Unassociated Document


    EXHIBIT
10.5

    


    Omega
Water Corp.

    10624
South Eastern Avenue, Suite A-786

    Henderson,
Nevada 89502

    Tel:  (702)
465-5901

    


    September
8, 2010

    


    John
Balian

    Nevada
Bottling and Beverage Company, LLC

    5101
Oakridge Ave.

    Pahrump,
Nevada 89048

    


    Re:  Amendment
No. 1 to Working Agreement dated October 30, 2009

    


    Dear Mr.
Balian:

    


    This
Amendment No. 1 (this “Amendment”) to that certain Working Agreement (the
“Agreement”) dated October 30, 2009, by and between Nevada Bottling and Beverage
Company, LLC, a Nevada limited liability company, and Omega Water Corp., a
Nevada corporation (the “Company”), is made this 8th day of September,
2010.

    


    In
consideration of covenants and agreements contained herein and such other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, the parties agree as
follows:

    


    1.  Definitions.  All
defined terms used herein shall have the meaning assigned to them in the
Agreement unless otherwise defined herein, and all of the terms of the Agreement
shall continue to apply unless as amended hereby.

    


    2.  Amendment to first paragraph
of the Agreement.  The first paragraph of the Agreement is
amended to delete the text “Nevada Bottling and Beverage Corporation (the”
Licensor”) and replace such text with “Nevada Bottling and Beverage, LLC (the
“Licensor”)”.  This purpose of this particular amendment is to correct
a mutual mistake of the parties identifying the Licensor as a corporation, when
in fact the Licensor is a limited liability company.

    


    3.  Amendment to last paragraph
of the Agreement.  The last paragraph of the Agreement is
amended to delete the text “one (1) years”) in the part of the sentence, stating
in relevant part, “This agreement is valid for one (1) years from the date of
signature . . . .” to replace such text with “five (5) years”.  This
purpose of this particular amendment is to extend the term of the Agreement
until October 30, 2014.

    


    4.  Continuing Effect of the
Agreement.  Except as specifically set forth herein, the
Agreement shall remain in full force and effect and shall not be waived,
modified, superseded or otherwise affected by this Amendment.  This
Amendment is not to be construed as a release, waiver or modification of any of
the terms, representations, warranties, covenants, rights or remedies set forth
in the Agreement, except as specifically set forth herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          John
Balian

          Page
2

          September
8, 2010

        

      

    

    


    5.  Governing Law. This
Amendment is governed by the laws of the State of Nevada, without regard to
conflicts of law principles.

     

    6.  Counterparts.  This
Amendment may be executed in several counterparts and by telecopied facsimile or
scanned e-mail attachment, and each such counterpart or telecopied facsimile or
scanned e-mail attachment so executed shall constitute one and the same
Amendment.

    


    7.  Effective
Date.  This Amendment has been executed by the parties hereto
as of the day and year first written.

    


    8.  Entire
Agreement.  The Agreement and this Amendment, and the exhibits
and schedules delivered pursuant to the Agreement contain all of the terms and
conditions agreed upon by the Parties relating to the subject matter of the
Agreement and supersede all prior agreements, negotiations, correspondence,
undertakings, and communications of the Parties, whether oral or written,
respecting that subject matter.

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.

    


     

    OMEGA
WATER CORP.

     

    By: 
/s/ Aris
Giannopoulos

    Name:  Aris
Giannopoulos

    Title:  President
and Chief Executive Officer

    


    Agreed
to:

     

     

    NEVADA
BOTTLING AND BEVERAGE COMPANY, LLC

     

    By: 
/s/ John Balian

    Name:  John
Balian

    Title:  Chief
Executive Officer