EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT ("Agreement"), dated January 1, 2003,
  is made by and between AMERICAN WATER STAR, INC., a Nevada corporation (the
  "Company"), and THOMAS F. KRUCKER ("Employee"), with reference
  to the following:

A. Employee has special skills and abilities and knowledge of the business
  of the Company.

B. The Company desires assurance of continued association and services of
  Employee in order to retain his experience, skills, abilities, background, and
  knowledge and is, therefore, willing to engage Employee on the terms and conditions
  set forth below.

C. Employee desires to be employed by the Company and is willing to do so
  on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
  and agreements herein contained, the parties agree as follows:

1. Employment. Subject to the terms and conditions of this Agreement, the Company
  hereby employs Employee and Employee hereby accepts employment with the Company.
  
  2. Term. The term of this Agreement shall be for a period of one (1) year commencing
  as of January 1, 2003 (the "Effective Date"), unless terminated earlier
  pursuant to Section 9 herein below. This Agreement shall be renewed automatically
  for succeeding terms of one (1) year each unless terminated pursuant to Section
  9 herein below.
  3. Duties and Responsibilities. Employee will serve the Company as its Chief
  Financial Officer, Secretary and Treasurer.
  4. Conflicting Activities. Employee will devote his full time and attention
  to the performance of his duties hereunder and to the promotion of the business
  of the Company, but may engage in other business activities so long as such
  activities do not interfere with his performance hereunder. 
  5. Compensation and Benefits.

> (a) Base Salary. As compensation for services rendered pursuant to this Agreement,
>     the Company will pay to Employee an initial annual base salary ("Base
>     Salary") of One Hudred Twenty Thousand Dollars ($120,000), payable in
>     bi-monthly installments (subject to standard federal and state withholding
>     requirements) commencing as of the Effective Date. Upon each anniversary date
>     of this Agreement, the Base Salary may be increased in such amount as approved
>     by the Board of Directors.
>     (b) Incentive Bonus. Employee shall be eligible for an annual incentive bonus
>     in such amount as may be determined in the absolute discretion of the Company.
>     (c) Vacation. During the term of this Agreement and each subsequent twelve-month
>     period, Employee shall be entitled to four (4) weeks of paid vacation. 
>     (d) Benefits. During the term of this Agreement, Employee shall be entitled
>     to receive all other benefits of employment generally available to the Company's
>     other executive employees. 
>     (e) Stock Awards and Options. On December 27, 2002, the Company has adopted
>     a Stock Plan (the "Plan"). Pursuant to the Plan, Employee shall
>     be entitled to received stock awards and/or stock options at such times and
>     in such amounts as may be determined by the Board of Directors in its sole
>     discretion.

6. Reimbursement. Subject to the terms of this Section 6, Employee shall be
  reimbursed for all authorized "out-of-pocket" business expenses for
  business travel and business entertainment incurred in connection with the performance
  of his duties under this Agreement so long as (a) such expenses constitute business
  deductions from taxable income for the Company and are excludable from taxable
  income to the Employee under the governing laws and regulations of the Internal
  Revenue Code (provided, however, that Employee shall be entitled to full reimbursement
  in any case where the Internal Revenue Service may, under Section 274(n) of
  the Internal Revenue Code, disallow to the Company 50% of meals and entertainment
  expenses); and (b) such expenses are consistent with budgets that are approved
  anytime and from time to time by the President of the Company. The reimbursement
  of Employee's business expenses shall be based upon valid receipts and other
  appropriate documentation for such expenses submitted to the Company. 
  7. Restrictive Covenants.

> (a) Confidential Information. Employee acknowledges that internal information
>     relating to the business affairs of the Company, including the Company's costs
>     of performing services, pricing formulas, methods and procedures concerning
>     product procurement, storage and delivery, customer lists, vendor list, and
>     related information is proprietary and confidential information ("Confidential
>     Information") of the Company. Employee agrees that he will not, during
>     or after the term of this Agreement, disclose Confidential Information or
>     any portion thereof to any person, firm, corporation, or other entity for
>     any reason or purpose whatsoever, nor shall Employee make use of any such
>     Confidential Information for his own purposes or for the benefit of any person,
>     firm, corporation or other entity (except the Company). Employee agrees to
>     hold and protect all Confidential Information and other internal information
>     concerning the business and affairs of the Company, in every form (e.g., writings,
>     memoranda, books, working papers, letters and electronic data), whether made
>     by him or otherwise coming into his possession, and upon demand of the Company
>     deliver the same to the Company together with all copies thereof.
>     (b) Customer Information. Employee acknowledges that the identity and business
>     habits of the customers of the Company which the Company has acquired or may
>     acquire, whether or not the same originated through Employee's efforts, by
>     virtue of the nature of the Company's business, are the sole and proprietary
>     property of the Company and constitute valuable trade secrets. Employee agrees
>     that he will not, either directly or indirectly, make known or divulge to
>     any person, firm, corporation or other entity the identity, addresses or business
>     habits of any past, current or future customers of the Company.
>     (c) Solicitation of Employees. Employee acknowledges that important factors
>     in the Company's business and operations are the loyalty and goodwill of its
>     employees and its customers. Accordingly, Employee agrees that during the
>     term of this Agreement and for a period of two (2) years following termination
>     of this Agreement he will not enter into, and will not participate in, any
>     plan or arrangement to cause any of the Company's employees to terminate their
>     employment with the Company.

8. Covenants Not to Compete.

> (a) During the Term. During the term of this Agreement and for two (2) years
>     following termination of this Agreement, Employee shall not compete, directly
>     or indirectly, with the Business of the Company, or interfere with, disrupt
>     or attempt to disrupt the relationship, contractual or otherwise, between
>     the Company and any customer, client, supplier, consultant or other employee
>     of the Company. A competitive activity shall include, but not be limited to,
>     becoming an employee, officer, consultant or director of, or being an investor
>     in, or owner of, an entity or person engaged in the Business.
>     (b) Severability. It is the desire and intent of the parties hereto that the
>     provisions of this Section 8 shall be enforced to the fullest extent permissible
>     under the laws and public policies applied in each jurisdiction in which enforcement
>     is sought. Accordingly, if any particular portion of this Section 8 shall
>     be adjudicated to be invalid or unenforceable, this Section 8 shall be deemed
>     amended to delete therefrom the portion thus adjudicated to be invalid or
>     unenforceable, such deletion to apply only with respect to the operation of
>     this Section 8 in the particular jurisdiction in which such adjudication is
>     made.
>     (c) Survival. Employee's obligations under this Section 8 shall continue in
>     full force and effect even if Employee voluntarily leaves his employment with
>     the Company or is terminated by the Company.

9. Termination of Employment.

> (a) By Employee. Employee shall have the right to terminate this Agreement
>     without cause upon notice to the Company given ninety (90) days prior to the
>     date of termination.
>     (b) By Company. The Company shall have the right to terminate this Agreement
>     and Employee's employment for Cause ("Cause" being defined herein
>     after). The President of the Company shall provide Employee written notice
>     of the reason(s) for termination and Employee shall be given thirty (30) days
>     in which to remedy the same. For purposes of this Agreement, "Cause"
>     shall mean any one or more of the following events or circumstances:
>   (i) If the Employee willfully breaches or habitually neglects his duties
>       and responsibilities under the terms of this Agreement.
>       (ii) The death or Disability of Employee; "Disability" meaning
>       a condition whereby Employee is unable to perform his duties and responsibilities
>       under this Agreement by reason of any medically determinable physical or
>       mental impairment which can be expected to result in death or which has
>       lasted or can be expected to last for a continuous period of not less than
>       three (3) months. In the event of Disability, Employee agrees to submit
>       to examination by any licensed physician selected by the Company for purposes
>       of evaluation and to release to the Company all medical records and reports
>       of such evaluation in order to confirm any Disability
>       (iii) If Employee commits a material act of dishonesty, fraud, misrepresentation
>       or other act of moral turpitude as would prevent the effective performance
>       of Employee's duties.

Notwithstanding any provision of this Agreement, if Employee is terminated
  for Cause (except in the case of Disability), or if Employee voluntarily terminates
  this Agreement, Company shall only be liable for Base Salary and other general
  employee benefits accrued through the date of termination. 
  In the case of Disability, Employee shall be entitled to Base Salary and benefits
  from and after the Date of Disability for a period of three (3) months. For
  purposes of this Agreement, the "Date of Disability" shall be the
  date agreed upon by the Company and Employee, or in the event that the parties
  cannot agree, the date determined by the physician selected by the Company in
  accordance with Section 9(a)(ii) herein above. 
  10. Obligation Upon Termination of Agreement. Immediately upon the termination
  of this Agreement, Employee will remove his personal property from and vacate
  the premises of the Company, and will cease using all of the Company's documents,
  data, information, software, computer data, source and access codes, and other
  Confidential Information owned by the Company and will return all such documents,
  data, information software, computer date, source and access codes, and other
  Confidential Information to the Company, together with all copies thereof. The
  provisions of this Section 10 shall be binding during Employee's employment
  and at all times thereafter, regardless of the circumstances or reasons for
  termination of this Agreement.
  11. Dispute Resolution. The parties agree that any and all disputes, claims
  or controversies arising out of or relating to this Agreement that are not resolved
  by their mutual agreement shall be submitted to final and binding arbitration
  in Clark County, Nevada. The parties will cooperate with one another in selecting
  an arbitrator and in scheduling the arbitration proceedings. The parties covenant
  that they will participate in the arbitration in good faith, and, to the extent
  not otherwise prohibited by law, that they will share equally in its costs.
  The provisions of this Section 11 may be enforced by any Court of competent
  jurisdiction, and the party seeking enforcement shall be entitled to an award
  of all costs, fees and expenses, including attorneys fees, to be paid by the
  party against whom enforcement is ordered.
  12. Notices. All notices, requests, demands or other communications (collectively
  "Notice") required by or otherwise with respect to this Agreement
  shall be in writing and shall be deemed to have been duly given to any party
  (a) when delivered personally (by courier service or otherwise), or (b) on the
  third Business Day ("Business Day" meaning any day on which national
  banking institutions in Las Vegas, Nevada are open for the transaction of banking
  business) after the date sent by a internationally recognized overnight courier
  service, in each case to the applicable addresses set forth below, or to such
  other address as a party shall have previously designated by such a Notice:
  If to Company: American Water Star, Inc.
  Attn: Roger Mohlman
  4560 S. Decatur Blvd., Suite 204
  Las Vegas, NV 89103
  If to Employee: Thomas F. Krucker
  2505 Rancho Bel Air
  Las Vegas, NV 89107
  13. Modifications; Amendments; Waivers. This Agreement may be modified only
  by a written instrument duly executed by each party hereto. Any waiver of any
  term or condition of this Agreement shall be effective only if made in writing
  and only in the specific instance and for the purpose of which given.
  14. Failure to Object Not a Waiver. The failure of either party to this Agreement
  to object to, or to take affirmative action with respect to, any conduct of
  the other which is in violation of the terms of this Agreement, shall not be
  construed as a waiver of the violation or breach or of any future violation,
  breach or wrongful conduct.
  15. Severability. If any one or more of the provisions of this Agreement shall
  be held to be invalid, illegal or unenforceable, the validity, legality and
  enforceability of the remaining provisions of this Agreement shall not be affected
  thereby.
  16. Headings. The descriptive headings contained in this Agreement are for convenience
  and reference only, do not form a part of this Agreement and do not in any way
  modify, interpret or construe the intentions of the parties to this Agreement.
  17. Choice of Law. This Agreement shall be governed by and construed in accordance
  with the substantive laws of the State of Nevada.
  18. Successors and Assigns. No party shall assign this Agreement or any rights
  or obligations hereunder (other than, in the case of the Company, to any person
  or entity that merges with or acquires all or substantially all of the assets
  of the Company) without the prior written consent of the other party and any
  such attempted assignment without such prior written consent shall be void and
  of no force and effect. This Agreement shall inure to the benefit of and shall
  be binding upon the successors and permitted assigns of the parties hereto.
  19. Attorneys' Fees. If any action or proceeding is commenced between the parties
  hereto with respect to this Agreement, the prevailing party shall be entitled
  to all fees and expenses incurred in connection with such action or proceeding,
  including reasonable attorneys' fees.
  20. Miscellaneous. This Agreement (a) constitutes the entire agreement and supersedes
  and shall prevail over all other prior agreements and understandings, both written
  and oral, between the parties with respect to the subject matter hereof, and
  (b) is not intended to confer upon any other person not a party herein any rights
  or remedies hereunder. In the event any claim is made by any party relating
  to any conflict, omission or ambiguity in this Agreement, no presumption or
  burden of proof or persuasion shall be implied by virtue of the fact that this
  Agreement was prepared by or at the request of a particular party or its counsel.
  21. Counterparts. This Agreement may be executed in two or more counterparts,
  each of which counterparts shall be deemed to be an original, and all such counterparts
  shall constitute one and the same instrument.
  IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement
  to be duly executed at Clark County, Nevada, as of the date first written above.
  COMPANY: AMERICAN WATER STAR, INC.
  a Nevada corporation
  By: ________________________________
  Roger Mohlman, President
  EMPLOYEE:
  ___________________________________
  Thomas F. Krucker