**EXHIBIT
        10**
  **COMMERCIAL
        LEASE AGREEMENT**
 **T&E
        CONSOLIDATORS, L.P.**
 **Landlord**
 **AND**
 **ROYAL
        SPRING WATER, INC.**
 **Tenant**
  
  **TABLE
        OF CONTENTS**
 **1.**
              **BUILDING
                  AND TERM**
              **2****2.**
              **BASE
                  RENT; SECURITY DEPOSIT; POSSESSION**
              **2****3.**
              **TENANT'S
                  MAINTENANCE AND REPAIR OBLIGATIONS**
              **3****4.**
              **ALTERATIONS**
              **3****5.**
              **SIGNS**
              **3****6.**
              **UTILITIES**
              **3****7.**
              **INSURANCE**
              **4****8.**
              **RESTORATION
                  FOLLOWING CASUALTY**
              **4****9.**
              **INDEMNIFICATION**
              **4****10.**
              **USE**
              **4****11.**
              **INSPECTION**
              **5****12.**
              **ASSIGNMENT
                  AND SUBLETTING**
              **5****13.**
              **CONDEMNATION**
              **5****14.**
              **SURRENDER
                  OF PROJECT; HOLDING OVER**
              **6****15.**
              **QUIET
                  ENJOYMENT**
              **6****16.**
              **EVENTS
                  OF DEFAULT**
              **6****17.**
              **REMEDIES**
              **7****18.**
              **MORTGAGES**
              **8****19.**
              **ENCUMBRANCES**
              **9****20.**
              **MISCELLANEOUS**
              **9****21.**
              **NOTICES**
              **11****22.**
              **HAZARDOUS
                  WASTE**
              **11****23.**
              **TENANT'S
                  RIGHT TO PERFORM LANDLORD'S OBLIGATIONS**
              **11****24.**
              **SUBMISSION
                  OF LEASE TO TENANT**
              **12****25.**
              **CONTINGENCY**
              **12****26.**
              **NON-COMPETE**
              **12****27.**
              **PERSONAL
                  GUARANTEE**
              **12**
  **Exhibits**
 **EXHIBIT
        A - SITE PLAN**
 **EXHIBIT
        B - EQUIPMENT**
 **EXHIBIT
        C - OPTION TO PURCHASE EXHIBIT D - FIRST RIGHT OF
        REFUSAL**
   **LEASE
        AGREEMENT**
  This
        Lease Agreement (this **"Lease")** is
        entered into by **T&E
        Consolidators, L.P.,** a
        Texas
        limited partnership **("Landlord"),** **** and **Royal
        Spring Water, Inc.,** a
        Nevada
        corporation **("Tenant").**
  
  1. **BUILDING
        AND TERM** **.**
  (a) Landlord
        leases to Tenant, and Tenant leases from Landlord, subject to the terms and
        conditions in the Lease; the three story building attached to the warehouse
        (the **“Building”),** **** six
        25,000 gallon liquid juice tanks (4 tanks are inside the building and 2 outside)
        related water pumps and pipes connecting wells and tanks, motors and agitators **("Equipment"),** **** warehouse
        space containing approximately
        15,000 square feet (the  **"Warehouse"),** **** water
        rights  **("Water
        Rights")** **** from
        Well
        #11 and Well #12
        located on the real Property, **“Land”** (not
        to
        exceed 400,000 gallons pumped per day). Access and
        use
        of the waste water ponds to the west of  **“Land”** for
        the
        sole purpose of purifying bottled drinking water.
        Access and use of the existing rail on the **“Land”.** Approximately
        1,000 square feet of 2nd floor office space in the main office building **("Office
        Space").** **** Access
        and use of 1⁄2 of the paved parking lot south of guardhouse. The foregoing are as
        shown on the site plan attached hereto as **Exhibit
        A and B,** **** and
        are
        collectively referred to as the **“Project”.** **** On
        or
        before April 1, 2006, Landlord shall deliver to Tenant an additional 36,000
        square feet of warehouse space, at which time such additional space shall
        be
        included in the term "Warehouse.”
  Landlord
        shall not be responsible for any railcars used on the rail. All such railcars
        shall be provided by a third party on terms as determined between such third
        party and Tenant. Landlord shall make any appropriate repairs and maintenance
        of
        the engine and rail at the site.
  (b) This
        Lease shall commence on August 1st 2005 (the **“Commencement
        Date”)** **** and
        shall
        continue for a period of twenty-five (25) years (the “Term”).
  (c) Tenant
        reserves the option to renew for an additional 25 years.
  2. **RENT;
        SECURITY DEPOSIT; POSSESSION**
  (a) Tenant
        shall pay to Landlord as rent **("Rent"),** without
        demand, deduction or set off, an amount of $15,000.00 per month for the months
        November 2005 through April 2006; however, it is agreed that the total Rent
        for
        such period, being the sum of $90,000.00, shall be due and payable in full
        on or
        before November 1, 2005. Commencing May 1, 2006 and continuing through December
        31, 2006, Rent shall be $25,000.00 per month. Thereafter, Rent shall increase
        on
        a yearly basis, every January 1st, based on the rate of increase of the Consumer
        Price Index (CPI) published in the Wall Street Journal for the previous calendar
        year. There shall be no adjustment in Rent for any decrease in CPI. Except
        as
        provided in the first sentence of this paragraph, Rent shall be due and payable,
        in advance, on the 1st day of each month during the Term.
  (b) Any
        Rent
        not paid by the 10 th day of
        the month in which due shall be subject to a late fee computed at the rate
        of
        10% per annum on the unpaid Rent from its due date until paid. In no event,
        however, shall the charges permitted under this Section 2.(b), to the extent
        they are considered to be interest under applicable Law, exceed the maximum
        lawful rate of interest.
  (c) Tenant
        shall deposit $10,000.00 with Landlord upon the execution of this Lease,
        and an
        additional $15,000.00 on or before August 1 st ,  2005
        (collectively, the **“Security
        Deposit”),** **** which
        shall be held by Landlord to secure Tenant’s obligations under this Lease.
        Landlord may use any portion of the Security to satisfy Tenant’s unperformed
        obligations hereunder, without prejudice to any of Landlord’s
        other remedies. If so used, within ten (10) days of written proof and demand,
        Tenant shall pay  Landlord
        an amount that will restore the Security Deposit to its original amount upon
        request. The unused portion
        of the Security Deposit will be returned to Tenant within thirty (30) days
        after
        the end of the Term plus 2%
        interest per year.
  
  (d) Landlord
        shall deliver possession of the Project to Tenant upon the last to occur
        of (i)
        full execution of this Lease; (ii) the Commencement Date; (iii) Tenant
        acquisition of all necessary licenses and permits for its use of the Project;
        and (iv) Landlord receipt of certificates showing that Tenant has acquired
        the
        insurance required under this Lease. Any occupancy of the Project by Tenant
        prior to the Commencement Date will be subject to the terms and conditions
        of
        this Lease.
  (e)
              Landlord
                  shall remove all equipment not identified in this Lease
                  Agreement.
  (f)
              Landlord
                  shall repair, seal and clean all leased
                  premises.
  **NOTE:
        Tenant shall notify Landlord by email or fax all such work has been
        completed.**
  3.  **TENANT'S
        MAINTENANCE AND REPAIR OBLIGATIONS.** **** Tenant
        shall maintain all parts of the Project, (not including structural portions),
        in
        good condition and promptly make all necessary repairs and replacements to
        the
        Building if damage is caused by tenant. Notwithstanding anything to the
        contrary, Tenant shall have no obligation to repair any damage caused by
        any
        gross negligence
        or willful misconduct of Landlord, its employees, agents, or contractors
        or
        which may be caused by or
        result from any repairs, alterations, replacements or other improvements
        or
        installations made by Landlord, its employees, agents, or
        contractors.
  4. **ALTERATIONS.** **** Tenant
        shall not make any alterations, additions or improvements to the Project
        without
        the prior written consent of Landlord. Such consent not to be unreasonably
        withheld. Landlord shall not be required to notify Tenant of whether it consents
        to any alteration, addition or improvements
        until it (a) has received plans and specifications therefore which are
        sufficiently detailed to allow
        construction of the work depicted thereon to be performed in a good and
        workmanlike manner, and (b) has had a reasonable opportunity to review them.
        Landlord's approval of any plans and specifications shall not be a
        representation that the plans or the work depicted thereon will comply with
        law
        or be adequate for any purpose, but shall merely be Landlord's consent to
        performance of the work. Upon completion of any alteration, addition, or
        improvement, Tenant shall deliver to Landlord accurate, reproducible as-built
        plans therefore. Tenant may erect shelves, bins, fencing, machinery and trade
        fixtures provided that such items (1) do not alter the basic character of
        the
        Building or the Building; (2) do not overload or damage the same; and (3)
        may be
        removed without damage to the Building. All work performed by a Tenant Party
        on
        the Project (including that relating to the installations, repair, replacement,
        or removal of any item) shall be performed in accordance with Law and with
        Landlord's specifications
        and requirements, in a good and workmanlike manner, and so as not to damage
        or
        alter any building's structure.
  
  5. **SIGNS.** Tenant
        shall not place, install or attach any signage to the Building or Warehouse
        without Landlord's prior written approval. Tenant shall repair, paint, and/or
        replace any portion of the Building or Warehouse damaged or altered as a
        result
        of its signage when it is removed (including, without limitation, any
        discoloration of the Building or Warehouse). Tenant shall not (a) make any
        changes to the exterior of the Building or Warehouse, (b) install any exterior
        lights, decorations, balloons, flags, pennants, banners or paintings, or
        (c)
        erect or install any signs, window or door lettering, decals, placards,
        decorations or advertising media of any type that is visible from the exterior
        of the Building or Warehouse without Landlord's prior written consent. **NOTE:** Landlord
        shall allow Tenant any reasonable signage to market their business.
  6. **UTILITIES.** **** Tenant
        is
        responsible for electricity services. Tenant is responsible for any and all
        telephone expenses. Landlord shall not be liable for any interruption or
        failure
        of utility service.
  7. **INSURANCE.** **** Prior
        to
        delivery of possession and throughout the Term, Tenant shall maintain commercial
        general liability insurance (with contractual liability endorsement), including
        personal injury and property damage in the amount of $1,000,000 per occurrence
        combined single limit for personal injuries and death of persons and property
        damage occurring in or about the Building, plus umbrella coverage of at least
        $2,000,000 per occurrence. Such policy shall (A) name Landlord, Landlord's
        agents, and their respective Affiliates (defined below), as additional insured
        (and as loss payees on the fire and extended coverage insurance), (B) be
        issued
        by an insurance company acceptable to Landlord, (C) provide that such insurance
        may not be cancelled unless 30-days' prior written notice is first given
        to
        Landlord, (D) be delivered to Landlord by Tenant before the Commencement
        Date
        and at least
        15
        days before each renewal thereof, and (E) provide primary coverage to Landlord
        when any policy issued
        to Landlord is similar or duplicate in coverage, in which case Landlord's
        policy
        shall be excess over Tenant's policies.
  8.  **RESTORATION
        FOLLOWING CASUALTY** **.** Tenant
        shall immediately give written notice to Landlord of any damage to the Project.
        If damage to the Project has not been repaired and the Building, Warehouse
        and
        Office Space made ready for occupancy within 60 days after the date of the
        damage or destruction, then the Tenant shall have the right and option to
        terminate this Lease by giving written notice to Landlord at any time within
        15
        days after the end of such 60 day period. Additionally, if the damage is
        to such
        an extent that it cannot reasonably be repaired and the Building, Warehouse
        and
        Office Space made ready for occupancy within 60 days after the date of the
        damage or destruction, then Tenant may terminate this Lease within 30 days
        after
        the date of the damage or destruction by giving written notice to Landlord.
        Following any casualty loss which renders the Building, Warehouse and Office
        Space untenantable, Tenant shall be entitled to an abatement of rent from
        the
        date of the damage or destruction until the Building, Warehouse and Office Space is rendered
        tenantable notwithstanding any negligence on the part of Tenant. If only
        a
        portion of Project is rendered untenantable, then Tenant’s rent shall be
        partially abated taking into account the diminution in value of the Project.
        If
        the Lease is terminated, rent shall be prorated to the date of the damage
        of
        destruction and any prepaid rents other prepaid amounts shall be refunded
        to
        Tenant.
  **9.** **INDEMNIFICATION.**
  (a) Tenant
        shall indemnify, defend, and hold harmless Landlord from and against all
        fines,
        suits, losses, costs, liabilities, claims, demands, actions and judgments
        of
        every kind or character brought by a third party arising from (i) Tenant’s acts
        or omissions, and (ii) the presence of any railcars on the Land at the request
        or for the benefit of Tenant.
  
  (b) Landlord
        shall indemnify, defend, and hold harmless Tenant from and against all fines,
        suits, losses, costs, liabilities, claims, demands, actions and judgments
        of
        every kind or character brought by a third party arising from Landlord’s acts or
        omissions.
  (c) Tenant
        hereby waives any claim it might have against Landlord for any damage to
        or
        theft, destruction, loss, or loss of use of any property, to the extent the
        same
        is insured against under any insurance policy maintained by it that covers
        the
        Project, Tenant's fixtures, personal property, leasehold improvements, or
        business, or is required to be insured against by Tenant under the terms
        hereof,
        unless such loss is caused by the negligent acts or omissions of the Landlord.
        Tenant shall cause its insurance carrier to endorse all applicable policies
        waiving the carrier's rights of recovery under subrogation or otherwise against
        Landlord.
  10.  **USE.** The
        Project is to be used only for the production and storing of purified bottled water
        or
        any product produced with water as an ingredient  **("Use");** Tenant
        shall be solely responsible for complying with all Laws applicable to the Tenant's particular use, occupancy,
        and condition of the Project. Tenant shall acquire and maintain all licenses
        and
        permits required by any governmental agency for Tenant's Use. Tenant shall
        indemnify Landlord against any fines or causes of action brought about by
        Tenant's failure to maintain said permits and licenses.
  11. **INSPECTION.** **** Subject
        to prior notice to Tenant, Landlord and Landlord's agents and representatives
        may enter the Project during normal business hours to inspect the Project;
        to
        make such repairs as may be required or permitted under this Lease; to perform
        any unperformed obligations of Tenant hereunder; and to show the Project
        to
        prospective purchasers, mortgagees, ground lessors, and tenants. Landlord
        shall
        not interfere with Tenant’s operations.
  **12.**
              **ASSIGNMENT
                  AND SUBLETTING.**
  (a) Tenant
        shall not, without the prior written consent (which consent may not be
        unreasonably withheld) of Landlord (1) advertise that any portion of the
        Project
        is available for lease or cause or allow any such advertisement, (2) assign,
        transfer, or encumber this Lease or any estate or interest herein, whether
        directly or by operation of law, (3) permit any other entity to become Tenant
        hereunder by merger, consolidation, or other reorganization, (4) if Tenant
        is an
        entity other than a corporation whose stock is publicly traded, permit the
        transfer of an ownership interest in Tenant so as to result in a change in
        the
        current control of Tenant, (5) sublet any portion of the Project, (6) grant
        any
        license, concession, or other right of occupancy of any portion of the Project,
        or (7) permit the use of the Project by any parties other than Tenant (any
        of
        the events listed in Sections 12.(a)(2) through 12.(a)(7) being a **"Transfer").** **** If
        Tenant
        requests Landlord's consent to a Transfer, then Tenant shall provide Landlord
        with a written description of all terms and conditions of the proposed Transfer,
        copies of the proposed
        documentation, and the following information about the proposed transferee:
        name
        and address; reasonably satisfactory information about its business and business history;
        its
        proposed use of the Project; banking, financial, and other credit information;
        and general references sufficient to enable Landlord to determine the proposed
        transferee's creditworthiness and character. Tenant shall reimburse Landlord
        for its reasonable attorneys' fees and other expenses incurred in connection
        with considering any request
        for its consent to a Transfer. If Landlord consents to a proposed Transfer,
        then
        the proposed transferee shall deliver to Landlord a written agreement whereby
        it
        expressly assumes the Tenant's obligations hereunder (however, any transferee
        of
        less than all of the space in the Project shall be liable only for obligations
        under this Lease that are properly allocable to the space subject to the
        Transfer, and only to the extent of the rent it has agreed to pay Tenant
        therefore). Landlord's consent to a Transfer shall not release Tenant from
        performing its obligations under this Lease, but rather Tenant and its
        transferee shall be jointly and severally liable therefore. Landlord's consent
        to any Transfer shall not waive Landlord's rights as to any subsequent
        Transfers. If an Event of Default occurs while the Project or any part
        thereof are subject to a Transfer, then Landlord, in addition to its other
        remedies, may collect directly from
        such transferee all rents becoming due to Tenant and apply such rents against
        Tenant's Rent obligations. Tenant authorizes its transferees to make payments
        of
        rent directly to Landlord upon receipt of notice from Landlord to do
        so.
  
  (b) Landlord
        may, within 30 days after submission of Tenant's written request for Landlord's
        consent to a Transfer, cancel this Lease (or, as to a subletting or assignment,
        cancel as to the portion of the Project proposed to be sublet or assigned)
        as of
        the date the proposed Transfer was to be effective unless Tenant promptly
        withdraws its request. If Landlord cancels this Lease as to any portion of
        the
        Project, then this Lease shall cease for such portion of the Project and
        Tenant
        shall pay to Landlord all rent accrued through the cancellation date relating
        to
        the portion of the Project covered by the proposed Transfer. Thereafter,
        Landlord may lease such portion of the Project to the prospective transferee
        (or
        to any other person) without liability to Tenant.
  (c) Tenant
        hereby assigns, transfers and conveys all consideration received by Tenant
        under
        any Transfer, which are in excess of the rents payable by Tenant under this
        Lease, and Tenant shall hold such amounts in trust for Landlord and pay them
        to
        Landlord within ten days after receipt.
  **13.**
              **CONDEMNATION.**
                  If any portion of the Project is taken for any public or quasi-public
                  use
                  by right of eminent domain or private purchase in lieu thereof
                  (a
                  **"Taking"),** and the Taking prevents
                  **5**
  or
        materially interferes with the use of the remainder of the Project for the
        purpose for which they were leased to Tenant, either party may terminate
        this
        Lease by delivering to the other written notice thereof within 30 days after
        the
        Taking, in which case rent shall be abated during the unexpired portion of
        the
        Term, effective on the date of such Taking. If the Taking does not prevent
        or
        materially interfere with the use of the remainder of the Project for the
        purpose for which they were leased to Tenant, then neither party may terminate
        this Lease, but the rent payable during the unexpired portion of the Term
        shall
        be reduced in proportion to the amount of the Project so taken. All compensation
        awarded for any Taking shall be the property of Landlord and Tenant assigns
        any
        interest it may have in any such award to Landlord; however, Landlord shall
        have
        no interest in any award made to Tenant for loss of business or goodwill
        or for
        the taking of Tenant's trade fixtures, if a separate award for such items
        is
        made to Tenant. If the Lease is not terminated as provided herein, Landlord
        shall promptly repair the remaining portion of the Project so that it is
        a whole
        unit and Tenant shall restore its trade fixtures and other property so that
        Tenant can continue to use the Project for its Use.
  
  14.
              **SURRENDER
                  OF PROJECT; HOLDING
                  OVER.**
  (a) At
        the
        end of the Term or the termination of Tenant's right to possess the Project,
        Tenant shall (1) deliver to Landlord the Project with all improvements located
        thereon in good repair and condition, reasonable wear and tear (subject however
        to Tenant's maintenance obligations) excepted, and with the HVAC System and
        hot
        water equipment, light and light fixtures (including ballasts), and overhead
        doors and all equipment, including the Equipment, in good working order,
        reasonable wear and tear excepted (2) deliver to Landlord all keys to the
        Building, Warehouse and Office Space, and (3) remove all signage placed on
        the
        Project by or at Tenant's request. All fixtures, alterations, additions,
        and
        improvements (whether temporary or permanent) shall be Landlord's property
        and
        shall remain on the Project except as provided herein. Provided that Tenant
        has
        performed all of its obligations hereunder, Tenant
        may remove all unattached trade fixtures, furniture, and personal property
        placed in the Project by Tenant
        (but Tenant shall not remove any such item which was paid for, in whole or
        in
        part, by Landlord). Additionally,
        Tenant shall remove such alterations, additions, improvements, fixtures,
        equipment, wiring, furniture, and other property as Landlord may request, provided such request
        is
        made within six months after the end of the Term. All items not so removed
        shall, at the option of Landlord, be deemed abandoned by Tenant and may be
        appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord
        without notice to Tenant and without any obligation to account for such items
        and Tenant shall pay for the costs incurred by Landlord in connection therewith.
        All work required of Tenant under this Section 16.(a) shall be coordinated
        with
        Landlord and be done in a good and workmanlike manner, in accordance with
        all
        Laws, and so as not to damage the Project or unreasonably interfere with
        other
        tenants' use of their premises. Tenant shall, at its expense, repair all
        damage
        caused by any work performed by Tenant under this Section 16.(a).
  (b) If
        Tenant
        fails to vacate the Project at the end of the Term, then Tenant shall be
        a
        Tenant at will and Tenant shall pay, in addition to the other rent due
        hereunder, a daily base rental equal to 150% of the daily Rent payable during
        the last month of the Term. Additionally, Tenant shall defend, indemnify,
        and
        hold harmless Landlord from any damage, liability and expense (including
        attorneys' fees and
        expenses) incurred because of such holding over. No payments of money by
        Tenant
        to Landlord after the Term
        shall reinstate, continue or extend the Term, and no extension of this Term
        shall be valid unless it is in writing and signed by Landlord and
        Tenant.
 **NOTE:
        This provision applies only in the event Option to Purchase is NOT
        exercized.**
  15 **QUIET
        ENJOYMENT.** **** Provided
        Tenant has fully performed its obligations under this Lease, Tenant shall
        peaceably and quietly hold and enjoy the Project for the Term, without hindrance
        from Landlord or any party claiming by, through, or under Landlord.
  16. **EVENTS
        OF DEFAULT.** **** Each
        of
        the following events shall constitute an **"Event
        of** **Default"** under
        this Lease:
  Tenant
        fails to pay any rent, payment or reimbursement when due, and in either case
        such failure continues for a period of ten (10) days from the date such payment
        was due, provided Landlord shall give Tenant ten (10) days written notice
        to
        cure for the first two (2) such failures in any calendar year prior to such
        becoming an Event of Default.
  
  (a) The
        filing of a petition by or against Tenant or any guarantor of Tenant's
        obligations hereunder (1) in any bankruptcy or other insolvency proceeding;
        (2)
        seeking any relief under any debtor relief Law; (3) for the appointment of
        a
        liquidator, receiver, trustee, custodian, or similar official for all or
        substantially all of Tenant's property or for Tenant's interest in this Lease;
        or (4) for reorganization or modification of Tenant's capital structure
        (however, if any such petition is filed against Tenant, then the filing of
        such
        petition shall not constitute an Event of Default, unless it is not dismissed
        within 45 days after the filing thereof).
  (b) Tenant
        fails to discharge any lien placed upon the Project in violation of Section
        22
        within five days after any such lien or encumbrance is filed against the
        Project.
  (c) Tenant
        fails to comply with any term, provision or covenant of this Lease, and such
        failure continues for 20 days after written notice thereof to Tenant plus
        such
        additional time as is reasonably required to complete such cure, provided
        Tenant
        has commenced the cure within such 20 day period and diligently pursues the
        cure
        to completion.
  (d) Tenant
        vacates or abandons the Project, or otherwise ceases to operate therein for
        a
        period of thirty (30) days or more.
  17.
              **REMEDIES.**
  (a)         
        Upon the occurrence of any Event of Default (after any applicable notice
        and
        opportunity to cure in accordance with Section 16), Landlord may, in addition
        to
        all other rights and remedies afforded Landlord hereunder or by Law, take
        any of
        the following actions:
  (1) Terminate
        this Lease by giving Tenant written notice thereof, in which event, Tenant
        shall
        pay to Landlord the sum of (A) all rent accrued hereunder through the date
        of
        termination, (B) all amounts due under Section 17.(b), and (C) an amount
        equal
        to (i) the total rent that Tenant would have been required to pay for the
        remainder of the Term discounted to present value at a per annum rate equal
        to
        the "Prime Rate" as published on the date this Lease is terminated by The
        Wall
        Street Journal, Southwest Edition, in its listing of "Money Rates", minus
        (ii)
        the then present fair rental value of the Building for such period, similarly
        discounted; or
  (2) Terminate
        Tenant's right to possess the Project without terminating this Lease by giving
        written notice thereof to Tenant, in which event Tenant shall pay to Landlord
        (A) all rent and other amounts accrued hereunder to the date of termination
        of
        possession, (B) all amounts due from time
        to
        time under Section 19.(b), and (C) all rent and other sums required hereunder
        to
        be paid by Tenant during
        the remainder of the Term, diminished by any net sums thereafter received
        by
        Landlord through reletting the Project during such period; however, Landlord
        shall not be obligated to relet the Project and shall not be liable for,
        nor
        shall Tenant's obligations hereunder be diminished because of, Landlord's failure
        to relet the Project or to collect rent due for a reletting. Tenant shall
        not be
        entitled to the excess of any
        consideration obtained by reletting over the rent due hereunder. Reentry
        by
        Landlord in the Project shall
        not
        affect Tenant's obligations hereunder for the unexpired Term; rather, Landlord
        may, from time to time,
        bring action against Tenant to collect amounts due by Tenant, without the
        necessity of Landlord's waiting until the expiration of the Term. Unless
        Landlord delivers written notice to Tenant expressly stating that it has
        elected
        to terminate this Lease, all actions taken by Landlord to exclude or dispossess
        Tenant of the Project shall be deemed to be taken under this Section 17.(a)(2).
        If Landlord elects to proceed under this Section 17.(a)(2), it may at any
        time
        elect to terminate this Lease under Section 17.(a)(1). Additionally, without
        notice, Landlord may alter locks or other security devices at the Project
        to
        deprive Tenant of access thereto, and Landlord shall not be required to provide
        a new key or right of access to Tenant.
  
  (b)Tenant
        shall pay to
        Landlord all costs incurred by Landlord (including court costs and reasonable
        attorneys' fees and expenses) in (1) obtaining possession of the Project,
        (2)
        removing and storing Tenant's or any other occupant's property, (3) repairing,
        restoring, altering, remodeling, or otherwise
        putting the Project into condition acceptable to a new tenant, (4) if Tenant
        is
        dispossessed of the Project
        and this Lease is not terminated, reletting all or any part of the Project
        (including brokerage commissions, cost of tenant finish work, and other costs
        incidental to such reletting), (5) performing Tenant's
        obligations which Tenant failed to perform, and (6) enforcing, or advising
        Landlord of, its rights, remedies, and recourses. Landlord's acceptance of rent following an Event
        of
        Default shall not waive Landlord's rights regarding such Event of Default.
        Landlord's receipt of rent with knowledge of any default by Tenant hereunder
        shall not be a waiver of such default, and no waiver by Landlord of any
        provision of this Lease shall be deemed to have been made unless set forth
        in
        writing and signed by Landlord. No waiver by Landlord of any violation or
        breach
        of any of the terms contained herein shall waive Landlord's rights regarding
        any
        future violation of such term or violation of any other term. If Landlord
        repossesses the Project pursuant to the authority herein granted, then Landlord
        shall have the right to (A) keep in place and use or (B) remove and store,
        at
        Tenant's expense, all of the furniture, fixtures, equipment and other property
        in the Project, including that which is owned by or leased to Tenant at all
        times before any foreclosure thereon by Landlord or repossession thereof
        by any
        lessor thereof or third party having a lien thereon. Landlord may relinquish
        possession of all or any portion of such furniture, fixtures, equipment and
        other property to any person (a **"Claimant")** **** who
        presents to Landlord a copy of any instrument represented by Claimant to
        have
        been executed by Tenant (or any predecessor
        of Tenant) granting Claimant the right under various circumstances to take
        possession of such furniture, fixtures, equipment or other property, without the necessity on
        the
        part of Landlord to inquire into the authenticity or legality of the instrument.
        Landlord may, at its option and without prejudice to or waiver of any rights
        it
        may have, (i) escort Tenant to the Project to retrieve any personal belongings
        of Tenant and/or its employees or (ii) obtain a list from Tenant of the personal
        property of Tenant and/or its employees and make such property available
        to
        Tenant and/or Tenant's employees; however, Tenant first shall pay in cash
        all
        costs and estimated expenses to be incurred in connection with the removal
        of
        such property and making it available. The rights of Landlord herein stated
        are
        in addition to any and all other rights
        that Landlord has or may hereafter have at law or in equity, and Tenant agrees
        that the rights herein granted
        Landlord are commercially reasonable. Notwithstanding anything to the contrary,
        liability of Tenant to Landlord for any default by Tenant, shall be limited
        to
        actual, direct, but not consequential, damages therefore, and neither Tenant
        nor
        Tenant's owners shall have any personal liability therefore.
  18.
              **MORTGAGES.**
  
  (a) This
        Lease shall be subordinate to any deed of trust, mortgage or other security
        instrument (a **"Mortgage"),** **** and
        any
        ground lease, master lease, or primary lease (a **"Primary
        Lease")** **** that
        now
        or hereafter covers any portion of the Project (the mortgagee under any Mortgage
        or the lessor under any Primary Lease is referred to herein as **"Landlord's
        Mortgagee"),** **** and
        to
        increases, renewals, modifications, consolidations, replacements, and extensions
        thereof. However, any Landlord's Mortgagee may elect to subordinate its Mortgage
        or Primary Lease (as the case may be) to this Lease by delivering written
        notice
        thereof to Tenant. The provisions of this Section 20 shall be self-operative,
        and no further instrument shall be required to effect such subordination;
        however, Tenant shall from time to time within ten days after request therefore,
        execute any instruments that may be required by any Landlord's Mortgagee
        to
        evidence the subordination of this Lease to any such Mortgage or Primary
        Lease.
        If Tenant fails to execute the same within such ten-day period, Landlord
        may
        execute the same as attorney-in-fact for Tenant.
  (b) Tenant
        shall accommodate to any party succeeding to Landlord's interest in the Project,
        whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale,
        termination of lease, or otherwise, upon such party's request, and shall
        execute
        such agreements confirming such attornment as such
        party may reasonably request. Tenant shall not seek to enforce any remedy
        it may
        have for any default on the part of Landlord without first giving written
        notice
        by certified mail, return receipt requested, specifying the default in
        reasonable detail to any Landlord's Mortgagee whose address has been given to
        Tenant, and affording such Landlord's Mortgagee a reasonable opportunity
        to
        perform Landlord's obligations hereunder.
  (c) Notwithstanding
        any such attornment or subordination of a Mortgage or Primary Lease to this
        Lease, the Landlord's Mortgagee shall not be liable for any acts of any previous
        landlord (excepting continuing non-monetary defaults, the return of the Security
        Deposit, and Operating Expense reconciliation), shall not be obligated to
        install the Initial Improvements, and shall not be bound by any amendment
        to
        which it did not consent in writing (which consent shall not be unreasonably
        withheld, conditioned, or delayed) nor any payment of rent made more than
        one
        month in advance.
  19. **ENCUMBRANCES.** **** Tenant
        has no authority, express or implied, to create or place any lien
        or
        encumbrance of any kind or nature whatsoever upon, or in any manner to bind
        Landlord's property or the
        interest of Landlord or Tenant in the Project or to charge the rent for any
        claim in favor of any person dealing with Tenant, including those who may
        furnish materials or perform labor for any construction or repairs. Tenant
        shall
        pay or cause to be paid all sums due for any labor performed or materials
        furnished in connection with any work performed on the Project by or at the
        request of Tenant. Tenant
        shall give Landlord immediate written notice of the placing of any lien or
        encumbrance against the Project.
  **20.**
              **MISCELLANEOUS.**
  (a) Words
        of
        any gender used in this Lease shall include any other gender, and words in
        the
        singular shall include the plural, unless the context otherwise requires.
        The
        captions inserted in this Lease are for convenience only and in no way affect
        the interpretation of this Lease. All exhibits attached to this Lease are
        incorporated into this Lease by reference. The following terms shall have
        the
        following meanings: **"Laws"** shall
        mean all federal, state, and local laws, rules, and regulations; all court
        orders, governmental directives, and governmental orders; and all restrictive
        covenants affecting the Project, and **"Law"** shall
        mean any of the foregoing; **"Affiliate"** **** shall
        mean any person or entity which, directly or indirectly, controls, is controlled
        by, or is under common control with the party in question; and **"Tenant
        Party"** **** shall
        include Tenant, any assignees claiming by, through, or under Tenant, any
        subtenants claiming by, through, or under Tenant, and any of their respective
        agents, contractors, employees, and invitees.
  
  (b) Landlord
        may transfer and assign, in whole or in part, its rights and obligations
        in the
        Project and property that are the subject to this Lease, in which case Landlord
        shall have no further liability hereunder. Each party shall furnish to the
        other, promptly upon demand, a corporate resolution, proof of due authorization
        by partners, or other appropriate documentation evidencing the due authorization
        of such party to enter into this Lease.
  (c) Whenever
        a period of time is herein prescribed for action to be taken by Landlord
        or
        Tenant, such party shall not be liable or responsible for, and there shall
        be
        excluded from the computation for any such period of time, any delays due
        to
        strikes, riots, acts of God, shortages of labor or materials, war, governmental
        laws, regulations, or restrictions, or any other causes of any kind whatsoever
        which are beyond reasonable control.
  (d) Tenant
        shall, from time to time, within ten days after request of Landlord, deliver
        to
        Landlord, or Landlord's designee, a certificate of occupancy for the Project,
        financial statements for itself and any guarantor of its obligations hereunder,
        evidence reasonably satisfactory to Landlord that Tenant has performed its
        obligations under this Lease (including evidence of the payment of the Security Deposit),
        and an estoppel certificate stating that this Lease is in full effect, the
        date
        to which rent has been paid,
        the unexpired Term and such other factual matters pertaining to this Lease
        as
        may be requested by Landlord. Tenant's obligation to furnish the above-described
        items in a timely fashion is a material inducement for Landlord's execution
        of
        this Lease. If Tenant fails to execute any such estoppel certificate within
        such
        ten-day period, Landlord may do so as attorney-in-fact for Tenant.
  (e) This
        Lease constitutes the entire agreement of the Landlord and Tenant with respect
        to the subject matter of this Lease, and contains all of the covenants and
        agreements of Landlord and Tenant with respect thereto. Landlord and Tenant
        each
        acknowledge that no representations, inducements, promises or agreements,
        oral
        or written, have been made by Landlord or Tenant, or anyone acting on behalf
        of
        Landlord or Tenant, which are not contained herein, and any prior agreements, promises,
        negotiations, or representations not expressly set forth in this Lease are
        of no
        effect. This Lease may not
        be altered, changed or amended except by an instrument in writing signed
        by both
        parties hereto.
  (f) All
        obligations of Tenant hereunder not fully performed by the end of the Term
        shall
        survive, including, without limitation, all payment obligations with respect
        to
        Taxes and insurance and all obligations concerning the condition and repair
        of
        the Project. Upon the end of the Term and before Tenant vacates the Project,
        Tenant shall pay to Landlord any amount reasonably estimated by Landlord
        as
        necessary to put the Project in good condition and repair, reasonable wear
        and
        tear excluded. All such amounts shall be used and held by Landlord for payment
        of such obligations of Tenant hereunder, with Tenant being liable for any
        additional costs therefore upon demand by Landlord or with any excess to
        be
        returned to Tenant after all such obligations have been determined and satisfied
        as the case may be. Any Security Deposit held by Landlord may be credited
        against the amount due by Tenant under this Section 20.(f).
  
  (g) If
        any
        provision of this Lease is illegal, invalid or unenforceable, then the remainder
        of this Lease shall not be affected thereby, and in lieu of each such provision,
        there shall be added, as a part of this Lease, a provision as similar in
        terms
        to such illegal, invalid or unenforceable clause or provision as may be possible
        and be legal, valid and enforceable.
  (h) All
        references in this Lease to "the date hereof" or similar references shall
        be
        deemed to refer to the last date, in point of time, on which all parties
        hereto
        have executed this Lease.
  (i) Landlord
        and Tenant each warrant to the other that it has not dealt with any broker
        or
        agent in connection with this Lease. Tenant and Landlord shall each indemnify
        the other against all costs, attorneys' fees, and other liabilities for
        commissions or other compensation claimed by any broker or agent claiming
        the
        same by, through, or under the indemnifying party.
  (j) If
        and
        when included within the term "Tenant," as used in this instrument, there
        is
        more than one person, firm or corporation, all shall jointly arrange among
        themselves for their joint execution
        of a notice specifying an individual at a specific address within the
        continental United States for the
        receipt of notices and payments to Tenant. All parties included within the
        terms
        "Landlord" and "Tenant,"
        respectively, shall be bound by notices given in accordance with the provisions
        of Section 24 to the same
        effect as if each had received such notice.
  (k) The
        terms
        and conditions of this Lease are confidential and Tenant shall not disclose
        the terms of this Lease to any third party except as may be required by law
        or
        to enforce its rights hereunder.
  (l) Tenant
        shall pay interest on all past due sums (other than Rent) due by Tenant under
        this Lease from the due date until paid at the maximum lawful rate. In no
        event,
        however, shall the charges permitted under this Section 20.(l) or elsewhere
        in
        this Lease, to the extent they are considered interest under applicable Law,
        exceed the maximum lawful rate of interest.
  (m) If
        either
        party commences an action against the other party arising out of or in
        connection with this Lease, the prevailing party shall be entitled to have
        and
        recover from the non-prevailing party all reasonable expenses and charges
        incurred in such actions, including without limitation attorneys' fees, costs
        of
        suit, investigation costs and discovery costs, as well as costs of
        appeal.
  (n) THIS
        LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
        STATE OF TEXAS, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS THEREOF.
        VENUE
        FOR ANY LEGAL PROCEEDING OR CAUSE OF ACTION ARISING HEREUNDER SHALL BE IN
        DEAF
        SMITH COUNTY, TEXAS.
  21. **NOTICES.** **** Each
        provision of this instrument or of any applicable Laws and other requirements
        with reference to the sending, mailing or delivering of notice or the making
        of
        any payment hereunder shall be deemed to be complied with when and if the
        following steps are taken:
  
  (a) All
        Rent
        shall be payable to Landlord at the address for Landlord set forth below
        or at
        such other address as Landlord may specify from time to time by written notice
        delivered in accordance herewith. Tenant's obligation to pay rent shall not
        be
        deemed satisfied until such rent has been actually received by
        Landlord.
  (b) All
        payments required to be made by Landlord to Tenant hereunder shall be payable
        to
        Tenant at the address set forth below, or at such other address within the
        continental United States as Tenant may specify from time to time by written
        notice delivered in accordance herewith.
  (c) Any
        written notice or document required or permitted to be delivered hereunder
        shall
        be deemed to be delivered upon the earlier to occur of (1) tender of delivery
        (in the case of a hand-delivered notice), or (2) deposit in the United States
        Mail, postage prepaid, Certified Mail. If Landlord has attempted to deliver
        notice to Tenant at Tenant's address reflected on Landlord's books but such
        notice was returned or acceptance thereof was refused, then Landlord may
        post
        such notice in or on the Building, which notice shall be deemed delivered
        to
        Tenant upon the posting thereof.
  22.  **HAZARDOUS
        WASTE.** **** The
        term **"Hazardous
        Substances,"** **** as
        used
        in this Lease shall mean pollutants, contaminants, toxic or hazardous wastes,
        or
        any other substances, the removal of which
        is
        required or the use of which is restricted, prohibited or penalized by
        any  **"Environmental
        Law,"** **** which
        term shall mean any Law relating to health, pollution, or protection of the
        environment. Tenant hereby agrees that (a) no activity will be conducted
        on the
        Project that will produce any Hazardous Substances,
        except for such activities that are part of Tenant's Use, provided such
        activities are conducted  in
        accordance with all Environmental Laws; (b) the Project will not be used
        in any
        manner for the storage of any
        Hazardous Substances except for any temporary storage of such materials that
        are
        used in the ordinary course of Tenant's business (the **"Permitted
        Materials")** **** provided
        such Permitted Materials are properly stored in a manner and location satisfying
        all Environmental Laws; (c) no portion of the Project will be used as a landfill
        or a dump; (d) Tenant will not install any underground tanks of any type;
        (e)
        Tenant will not allow any surface or subsurface conditions to exist or come
        into
        existence that constitute, or
        with
        the passage of time may constitute a public or private nuisance; and (f)
        Tenant
        will not permit any Hazardous Substances to be brought onto the Project, except for the Permitted
        Materials, and if so brought or found located thereon, the same shall be
        immediately removed by Tenant, with proper disposal,
        and all required cleanup procedures shall be diligently undertaken pursuant
        to
        all Environmental Laws. If
        at any time during or after the Term, the Project is found to be so contaminated
        or subject to such conditions, Tenant shall defend, indemnify and hold Landlord
        harmless from all claims, demands, actions, liabilities, costs, expenses,
        damages and obligations of any nature arising from or as a result of the
        use of
        the Project by Tenant. Upon probable cause, Landlord may enter the Project
        and
        conduct environmental inspections and tests therein as it may require from
        time
        to time, provided that Landlord shall use reasonable efforts to minimize
        the
        interference with Tenant's business. Such inspections and tests shall be
        conducted at Landlord's expense, unless they reveal the presence of Hazardous
        Substances (other than Permitted Materials) caused by Tenant (its employees,
        agents, or contractors) or that Tenant has not complied with the requirements
        set forth in this Section 22, in which case Tenant shall reimburse Landlord
        for
        the cost thereof within ten days after Landlord's request
        therefore.
  
  23. **TENANT’S
        RIGHT TO PERFORM LANDLORD’S OBLIGATIONS.** **** If
        Landlord defaults in the observance or performance of any term or covenant
        required to be performed by it under this
        Lease, Tenant after not less than 30 days notice to Landlord may, but shall
        not
        be obligated to remedy such
        default and in connection therewith may pay or incur reasonable expenses.
        Notwithstanding the foregoing, Tenant shall not have such right in the event
        Landlord takes action to cure the default within such 30 day period but is
        unable, by reason of the nature of the work involved, to cure the same within
        such period, provided Landlord continues such work diligently and without
        unnecessary delays. Additionally, Tenant shall have the right to remedy any
        default of an emergency nature in the event Landlord fails to commence curing
        any default creating an emergency situation promptly upon being given notice
        which is reasonable under the circumstances, and Tenant shall have the right
        to
        remedy such a default without notice (if the giving of notice is not reasonably
        practicable) in the event of an emergency. All sums expended or obligations
        incurred by Tenant in connection with the foregoing shall be paid by Landlord
        to
        Tenant upon demand, and if Landlord fails to reimburse Tenant, Tenant may,
        in
        addition to any other right or remedy that Tenant may have, deduct such amount
        from subsequent Rent hereunder which from time to time thereafter become
        due to
        Landlord.
  24.  **SUBMISSION
        OF LEASE TO TENANT.** **** Submission
        of this instrument for examination or signature by Tenant does not constitute
        an
        offer by Landlord or a reservation of or an option for lease, and it is not
        effective as a lease or otherwise until it has been fully executed and delivered
        by both Landlord and Tenant.
  **NOTE:
        This provision is attached for the sole purpose of allowing Landlord to
        negotiate with** **current
        Tenant (Tejas Ind.).**
  TENANT
        ACKNOWLEDGES THAT, SUBJECT TO THE TERMS OF THIS LEASE: (1) IT HAS INSPECTED
        AND
        ACCEPTS THE PROJECT AND THE EQUIPMENT IN AN "AS IS, WHERE IS" CONDITION,
        (2) THE
        PROJECT AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE
        FOR THE PURPOSE FOR WHICH THE PROJECT IS LEASED AND LANDLORD HAS  MADE
        NO
        WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE
        MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROJECT, (3)
        THE
        PROJECT IS IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS
        TO THE
        REPAIR OF THE PROJECT, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PROJECT
        HAVE BEEN MADE BY LANDLORD, (5) NO REPRESENTATIONS AS TO THE AVAILABILITY,
        QUANTITY, SUFFICIENCY, POTABILITY OR QUALITY OF ANY WATER ON THE LAND HAVE
        BEEN
        MADE BY LANDLORD, (6) NO REPRESENTATIONS AS TO THE AVAILABILITY, SUFFICIENCY,
        QUALITY OR REPAIR OF ANY
        RAILS
        OR RAIL SERVICE HAVE BEEN MADE BY LANDLORD, AND (7) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND
        BEYOND THE DESCRIPTION OF THE PROJECT.
  26. **NON-COMPETE.** **** Landlord
        agrees to not Lease to any other company or individuals that operate a water
        purification and/or bottling business.
  27. **PERSONAL
        GUARANTEE.** **** Tenant
        shall name one or more individuals as Guarantors
        of the terms and conditions of this Lease Agreement. Guarantor shall be
        personally liable for any
        breach of this Agreement for a period not to exceed four (4) years after
        the
        Commencement date of this Lease.
  
 
 Executed
                  by Tenant onTENANT:
              **ROYAL
                  SPRING WATER, INC.**a
                  _________________corporationBy:Name:Title:
              Address:Telephone:
 
 Guarantor:
 
 Executed
        by Landlord on  ,
        2005.
 
 LANDLORD:
 
 **T&E
                  CONSOLIDATORS, L.P.,**aTexas
                  limited partnershipBy:
                  ALTOM, LLC, a Texas limited liability companyIts:
                  General PartnerByNameTitleAddress:
              PO
                  Box 1621Hereford,
                  TX 79045Telephone:806-364-5479
 
 Executed
        document on file.
  
  EXHIBIT
        A
        AND B HAVE BEEN INTENTIONALLY LEFT OUT
  
  **EXHIBIT
        C**
  **Option
        to Purchase**
  Provided
        that (a) no Event of Default exists at the time Tenant exercises the option
        granted in this Exhibit or at any time subsequent thereto, (b) no assignment
        or
        sublease by Tenant has ever occurred under this Lease, and (c) Tenant has
        continuously occupied the Project for the Use during the Lease Term, Tenant
        (but
        not any assignee or subtenant) shall have the option to purchase the Project
        during the first four (4) years of the Term or no later than August 1, 2009,
        while this Lease is in effect. The purchase price shall be calculated based
        on a
        7% Capitalization Rate of the current annual Lease income from Tenant (Royal
        Spring Water, Inc.) This option may be exercised by Tenant giving Landlord
        not
        less than thirty (30) days’
prior written notice of exercise **("Tenant's
        Notice")** **** and
        by
        tendering $100,000.00, as earnest money (the **“Earnest
        Money”)** **** to
        a duly
        licensed title or abstract company located Deaf Smith County, Texas (the **“Title
        Company”).** **** This
        Lease shall automatically terminate upon the closing of any such purchase
        of the Project
        in accordance with this Exhibit. If the option is exercised, the parties
        shall
        enter into a commercially  reasonable
        purchase agreement for the Project within ten (10) days after the later of
        the
        date Tenant's Notice is
        received by Landlord, and the date Title Company receives the Earnest Money.
        The
        contract shall state that the Project shall be purchased for the purchase
        price
        determined in accordance with this Exhibit, containing the terms hereinafter
        specified and containing such other terms and conditions that are mutually
        acceptable to the parties. The purchase agreement shall provide that: (a)
        at the
        closing of such purchase, Landlord
        shall convey the Project to Tenant by means of a special warranty deed and
        a
        bill of sale, and such conveyance shall be made "AS
        IS"; (b)
        Landlord shall bear the cost of an owner’s policy of title insurance with
        respect to the Project providing coverage in the amount of the purchase price
        (however Tenant shall bear  the
        cost
        of any additional premium attributable to Tenant requested endorsements,
        such as
“survey deletion”), Tenant
        shall bear the cost of any updated survey, and all other closing costs shall
        be
        allocated in the manner customary in similar transactions in Deaf Smith County,
        Texas; (c) Landlord shall cure any title or survey objections raised by Tenant
        or title and or escrow company. The cost of such cure to be paid by landlord
        or
        paid out of the purchase price on closing at landlord’s choice; and (d)
        consummation and closing of the sale and purchase transaction shall occur
        within
        sixty (60) days after the date of the purchase contract or this purchase
        option
        shall be and become null and void for all purposes. Notwithstanding the
        foregoing, in all events Landlord shall be obligated to remove on or before
        closing, at Landlord’s sole cost and expense, any and
        all
        (i) liens and other encumbrances against title placed or permitted to be
        placed
        by Landlord against all or any
        part of the Project after the date of this Lease, unless otherwise agreed
        in
        writing by Tenant; and (ii) monetary liens or other claims that could be
        removed
        upon payment of a certain sum of money, except for any such liens arising
        from
        acts or omissions of Tenant (or any manager, officer, agent, employee, guest,
        customer, subtenant, assignee or invitee of Tenant) or liens for taxes not
        then
        due and payable.
  For
        the
        purposes of this Exhibit, the Project shall include; (a) the Building, (b)
        Warehouse, (c) Acreage
        with sufficient water rights (up to 400,000 gallons per day required use)
        and
        Well #’s 11 and 12, (d) Retention ponds to the south of warehouse, (e) Paved parking lot south of
        guardhouse. In no event will the Office Space, the retention ponds on the
        far
        west of property or the rail rights be transferred. However, Landlord shall
        make
        a “best efforts” to lease the Office Space at a fair and reasonable rental rate
        to Tenant/Purchaser.
  **NOTE:
        Landlord/Seller shall make available to Purchaser all reasonable access and
        use
        of rail** **to
        conduct business.**
  
  **EXHIBIT
        D**
  **FIRST
        RIGHT OF REFUSAL**
 Provided
        that (a) no Event of Default exists at the time that a Third Party Offer
        (defined below) is submitted to Landlord or any time subsequent thereto, (b) no assignment or
        sublease by Tenant has ever occurred under this Lease, and (c) Tenant has
        continuously occupied the Project for the Use during the Lease Term, Tenant
        (but
        not any assignee or subtenant) shall have the right, subject to the terms
        and
        conditions set forth below, to purchase the entire Land and Project before
        it is
        purchased by any third party during the initial Lease Term **(“First
        Right of Refusal”).**
  Subject
        to the terms above, in the event any third party submits during the Term
        a
        written bona fide third party offer for the entire Land and Project which
        the
        Landlord desires to accept **(“Third
        Party Offer”),** Landlord
        shall offer the entire Land and Project to Tenant upon the same terms, covenants
        and conditions
        as included in the Third Party Offer. If Tenant notifies Landlord in writing
        of
        the acceptance of such
        offer within ten (10) days after Landlord has delivered such offer to Tenant,
        Landlord and Tenant shall
        enter into a written purchase agreement containing other appropriate terms
        and
        conditions relating to the
        purchase of the entire Land and Project. In the event that Tenant does not
        notify Landlord in writing of its acceptance of such offer in such ten (10)
        day
        period, then Tenant's rights under this Exhibit with respect
        to the purchase of the entire Land and Project shall terminate and Landlord
        shall thereafter be able  to
        sell
        the entire Land and Project in accordance with the Third Party Offer. Any
        termination of the Lease shall
        terminate all rights of Tenant with respect to this First Right of Refusal.
        The
        rights of Tenant with respect to this First Right of Refusal shall not be
        severable from the Lease, nor may such rights be assigned or otherwise conveyed
        in connection with any permitted assignment of the Lease. Landlord's consent
        to
        any assignment of the Lease shall not be construed as allowing an assignment
        or
        a conveyance of such rights to any assignee. Nothing herein contained should
        be
        construed so as to limit or abridge Landlord's ability to deal with the Project,
        Landlord's sole obligation being to offer, and if such offer is accepted,
        to
        deliver the Land and Project to Tenant in accordance with this provision.
        In the
        event tenant does not exercise it’s rights under this lease or the entire land
        is not purchase by tenant, all terms and conditions of this lease will remain
        in
        effect for the term of the lease, provided that no Event of Default exists
        at
        the time that a Third Party Offer (defined above) is submitted to Landlord
        or
        any time subsequent thereto,
        (b) no assignment or sublease by Tenant has ever occurred under this Lease,
        and
        (c) Tenant has continuously occupied the Project for the Use during the Lease
        Term, Tenant (but not any assignee or subtenant)