**EXHIBIT
      2**





**ACQUISITION
      AGREEMENT**





AGREEMENT,
      made effective this 30th day of June 2005, by and among Easy.com, Inc., a Nevada
      corporation, ("ESY"), Royal Spring Water Company Inc., a Nevada corporation
      ("RSP"), the persons executing this agreement (referred to collectively as
      "Shareholders" and individually as "Shareholder") who own all of the outstanding
      shares of RSP.





**RECITALS**





**WHEREAS,** ESY
      a
      private, fully reporting company desires to acquire, 100% of the total
      outstanding capital stock of RSP; and





**WHEREAS,** RSP
      and
      its Shareholders agree to enter into a business combination transaction which
      shall result in the former Shareholders of RSP controlling a stake in ESY;
      and





**NOW,
      THEREFORE,** in
      consideration of the mutual promises, covenants, and representations contained
      herein, the parties hereto intending to be legally bound hereby, agree as
      follows:





**ARTICLE
      1**





**EXCHANGE
      OF SECURITIES**





**1.1** **Issuance
      of Shares.** **** Subject
      to all of the terms and conditions of this Agreement, ESY and RSP agree that
      no
      issuance of shares will take place and the RSP shareholders (Exhibit A) will
      surrender their shares to ESY.
      ESY will
      then be the only single shareholder of RSP Common Stock owning 100% of the
      outstanding common shares of RSP (the "RSP Common Stock").





**ARTICLE
      2,**





**REPRESENTATIONS
      AND WARRANTIES**


**OF
      RSP**





**RSP
      hereby represents and warrants to ESY that:**





**2.1** **Organization.** **RSP** is
      a
      corporation duly organized, validly existing, and in good standing under the
      laws of Nevada, has all necessary corporate powers to carry on its business
      as
      now owned and operated, and is duly qualified to do business and is in good
      standing in all jurisdictions where its business requires
      qualification.





**2.2**  **Capital.** **** RSP's
      authorized capital presently consists of 75,000 shares of capital stock, par
      value $1.00, of which, as of the date hereof, 75,000 shares are issued and
      outstanding and no shares, warrants or options have been reserved for issuance
      based upon certain specified contingencies. All issued and outstanding shares
      have been duly authorized, validly issued and are fully paid and non-assessable,
      and subject to no preemptive rights of any shareholder.





**2.3**  **Business
      Plan.** **** The
      Business Plan of RSP delivered to ESY accurately describes the business and
      operations of RSP. RSP has all right title and interest in future patents,
      formulas, trademarks, know-how, and other intellectual property discussed in
      such Business Plan or required to undertake the business and operations and
      manufacture and sell the products described in such Business Plan and is not
      required to pay any royalties for the use of such intellectual property to
      any
      person or entity.





**2.4**  **Directors
      and Officers.** **** Exhibit
      B
      to this Agreement, the text of which is hereby incorporated by reference,
      contains the names and titles of all of the directors and officers of RSP as
      of
      the date of this Agreement.





**2.5** **Compliance
      with Laws.** **** RSP
      has
      substantially complied with, and is not in violation of, all applicable federal,
      provincial or local statutes, laws and regulations, including, without
      limitation, any applicable building, zoning, environmental, employment or other
      law, ordinance or regulation affecting its properties, products or the operation
      of its business except where such non-compliance would not have a materially
      adverse effect on the business or financial condition of RSP. RSP has all
      licenses and permits required to conduct its business as now being conducted
      and
      as contemplated in its Business Plan heretofore delivered to ESY except where
      such non-compliance would not have a materially adverse effect on the business
      or financial condition of RSP.





**2.6** **Financial
      Statements.** **** RSP
      will
      deliver to ESY, a copy of the balance sheet and income statement for RSP as
      at
      June 30, 2005. These financial statements have been prepared from
      the
      books and records of RSP, and present fairly the financial position of RSP
      as of
      June 30 ,
      2005,
      and have been prepared in accordance with generally accepted accounting
      principles consistently applied with those used in preparing financial
      statements of RSP during prior fiscal periods.





**2.7**  **Absence
      of Changes.** **** Since
      the
      date of the most recent financial statements there has not been any change
      in
      the financial condition or operations of RSP, except for changes in the ordinary
      course of business, which changes have not in the aggregate been materially
      adverse.





**2.8** **Absence
      of Undisclosed Liabilities.** **** As
      of the
      date of its most recent balance sheet, RSP did not have any material debt,
      liability, or obligation of any nature, whether accrued, absolute, contingent
      or
      otherwise, and whether due or to become due, that is not reflected in such
      balance sheet or incurred in the ordinary course of business following the
      date
      of the last balance sheet included.




**2.9** **Investigation
      of Financial Condition.** **** Without
      in any manner reducing or otherwise mitigating the representations contained
      herein, ESY and/or its attorneys shall have the opportunity to meet with
      accountants and attorneys to discuss the financial condition of RSP. RSP shall
      make available to ESY and/or its attorneys all books and records of RSP. If
      the
      transaction contemplated hereby is not completed, all documents received by
      ESY
      and/or its attorneys shall be returned to RSP and all information so received
      shall be treated as confidential.





**2.10**  **Litigation.** **** RSP
      is
      not a party to any suit, action, arbitration or legal, administrative or other
      proceeding, or governmental investigation pending or, to the best knowledge
      of
      RSP, threatened against or affecting RSP or its business, assets or financial
      condition, except for matters which would not have a material affect on RSP
      or
      its properties. RSP is not in default with respect to any order, writ,
      injunction or decree of any federal, provincial, local or foreign court,
      department, agency or instrumentality applicable to it. RSP is not engaged
      in
      any lawsuits to recover any material amount of monies due to it.





**2.11** **Ownership
      of Shares.** **** The
      delivery of RSP Common Stock as contemplated herein will result in ESY's
      immediate acquisition of record and beneficial ownership of 100% of RSP's
      capital stock, free and clear of all liens and encumbrances subject to
      applicable Provincial and Federal securities laws. Such shares were duly and
      validly issued, fully paid and non-assessable.





**2.13** **Ability
      to Carry Out Obligations.** **** The
      execution and delivery of this Agreement by the Shareholders and RSP and the
      performance by the Shareholders of the obligations hereunder in the time and
      manner contemplated will not cause, constitute or conflict with or result in
      (a)
      any material breach or violation of any of the provisions of or constitute
      a
      material default under any license, indenture, mortgage, charter, instrument,
      articles of incorporation, by-laws, or other agreement or instrument to which
      RSP is a party, or by which it may be bound, nor will any consents or
      authorizations of any party other than those hereto be required, (b) an event
      that would permit any party to any material agreement or instrument to terminate
      it or to accelerate the maturity of any indebtedness or other obligation of
      RSP,
      or (c) an event that would result in the creation or imposition of any material
      lien, charge, or encumbrance on any asset of RSP.





**2.14**  **Assets.** RSP has
      good and marketable title to all of the properties and assets reflected on
      its
      latest balance sheet (except for property and assets disposed of in the ordinary
      course of business after the date thereof), free and clear of all liens and
      encumbrances, except as noted therein, and except for liens of taxes not
      delinquent.





**2.15**  **Indemnification.** **** Shareholders
      (severally in proportion to their shares in RSP as set forth in Exhibit A)
      and
      RSP agree to defend and hold ESY harmless against and in respect of any and
      all
      claims, demands, losses, costs, expenses, obligations, liabilities, damages,
      recoveries and deficiencies, including interest, penalties, and reasonable
      attorney fees, that it shall incur or suffer, which arise out of, result from
      or
      relate to any breach of, or failure by Shareholders to perform any of their
      respective representations, warranties, covenants and agreements in this agreement
      or in any exhibit or other instrument furnished or to be furnished by
      Shareholders under this Agreement.





**ARTICLE
      3**





**REPRESENTATIONS
      AND WARRANTIES**


**OF
      EASY.COM, INC.**





**ESY
      represents and warrants to RSP and the Shareholders that:**





**3.1** **Organization.** **** ESY
      is a
      corporation duly organized, validly existing, and in good standing under the
      laws of the State of Nevada has all necessary corporate powers to own its
      properties and to carry on its business as now owned and operated, and duly
      qualified to do business in each of such provinces and other jurisdictions
      where
      its business requires such qualification. ESY may change its domicile to prior
      to closing.





**3.2** **Capital.** **** At
      the
      Closing the authorized capital stock of ESY will consist of 50,000,000 shares
      of
      Common Stock with a par value of $.001 of which approximately 30,072,000 shares
      of Common Stock will be issued and outstanding. All of the issued and
      outstanding shares will be duly and validly issued, fully paid and
      non-assessable. There are no outstanding subscriptions, options, rights,
      warrants, convertible securities, or other agreements or commitments obligating
      ESY to issue or to transfer from treasury any additional shares of its capital
      stock of any class or repurchase any such shares.





**3.3** **Business.** **** On
      or
      before the closing ESY shall have no operations.





**3.4** **Financial
      Statements.** **** ESY
      will
      deliver to RSP to a copy of the statement of account of ESY as known to the
      current officers and directors of ESY at its current year end. To the best
      of
      our knowledge and information, ESY has had no operations for more than three
      years. These financial statements have been prepared from the books and records
      of ESY for the fiscal year then ended, and have been prepared in accordance
      with
      generally accepted accounting principles consistently applied with those used
      in
      preparing financial statements of ESY during prior fiscal periods.





**3.5** **Absence
      of Changes.** **** Since
      the
      date of the Balance Sheet there has not been any change in the financial
      condition or operations of ESY.





**3.6** **Absence
      of Undisclosed Liabilities.** **** As
      of the
      date of its most recent balance sheet, ESY did not have any material debt,
      liability, or obligation of any nature, whether accrued, absolute, contingent
      or
      otherwise, and whether due or to become due, that is not reflected in such
      balance sheet or incurred in the ordinary course of business following the
      date
      of the last balance sheet included.





**3.7**  **Tax
      Returns.** **** Within
      the times and the manner prescribed by law, ESY has filed all federal,
      provincial and local tax returns, as required by law, and has paid all taxes,
      assessments and
      penalties due and payable. There are no present disputes as to taxes of any
      nature payable by ESY. Adequate provision has been made on the Balance Sheet
      for
      all taxes if any of ESY as of the date thereof.





**3.8** **Investigation
      of Financial Condition.** **** Without
      in any manner reducing or otherwise mitigating the representations contained
      herein, Shareholders shall have the opportunity to meet with ESY's accountants
      to discuss the financial condition of ESY.
      ESY shall
      make available to Shareholders all books and records of ESY in its possession
      and control.





**3.9** **Compliance
      with Laws.** **** ESY
      has
      complied with all, and is not in violation of any, applicable federal,
      provincial or local statutes, laws and regulations (including, without
      limitation, any applicable building, zoning, environmental or other law,
      ordinance, or regulation) affecting its properties or the operation of its
      business, except where non-compliance would not have a materially adverse effect
      on the business or operations of ESY.





**3.10** **Litigation.** **** ESY
      is
      not a party to any suit, action, arbitration or legal, administrative or other
      proceeding, or governmental investigation pending or, to the best knowledge
      of
      ESY, threatened against or affecting ESY or its business, assets or financial
      condition, except for matters which would not have a material affect on ESY
      or
      its properties. ESY is not in default with respect to any order, writ,
      injunction or decree of any federal, provincial, local or foreign court,
      department, agency or instrumentality applicable to it. ESY is not engaged
      in
      any lawsuits to recover any material amount of monies due to it.





**3.11**  **Authority.** **** The
      Board
      of Directors of ESY has authorized the execution of this Agreement and the
      transactions contemplated herein, and when approved by the shareholders of
      ESY
      it will have full power and authority to execute, deliver and perform this
      Agreement and this Agreement will be the legal, valid and binding obligation
      of
      ESY, is enforceable in accordance with its terms and conditions, except as
      may
      be limited by bankruptcy and insolvency laws and by other laws affecting the
      rights of creditors generally.





**3.12** **Ability
      to Carry Out Obligations.** **** The
      execution and delivery of this Agreement by ESY and the performance by ESY
      will
      not conflict with or result in (a) any material breach or violation of any
      of
      the provisions of or constitute a default under any license, indenture,
      mortgage, charter, instrument, certificate of incorporation, bylaw, or other
      agreement or instrument to which ESY is a party, or by which it may be bound,
      nor will any consents or authorizations of any party other than those hereto
      be
      required, (b) an event that would permit any party to any material agreement
      or
      instrument to terminate it or to accelerate the maturity of any indebtedness
      or
      other obligation of ESY, or (c) an event that would result in the creation
      or
      imposition of any material lien, charge, or encumbrance on any asset of
      ESY.





**3.13** **Title.** None of
      such shares of ESY stock are or will be subject to voting trusts or agreements,
      no person holds or has the right to receive any proxy or similar instrument
      with
      respect to such shares, except as provided in this Agreement. ESY is not a
      party
      to any agreement that offers or grants to any person the right to purchase
      or
      acquire any of the securities to be issued pursuant to this Agreement. There
      is
      no applicable local, provincial or federal law rule, regulation
      or decree which would, as a result of the issuance of the shares of ESY stock,
      impair, restrict or delay any voting rights with respect to the shares of ESY
      stock.





**3.14** **Indemnification.** **** ESY
      agrees to indemnify, defend and hold Shareholders and RSP harmless against
      and
      in respect of any and all claims, demands, losses, costs, expenses, obligations,
      liabilities, damages, recoveries and deficiencies, including interest,
      penalties, and reasonable attorney fees, that they shall incur or suffer, which
      arise out of, result from or relate to any breach of, or failure by ESY to
      perform any of its representations, warranties, covenants and agreements in
      this
      Agreement or in any exhibit or other instrument furnished or to be furnished
      by
      ESY under this Agreement.





**ARTICLE
      4**





**ADDITIONAL
      REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS**





**4.1** **Share
      Ownership.** **** The
      Shareholders hold shares of RSP Common Stock as set forth in Exhibit A hereto.
      The shares are owned of record and are held beneficially by each holder thereof,
      and such shares are not subject to any lien, encumbrance or pledge. Each
      Shareholder will surrender to ESY such shares pursuant to this
      Agreement.





**4.2**  **Shareholders
      and Issued Stock.** **** Exhibit
      A
      annexed hereto sets forth the names, shareholdings and consents of 100% of
      RSP
      shareholders to this transaction.





**4.3** **Indemnification.** **** Each
      Shareholder hereby agrees to indemnify and hold harmless ESY against all
      liability, costs or expenses (including reasonable attorney's fees) arising
      as a
      result of any misrepresentations made herein by such Shareholder.





**ARTICLE
      5**





**PRE-CLOSING
      COVENANTS**





**5.1** **Conduct
      of Business.** **** Prior
      to
      the Closing, RSP and ESY shall each conduct its business in the normal course,
      and shall not sell, pledge, or assign any assets, without the prior written
      approval of the other party, except in the regular course of business. Neither
      RSP or ESY shall amend its Articles of Incorporation or Bylaws, declare dividends,
      redeem or sell stock or other securities, incur additional or newly-funded
      liabilities, acquire or dispose of fixed assets, change
      employment terms, enter into any material or long-term contract, guarantee
      obligations of any
      third party, settle or discharge any balance sheet receivable for less than
      its
      stated amount, pay more on any liability than its stated amount, or enter into
      any other transaction other than in the regular course of business.





**ARTICLE
      6**





**POST-CLOSING
      COVENANTS**





**6.1** **For
      the one year following the Closing herein:**





(a) **Issue
      of Additional Shares.** **** Issuance
      and sales of ESY's securities to affiliated investors will be on the same terms
      as offered to non-affiliated investors and shall be for fair market
      value, which may include a reasonable discount to the quoted price published
      on
      the Pink Sheets.





(b) **No
      Interference or Denial of Shares.** **** Post
      closing, the management of ESY will not challenge the ownership rights of any
      existing shareholders at the time of closing or in any manner interfere with
      their right to transfer the same.





**6.2** **Prompt
      resignation of officers and directors:** **** Upon
      closing all existing ESY officers and directors shall have resigned and Alex
      Hazan, Harel Goldstein and Isaac Ben Hamou shall be elected or appointed
      directors and CEO, President, and Secretary as the case may be.





**6.3** **Benefit
      for all ESY Shareholders:** **** The
      foregoing provisions of this Article 6 are expressly set forth for the benefit
      of all shareholders of ESY and may not be amended or waived. Any shareholder
      damaged by a violation of these provisions shall have the right to seek an
      injunction and/or damages, including reasonable attorneys' fees, for such
      violation.





**6.4
      Listing :** Upon
      the
      closing the undersigned management agrees to list the Company on the OTC-Pink
      Sheets or higher exchange to the best of its ability.





**CONDITIONS
      PRECEDENT TO**


**ESY'S
      PERFORMANCE**




**7.1** **Conditions.** **** ESY's
      obligations hereunder shall be subject to the satisfaction, at or before the
      Closing, of all the conditions set forth in this Article 7. ESY may waive any
      or
      all of these conditions in whole or in part without prior notice; provided,
      however, that no such waiver of a condition shall constitute a waiver by ESY
      of
      any other condition of or any of ESY's other rights or remedies, at law or
      in
      equity, if Shareholders shall be in default of any of their representations,
      warranties, or covenants under this Agreement.




**7.2** **Accuracy
      of Representations.** **** Except
      as
      otherwise permitted by this Agreement, all representations and warranties by
      Shareholders in this Agreement or in any written statement that shall be
      delivered to ESY by Shareholders under this Agreement shall be true and accurate
      on and as of the Closing Date as though made at that time.




**7.3** **Performance.** **** Shareholders
      shall have performed, satisfied, and complied with all covenants, agreements,
      and conditions required by this Agreement to be performed or complied with
      by
      it, on or before the Closing Date.




**7.4**  **Absence
      of Litigation.** **** No
      action, suit, or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against RSP on or
      before the Closing Date.




**7.5** **Acceptance
      by RSP Shareholders.** **** The
      holders of an aggregate of not less than 90% of the issued and outstanding
      shares of common stock of RSP shall have agreed to exchange their shares for
      shares of ESY Common Stock.




**7.6** **Certificate.** **** Shareholders
      shall have delivered to ESY a certificate, dated the Closing Date, certifying
      that each of the conditions specified in Sections 7.2 through 7.5 hereof have
      been fulfilled.





**ARTICLE
      8**




**CONDITIONS
      PRECEDENT TO SHAREHOLDERS' PERFORMANCE**





**8.1** **Conditions.** **** Shareholders'
      obligations hereunder shall be subject to the satisfaction, at or before the
      Closing, of all the conditions set forth in this Article 8. Shareholders may
      waive any or all of these conditions in whole or in part without prior notice;
      provided, however, that no such waiver of a condition shall constitute a waiver
      by Shareholders of any other condition of or any of Shareholders' rights or
      remedies, at law or in equity, if ESY shall be in default of any of its
      representations, warranties, or covenants under this Agreement.





**8.2** **Accuracy
      of Representations.** **** Except
      as
      otherwise permitted by this Agreement, all representations and warranties by
      ESY
      in this Agreement or in any written statement that shall be delivered
      to Shareholders by ESY under this Agreement shall be true and accurate on and
      as
      of the Closing
      Date as though made at that time.





**8.3** **Performance.** **** ESY
      shall
      have performed, satisfied, and complied with all covenants, agreements, and
      conditions required by this Agreement to be performed or complied with by it,
      on
      or before the Closing Date.





**8.4** **Absence
      of Litigation.** **** No
      action, suit or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against ESY on or
      before the Closing Date.





**8.5** **Agreement
      concerning Liabilities.** **** ESY
      shall
      have entered into an agreement to reduce its liabilities incurred in its
      operations prior to the closing on terms satisfactory to
      Shareholders.





**8.6** **Officers'
      Certificate.** **** ESY
      shall
      have delivered to Shareholders a certificate, dated the Closing Date and signed
      by the President of ESY certifying that each of the conditions specified in
      Sections 8.2 through 8.5 have been fulfilled.





**ARTICLE
      9** **** **CLOSING**





**9.1** **Closing.** **** The
      Closing of this transaction shall be held at the offices of ESY, or such other
      place as shall be mutually agreed upon, on such date as shall be mutually agreed
      upon by the parties. In event the Closing herein has not been completed by
      the
      30th day of June 2005 any party hereto may terminate this agreement and in
      such
      event this agreement shall be null and void. At the Closing:





(a)  Each
      Shareholder shall present the certificates representing his shares of RSP being
      acquired by ESY, and such certificates will be duly endorsed.





(b)  ESY
      shall
      deliver an officer's certificate, as described in Section 8.6 hereof, dated
      the
      Closing Date, that all representations, warranties, covenants and conditions
      set
      forth in this Agreement on behalf of ESY are true and correct as of, or have
      been fully performed and complied with by, the Closing Date.





(c)  ESY
      shall
      deliver a signed consent and/or Minutes of the Directors of ESY approving this
      Agreement and each matter to be approved by the Directors of ESY under this
      Agreement.





(d)  (d)
      Alex
      Hazan and Harel Goldstein shall deliver a certificate, as described in Section
      7.6 hereof, dated the Closing Date, that all representations, warranties,
      covenants and conditions set forth in this Agreement on behalf of Shareholders
      are true and correct as of, or have been fully performed and complied with
      by,
      the Closing Date, with the exception that the warranty as to ownership of shares
      by other Shareholders is qualified to the best of their knowledge and
      belief.





**ARTICLE
      10**





**MISCELLANEOUS**





**10.1** **Captions.** **** The
      Article and paragraph headings throughout this Agreement are for convenience
      and
      reference only, and shall in no way be deemed to define, limit, or add to the
      meaning of any provision of this Agreement.





**10.2** **No
      Oral Chan** **g** **e.** **** This
      Agreement and any provision hereof, may not be waived, changed, modified, or
      discharged orally, but it can be changed by an agreement in writing signed
      by
      the party against whom enforcement of any waiver, change, modification, or
      discharge is sought.





**10.3** **Non-Waiver.** **** Except
      as
      otherwise expressly provided herein, no waiver of any covenant, condition,
      or
      provision of this Agreement shall be deemed to have been made unless expressly
      in writing and signed by the party against whom such waiver is charged; and
      (i)
      the failure of any party to insist in any one or more cases upon the performance
      of any of the provisions,
      covenants, or conditions of this Agreement or to exercise any option herein
      contained shall
      not be construed as a waiver or relinquishment for the future of any such
      provisions, covenants, or conditions, (ii) the acceptance of performance of
      anything required by this Agreement to be performed with knowledge of the breach
      or failure of a covenant, condition, or provision hereof shall not be deemed
      a
      waiver of such breach or failure, and (iii) no waiver by any party of one breach
      by another party shall be construed as a waiver with respect to any other or
      subsequent breach.





**10.4** **Time
      of Essence.** **** Time
      is
      of the essence of this Agreement and of each and every provision
      hereof.





**10.5** **Non-competition
      Agreement.** **** Each
      of
      the Shareholders hereby jointly and severally agrees that for a period of three
      (3) years following the Closing herein, that they will not, directly or
      indirectly:





(a) Own,
      operate, manage or be involved in any manner with any business that competes
      in
      any way, either directly or indirectly, with RSP;





(b) Solicit
      or contact any customers or former customers of RSP in connection with a
      business in competition with RSP;





(c) Reveal,
      disclose or use for any purpose, any trade secret, or other confidential or
      proprietary information concerning RSP or the identity or characteristics of
      any
      customer, former customer or customer list; or





(d) Solicit
      the services in any manner, or employ any employees of RSP for competing
      employment or otherwise.





**10.6** **Entire
      Agreement.** **** This
      Agreement contains the entire Agreement and understanding between the parties
      hereto, supersedes all prior agreements and understandings, and constitutes
      a
      complete and exclusive statement of the agreements, responsibilities,
      representations and warranties of the parties.





**10.7** **Counterparts.** **** This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.





**10.8** **Notices.** **** All
      notices, requests, demands, and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given on the date
      of
      service if
      served personally on the party to whom notice is to be given or delivered by
      a
      national courier service, or on the third day after mailing if mailed to the
      party to whom notice is to be given, by first class mail, registered or
      certified, postage prepaid, and properly addressed as follows:





To
                ESY:
            Marvin
                Winick


14
      Pico
      Cres


Thornhill,
      ON,




To
                RSP :
            Harel
                Goldstein


20640
      Plummer St.


Chatsworth
      CA, 91311





To
      Shareholders: To the Shareholder's Representative c/o RSP





**10.9** **Binding
      Effect.** **** This
      Agreement shall inure to and be binding upon the heirs, executors, personal
      representatives, successors and assigns of each of the parties to this
      Agreement.





**10.10** **Mutual
      Cooperation.** **** The
      parties hereto shall cooperate with each other to achieve the purpose of this
      Agreement, and shall execute such other and further documents and take such
      other and further actions as may be necessary or convenient to effect the
      transaction described herein.





**10.11** **Announcements.** **** ESY
      and
      Shareholders will consult and cooperate with each other
      as
      to the timing and content of any announcements of the transactions contemplated
      hereby to the
      general public or to employees, customers or suppliers.





**10.12** **Expenses.** **** Each
      party will pay its own legal, accounting and any other out-of-pocket expenses
      reasonably incurred in connection with this transaction, whether or not the
      transaction contemplated hereby is consummated.





**10.13** **Brokerage.** **** RSP,
      ESY
      and Shareholders each represent that no finder, broker, investment banker or
      other similar person has been involved in this transaction. Each party agrees
      to
      indemnify and hold the others harmless from payment of any brokerage fee,
      finder's fee
      or
      commission claimed by any other person or entity who claims to have been
      involved in the transaction herein because of an association with such party.





**10.14** **Survival
      of Representations and Warranties.** **** The
      representations and warranties of the parties set forth in this Agreement or
      in
      any instrument, certificate, opinion, or other writing providing for in it,
      shall survive the Closing irrespective of any investigation made by or on behalf
      of any party for a period of one year.





**10.15** **Exhibits.** **** As
      of the
      execution hereof, the parties hereto have provided each other with
      the
      Exhibits provided for hereinabove, including any items referenced therein or
      required to be
      attached thereto. Any material changes to the Exhibits shall be immediately
      disclosed to the other party.





**10.16** **Choice
      of Law.** **** This
      Agreement and its application shall be governed by the laws of the State of
      Nevada.







(SIGNATURE
      PAGE TO FOLLOW)






**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this Agreement to be executed by their authorized
      representatives, all as of the date first written above.





Easy.Com,
                Inc..Marvin
                WinickRoyal
                Spring Water Inc.Harel
                Goldstein, President




(Signatures
      on file)










EXHIBIT
      A





THE UNDERSIGNED, each
      being shareholders of Royal Spring Water Inc. hereby represent that they own
      the
      number of shares of Royal Spring Water Inc.'s common stock as set forth beneath
      their respective signature below and further covenant and agree to comply with,
      undertake to perform, and abide by, the various covenants, warranties and undertakings
      as set forth in the foregoing Agreement and Plan of Acquisition made effective
      this 30th day
      of June 2005, by and among Easy.com, Inc., Royal Spring Water Inc., and the
      shareholders of Royal Spring Water Inc..





EXECUTED  on
      the
      date set forth below the respective signatures:




Name:
                Alex HazanNumber
                of Shares: 37,500Dated:
                June 30, 2005Name:
                Harel GoldsteinNumber
                of Shares: 37,500Dated:
                June 30, 2005(Signatures
                on file)







EXHIBIT
      B


OFFICERS
      AND DIRECTORS


ROYAL
      SPRING WATER INC.





Alex
                Hazan
            CEO


Harel
                Goldstein
            President
                and Secretary