EXHIBIT 10.5

BETWEEN THE UNDERSIGNED:

1/ Mr.  Christian  BERTHIER,  executive  of  economic  development,  residing at
CLERMONT  FERRAND  (Puy de Dome),  54  Boulevard  Panoramique,  Born in CLERMONT
FERRAND (Puy de Dome) on April 29, 1947.
Divorced  from Mrs.  Laurence  Marthe Leone  Gilberte  ABRAHAM And not remarried
since.
Of French nationality.
Is  resident  under the  definition  of fiscal  authorities,  Not subject to the
national pact of solidarity.
Hereinafter called the "LESSOR",  which obligates him to the ordinary guaranties
and to the law in the matter.

2/ The company  POSEIDIS SAS,  company by simplified  shares,  with a capital of
EURO  38,000,   Whose   headquarters  is  in  THENEUILLE  03350  (Allier),   Les
Sourdinieres.
Represented  by Mr. Louis David Arnaud PARDO,  residing 28, Bd.  Malesherbes  in
Paris 8th, acting in his capacity of President of the company.
Registered at the Commercial Registry of Companies of MONTLUCON, SIREN # 447 983
149 Moral person with a status of resident  under the  definitions of the fiscal
authorities.  Hereinafter  called  the  "LESSEE",  which  obligates  him  to the
ordinary guaranties and to the law in the matter.

                                 LONG-TERM LEASE

The LESSOR  provides a long-term  lease on the ground and the underground of the
parcels of land  designated  thereafter,  with the  purpose of  exploitation  by
collecting  of the mineral  water spring of "La  Trolliere".  The deposit  being
within the limits of the parcels of land so designated.

                                   DESIGNATION

-On the community of THENEUILLE (Allier),  hamlet La Trolliere,  being: a series
of  parcels  of land of total  area of two  hectares,  ten  acres  and 49th of a
hundred  acres,  including  a spring of mineral  water,  that appear in the land
registry as follows:

---------------- ------ --------------------- ----- ---- ----------- ------
Section          Nr.    Location              Area                   Asset
---------------- ------ --------------------- ----- ---- ----------- ------
                                              Hect. Acr. 1/100th
---------------- ------ --------------------- ----- ---- ----------- ------
A                904    Pres de la Trolliere             09          Land
---------------- ------ --------------------- ----- ---- ----------- ------
A                905    La Trolliere          1     64   10          Meadow
---------------- ------ --------------------- ----- ---- ----------- ------
A                967    ---d---                     17   90          Meadow
---------------- ------ --------------------- ----- ---- ----------- ------
A                968    ---d---                     28   00          Meadow
---------------- ------ --------------------- ----- ---- ----------- ------
A                1049   ---d---                          40          Meadow
---------------- ------ --------------------- ----- ---- ----------- ------
For a total area of                           2     10   49
--------------------------------------------- ----- ---- ----------- ------



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As these parcels appear in the land registry  attached,  and as they exist, with
their easements, attached parts, and the rights of all nature that are attached,
without reserve or exception.

                               OBJECT OF CONTRACT

It is stipulated that the present lease has for exclusive object to grant to the
LESSOR a real estate right as to the total right to use the underground  mineral
water  reserves  of  the  geo  thermal  deposit  of La  Trolliere,  located  and
geographically situated in the parcels of land mentioned above.

It covers the entirety of the  productive  capacity in gaseous  natural  mineral
water of which  collection is authorized,  named "BERTHIER  WELLS"  (ministerial
authorization of November 28, 2002), as well as the other potential  collections
that may be possible on the site.

The LESSOR will have free access to the land described above and will be able to
undertake  all  necessary  work  towards the  exploitation  of the  spring:  new
collection,  buildings,  improvement and various work; all within the respect of
authorizations in effect.

Are included in annex:

1/  Geological  survey of the  Bourbon  Basin  l'Archambault,  illustrating  the
characteristics and the hydrological potential of the basin,

2/ Study on the analytical  characteristics of the water of La Trolliere,  dated
May 15, 2000,

3/ Declaration  of the French Agency of Sanitation  Security of Foods dated June
17, 2000

4/ Article 288 of the Official  Journal of December 11, 2002, that published the
decree of November  28, 2002 that grants to Mr.  BERTHIER the  authorization  to
exploit  "as  mineral  water,  as it is present as a source,  the water from the
Berthier Wells located in the community of Theneuille (Allier)".

                                LAND REGULATIONS

The  LESSOR  has  been  made  aware of an  information  notice  of land  survey,
delivered  by the City Hall of  THENEUILLE  attached  in annex,  and from  which
results that the above-mentioned assets are not impaired by land regulation.

                              ORIGIN OF THE ASSETS

Reference of Publication

Acquisition,  by contract  received by Mrs. Claude TAIN,  Notary in CERILLY,  on
June 20, 1995.  Published at the Office of Mortgages of  Montlucon,  on June 29,
1995, volume 1995P,  nr.2304.  Acquisition  following  contract received by Mrs.
TAIN,  Notary above  mentioned,  on October 6, 1995,  Published at the Office of
Mortgages of Montlucon, on November 3, 1995, volume 1995P, nr.3746.


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Origin of property

The spring (#904) belongs to Mr. BERTHIER  following the acquisition that he has
made of the company called COMPAGNIE GENERALE DES MATIERES  NUCLEAIRES (in short
COGEMA),   limited  liability  company   headquartered  at  VELIZY  VILLACOUBLAY
(Yvelines) 2, rue Paul Dautier,  following  contract received by Mrs. TAIN, esq,
Notary at CERILLY,  on June 20,  1995.  The other  parcels of land belong to Mr.
BERTHIER,  following an  acquisition  from Mrs.  Suzanne  Elianne Marie Marcelle
MURET,  residing at the  "Tailles" in the community of  Theneuille,  wife of Mr.
Georges Jean  DENIZON,  according  to a contract  received by Mrs.  TAIN,  above
mentioned Notary, on October 6, 1995.


                              DURATION OF THE LEASE

The  present  long term lease is granted  and agreed to for a duration of TWENTY
YEARS  from the  TENTH OF APRIL TWO  THOUSAND  THREE  until the TENTH  APRIL TWO
THOUSAND TWENTY THREE.

                                  LEASE PAYMENT

The current lease is granted and accepted for a yearly lease payment of EURO one
hundred twenty thousand.

In  addition,  as soon  as the  LESSOR  will  begin  the  bottling  process,  an
additional  royalty of one cent of euro per  bottle,  whatever  the  content and
without limitation on the quantity of bottles, will be paid.

                              PAYMENT OF THE LEASE

The LESSEE is obligated to pay the lease to the LESSOR,  or on his behalf to his
representative  and  power-of-attorney,  in 12 installments,  at the anniversary
date, i.e. on the tenth of each month, and for the first time on April 10, 2003.
All payments  will take place at the domicile of the LESSOR,  or at the domicile
of the Notary,  at the choice of the  LESSOR,  and will have to be made in legal
tender.

In case the LESSOR would chose that the lease payment be made to the Notary, the
fees and Value Added Tax will be supported by the LESSOR.

                               REVISIONS-INDEXING

The amount of the lease payment will be adjusted  every year,  and for the first
time one year after the signature of the present contract,  or April 10, 2004 in
the same proportion as the index of living INSEE for all consumption  except for
tobacco  products;  the starting  indicator is established as of January 2002 at
104.4 points.



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                                   CONDITIONS

The current  long-term  lease is concluded  with the expenses and the conditions
that the LESSEE is obligated to fulfill,  namely:  The assets leased will be "as
is", without the possibility,  at no time and for no reason,  to demand from the
LESSOR any compensation.

He will maintain in good repairs the leased assets, including as the case may be
the new constructions  that he will build,  without the possibility to claim any
compensation  from the LESSOR,  and will have to return the whole assets in good
condition at the end of the lease.

He will support the covenants attached to the land, active or hidden, continuous
or discontinuous, that may be attached to the leased assets, and will benefit in
return  from the  active  easements,  if any  exist,  at his own  risk,  without
recourse against the LESSOR.

He will be allowed  to  purchase  active  covenants  and attach to them  passive
covenants  by title,  for a time period that cannot  exceed the  duration of the
present lease and under the condition that he informs the LESSOR of such action.
He  will  donate  and  abandon  to the  LESSOR  or to his  representatives,  all
constructions  and improvements  that may exist at the end of the present lease,
without recourse against the LESSOR.

He will pay,  in  addition  to the  lease  payment  above all taxes and  charges
relative to the leased assets. He will have the ability to transfer his right to
the present  lease as well as  sub-lease  in  totality  or in parts,  however by
remaining the joint guarantor to the execution of the conditions of the lease as
well as the payment of the lease as stipulated above.

SPECIAL CONDITION:

The LESSEE  commits to abide by  obligations  towards the relevant  authorities,
with the  purpose to  safeguard  the  authorization  to exploit the spring of La
Troliere,  the  collection of water of "Puits  Berthier" by proceeding  with the
improvements and technical  investigations  that are necessary,  as well as with
the periodical analyses demanded by AFSSA, DDASS, etc.

                              RECAP OF OBLIGATIONS

In the document of charges  dated May 4, 1961,  it is  stipulated in Chapter III
"Particular  Conditions"  the  following:  Article 30 "As presented  above,  the
springs  of  Saint-Pardoux  and of La  Troliere  have  been  declared  of public
interest by ministerial decree of July 31, 1878."

"However,  this declaration will be terminated if the buyer does not exploit the
springs in conformity with the current rules and  regulations  pertaining to the
exploitation  of  mineral  water  springs"  Article  31 The  buyer  will be held
responsible,   without  recourse  against  the  State,  to  support  the  rights
attributed to the residents of the  community of  THENEUILLE,  to supply free of
charge the spring water of  Saint-Pardoux  and La Troliere  necessary  for their
use. He also will have,  under the same  conditions,  to allow  collecting water
necessary  to  their  use  by  the  civil  and  military   hospital  of  Bourbon
l'Archambault."


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                                EVENTS OF DEFAULT

The present lease can be cancelled by the LESSOR in the following cases:

- in the event of  non-execution  by the LESSEE of the  obligations  that result
from the lease or if serious damage is done to the assets;

- in case of non  payment of the lease,  and after one month  after  demand,  in
conformity  with the law.  The LESSEE  cannot  free  himself of the  payment nor
escape his obligations by walking away from the assets.  In case of cancellation
for any of the reasons above,  the LESSEE will have to vacate and abandon to the
LESSOR all constructions  and improvements  that he may have performed,  without
the possibility to claim compensation.

The LESSEE  commits to respect all  procedures  in place to obtain the necessary
authorizations, as soon as he is leaseholder, and owner of the SAUTY land, whose
acquisition is stipulated in other documents. If the judicial and administrative
constraints make the  exploitation of the site impossible,  the present contract
will be cancelled between the parties,  one month after  notification,  and this
without recourse against each other.

                        LONG TERM CHARACTER OF THE LEASE

The present contract is la long-term lease.

The lease provides to the LESSEE a real right on the leased assets.

The LESSEE is  authorized  to grant a mortgage  on the assets that he holds as a
result of the  present  contract.  The LESSEE can  transfer  or lease the leased
assets;  however  he  remains  jointly  responsible  with the sub lessee for the
execution of all  obligations  resulting  from the present  lease as well as the
payment of the lease as mentioned above.

                                TAXES-FORMALITIES

Local real  estate  taxes will be levied on the  cumulative  amount of the lease
payments,  i.e. the sum of EURO 2,400,000 at a rate of 0.615%. The current lease
will be published in the relevant mortgage office.

If  attachments  exist,  the LESSOR will have to bring forward  certificates  of
cancellation  within a month  after  being  informed  in writing at the  elected
domicile.

In order to perform these  formalities,  the undersigned  give all powers to Mr.
Jean BOIRE,  Notary Clerk,  residing  professionally  in CERILLY (Allier) or any
other  clerk or  employee  of the office of Mrs.  TAIN,  Notary in  CERILLY,  to
deposit in the minutes log of said Notary a sample of the current  contract.  It
is required that the  power-of-attorney  verify that the signatures appearing on
this  contract  originate  from the parties and that the  contract is a true and
valid contract.


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                              ELECTION OF DOMICILE

For  the  execution  of  this  contract,  the  parties  elect  their  respective
domiciles.

Made in three originals
At:
On April 10, 2003

LESSOR

/s/Christian  BERTHIER
----------------------------


LESSEE

/s/ Louis David Arnaud PARDO
----------------------------





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