (43) Customers.  Schedule  4.1(43)  hereto sets forth a list of the current
          customers of the Corporation.

     (44) Suppliers.  Schedule  4.1(44)  hereto sets forth a list of the current
          top ten (10)  suppliers of the  Corporation.  To the  Knowledge of the
          Corporation,  no event,  occurrence  or fact has occurred  which would
          lead it to believe  that any of such  suppliers  will not  continue to
          supply the current level and type of goods currently being provided to
          Bi-Eau Pure on similar terms and conditions.

     (45) Transactions  with  Affiliates.  Schedule  4.1(45) hereto sets forth a
          complete  list of all  contracts,  agreements,  leases,  arrangements,
          understandings   or  commitments  to  which  any  shareholder  of  the
          Corporation or any Affiliate, on the one hand, and the Corporation and
          any of its predecessors, on the other hand, is a party.

     (46) Full  Disclosure.  The Vendors are not aware of, and have no Knowledge
          of, any facts  pertaining  to the  Corporation  or the Business  which
          could  reasonably  be expected to have a Material  Adverse  Effect and
          which have not been disclosed in this Agreement,  the Schedules hereto
          or the Financial Statements.


                                       32
<PAGE>

4.2  Representations and Warranties of the Purchaser

     The Purchaser  represents  and warrants to each Vendor as follows as of the
     date of this  Agreement  and as of the Closing Date and  acknowledges  that
     each  Vendor  is  relying  on  these   representations  and  warranties  in
     connection with the sale by that Vendor of its Vendor's Shares:

     (1)  Organization  and Corporate  Power.  The Purchaser is duly constituted
          and organized  under the laws of the State of Delaware  (USA),  and is
          validly   subsisting,   under   the  laws  of  its   jurisdiction   of
          incorporation  and is  up-to-date  in the filing of all  corporate and
          similar returns under the laws of that jurisdiction. The Purchaser has
          all necessary  corporate  power and authority to acquire the Purchased
          Shares,  to enter into this  Agreement and to perform its  obligations
          hereunder.

     (2)  Authorization.  All necessary corporate action has been taken by or on
          the part of the  Purchaser to authorize  its execution and delivery of
          this Agreement and the contracts,  agreements and instruments required
          by this  Agreement to be delivered  by it and the  performance  of its
          obligations hereunder and thereunder.

     (3)  Enforceability. This Agreement has been duly executed and delivered by
          the  Purchaser  and  (assuming due execution and delivery by the other
          Parties) is a legal,  valid and binding  obligation  of the  Purchaser
          enforceable  against it in accordance  with its terms,  except as that
          enforcement  may be limited by  bankruptcy,  insolvency and other laws
          affecting the rights of creditors  generally and except that equitable
          remedies may be granted only in the discretion of a court of competent
          jurisdiction.  Each  of  the  contracts,  agreements  and  instruments
          required by this  Agreement to be delivered by the  Purchaser  will at
          the  Closing  Date have been duly  executed  and  delivered  by it and
          (assuming due  execution  and delivery by the other  parties  thereto)
          will be enforceable against it in accordance with its terms, except as
          that  enforcement  may be limited by bankruptcy,  insolvency and other
          laws  affecting  the rights of  creditors  generally  and except  that
          equitable remedies may be granted only in the discretion of a court of
          competent jurisdiction.

     (4)  Execution of the Agreement. The execution, delivery and performance by
          the Purchaser of this Agreement,  and the other documents contemplated
          by  this  Agreement  to  which  the  Purchaser  is a  party,  and  the
          consummation by the Purchaser of the Transactions  contemplated hereby
          and thereby, do not and will not (i) violate,  conflict with or result
          in the breach of any  provision  of the  Constating  Documents  of the
          Purchaser or (ii) violate or conflict  with any law  applicable to the
          Purchaser or any other  restriction  of any kind or character to which
          the Purchaser is subject,  except as would not  individually or in the
          aggregate  have  a  Material  Adverse  Effect  on the  ability  of the
          Purchaser to perform its obligations under this Agreement.

     (5)  Consents. No filing, consent, waiver, approval or authorization of any
          Governmental  Authority  or of any  third  party  on the  part  of the
          Purchaser  is  required to be  obtained  or made by the  Purchaser  in
          connection  with  the  execution,  delivery  and  performance  by  the


                                       33
<PAGE>

          Purchaser of this  Agreement or the other  documents  contemplated  by
          this  Agreement to which the Purchaser is a party or the  consummation
          by the  Purchaser of any of the  Transactions  contemplated  hereby or
          thereby,  other than those filings required by the Securities Exchange
          Act of 1934 (including any Form 8-K) and such other filings, consents,
          waivers,  approvals or authorizations as do not individually or in the
          aggregate  have  a  Material  Adverse  Effect  on the  ability  of the
          Purchaser to perform its obligations under this Agreement.

     (6)  No Finder's  Fees.  The  Purchaser has not taken any action that would
          cause  any  Vendor to  become  liable  to any  Claim  for a  brokerage
          commission, finder's fee or other similar arrangement.

4.3  Survival of Representations, Warranties and Covenants of the Vendors

     (1)  The  representations  and warranties of the Vendors  contained in this
          Agreement and in any contract, agreement,  instrument,  certificate or
          other document executed or delivered pursuant to this Agreement, shall
          survive  Closing and shall  continue for the benefit of the  Purchaser
          for the applicable  limitation period  notwithstanding  the Closing or
          any investigation made by or on behalf of the Purchaser, except that:

          a)   the  representations  and warranties set out in Sections  4.1(1),
               4.1(2),  4.1(3),  4.1(4),  4.1(5), 4.1(9), 4.1(11) (insofar as it
               relates to the due  incorporation  and organization and the valid
               existence and  corporate  power of the  Corporation)  and 4.1(12)
               shall  survive  and  continue  in full force and  effect  without
               limitation of time;

          b)   the  representations  and warranties set out in Sections 4.1(30),
               4.1(31),  4.1(32) and 4.1(33) shall survive  Closing and continue
               in full  force and effect  until,  but not  beyond,  the 90th day
               following the expiration of the period,  if any,  during which an
               assessment,  reassessment  or other form of  recognized  document
               assessing liability for Taxes under applicable Tax legislation in
               respect of any taxation year to which those  representations  and
               warranties  extend could be issued under that Tax  legislation to
               the Corporation, provided the Corporation did not file any waiver
               or other document extending that period; and

          c)   the remainder of the  representations  and  warranties set out in
               Section 4.1 shall survive  Closing and continue in full force and
               effect until the 3rd anniversary of the Closing Date.

     (2)  The covenants and other  obligations of the Vendors  contained in this
          Agreement and in any contract, agreement,  instrument,  certificate or
          other document  executed or delivered  pursuant to this Agreement,  to
          the extent that they have not been fully  performed at or prior to the
          Closing,  shall survive  Closing and shall continue for the benefit of
          the  Purchaser  for  the  applicable   limitation  period  imposed  by
          Applicable Law notwithstanding Closing.


                                       34
<PAGE>

     (3)  Notwithstanding  Sections 4.3(1), a Claim for any breach of any of the
          representations  and warranties  contained in this Agreement or in any
          contract,  agreement,   instrument,   certificate  or  other  document
          executed or delivered  pursuant  hereto  involving fraud or fraudulent
          misrepresentations may be made at any time following the Closing Date,
          subject only to applicable  limitation  periods  imposed by Applicable
          Law.

4.4  Survival of the Representations, Warranties and Covenants of the Purchaser

     (1)  The  representations and warranties of the Purchaser contained in this
          Agreement and in any contract, agreement,  instrument,  certificate or
          other document executed or delivered pursuant to this Agreement, shall
          survive  Closing and shall continue for the benefit of the Vendors for
          the applicable  limitation period  notwithstanding  the Closing or any
          investigation made by or on behalf of the Vendors, except that:

          a)   the  representations  and warranties set out in Sections  4.2(1),
               4.2(2),  4.2(3) and 4.2(4)  shall  survive  and  continue in full
               force and effect without limitation of time; and

          b)   the remainder of the  representations  and  warranties set out in
               Section 4.2 shall survive  Closing and continue in full force and
               effect until the 3rd anniversary of the Closing Date.

     (2)  The covenants and other obligations of the Purchaser contained in this
          Agreement and in any contract, agreement,  instrument,  certificate or
          other document  executed or delivered  pursuant to this Agreement,  to
          the extent that they have not been fully  performed at or prior to the
          Closing Date, shall survive Closing and shall continue for the benefit
          of the  Vendors  for  the  applicable  limitation  period  imposed  by
          Applicable Law notwithstanding Closing.

     (3)  Notwithstanding  Section 4.4(1),  a Claim for any breach of any of the
          representations  and warranties  contained in this Agreement or in any
          contract,  agreement,   instrument,   certificate  or  other  document
          executed or delivered  pursuant  hereto  involving fraud or fraudulent
          misrepresentations may be made at any time following the Closing Date,
          subject only to applicable  limitation  periods  imposed by Applicable
          Law.

                                   ARTICLE 5
                                 INDEMNIFICATION

5.1  Indemnification by the Vendors

     (1)  Subject to this Article 5, the Vendors shall solidarily  indemnify and
          save  harmless  the  Purchaser  from any and all  Losses  suffered  or
          incurred by the Purchaser or the Corporation as a result of or arising
          directly or indirectly out of or in connection with:

          a)   any  inaccuracy of or any breach by either of the Vendors of, any
               representation  or warranty of either of the Vendors contained in
               this  Agreement  or  in  any  contract,  agreement,   instrument,
               certificate  or  other  document   delivered   pursuant  to  this


                                       35
<PAGE>

               Agreement  (except  that the  Vendors  shall not be  required  to
               indemnify or save  harmless the Purchaser or the  Corporation  in
               respect  of any  inaccuracy  or breach of any  representation  or
               warranty  unless the Purchaser  shall have provided notice to the
               Vendors  in  accordance  with  Section  5.4  on or  prior  to the
               expiration  of  the  applicable   time  period  related  to  that
               representation and warranty set out in Section 4.3); and

          b)   any  breach or  non-performance  by either of the  Vendors of any
               covenant  or  other  obligation  to be  performed  by it  that is
               contained  in  this  Agreement  or in  any  contract,  agreement,
               instrument,  certificate or other document  delivered pursuant to
               this Agreement;

          c)   any  liability or obligation  of any nature  whatsoever  (whether
               known or unknown, accrued, or absolute,  contingent or otherwise)
               of Sagard or SDLT;

          d)   the  Reorganization,   including,  without  limitation,  any  Tax
               consequence arising therefrom.

5.2  Indemnification by the Purchaser

     (1)  Subject to this  Article 5, the  Purchaser  shall  indemnify  and save
          harmless the Vendors  from any and all Losses  suffered or incurred by
          the Vendors as a result of or arising directly or indirectly out of or
          in connection with:

          a)   any  inaccuracy  of or  any  breach  by  the  Purchaser  of,  any
               representation  or warranty of the  Purchaser  contained  in this
               Agreement or in any contract, agreement, instrument,  certificate
               or other document  delivered  pursuant to this Agreement  (except
               that the  Purchaser  shall not be required to  indemnify  or save
               harmless  the Vendors in respect of any  inaccuracy  or breach of
               any  representation  or warranty  unless the  Vendors  shall have
               provided  notice to the Purchaser in accordance  with Section 5.4
               on or  prior to the  expiration  of the  time  period  set out in
               Section 4.4) and

          b)   any breach or non-performance by the Purchaser of any covenant or
               other  obligation to be performed by it that is contained in this
               Agreement or in any contract, agreement, instrument,  certificate
               or other document delivered pursuant to this Agreement.

5.3  Obligation to Reimburse

     The Party providing indemnification under this Agreement (the "Indemnifying
     Party") shall reimburse to the Party being indemnified under this Agreement
     (the "Indemnified  Party") the amount of any Losses suffered or incurred by
     the Indemnified Party, as of the date that the Indemnified Party incurs any
     such Losses, together with interest thereon from that date until payment in
     full,  at the rate per annum equal to the prime  lending  rate of the Royal
     Bank of Canada  from time to time plus three  percent  (3%),  that  payment
     being made without  prejudice to the Indemnifying  Party's right to contest
     the basis of the Indemnified Party's Claim for indemnification.


                                       36
<PAGE>

5.4  Notice of Claim

     (1)  Promptly on becoming aware of any  circumstances,  which have given or
          could give rise to a Claim of  indemnification  under this  Article 5,
          the Party shall notify the other Parties of those circumstances.  That
          notice shall  specify  whether the Losses arise as a result of a Claim
          by a Person against the  Indemnified  Party (a "Third Party Claim") or
          whether the Losses do not so arise (a "Direct Claim"),  and shall also
          specify with reasonable  particularity  (to the extent the information
          is  available)  the factual  basis for the Claim and the amount of the
          Losses, if known.

     (2)  If through the fault of the Indemnified  Party, the Indemnifying Party
          does not  receive  notice of any Claim in time to contest  effectively
          the determination of any liability susceptible of being contested, the
          Indemnifying  Party  shall be  entitled  to set off against the amount
          claimed by the Indemnified  Party the amount of any Losses incurred by
          the Indemnifying Party resulting from the Indemnified  Party's failure
          to give that notice on a timely basis.

5.5  Direct Claims

     With  respect to any Direct  Claim,  following  receipt of notice  from the
     Indemnified  Party of the Direct Claim, the  Indemnifying  Party shall have
     thirty  (30)  days to make such  investigation  of the  Direct  Claim as is
     considered  necessary or desirable.  For the purpose of that investigation,
     the Indemnified  Party shall make available to the  Indemnifying  Party the
     information  relied on by the Indemnified  Party to substantiate the Direct
     Claim,  together  with  such  information  as the  Indemnifying  Party  may
     reasonably  request. If the Parties agree at or prior to the expiry of this
     thirty (30) day period (or agree to any  extension  of this  period) to the
     validity  and amount of that Direct  Claim,  the  Indemnifying  Party shall
     immediately  pay to the  Indemnified  Party the full amount as agreed to by
     the Parties of the Direct Claim. For clarity, the Purchaser shall be deemed
     to have  incurred or suffered  Losses as of and from the Closing  Date as a
     consequence of any reduction in the value of the Purchased Shares resulting
     from an  inaccuracy  or breach of any  representation  or  warranty  by the
     Vendors under this Agreement.

5.6  Third Party Claims

     (1)  With respect to any Third Party Claim, the Indemnifying Party shall be
          entitled (but not  required),  at its expense,  to  participate  in or
          assume the conduct of the  negotiations,  settlement or defence of the
          Third Party Claim and, in that  event,  the  Indemnifying  Party shall
          reimburse the  Indemnified  Party for all of the  Indemnified  Party's
          out-of-pocket   expenses  as  a  result  of  that   participation   or
          assumption.

     (2)  If  the  Indemnifying  Party  elects  to  assume  the  conduct  of the
          negotiations,  settlement  or defence of the Third  Party  Claim,  the
          Indemnifying  Party shall be  entitled to retain  counsel on behalf of


                                       37
<PAGE>

          the  Indemnified  Party who is  acceptable to the  Indemnified  Party,
          acting  reasonably,  to represent the Indemnified  Party of that Third
          Party Claim. In any Third Party Claim for which the Indemnifying Party
          elects to assume that conduct,  the  Indemnified  Party shall have the
          right to participate in the negotiation, settlement or defence of that
          Third Party Claim and to retain separate  counsel to act on its behalf
          but the fees and disbursements of that counsel shall be at the expense
          of the Indemnified Party unless:

          a)   the Indemnified Party determines,  acting reasonably, that actual
               or  potential  of  conflicts  of  interests  exists  which  makes
               representation  chosen by the  Indemnifying  Party not  advisable
               (such as where  the  named  parties  to that  Third  Party  Claim
               include both the  Indemnifying  Party and the Indemnified  Party,
               and the defences available to the Indemnified Party are different
               or in addition to those available to the Indemnifying Party); or

          b)   the  Indemnifying  Party has  authorized  the  retention  of that
               counsel.

     (3)  If the  Indemnifying  Party,  having  elected to assume that  conduct,
          thereafter  fails to defend the Third Party Claim  within a reasonable
          time, the Indemnified  Party shall be entitled to assume that conduct,
          and the  Indemnifying  Party shall be bound by the results obtained by
          the  Indemnified  Party with respect to that Third Party Claim. If any
          Third Party Claim is of a nature  such that the  Indemnified  Party is
          required by  Applicable  Law to make a payment to any Person (a "Third
          Party") with respect to the Third Party Claim before the completion of
          settlement negotiations or related legal proceedings,  the Indemnified
          Party  shall  provide  prior  written  notice of that  payment  to the
          Indemnifying Party.  Thereafter,  the Indemnifying Party shall deposit
          in trust an amount equal to the payment made by the Indemnified Party.
          The said  amount  shall be held in  trust  by a person  chosen  by the
          parties until the Third Party Claim is settled or a ruling is issued.

5.7  Settlement of Third Party Claims

     If the  Indemnifying  Party  fails to assume  conduct of the defence of any
     Third Party Claim, the Indemnified  Party shall have the exclusive right to
     contest, settle or pay the amount claimed.  Whether or not the Indemnifying
     Party  assumes  conduct of the  negotiation,  settlement  or defence of any
     Third Party Claim, the Indemnifying  Party shall not settle any Third Party
     Claim without the written consent of the Indemnified  Party,  which consent
     cannot be  unreasonably  withheld or delayed,  except that the liability of
     the Indemnifying  Party shall be limited to the proposed amount if any such
     consent is not  obtained  for any reason and the  Indemnified  Party  shall
     indemnify  and save  harmless the  Indemnifying  Party from and against any
     Losses  resulting  from or arising  out of the  failure of the  Indemnified
     Party to consent to that settlement.


                                       38
<PAGE>

5.8  Co-Operation

     The Indemnified  Party and the  Indemnifying  Party shall  co-operate fully
     with each other with  respect to Third  Party  Claims,  and shall keep each
     other fully  advised  with  respect to that Third  Party  Claim  (including
     supplying  copies of all  relevant  documentation  promptly  as it  becomes
     available).  Where the defence of a Third  Party Claim is being  undertaken
     and conducted by the Indemnifying  Party,  the Indemnified  Party shall use
     all reasonable efforts to make available to the Indemnifying  Party, at the
     request and  expense of the  Indemnifying  Party,  those  employees  of the
     Indemnified  Party whose  assistance,  testimony or presence is  reasonably
     necessary to assist the Indemnifying Party in evaluating and defending that
     Third Party Claim.

5.9  Gross-up

     If an  Indemnified  Party is subject to Tax in respect of the receipt of an
     amount pursuant to this Article 5, after taking into account any offsetting
     deduction or tax credit available in respect of the applicable Losses, then
     the amount  payable by the  Indemnifying  Party  shall be  increased  by an
     amount (the "Increased Amount") such that the Indemnified Party shall be in
     the same  position  after  paying  Tax on the  amount  received  hereunder,
     including  any Taxes payable on the Increased  Amount,  as the  Indemnified
     Party  would have been in had the Losses  giving  rise to such  payment not
     arisen and had such amount not been payable.

5.10 Franchise

     The  Vendors  shall not be liable to the  Purchaser  and to  indemnify  the
     latter  in  respect  of any  losses  related  to or  arising  out  with any
     misrepresentation  or  breach  of  any  warranty  whatsoever,   unless  the
     aggregate  amount of all Losses incurred by the Purchaser during the period
     of warranty exceeds $20,000.00 (the "Aggregate minimum").  In addition, the
     Vendors shall not be liable to the Purchaser and to indemnify the latter in
     respect of any loss related to or arising out with any misrepresentation or
     breach of any warranty  whatsoever  unless such loss exceeds $2,000.00 (the
     "Individual  Minimum").  However, if the aggregate amount of all the Losses
     incurred by the Purchaser  during the period of warranty  equals or exceeds
     an amount of $20,000.00, the Vendors shall be liable to and shall indemnify
     the  Purchaser  for the  aggregate  amount  of all  Losses,  including  the
     Aggregate minimum and the Individual  minimum.  The aggregate amount of all
     such indemnifiable losses shall be limited to the Purchase Price.

5.11 Set off

     Each of the Vendors  acknowledges  and accepts that the Purchaser  shall be
     entitled to set off the amount of any Claim of the Purchaser against any of
     them  pursuant to this Article 5 against any amount owing by the  Purchaser
     to the Vendors, including pursuant to Article 2.


                                       39
<PAGE>

                                   ARTICLE 6
                            COVENANTS OF THE PARTIES

6.1  Public Announcements

     No Party  shall  make any  public  statement  or issue  any  press  release
     concerning  the  Transactions  except  as  agreed  by  the  Parties  acting
     reasonably or as may be  necessary,  in the opinion of counsel to the Party
     making that  disclosure,  to comply with the requirements of all Applicable
     Law. If any public  statement or release is so  required,  the Party making
     the  disclosure  shall  consult with the other  Parties  before making that
     statement or release,  and the Parties  shall use all  reasonable  efforts,
     acting in good faith,  to agree on a text for the statement or release that
     is satisfactory to the Parties.

6.2  Expenses

     Unless  specified  otherwise  in this  Agreement,  each Party shall pay all
     expenses  (including  Taxes  imposed  on those  expenses)  it incurs in the
     authorization,  negotiation, preparation, execution and performance of this
     Agreement  and the  Transactions,  including  all fees and  expenses of its
     legal counsel, bankers,  investment bankers, brokers,  accountants or other
     representatives  or  consultants.  The fees and expenses in connection with
     the preparation of the Closing  Financial  Statements shall be borne by the
     Corporation.

6.3  Assumed Liabilities

     The Purchaser  shall be liable to pay to Pure Water  Technologies  Inc., on
     the Closing Date, the following amounts:  i) the cost related to the return
     of four  (4)  water  distributor  equipments  for an  aggregate  amount  of
     $13,129.02;  ii) the  reimbursement  of the paid  deposit for an  aggregate
     amount  of  $17,460.  The  Vendors  shall be  liable  to pay to Pure  Water
     Technologies  Inc.  all the  expenses  accrued  yet  unpaid  of Pure  Water
     Technologies Inc.  relating to the sale,  promotion and distribution of the
     Corporation's products and services as more fully described in Schedule 6.3
     attached  hereto.  The  Purchaser  shall be liable to pay no later than the
     Closing Date any and all debts owed to the Creditors.

6.4  Due Diligence Review

     The Purchaser  has  conducted  its due diligence  review of Bi-Eau Pure and
     Bi-Eau Pure has made available its personnel,  books and records. Purchaser
     acknowledges  that,  exclusive  of fraud,  any  remedies are limited to the
     Indemnification provided herein under Article 5.

6.5  Release of Suretyship (Guarantee)

     The  Purchaser  undertakes to obtain,  no later than the Closing Date,  the
     full and final release of each of the Vendors for any suretyship, guarantee
     or  collateral  security  such  Vendor  may have  granted in respect of any
     obligation of the Corporation or any of its predecessors to any third party
     (including the Creditors).  The Purchaser shall indemnify and hold harmless
     each of the  Vendors  of any claim or  damages  which  may  arise  from any
     execution of any such suretyship, guarantee or collateral security relating
     to any obligation of the Corporation whether past, present or future.


                                       40
<PAGE>

6.6  Termination of the Consulting Agreement signed by Mr. Mathieu Dube

     The Consulting  Agreement  entered into between Bi-Eau Pure and Mr. Mathieu
     Dube,  dated  January  1st,  2001 and the  Assignment  of Rights  Agreement
     entered into between Mr. Mathieu Dube, Mrs. Christiane Dube and Bi-Eau Pure
     dated  January  11,  2001,  shall be  terminated  on the Closing  Date,  in
     consideration  of a joint payment to Mr.  Mathieu Dube and Mrs.  Christiane
     Dube of an aggregate amount of $200,000 (the "Settlement") in settlement of
     the  cancellation of such rights and interests held by Mr. Mathieu Dube and
     Mrs.  Christiane Dube in the said Consulting  Agreement and all accrued yet
     unpaid royalties owed under the said Consulting Agreement,  which amount to
     $215,762.37 as at the date hereof.

     The said amount of $200,000 shall be paid as follows:

     >>   To Mr. Mathieu Dube:

          a)   payment at Closing of $10,000  cash and  $40,000  deposited  with
               Belanger  Sauve in trust to the benefit of Mr. Mathieu Dube to be
               disbursed on January 1, 2006 at no cost to the Purchaser;

          b)   payment on January 1st, 2007: $25,000 ("First Instalment");

          c)   payment on January 1st, 2008: $25,000 ("Second Instalment").

     >>   To Mrs. Christiane Dube:

          a)   payment at Closing of $10,000  cash and  $40,000  deposited  with
               Belanger Sauve in trust to the benefit of Mrs. Christiane Dube to
               be disbursed on January 1, 2006 at no cost to the Purchaser;

          b)   payment on January 1st, 2007: $25,000 ("First Instalment");

          c)   payment on January 1st, 2008: $25,000 ("Second Instalment").

     The Purchaser shall be exclusively liable for the payment of the Settlement
     to Mr. Mathieu Dube and Mrs.  Christiane Dube upon receipt from each of Mr.
     Mathieu  Dube and Mrs.  Christiane  Dube of a full and  final  release  and
     acquittance  in favour of the Purchaser and the  Corporation  of all rights
     and obligations  existing under the Consulting  Agreement and Assignment of
     Rights  Agreement as at the Closing Date,  the whole subject to the payment
     of the Settlement by the Purchaser to Mr. Mathieu Dube and Mrs.  Christiane
     Dube.

     The  payment of the First  Instalment  and the Second  Instalment  shall be
     secured by four  irrevocable  standby  letters  of credit of  $25,000  each
     issued as at or prior to Closing, at the Corporation's cost, to the benefit


                                       41
<PAGE>

     of Mr.  Mathieu Dube and Mrs.  Christiane  Dube and payable  subject to the
     terms  herein-above  mentioned.  The first two  letters of credit  shall be
     cancelled  promptly after the payment of the First  Instalment and the last
     two letters of credit shall be cancelled  promptly after the payment of the
     Second Instalment.

                                    ARTICLE 7
                                     GENERAL

7.1  No Third Party Beneficiary

     This  Agreement  is solely  for the  benefit  of the  Parties  and no third
     parties  shall accrue any benefit,  Claim or right of any kind pursuant to,
     under, by or through this Agreement.

7.2  Entire Agreement

     This  Agreement  together  with the other  agreements to be entered into as
     contemplated  by this  Agreement  (the "Other  Agreements")  constitute the
     entire  agreement  between the Parties  pertaining to the subject matter of
     this   Agreement  and  the  Other   Agreements   and  supersede  all  prior
     correspondence,  agreements, negotiations,  discussions and understandings,
     written or oral.  Except as  specifically  set out in this Agreement or the
     Other Agreements, there are no representations,  warranties,  conditions or
     other agreements or acknowledgements, whether direct or collateral, express
     or implied,  written or oral, statutory or otherwise,  that form part of or
     affect this Agreement or the Other Agreements or which induced any party to
     enter into this Agreement or the Other Agreements. No reliance is placed on
     any  representation,  warranty,  opinion,  advice or assertion of fact made
     either prior to,  concurrently with, or after entering into, this Agreement
     or any Other  Agreement,  or any  amendment or supplement  thereto,  by any
     party to this Agreement or any Other Agreement or its  Representatives,  to
     any  other  Party  or  its  Representatives,   except  to  the  extent  the
     representation,  warranty,  opinion,  advice or  assertion of fact has been
     reduced to writing and  included as a term in this  Agreement or that Other
     Agreement, and none of the parties to this Agreement or any other Agreement
     has been induced to enter into this Agreement or any Other Agreement or any
     amendment or  supplement  by reason of any such  representation,  warranty,
     opinion,  advice or assertion of fact. There shall be no liability,  either
     extra-contractual   or   contractual,   assessed   in   relation   to   the
     representation,  warranty,  opinion, advice or assertion of fact, except as
     contemplated in this Section.

7.3  Non-Merger

     Except where specifically  provided, all provisions of this Agreement shall
     survive the  execution,  delivery and  performance  of this  Agreement  and
     Closing.

7.4  Time of Essence

     Time is of the essence of this Agreement.


                                       42
<PAGE>

7.5  Amendment

     This Agreement may be supplemented, amended, restated or replaced only by a
     written agreement signed by each Party.

7.6  Waiver of Rights

     Any waiver of, or consent to depart from, the requirements of any provision
     of this Agreement shall be effective only if it is in writing and signed by
     the Party giving it, and only in the specific instance and for the specific
     purpose for which it has been given. No failure on the part of any Party to
     exercise, and no delay in exercising,  any right under this Agreement shall
     operate as a waiver of that  right.  No single or partial  exercise  of any
     such right shall  preclude  any other or further  exercise of that right or
     the exercise of any other right.

7.7  Jurisdiction

     Each  Party  irrevocably  and  unconditionally  submits  to  the  exclusive
     jurisdiction  of the  courts of the  Province  of  Quebec  in the  judicial
     district of Montreal,  except with respect to the terms of the  arbitration
     provided in Section 2.5 of this Agreement.

7.8  Governing Law

     This  Agreement  and  any  dispute  arising  from  or in  relation  to this
     Agreement  shall be governed by, and interpreted and enforced in accordance
     with,  the law of the Province of Quebec and the laws of Canada  applicable
     in that province.

7.9  Notices

     (1)  Any notice,  demand or other  communication  (in this  Section  7.9, a
          "notice")  required  or  permitted  to be  given  or made  under  this
          Agreement must be in writing and is sufficiently given or made if:

          a)   delivered  in  person  and  left  with a  receptionist  or  other
               responsible  employee  of the  relevant  Party at the  applicable
               address set forth below;

          b)   sent by prepaid  courier service or (except in the case of actual
               or apprehended disruption of postal service) mail; or

          c)   sent by facsimile transmission, with confirmation of transmission
               by the transmitting equipment (a "Transmission");

          d)   in the case of a notice to the Vendors, addressed to them at:

               Gestion Andre Leroux Inc.
               1992 Jean-Paul Riopelle Street
               Longueuil, Quebec, Canada, J4N 1P6
               Attention:       Andre Leroux


                                       43
<PAGE>

               Rustico Capital Inc.
               4842 Sainte-Catherine West Street
               Westmount, Quebec, Canada, H3Z 1T1
               Attention:       Paul King


               9089-0260 Quebec Inc.
               1072 Richelieu Street
               St-Marc-sur-Richelieu, Quebec, Canada, J0L 2E0
               Attention:       Miguel Doyon


               Lise Tanguay
               1042 Charcot Street, Condo #406
               Boucherville, Quebec, Canada, J4B 8R4


               Richard Dube
               954 Arthur Buies Street
               Sainte-Julie, Quebec, Canada, J3E 4V3


               Dean Kelley
               505 St-Alexandre Street, apt. 40
               Longueuil, Quebec, Canada, J4G 3G3


               with a copy to:

               Belanger Sauve
               1 Place Ville-Marie, Suite 1700
               Montreal, Quebec, Canada, H3B 1C1
               Attention:       Claude Picard
               Facsimile No.:   (514) 878-3053

               and in the case of a notice to the Purchaser, addressed to it at:

               Glacier Water Services Inc.
               1385 Park Center Drive
               Vista, California, 92081
               United States of America
               Attention:       Chief Executive Officer
               Facsimile No.:   (760) 560-0225


                                       44
<PAGE>


               with a copy to:

               Weissmann Wolff Bergman Coleman Grodin & Evall LLP
               9665 Wilshire Boulevard, Suite 900
               Beverly Hills, California, 90212
               United States of America
               Attention:       Howard F. Hart
               Facsimile No.:   (310) 550-7191

     (2)  Any notice sent in accordance with this Section 7.9 shall be deemed to
          have been received:

          a)   if  delivered  prior  to or  during  normal  business  hours on a
               Business Day, on the date of delivery;

          b)   if sent by mail,  on the 5th  Business Day in the place where the
               notice is received after  mailing,  or, in the case of disruption
               of postal  service,  on the fifth Business Day after cessation of
               that disruption;

          c)   if sent by facsimile  during normal  business hours on a Business
               Day in the place where the Transmission is received,  on the same
               day that it was  received by  Transmission,  on  production  of a
               Transmission report from the machine from which the facsimile was
               sent which  indicates that the facsimile was sent in its entirety
               to the relevant facsimile number of the recipient; or

          d)   if sent in any other manner, actual receipt;

          except that any notice delivered in person or sent by Transmission not
          on a Business Day or after normal business hours on a Business Day, in
          each case in the place where the notice is  received,  shall be deemed
          to have been  received on the next Business Day in the place where the
          notice is received.

     (3)  Any Party may change its  address  for notice by giving  notice to the
          other Parties.

7.10 Assignment

     No Party may assign or transfer,  whether absolutely, by way of security or
     otherwise,  all or any  part  of  its  rights  or  obligations  under  this
     Agreement to any Person, except that Purchaser may assign any or all of its
     rights  hereunder to any of its Affiliates,  but no such  assignment  shall
     relieve Purchaser of any obligation hereunder.

7.11 Further Assurances

     Each  Party  shall  promptly  do,  execute,  deliver  or  cause to be done,
     executed or delivered all further acts, documents and matters in connection
     with this Agreement that any other Party may  reasonably  require,  for the
     purposes of giving effect to this Agreement.


                                       45
<PAGE>

7.12 Severability

     If, in any jurisdiction, any provision of this Agreement or its application
     to any Party or  circumstance is restricted,  prohibited or  unenforceable,
     that provision shall, as to that  jurisdiction,  be ineffective only to the
     extent  of  that  restriction,   prohibition  or  unenforceability  without
     invalidating the remaining provisions of this Agreement,  without affecting
     the validity or enforceability of that provision in any other  jurisdiction
     and, if applicable,  without affecting its application to the other Parties
     or circumstances.

7.13 Successors and Assigns

     This Agreement  shall be binding on, and shall enure to the benefit of, the
     Parties and their respective successors and permitted assigns.

7.14 Counterparts

     This Agreement may be executed in any number of counterparts, each of which
     shall be deemed to be an  original  and all of which taken  together  shall
     constitute one agreement.

7.15 Effective Date

     Notwithstanding the date of execution of this Agreement,  the Parties agree
     that this Agreement is deemed to take effect as of October 3rd, 2005.

7.16 Language

     The Parties have agreed that this Agreement and all contracts, documents or
     notices  relating to this Agreement be drawn in the English  language.  Les
     Parties ont convenu que cette convention et tout contrat,  document ou avis
     y afferent soient rediges en langue anglaise.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]






                                       46
<PAGE>

IN WITNESS WHEREOF, the Parties have duly executed this Agreement.


Gestion Leroux:                              Rustico:
Gestion Andre Leroux Inc.                    Rustico Capital Inc.


By:                                          By:
    ----------------------------                 ----------------------------
         Andre Leroux                                 Paul King

9089:                                        Kelley:
9089-0260 Quebec Inc.

                                             --------------------------------
By:                                                   Dean Kelly
    ----------------------------
         Miguel Doyon


Tanguay:                                     Dube:


--------------------------------             --------------------------------
Lise Tanguay                                 Richard Dube


Purchaser:
Glacier Water Services Inc.


By:
    ----------------------------




                                       47