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Exhibit 10.2




Water Supply Contract



Alexa Springs Water Company, referred to in this Contract as “Seller,” located
at 118 Cottonwood, Coppell, Texas, 75019 and Alexa Springs, Inc., referred to
in this Contract as “Purchaser,” located at 652 Southwestern Blvd, Coppell, TX
75019, in mutual consideration of the following provisions, agree as follows:





	 	 	Whereas, Alexa Springs Water Company is the owner of the Alexa Springs
located at 1055 Owley Road, Mt. Ida, Arkansas, 71957.
	 
	 	 	Whereas, Alexa Springs, Inc. is a bottling operation and desires to
bottle and sell the water emanating from the Alexa Springs.
	 
	 	 	Whereas Alexa Springs, Inc. desires to lease the buildings housing the
Alexa Springs from Alexa Springs Water Company located at 1055 Owley
Road, Mt. Ida, Arkansas, 71957 .




1) From and after the effective date of this Contract, December 1, 2004
(“Effective Date”),
Purchaser will have the exclusive right to withdraw spring water from the Alexa
Springs, in
Montgomery County, Arkansas, at a point described and depicted in Exhibit A
attached to and
incorporated into this Contract by reference.



2) This Contract will be for an initial term of ten (10) years (“Initial
Term”), with an automatically renewing option for an additional ten (10) year
term (“Additional Term”), unless terminated as otherwise provided in this
Contract. Written notice of Purchaser’s election not to automatically renew for
an Additional Term is due between the sixth and fourth month prior to the
expiration of the Initial Term.



3) Purchaser covenants to pay Seller after the Effective Date of this Contract,
the following schedule of Royalties on gallons of water produced by the Alexa
Springs:




	 	 	 
	Months 1-12

	 	$0.00083 per gallon
	Months 13-24

	 	$0.00166 per gallon
	Months 25-60

	 	$0.0025 per gallon






Thereafter, Purchaser shall pay Seller at rate, to be determined between
Purchaser and Seller, based upon the then prevailing fair market value of
similar natural spring water producing
wells in the area.



4) Any notice, request, claim, instruction or other document must be sent by
fax and certified mail return receipt requested, and payments mailed to the
following addresses of Seller and Purchaser




	 	 	 
	Seller : Alexa Springs Water Company
	

	 	118 Cottonwood
	

	 	Coppel, Texas 75019
	

	 	972-462-5896 fax






	 	 	 
	Purchaser: Alexa Springs, Inc.
	

	 	652 Southwestern Blvd.
	

	 	Coppell, Texas 75019
	

	 	972-462-7764 fax







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5) Purchaser will furnish and bear expense of pumping facilities of a type
approved by Seller.



6) To measure the quantity of water withdrawn, Purchaser agrees to install, at
Purchaser’s expense, at the location described and depicted in Exhibit A, any
meters and recording devices that are approved by the Seller. The meters and
recording devices will permit the accurate determination of quantities of raw
water withdrawn pursuant to this Contract in units of gallons. Purchaser will
maintain all meters and recording devices in operating condition and will
recalibrate, at Purchaser’s own expense, all metering and recording equipment
from time to time, if required by Seller.



7) Purchaser will cause the meters and recording devices to be read on the last
day of each month by Purchaser’s representative. A representative of the Seller
may be present at the readings at all reasonable times. Within 15 days of each
reading, Purchaser will furnish Seller a copy of the results of each monthly
meter reading.



8) Seller will furnish Purchaser invoices, which lists the amounts due Seller
for water withdrawn, and Purchaser shall remit such amounts to Seller within 30
days of receiving the statements.



9) Purchaser represents to Seller, and Seller relies on such representation,
that all water withdrawn from the Alexa Springs will be used for bottling and
selling to the public.



10) Seller makes no guarantee that water will be available at any particular
time or place or that the Alexa Springs will be retained at any specific level
at any particular time. It is fully understood by both parties to this Contract
that the level of the Alexa Springs water will vary and that this instrument is
merely an Contract to allow withdrawal of water from the Alexa Springs when and
if water is present and available. Purchaser will have a right to pump all the
available water. In consideration of that right, Purchaser agrees to purchase
all the water the Alexa Springs produces.



11) There will be no obligation on Seller to maintain any waters at any
specified level. Purchaser releases Seller and agrees to hold Seller harmless
from any and all claims that Purchaser, its customers or users has or may have
against Seller for any reason whatever resulting from the treated or untreated
waters of the Alexa Springs. Seller makes no representation as to the quality
of the water.



12) Purchaser will indemnify and hold Seller harmless from any and all claims
or demands whatsoever to which Seller may be subject by reason of any injury to
any person or damage to any property resulting from or in any way connected
with any and all actions and activities (or failure to act) of Purchaser under
this Contract. Purchaser’s pumping and related facilities will be solely
responsible for obtaining permits or easements for the use of the land or
interests owned by others, including the United States government, necessary
for the installation, operation, and maintenance of pumps, pipelines, and other
facilities for the diversion and transportation of water. Nothing in this
Contract will be construed as authorizing Purchaser to install any equipment or
improvements on property owned by Seller. These authorizations are rights
conferred in a definitive lease agreement for the buildings and property
(“Lease Agreement”) where the Alexa Springs is located, to be executed by and
between Seller and Purchaser.




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13) Purchaser agrees that in Purchaser’s operation under this Contract,
Purchaser will not pollute the waters of Alexa Springs and that Purchaser will
not withdraw water in any manner that under any circumstances might cause
pollution of Alexa Springs.



14) Purchaser agrees to comply with all local, state, and federal laws
concerning water and water rights applicable to this transaction.



15) This Contract may be terminated immediately at Seller’s option if Purchaser
at any time fails to comply with any of the covenants contained in this
Contract after notice of default in accordance with paragraph 4, and a ten (10)
day opportunity to cure. Following termination of this Contract, regardless of
how it is terminated, Seller will have the right within 30 days following the
date of termination to remove any and all equipment left by Purchaser on or
near the Alexa Springs, and the action will not cause Seller to incur any
liability for damages.



16) If the Lessee terminates the Lease Agreement under its paragraph15,
Purchaser may terminate this Contract with ten (10) days notice in accordance
with paragraph 4. This Contract may be terminated with ten (10) days notice in
accordance with paragraph 4 at Seller’s option, if the Lease Agreement is
terminated for any other reason.



17) This Contract is subject to the execution of the Lease Agreement, and the
Additional Term is subject to the automatic renewal of the Lease Agreement’s
additional ten year term.



18) If any provision of this Contract or the application of any such
provision to a person or circumstances shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof and this Contract shall remain in force and be effectuated as if such
illegal, invalid or unenforceable provision is not a part of this Contract and
there shall be added an enforceable provision, similar to the unenforceable
one.



19) No delay or omission of Seller in exercising any right hereunder shall
operate as a waiver of such right or of any right under this Contract. A
waiver on one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion. The rights and
remedies granted to Seller in this Contract, in the event of Purchaser’s
default, are cumulative, and the exercise of such rights shall be without
prejudice to the enforcement of any other right or remedy authorized by law or
this Contract.



20) Neither this Contract nor any of the rights, interests or obligations
hereunder shall be assigned by Purchaser (whether by operation of law or
otherwise) without the prior written consent of Seller. Subject to the
preceding sentence, this Contract shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and assigns.
Notwithstanding anything contained in this Contract to the contrary, nothing in
this Contract, express or implied, is intended to confer on any Person other
than the Parties or their respective heirs, successors, executors,
administrators and assigns any rights, remedies, obligations or liabilities
under or by reason of this Contract.



21) This Contract shall be construed under and in accordance with the laws of
the State of Arkansas. The parties agree to jurisdiction and venue in Dallas
County, Texas and Montgomery County, Arkansas.



22) Any legal action is brought by either of the parties hereto, it is
expressly agreed that the prevailing party in such legal action shall be
entitled to recover from the other party reasonable attorney’s fees in addition
to any other relief that may be awarded. For the purposes of this




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clause, the prevailing party is the party in whose favor final judgment is entered. In the
event that declaratory or injunctive relief alone is granted, the parties
receiving such relief shall be considered to be the prevailing party. The
amount of reasonable attorney’s fees shall be determined by the court, in the
trial of such action or in a separate action brought for that purpose.
Attorney’s fees awarded under the provisions of this paragraph shall be in
addition to any other relief that may be awarded.



23) This Contract shall not be modified or otherwise amended except pursuant to
an instrument in writing executed and delivered by each of the Parties



24) THIS CONTRACT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES AND
SUPERSEDES ALL PREVIOUS VERBAL AND WRITTEN AGREEMENTS, REPRESENTATION OR
WARRANTIES. The Parties have not relied upon any statements, promises or
representations, written or oral, express or implied, other than those
explicitly set forth in this Contract.



25) This Contract may be executed in any number of counterparts, each of which,
when executed, shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument. A facsimile copy of these
signatures shall be considered as effective and valid as the original.



Executed this 1st day of December 2004.




Alexa Springs Water Company




	 	 	 
	By:

	 	/s/ Kay Bloom

	Title:

	 	Secretary

	 
	 	 
	Alexa Springs, Inc
	 
	 	 
	By:

	 	/s/ Marshall Sorokwasz

	Title:

	 	President









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