Exhibit 10.2


    
      

    


    PURCHASING
      AGREEMENT

    


    


    This
      Purchasing Agreement is made as of the day of November j , 2005, by and
      among the undersigned, ROYAL SPRING WATER, INC.
, a Nevada corporation,
      (hereinafter called "CLIENT")
      and AMERICAN BUSINESS FINANCE LLC, 203 E.
Main, Edmond Oklahoma, 73034, a Oklahoma
      limited liability company
      (hereinafter called "PURCHASER"). CLIENT and PURCHASER agree as
      follows:

    


    1.
      PURPOSE OF AGREEMENT.

    


    CLIENT
      desires to obtain financing in the amount of up to One Million Dollars
      ($1,000,000) ("Purchasing Limit") by selling and assigning to PURCHASER Accounts
      (as hereinafter defined) at a discount below face value.

    


    2.
      DEFINITIONS.

    


    "ACCOUNT"
      means and includes all of CLIENT'S present and future right to payment for
      goods, merchandise, or inventory sold, rented, or leased, or for services
      rendered, including without limitation, those which are not evidenced by
      instruments or chattel paper, and whether or not they have been earned by
      performance. This definition shall include the definition of "accounts" as
      that
      term is used in the Uniform Commercial Code of the State where the collateral
      is
      located.

    


    "ADVANCES"
      means all funds remitted to CLIENT by PURCHASER and at CLIENTS request from
      the
      sale and assignment of CLIENT'S Accounts to PURCHASER.

    


    "BASE
      FEE" means Base Index plus 2%.

    


    "BASE
      INDEX" means the higher of (but in no event less than 8.25% per
      annum):

     

    
      (A)
        the
        highest prime rate published daily in The
        Wall Street Journal
        under
        "Money Rates" or in such other nationally published source as PURCHASER may,
        from time to time hereafter, reasonably designate in writing, whether such
        rate
        is actually ever charged or paid; or

      


      (B)
        in
        the event governmental actions are instituted that unduly control market
        forces,
        the rate for 90-day dealer-placed commercial paper (or the mid-point in the
        range of such rate, if more than one rate is published), as then most recently
        quoted either in the Federal Reserve Rate Report which customarily appears
        in
        the Friday issue of The
        Wall Street Journal
        under
        "Money Rates" or in such other nationally published source as PURCHASER may,
        from time to time hereafter, reasonably designate in writing

       

    

    "CUSTOMER"
      means CLIENT'S customer or the account debtor.

    


    "COLLATERAL"
      means the intangible or tangible property given as security to PURCHASER by
      CLIENT for any obligations and liabilities of CLIENT to PURCHASER under this
      Agreement.

    


    "CUSTOMER
      DISPUTE" means any claim by a Customer against CLIENT, of any kind whatsoever,
      valid or invalid, that reduces or potentially reduces the amount collectible
      from Customer by PURCHASER.

    


    "LIABILITIES"
      means any and all advances, obligations and indebtedness of CLIENT to PURCHASER
      of any and every kind and nature, howsoever created, arising or evidenced and
      howsoever owned, held or acquired, whether now or hereafter existing, whether
      now due or to become due, direct or indirect and whether arising or existing
      underwritten or oral agreement or by operation of law.

    


    3.
      PURCHASE: GENERAL TERMS.

    


    3.1
      Purchasing Fee. CLIENT agrees to offer and PURCHASER agrees to buy
      Accounts from CLIENT at a discount (purchasing fee) of 1.5%. Such fee shall
      be
      charged against CLIENT'S reserve account. An additional discount of 0.25% will
      be charged on any invoice remaining open more than 60 days. Should CLIENT sell
      to PURCHASER more than $200,000 but less than $400,000 in invoices in any month,
      the purchasing fee will be 1.30%. Should CLIENT sell to PURCHASER more than
      $400,000 in invoices in any month, the purchasing fee will be 1.10%

    


    3.2
      Reserve. PURCHASER may reserve and withhold an amount in a reserve
      account equal to 20% of the gross face amount of all Accounts purchased
      ("Reserve Account"). Said Reserve Account may be held by PURCHASER and applied
      by PURCHASER against charge-backs or any obligations of CLIENT to PURCHASER,
      and
      said Reserve Account is not due and payable to CLIENT until any and all
      potential obligations owing by CLIENT to PURCHASER or reasonably anticipated
      claims are fully paid and satisfied. CLIENT gives to PURCHASER a security
      interest in this Reserve Account, which secures all obligations arising under
      this Agreement.

    


    3.3 
      Approval. PURCHASER reserves the right not to purchase an Account unless
      such Account is first submitted to PURCHASER by CLIENT for approval. PURCHASER
      is not obligated to buy any Account from CLIENT.

    


    3.4 
      Sole Property. Upon the purchase of an Account by PURCHASER, all payments
      on said Accounts shall be the sole property of PURCHASER. Any interference
      by
      CLIENT with this payment will result in civil and/or criminal
      liability.

    


    3.5
      Additional Fees/Discounts and Reserve Program.PURCHASER will
      fund to CLIENT up to 80% of the face value of each Account. The reserve will
      be
      deducted by PURCHASER from the Accounts at the time of purchase. Additional
      fees/discounts may be taken by PURCHASER from the Reserve Account as described
      in (A) through (E) below.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    PURCHASER
      retains the right in its sole absolute discretion, and in respect of which
      PURCHASER shall have no liability, to revise said reserve from time to time
      if
      in PURCHASER'S judgment it is necessary to protect CLIENT with regard to any
      obligations owing by CLIENT to PURCHASER, or to protect PURCHASER against
      possible returns, claims or defenses of CLIENT'S Customers or any other
      contingencies.

     

    
      
        
          	
                	(A)	
                  CLIENT
                    shall pay PURCHASER a charge based on the daily balance of outstanding
                    Advances multiplied by the Base Fee. The fee shall be computed
                    on the
                    basis of actual days elapsed and a 360-day year. The Base Index
                    in effect
                    shall be determined by PURCHASER on a daily basis, with adjustments
                    to
                    such BASE INDEX to be made on the same date as any change in
                    the Base
                    Index is determined by PURCHASER, which index shall be used in
                    computing
                    the Base Fee which is payable until the next announced change
                    in the Base
                    Index. Such fee will be calculated monthly and charged against
                    CLIENT'S
                    Reserve Account.

                


        

      

    

     

    
      
        
          	
                	(B)	
                  The
                    net balance of reserve funds shall be paid in accordance with
                    the
                    provisions of Article 3.2. The reserve releases will be made
                    available by
                    PURCHASER to CLIENT an each business day of each month. Reserve
                    releases
                    are made only on Accounts that are paid by Customers, or charged
                    back,
                    repurchased or otherwise settled by CLIENT in
                    full.

                


        

      

    

    


    If
      an
      Event of Default has occurred and is continuing, or, in the event CLIENT shall
      cease selling Accounts to PURCHASER, PURCHASER shall not pay the amount in
      the
      Reserve Account until all Accounts have been collected or Purchaser has
      determined, in its sole discretion, that it will make no further efforts to
      collect any Accounts and all sums due PURCHASER hereunder have been
      paid.

    


    
      
        
          
            	
                  	(C)	
                    Concurrent
                      with execution and acceptance of this Agreement, CLIENT will
                      pay to
                      PURCHASER a documentation and closing fee of $1,000.00. The
                      closing fee
                      shall be payable on the initial purchase
                      date.

                  


          

        

      

    

     

    
      
        
          	
                	(D)	
                  CLIENT
                    agrees to pay PURCHASER a facility fee of 0.50% of the Purchasing
                    Limit at
                    funding. The facility fee shall be charged against the CLIENT'S
                    Reserve
                    Account at the beginning of year two (2) and, upon renewal, all
                    subsequent
                    years thereafter.

                


        

      

    

     

    3.6
      Minimum Purchasing Fees. It is agreed by and between CLIENT and PURCHASER
      that, in consideration of the facility granted herein, CLIENT will sell to
      PURCHASER a minimum of One Hundred Twenty-Five Thousand Dollars ($I25,000)
      of
      Accounts per month. In the event CLIENT fails to sell to PURCHASER the minimum
      Accounts required herein and PURCHASER, therefore, does not receive the minimum
      Purchasing Fees as set forth herein in any month, CLIENT shall remit to
      PURCHASER the difference between the fees earned and the minimum Purchasing
      Fees
      required herein. The minimum amount charged will be calculated by subtracting
      the amount sold from the minimum and multiplying by the Purchasing
      Fee.

    


    3.7
      Required Forms. When CLIENT offers Accounts to PURCHASER for sale,
      PURCHASER shall receive documentation which corresponds with said invoice(s),
      appropriate to the business of CLIENT, as required by PURCHASER from time to
      time. CLIENT will submit a minimum of one (1) Schedule of Accounts per
      week.

    


    3.8
      Receipt of Payment. In the event CLIENT (or any of its affiliates,
      subsidiaries, shareholders, directors, officers, employees, agents or those
      persons acting for or in concert with CLIENT) shall receive any cash, checks,
      notes, drafts or any other payment relating to and/or proceeds of the
      Collateral, no later than the first business day following receipt thereof,
      CLIENT shall deliver the same or cause the same to be delivered to PURCHASER,
      at
      PURCHASER' S account at a bank for the deposit of such payments, and,
      thereafter, CLIENT shall (1) deposit or cause the same to be deposited, in
      kind,
      in the special account so established by PURCHASER for application on account
      of
      the Liabilities as provided in Section 3.9 below and (ii) maintain copies of
      checks and, upon request, forward to PURCHASER, on a daily basis, copies of
      all
      checks or other items of payment and deposit slips related thereto, together
      with a collection report in form and substance satisfactory to PURCHASER. All
      cash payments and all checks, drafts, or similar items of payment by or for
      the
      account of CLIENT shall be the sole and exclusive property of PURCHASER
      immediately upon the earlier of the receipt of such items by PURCHASER or the
      receipt of such items by CLIENT. Provided, however, that (1) for the purpose
      of
      computing fees hereunder such items shall be applied by PURCHASER on account
      of
      the Liabilities five business days after same have been deposited into
      PURCHASER' S operating bank account, and (ii) no such item received by PURCHASER
      shall constitute payment to PURCHASER unless such item is actually collected
      by
      the bank at which PURCHASER maintains its operating account and such collection
      is credited to PURCHASER' S account. In the event CLIENT elects to deliver
      to
      PURCHASER on account of the Liabilities payment other than by good funds, such
      payment shall be applied by PURCHASER on account of the Liabilities five
      business days after the date the same is deposited into PURCHASER' S operating
      bank account. Notwithstanding anything to the contrary herein, all such items
      of
      payment shall, solely for the purpose of determining the occurrence of an Event
      of Default, be deemed received upon actual receipt by PURCHASER, unless the
      same
      is subsequently dishonored for any reason whatsoever. All payments made by
      or on
      behalf of and all credits due any CLIENT maybe applied and reapplied in whole
      or
      in part to any of the Liabilities to the extent and in the manner PURCHASER
      deems advisable.

     

    3.9
      Application of Payments and Collections. CLIENT irrevocably waives the
      right to direct the application of any and all payments and collections at
      any
      time or times hereafter received by PURCHASER from or on behalf of CLIENT,
      and
      CLIENT does hereby irrevocably agree that PURCHASER shall have the continuing
      exclusive right to apply and reapply any and all such payments and collections
      received at any time or times hereafter by PURCHASER or its agent against the
      Liabilities, in such manner as PURCHASER may deem advisable, notwithstanding
      any
      entry by PURCHASER upon any of its books and records.

     

    3.10
      Repurchase of Accounts. CLIENT will repurchase from PURCHASER any and all
      Accounts not paid within 90 days from date of invoice at One Hundred Percent
      (100%) face value in one of the following manners or combination thereof at
      PURCHASER'S option: (1) By submitting new Accounts, (2) By deducting said amount
      from the Reserve Account due CLIENT, or (3) By requesting payment from CLIENT.
      All short payments, discounts and any other obligations CLIENT may have to
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PURCHASER
      will be deducted in the same manner. 

     

    Notwithstanding
      the repurchase of an Account by CLIENT, any such Account so repurchased shall
      remain as Collateral in which the security interest of PURCHASER shall continue
      as provided for under this Agreement.

    


    3.11
      Reimbursable Expenses. PURCHASER incurs certain routine expenses and
      audit fees in the course of performing its functions with respect to the
      Accounts, a portion of which PURCHASER shall be entitled to deduct from the
      reserve account. However, PURCHASER shall not be entitled to any deductions
      for
      routine expenses not specifically listed in this paragraph. The following is
      an
      itemization of the routine deductions to which PURCHASER shall be entitled:
      all
      travel expenses of auditors to CLIENT'S place of business, long distance
      telephone charges, legal fees incurred in collecting the Accounts, postage,
      creditreporLs, wire transfers, overnight mail delivery, internet reporting
      fees,
      UCC searches, judgment searches, tax lien searches, filing fees, ACH transfers,
      incoming wires, returned items, bank charges, over line fees and over advance
      fees.

    


    3.12
      Notification. CLIENT shall notify and inform all Customers that the
      Customers must make payments directly to a lockbox under PURCHASER'S control.
      Further, CLIENT hereby authorizes PURCHASER, in PURCHASER'S sole discretion,
      to
      notify any customer of CLIENT of the purchase of Customer's Account by
      PURCHASER.

    


    3.13 Assignment.
      CLIENT shall from time to time sell, transfer and assign Accounts to
      PURCHASER and said Accounts shall be identified by separate and subsequent
      written assignments on a form to be provided to CLIENT by
      PURCHASER.

    


    3.14
      Double Payments. Should PURCHASER receive a double payment on an Account
      or other payment which is not identified, PURCHASER shall carry these sums
      as
      open items and shall return them to said Payer upon proper identification.
      After
      six months following receipt of such payments, PURCHASER may, if it so elects,
      consider such payment or unidentified items as credits towards any outstanding
      obligations of CLIENT.

    


    3.15
      Maximum Account. The outstanding amount in CLIENT'S account with
      PURCHASER (that is, amounts advanced by PURCHASER to CLIENT) shall not exceed
      the amount of One Million Dollars ($500,000.00) during the term of this
      Agreement.

    


    4.
      TERMINATION

    


    The
      initial Termination Date shall be twenty four months from the date of
      the initial purchase of Accounts by PURCHASER hereunder (the "Termination Date")
      and this Agreement shall be automatically renewed for successive periods of
      twelve months (the "Renewal Date") unless terminated as follows:

    


    (a) PURCHASER
      may terminate the Agreement at any time after the date of this Agreement by
      giving CLIENT thirty (30) days prior written notice of such termination, by
      certified mail; or

    


    (b)
      CLIENT may terminate this Agreement on the Termination Date or any Renewal
      Termination Date by giving PURCHASER ninety (90) days prior written notice
      of
      such termination, by certified mail: or

    


    (c)
      After
      the end of the first year of this Agreement, and upon renewal, CLIENT may
      terminate this Agreement by giving PURCHASER irrevocable written notice of
      its
      intent to make such termination at least ninety (90) days prior thereto,
      provided, that, in order for notice of such termination by CLIENT to become
      effective, CLIENT shall, on the date specified for such termination, pay to
      PURCHASER, in cash or by federal wire transfer, the total amount of the
      Liabilities outstanding to the date of such termination, and CLIENT shall also
      pay to PURCHASER, as liquidated damages, an amount equal to 5% of the Purchasing
      Limit.

    


    (d)
      Upon
      the occurrence of any Event of Default by CLIENT or termination, however
      occurring, PURCHASER may terminate this Agreement immediately, without notice.
      Upon the effective date of termination, whether such termination is pursuant
      to
      the occurrence of an Event of Default or otherwise, all obligations shall become
      immediately due and payable without notice or demand, including any and all
      minimums fees provided herein.

    


    (e)
      Upon
      termination, however occurring, CLIENT covenants and agrees that CLIENT shall
      deliver to PURCHASER such documents, agreements, releases and indemnification's
      as PURCHASER may require in order to release and indemnify PURCHASER from any
      and all claims and causes of action arising out of this Agreement. CLIENT
      covenants and agrees that PURCHASER shall be under no obligation to release
      its
      lien and security interest in the Collateral until such time as PURCHASER has
      received such documentation.

    


    No
      termination of this Agreement, however occurring, shall affect the Liabilities
      and obligations of CLIENT or the rights, powers and remedies of PURCHASER under
      this Agreement or the security interest granted PURCHASER hereunder with respect
      to existing or future Collateral, until all Liabilities have been paid in
      full.

    


    5.
      GRANT OF SECURITY INTEREST.

    


    5.1
      To
      induce PURCHASER to enter into this Agreement, CLIENT gives to PURCHASER as
      Collateral for the repayment of any and all its obligations and Liabilities
      to
      PURCHASER a security interest in CLIENT'S present and future accounts,
      instruments, documents, chattel paper, general intangibles, deposit accounts,
      investment property, commercial tort claims, letter of credit rights, letters
      of
      credit and inventory, as more fully described as follows: (hereafter
      collectively called Collateral): (a) all Accounts, whether now existing or
      hereafter arising; all chattel papers, documents and instruments, whether now
      existing or hereafter arising relating to Accounts; all rights now or hereafter
      existing in and to all security agreements, leases, and other contracts securing
      or otherwise relating to Accounts or such chattel papers, documents and
      instruments, (b) all general intangibles of any kind, whether now existing
      or
      hereafter arising; all chattel papers, documents and instruments whether now
      existing or hereafter arising relating to general intangibles; all rights now
      or
      hereafter existing in and to all security agreements, leases, and contracts
      securing or otherwise relating to general intangibles or such chattel papers,
      documents and instruments; and (c) the proceeds, products, additions to,
      substitutions for and accessions of any property described in subparagraphs
      (a)
      and (b) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.
      WARRANTIES AND COVENANTS BY CLIENT.

    


    CLIENT
      warrants and/or covenants that during the term of this Agreement and so long
      as
      any Liabilities or obligations to PURCHASER remain unpaid that:

    


    (a)
      CLIENT is a Nevada corporation duly organized, existing, and in good standing
      under the laws of the state or country of its incorporation, as represented
      at
      the beginning of this Agreement, qualified or licensed to do business in all
      other countries, states and provinces in which the laws thereof require
CLIENT to be so qualified and/or licensed;

    


    (b)
      CLIENT has not, during the preceding five (5) years, been at any other location
      or known as or used any other corporate or fictitious name, except as disclosed
      to PURCHASER.

    


    (c)
      CLIENT has the corporate power and authority to make, deliver and perform this
      Agreement and the other agreements hereunder and has taken all corporate action
      necessary to be taken by it to authorize the sale of its Accounts on the terms
      and conditions of this Agreement;

    


    (d)
      CLIENT'S business is solvent.

    


    (e)
      CLIENT will file all federal, state and local tax returns and other reports
      CLIENT is required by law to file, maintain adequate reserves for the payment
      of
      all taxes, assessments, governmental charges, and other similar charges, and
      pay
      promptly, when due, all such taxes, assessments, and other charges.

    


    (f)
      To
      the best of CLIENT'S information and knowledge, each Customer's business is
      solvent,

    


    (g) 
      CLIENT is, at the time of purchase by PURCHASER, the lawful owner of and has
      good and undisputed title to the Accounts purchased by PURCHASER.

    


    (h)
      Each
      Account offered for sale to PURCHASER is an accurate and undisputed statement
      of
      obligations by Customer to CLIENT for a sum certain which is due and payable
      in
      thirty days or less or on such other terms, as are acceptable to PURCHASER
      in
      its discretion, which are expressly set forth on the face of all
      invoices.

    


    (I)
      Each
      Account offered for sale to PURCHASER is an accurate statement of a bona fide
      sale, delivery and acceptance of merchandise or performance of service by CLIENT
      to Customer.

    


    (j) CLIENT
      does not own, control or exercise dominion over, in any way whatsoever, the
      business of any Customer or the Accounts to be purchased by
      PURCHASER.

    


    (k)
      All
      financial records, statements, books or other documents shown to PURCHASER
by CLIENT at any time, either before or alter the signing of this
      Agreement
      are true and accurate.

    


    (I)
      CLIENT shall not, under any circumstances or in any manner whatsoever, interfere
      with any of PURCHASER'S rights under this Agreement.

    


    (m)
      CLIENT shall offer all of its Accounts to PURCHASER and will not purchase or
      sell Accounts except to PURCHASER for the period of this Agreement.

    


    (n)
      Except as permitted by PURCHASER, CLIENT will not transfer, pledge or give
      a
      security interest in nor permit any lien upon any of its Collateral to any
      other
      party.

    


    (o)
      CLIENT shall not change or modify the terms of an original Account with any
      Customer unless PURCHASER first consents to such change in writing. For example,
      CLIENT may not extend credit to a Customer beyond thirty days without prior
      written consent from PURCHASER.

    


    (p)
      CLIENT will maintain such insurance covering CLIENT'S business and/or the
      property of CLIENT'S Customers as is customary for businesses similar to the
      business of CLIENT and, at the request of PURCHASER, name PURCHASER as loss
      payee of such insurance.

    


    (q)
      CLIENT will notify PURCHASER, in writing, at least thirty (30) days prior
      thereto of CLIENT'S opening of any new office, Collateral location or one place
      of business, or prior to the closing of CLIENT'S existing office or Collateral
      locations.

    


    (r) 
      CLIENT will immediately notify PURCHASER of any proposed or actual change of
      CLIENT'S name, location, identity, legal entity or corporate
      structure.

    


    (s)
      CLIENT will, when requested by PURCHASER, execute any written instruments and
      do
      any other things necessary to effectuate more fully the purposes and provisions
      of this Agreement, including without limitation, executing and filing financing
      statements in form and substance satisfactory to PURCHASER.

    


    (t) All
      of the Collateral is owned by CLIENT alone, free and clear of all liens, claims,
      security interest(s) or encumbrances except those granted to PURCHASER or those
      specifically disclosed in writing to PURCHASER.

    


    (u) CLIENT
      will furnish PURCHASER upon request satisfactory proof of payment and/or
      compliance with all Federal, State and/or local tax requirements.

    


    (v)
      CLIENT will promptly notify PURCHASER of any attachment or any other
      legal process levied against CLIENT or any of CLIENT'S Customers known to
      CLIENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (x) CLIENT
      will, immediately upon safe of Accounts to PURCHASER, make proper entries on
      its
      books and records disclosing the absolute sale of said Accounts to
      PURCHASER.

    


    (y)
      CLIENT' S Federal Employment identification Number is
001A   _____________ It
      -)         

     

    (z)
      CLIENT
      will not offer its inventory as security for any loan or obligation. Client
      will
      not permit any lien or encumbrance of its inventory.

     

    7.
      DISPUTED ACCOUNTS.

    


    7.1
      Payment. CLIENT will immediately pay to PURCHASER the full amount of any
      Account subject Loa Customer Dispute of any kind whatsoever.

    


    7.2
      Charge-Back. I f CLIENT does not fully settle a Customer Dispute with
      immediacy, PURCHASER may, in addition to any other remedies under this
      Agreement, charge or sell back the Account to CLIENT.

    


    7.3
      Invoicing Error. Mistaken, incorrect and erroneous invoicing,
      submitted by CLIENT to PURCHASER may at PURCHASER'S discretion be deemed an
      Account subject to a Customer Dispute and be charged-back to
      CLIENT.

    


    7.4
      Notice and Settlement, CLIENT must immediately notify PURCHASER of any
      disputes between Customer and CLIENT. PURCHASER may settle any dispute directly
      with Customer. Such settlement does not relieve CLIENT of final responsibility
      for payment of such Account.

    


    8.
      DISPOSAL OF DOCUMENTS.

    


    CLIENT
      authorizes PURCHASER, in its sole discretion, to make computer images of or
      to
      dispose of any documents, schedules, invoices or other papers delivered to
      PURCHASER in connection with this Agreement at any time after said documents,
      schedules, invoices or other papers have been delivered to
      PURCHASER.

    


    9.
      HOLD IN TRUST.

    


    CLIENT
      agrees that any payments sent directly to CLIENT on purchased accounts are
      the
      sole and exclusive property of PURCHASER. In such circumstance CLIENT promises
      not to negotiate said check or other forms of payment, but to hold same in
      trust
      and safekeeping for the benefit of PURCHASER and to turn over to PURCHASER
      the
      exact form of payment received. That is, CLIENT agrees to turn over to PURCHASER
      immediately in kind any such check or other form of payment(s) which are
      property of PURCHASER.

    


    In
      the
      event CLIENT receives a check, or other form of payment owing to PURCHASER,
      but
      some portion of said payment is owing to CLIENT, CLIENT agrees to turn over
      said
      payment in kind to PURCHASER, and PURCHASER will remit CLIENT'S portion thereof,
      provided that CLIENT is not indebted to or in Default with
      PURCHASER.

    


    10.
      FINANCIAL RECORDS; AUDITS.

    


    10.1
      CLIENT shall keep books of accounts and prepare financial statements and shall
      cause to be furnished to PURCHASER the following (all of the foregoing and
      following to be kept and prepared in accordance with generally accepted
      accounting principles, unless CLIENT'S certified public accountants concur
      in
      any changes therein and such changes are disclosed to PURCHASER and are
      consistent with then generally accepted accounting principles): (1) as soon
      as
      available, but not later than forty-five (45) days after the close of each
      fiscal year of CLIENT hereafter, reviewed financial statement of CLIENT,
      including balance sheet, income statement, as at the end of such year provided
      by a firm of independent certified public accountants reasonably acceptable
      to
      PURCHASER and selected by CLIENT; (ii) as soon as available, but not later
      than
      thirty (30) days after the end of each month hereafter, an unaudited balance
      sheet, a year-to-date income statement, fairly presenting the financial position
      and results of operations of CLIENT for such period; and (iii) such other data
      and information (financial and otherwise) as PURCHASER, from time to time,
      may
      reasonably request, bearing upon or related to the Collateral, CLIENT'S
      financial condition and/or results of operations;

    


    10.2
      PURCHASER (by any of its officers, employees or agents) shall have the right,
      at
      any time during CLIENT's usual business hours, to inspect any of the business
      locations or premises of CLIENT, the Collateral, all books and records related
      to the Accounts or the collection thereof as well as those related to CLIENT's
      general business and financial condition, and the right at any time to discuss
      CLIENT's affairs and finances and the Accounts with any attorney, accountant,
      creditor or Customer of CLIENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.
      EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.

     

    11.1
      Events of Default. The occurrence of any one or more of the following
      events shall constitute an "Event of Default", (a) CLIENT shall receive payment
      on any Account and fails to deliver said payment to PURCHASER; (b) CLIENT or
      any
      person that is a guarantor of CLIENT shall fail to pay any obligations to
      PURCHASER when due and payable or declared due and payable; (c) CLIENT shall
      breach any term, provision, covenant, warranty or representation under this
      Agreement, or under any other agreements, contracts between CLIENT and PURCHASER
      or obligation of CLIENT to PURCHASER; (d) the appointment of any receiver or
      trustee of all or a substantial portion of the assets of CLIENT; (e) CLIENT
      shall become insolvent or unable to pay debts as they mature, shall make a
      general assignment for the benefit of creditors or /hall voluntarily file under
      any bankruptcy or similar law; (I) any involuntary petition in bankruptcy shall
      be filed against CLIENT and not be dismissed within 60 days; (g) any levies
      of
      attachment, executions, tax assessments or similar process shall be issued
      against the Collateral and shall not be released within ten days thereof, (h)
      any financial statements, profit and loss statements, borrowing certificates
      or
      schedules, or other statements furnished by CLIENT to PURCHASER prove false
      or
      incorrect in any material respect; (1) CLIENT shall refuse to provide any
      financial statements, profit and loss statements, borrowing certificates or
      schedules, or other statements required by PURCHASER; (j) any guarantor of
      the
      liabilities and obligations shall be in default under any agreements to which
      it
      is a party, or demand is made on any such guarantor under the terms of any
      guaranty to which guarantor is a party; or (k) there shall occur any change
      in
      the ownership of CLIENT.

     

    11.2
      Remedies. Upon and after an Event of Default, PURCHASER shall have the
      following rights and remedies: (a) All of the rights and remedies of a secured
      party under the Uniform Commercial Code or other applicable law, all of which
      rights and remedies shall be cumulative, and non exclusive, to the extent
      permitted by law, in addition to any other rights and remedies contained in
      this
      Agreement and in all of the other agreements; (b) The right to open mail to
      CLIENT and collect any and all amounts due CLIENT from Account Debtors; (c)
      The
      right to (I) enter upon the premises of CLIENT, without any obligation to pay
      rent, through self-help and without judicial process, without first obtaining
      a
      final judgment or giving CLIENT notice and opportunity for a hearing on the
      validity of PURCHASER'S claim, or any other place or places where the Collateral
      is located and kept, and remove the Collateral therefrom to the premises of
      PURCHASER or any agent of PURCHASER, for such time as PURCHASER may desire,
      in
      order to effectively collect or liquidate the Collateral, and/or (ii) require
      CLIENT to assemble the Collateral and make it available to PURCHASER at a place
      to be designated by PURCHASER, in its sole discretion; (d) The right to (I)
      demand payment of the Accounts; (ii) enforce payment of the Accounts, by legal
      proceedings or otherwise; (iii) exercise all the CLIENT'S rights and remedies
      with respect to the collection of the Accounts; (iv) settle, adjust, compromise,
      extend or renew the Accounts; (v) settle, adjust or compromise any legal
      proceedings brought to collect the Accounts; (vi) if permitted by applicable
      law, sell or assign the Accounts; (vii) discharge and release the Accounts;
      (viii) take control, in any manner, of any item of payment or proceeds referred
      to in Section 3.9; (ix) prepare, File and sign CLIENT'S name on any proof of
      claim in bankruptcy or similar document against any Account Debtor; (x) prepare,
      file and sign CLIENTS name on any notice of lien, assignment or satisfaction
      of
      lien or similar document in connection with the Accounts; (xi) do all acts
      and
      things necessary, in PURCHASER'S sole discretion, to fulfill CLIENT'S
      obligations under this Agreement; (xii) endorse the name of CLIENT upon any
      chattel paper, document, instrument, invoice, freight bill, bill of lading
      or
      similar document or agreement relating to the Accounts and inventory; (xiii)
      use
      CLIENT'S stationery and sign the name of CLIENT to verifications of the Accounts
      and notices thereof to Account Debtors; (xiv) use the information recorded
      on or
      contained in any data processing equipment and computer hardware and software
      relating to the Accounts and inventory to which CLIENT has access; (xv) require
      CLIENT to repurchase the uncollected Accounts; (xvi) cease purchasing Accounts
      from CLIENT; and (xvii) reduce the advance rate on eligible Accounts; (e) The
      right to (I) sell or to otherwise dispose of all or any Collateral in its then
      condition, or after any further manufacturing or processing thereof, at public
      or private sale or sales, with such notice as may be required by law, in lots
      or
      in bulk, for cash or on credit, all as PURCHASER, in its sole discretion, may
      deem advisable; (ii) adjourn such sales from time to time, with or without
      notice; (iii) conduct such sales on CLIENT'S premises or elsewhere and use
      CLIENT'S premises without charge for such sales for such time or times as
      PURCHASER may see fit; (iv) use, in connection with any assembly or disposition
      of the Collateral, without charge, CLIENT'S labels, patents, copyrights, rights
      of use of any name, trade secrets, trade names, trademarks and advertising
      matter, or any property of a similar nature, as it pertains to the Collateral
      used by CLIENT and PURCHASER may purchase all or any part of the Collateral
      at
      public or, if permitted by law, private sale and, in lieu of actual payment
      of
      such purchase price, may set off the amount of such price against the
      Liabilities. The proceeds realized from the sale of any Collateral shall be
      applied first to the reasonable costs, expenses and attorneys' fees and expenses
      incurred by PURCHASER for collection and for acquisition, completion,
      protection, removal, storage, sale and delivery of the Collateral and
second to liabilities and obligations owed PURCHASER by CLIENT. If any
      deficiency shall arise, CLIENT shall remain liable to PURCHASER
      therefore.

     

    12.
      MISCELLANEOUS.

    


    12.1
      Conditions of Initial Advance. The obligation of PURCHASER to make any
      Advances under the Agreement on the closing date is subject to the satisfaction
      of the following conditions precedent: (a) All Uniform Commercial Code financing
      statements required, or in PURCHASER'S opinion, advisable to be filed in order
      to create, in favor of PURCHASER, a perfected lien on the Collateral with
      respect to which a lien can be perfected by means of filing a Uniform Commercial
      Code financing statement, shall have been properly riled in each office in
      each
      jurisdiction in which such filings are required or, in PURCHASER'S opinion,
      advisable; and (b) All other documents and legal matters in connection with
      the
      transactions contemplated by the Agreement and the other agreements shall be
      satisfactory in form and substance to PURCHASER and its counsel.

    


    12.2
      Expenses and Attorneys' Fees.

     

    CLIENT
      agrees to pay to PURCHASER all costs and expenses (including without
      limitation the reasonable attorney's fees of PURCHASER'S legal counsel) incurred
      by PURCHASER in connection with the documentation, interpretation and
      enforcement of PURCHASER'S rights under this Agreement, any other documents
      executed in connection with this Agreement, and all amendments, modifications
      and supplements thereof or thereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.3
      Power of Attorney. In order to carry out this Agreement and avoid
      unnecessary notification to Customers, CLIENT irrevocably appoints PURCHASER,
      or
      any person designated by PURCHASER, its special attorney in fact, or agent,
      with
      power of substitution, and with power to: (a) strike out CLIENT'S address on
      all
      invoices, accounts, etc. mailed to Customers and insert PURCHASER'S address;
      (b)
      receive, open and dispose of all mail addressed to CLIENT or to CLIENT'S
      fictitious trade name via PURCHASER'S address; (c) endorse the name of CLIENT
      or
CLIENT'S fictitious trade name on any checks or other evidences of
      payment that may come into the possession of PURCHASER on Accounts purchased
      by
      PURCHASER or pursuant to Default and on any other documents relating to any
      of
      the Accounts or to Collateral; (d) in CLIENT'S name, or otherwise, demand,
      sue
      for, collect, and give releases for any and all monies due or to become due
      on
      Accounts; (e) compromise, prosecute, or defend any action, claim or proceeding
      as to said Accounts; (f) upon the happening of an event of Default notify the
      Post Office authorities to change the address for delivery of mail addressed
      to
      CLIENT to such address as PURCHASER may designate; (g) sell in whole or in
      part
      for cash, credit or property to others or to itself at any public or private
      with respect to or otherwise deal with any of the Collateral as fully and
      completely as if PURCHASER were the absolute owner thereof; (h) from time to
      time offer a trade discount
      to CLIENT'S Customers; (1) do any and all things necessary and proper to carry
      out the purpose intended by this Agreement. The authority granted PURCHASER
      shall remain in full force and effect until all assigned Accounts are paid
      in
      full and any obligations of CLIENT to PURCHASER is discharged.

    


    12.4 
      Hold Harmless. CLIENT shall hold PURCHASER harmless against any
      Customer's dissatisfaction arising from PURCHASER'S
      collecting or attempting to collect any Accounts.

    


    12.5
      Survival of Obligations Upon Termination of Agreement. Except as
      otherwise expressly provided for in this Agreement
      and in the other agreements, no termination or cancellation (regardless of
      cause
      or procedure) of this Agreement or the other agreements shall in any way affect
      or impair the powers, obligations, duties, rights and Liabilities of CLIENT
      or
      PURCHASER in anyway or respect relating to: (a) Any transaction or event
      occurring prior to such termination or cancellation; (b)
      The
      Collateral; and/or (c) Any of the undertakings, agreements, covenants,
      warranties and representations of CLIENT or PURCHASER contained in this
      Agreement or the other agreements. All such undertakings, agreements, covenants,
      warranties and representations shall survive such termination or
      cancellation.

    


    12.6
      Binding on Future Parties. This Agreement inures to the benefit of and is
      binding upon the heirs, executors, administrators,
      successors and assigns of the parties to it, but nothing herein shall be
      interpreted or construed as consenting to or otherwise authorizing the
      assignment of the Agreement by CLIENT.

    


    12.7
      Cumulative Rights., All rights, remedies and powers granted to PURCHASER
      in this Agreement, or in any note or other agreement given by CLIENT to
      PURCHASER, are cumulative and may be exercised from time to time as to all
      or
      any part of the pledged Collateral as PURCHASER in its discretion may
      determine.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.8
      Written Waiver. PURCHASER may not waive its rights and remedies unless
      the waiver is in writing and signed by PURCHASER.
      A waiver by PURCHASER of a right or remedy under this Agreement on one occasion
      is not a waiver of the right or remedy on any subsequent occasion.

    


    12.9 
      Invalid Provisions. If any provision of this Agreement shall be declared
      illegal or contrary to law, it is agreed that such
      provision shall be disregarded and this Agreement shall continue in force as
      though such provision had not been incorporated herein.

    


    12.10 Governing
      Law: Jurisdiction; Venue, Waiver of Jury Trial and Service of
      Process.

     

    
      (A)
        THIS
        AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
        HERETO
        DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA, APPLICABLE
        TO
AGREEMENTS
        EXECUTED, DELIVERED AND PERFORMED WITHIN SUCH STATE, AND CLIENT HEREBY
AGREES
        TO
        THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN OKLAHOMA
COUNTY,
        OKLAHOMA, AND WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON CLIENT AND
        CONSENTS
        THAT ALL SUCH SERVICE OF PROCESS BE CERTIFIED MAIL DIRECTED TO CLIENT AT
        ITS
ADDRESS
        AS IT APPEARS AT THE FOOT OF THIS AGREEMENT AND SERVICE SO MADE SHALL BE
DEEMED TO
        BE
        COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED
        IN THE
        U. S. MAILS,
        CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID. CLIENT WAIVES
        ANY
OBJECTION
        BASED ON FORUM NON CONVENIENT, AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED
        HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF
        AS
IS
        DEEMED
        APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT PURCHASER'S
        RIGHT
        TO
        SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT PURCHASER'S
        RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST CLIENT OR ITS PROPERTY IN
        THE
COURTS
        OF
        ANY OTHER JURISDICTION.

      


      (B)
        EACH
        PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
        OF
        ANY
        CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT
        OR ANY
OTHER
        INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH,
        OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
        OF
THE
        PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
        INSTRUMENT,
        DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
THE
        TRANSACTIONS RELATED HERETO OR THERETO. IN EACH CASE WHETHER NOW EXISTING
        OR
HEREAFTER
        ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH
        PARTY
        HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
        day
        of
        November, 2005. ACTIONS
        SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PART TO THIS
        AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
        ANY
        COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
        OF
        THEIR RIGHT TO TRIAL BY JURY.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      12.11 Entire
        Agreement. This
        instrument contains the entire Agreement between the parties. Any addendum
        or
modification
        hereto will be in writing, signed by both parties and attached
        hereto.

      


      IN
        WITNESS WHEREOF, the
        parties hereunto have set their hand and seal as of the day and year specified
        at the beginning hereof

    

     

    
      
        	 	
                ROYAL
                  SPRING WATER, INC.

              
	 	 
	 	 
	 	
                Alex
                  Hazan

              
	 	
                Its:
                  President and Secretary

              


      

    

     

    SEAL

     

     

     

    Accepted
      this 2 day
      of

    Po
      utr o
      ber , 20 ob
,
at

    Edmond,
      Oklahoma.

    


    "PURCHASER"

    


    AMERICAN
      BUSINESS FINANCE

    LLC
      203
      E.
      Main

    Edmond,
      Oklahoma 7303.4

    
 

     

    THE
      STATE
      OF  __________ ~Y _______  !

     

    THE
      COUNTY OF   ____________________________

     

    BEFORE
      ME, the undersigned authority, on this date personally appeared Alex Hazan,
      known to me to be the person whose name is subscribed to the foregoing
      instrument, and acknowledged to me that he executed the same for the purposes
      and consideration therein expressed.

     

     

    GIVEN
      UNDER MY HAND AND SEAL this

     

     

    
      	 	day
              of November, 2005.