ex10_1.htm


    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    
      LIQUID
MANAGEMENT PARTNERS, LLC

       

      DISTRIBUTION
AGREEMENT

       

      With

       

      HEALTH
& WELLNESS PARTNERS, INC.

       

      THIS
AGREEMENT ("Agreement") entered into as of March 5, 2009 by and between Liquid
Management Partners, LLC, a New York limited liability company with an office
located at 320 Northern Boulevard Great Neck NY 11201 (the "Supplier"), and
Health and Wellness Partners Inc. 15641 Red Hill Avenue, Suite #200 Tustin, CA
92780 (the "Distributor").

       

      WHEREAS,
the Supplier is in the business of marketing, selling, and promoting certain
beverage products; and

       

      WHEREAS,
the Distributor is in the business of selling and distributing beverages to
retail and wholesale customers and has the financial resources, facilities,
personnel, and expertise necessary to successfully distribute the Supplier's
beverage products in the territory hereinafter defined herein; and

       

      WHEREAS,
the Distributor wishes to obtain, and the Supplier is willing to grant to the
Distributor an exclusive right, subject to certain specific exceptions and
limitations set forth herein, to distribute and sell the Supplier's beverage
products to retail and wholesale customers for purposes of consumption and
resale in the territory hereinafter defined herein:

       

      NOW, THEREFORE, in
consideration of the foregoing premises and the mutual representations and
agreements set forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Supplier and the
Distributor, intending to be legally bound, hereby agree as
follows.

       

      1.           DEFINITIONS. For purpose of
this Agreement, the following terms shall have the respective meanings indicated
below.

       

      1.1.           Products.
The Supplier's beverage products set forth in Exhibit A to this Agreement (the
"Products").

       

      1.2.           Quotas.
The specified minimum purchase volumes for the Products set forth in Exhibit B
to this Agreement.

       

      
        1.3.           Territory.
The geographical territory set forth in Exhibit C to this
Agreement.

      

      
                                       


                                       
1.4.           Prices. The prices for the Products set forth in Exhibit D
to this Agreement.

      

    

    
    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        2.           GRANT OF DISTRIBUTION
RIGHT

         

        2.1.           Exclusivity. Subject
to the terms and conditions of this Agreement, the Supplier hereby grants to the
Distributor and the Distributor hereby accepts from the Supplier an exclusive
right to sell and distribute the Products to customers located within the
Territory. The Distributor may not sell or distribute the Products over the
Internet, whether or not within the Territory.

         

        2.2.           Distribution Rights of
Supplier. The Supplier shall be free to sell and to distribute the
Products within the Territory in the following circumstances: if the
Distributor, after receiving written notice from the Supplier of a specific
failure to provide service, fails to cure such failure within ninety (90) days
of such written notice. A failure to provide service shall include:

         

                   a.           A
failure to service a significant and defined segment of the
Territory;

         

         b.           A
failure, inability or unwillingness to service an identified
account.

         

        However,
during the period from thirty (30) days after such written notice until the end
of the ninety (90) day cure period, Supplier may distribute the Products to
customers of Distributor that are not being serviced by
Distributor.

         

        2.3.           Sub-Distributors. The
Distributor may not appoint sub-distributors in furtherance of its obligations
under this Agreement to service the Territory without the prior written approval
of the Supplier, which approval the Supplier agrees not to withhold
unreasonably. In the event that this Agreement is terminated for any reason
whatsoever, any and all sub-distributor agreements entered into by the
Distributor shall automatically terminate at the same time. In the event that
the Supplier is reasonably dissatisfied with the performance of any of the
Distributor's sub-distributors, the Supplier may notify the Distributor of such
dissatisfaction in writing, following which the Distributor shall have sixty
(60) days in which to terminate the affected sub-distributorship without any
disruption of service to the accounts being serviced by the affected
sub-distributor.

         

        2.4.           Sales Only Within the
Territory. The Distributor shall sell and supply the Products only to
customers located within the Territory, and shall not sell or supply the
Products to any customer whom the Distributor knows or has reason to know will
sell or supply the Products to customers outside of the Territory.

         

        2.5.           No Agency. The
relationship between the Supplier and the Distributor is that of seller and
buyer. The Supplier and the Distributor are independent business entities and
are not the agents of one another. Neither party shall hold itself out as, or
represent to others that it is, a member or shareholder of the other party, that
it is the other party's agent for any purpose or that it has authority to bind
the other party in any manner whatsoever.

      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        2.6.
Transfer of ownership and change in management- Liquid Management shall have the
right to terminate this agreement in an event of transfer of ownership or change
in management. Upon termination of this contract, Liquid Management Partners
shall have no obligation or liabilities to this contract.

         

        3.           MARKETING
OBLIGATIONS.

         

        3.1.           Distribution to
Customers. The Distributor shall distribute the Products only to retail
and wholesale customers within the Territory. The Distributor may not sell or
distribute the Products over the Internet, whether or not within the
Territory.

         

        3.2.           Distributor Promotional
Efforts and Service. The Distributor shall use its best efforts to
professionally and aggressively promote and sell the Products to customers and
potential customers within the Territory and to properly, promptly, and
professionally service all of its customers within the Territory.

         

        3.3.           Minimum
Sales Requirements. The Distributor shall attain the Quotas set forth in Exhibit
B. In each specified time period, the Distributor shall order from the Supplier
and shall pay the Supplier for an amount of the Products equal to or in excess
of the Quotas set forth in Exhibit B.

         

        3.4.           Supplier
Assistance. The Supplier may, in its sole discretion, furnish to the Distributor
marketing and promotional materials, with or without charge, in accordance with
its national program for such materials. In the event that the Supplier receives
requests for information relating to or purchase orders for the Products from
customers or potential customers within the Territory, the Supplier shall
promptly forward such requests or purchase orders to the
Distributor.

         

        3.5.           Reports.
Not later than twenty (20) days after the end of each calendar month during the
term of this Agreement, the Distributor shall deliver to the Supplier a written
and accurate report containing the following information with respect to the
immediately preceding calendar month:

        
                                          a.           
Monthly
depletions of the Products measured in cases for each
item;

        

        
        

        b.           Year
to date sales of the Products measured in cases for each item;

        c.           The
number of active customer accounts for the Products within the
Territory.

        
                         
d.           The
volume daily sales broken out by individual Products measured in
cases.

        

        
                         
e.           A sample
month report consistent with the requirements of this section is set forth in
Exhibit F to this Agreement (the "Monthly Report"). Any changes to the format or
contents of the Monthly Report shall be sent by the Supplier to the Distributor
by electronic mail at the beginning of the month in which such changes are to
take effect.

        

        
        

        
        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        3.6.           Sales Controls. The
Distributor shall establish, maintain, and effectively use a system of sales
control, including, but not limited to, records of sales, and shall furnish to
the Supplier at such times as they may be requested by the Supplier such reports
as the Supplier may require, including, but not limited to, annual marketing
plans, reports of sales, volume daily sales, package distribution, and
inventory.

         

        3.7.           Marketing by
Supplier. The Distributor will cooperate with the Supplier in conducting
such sales and marketing programs and studies as the Supplier may from time to
time propose for the Territory. The Distributor shall avoid any sales policies,
trade activities or advertising that would be injurious to the reputation or
goodwill of the Supplier or the Products. The Distributor shall bear all of its
own costs in marketing the Products with the Territory, the Price reflecting an
amount that assists the Distributor in doing so.

         

        3.8.           Warehouse. The
Distributor shall maintain a warehouse of sufficient size, space, and
environmental controls to properly handle and maintain the Products and packages
of the Products and shall maintain a representative, balanced, and adequate
inventory of the Products in order to ensure that customers in the Territory
have an adequate supply of the Products at all times. The Supplier represents
that it has reviewed the Distributor's warehouse plan and that it is consistent
with the Supplier's standards.

         

        3.9.           Compliance with Law.
The Distributor will comply with all local, state, and federal laws and
regulations relating to the sale and distribution of the Products and to secure
and maintain all necessary licenses and permits as may be required to operate
and maintain the Distributor's business.

         

        4.           ORDER PROCEDURE AND
PAYMENT.

         

        4.1.           Orders. All orders by
the Distributor for the Products shall be sent in writing to the Supplier as
follows: by facsimile to the number set forth in Paragraph 13.3, below, by
ordinary mail to the address set forth in Paragraph 13.3, below, or by
electronic mail to the e-mail address set forth in Paragraph 13.3, below. All
orders shall be accepted by the Supplier.

         

        4.2.           Supplier's
Acceptance. All orders for the Products by the Distributor shall be for a
minimum quantity of one standard trailer load and shall be subject to acceptance
by the Supplier and shall not be binding upon the Supplier until the Supplier
issues written confirmation of acceptance of the order to the Distributor. The
Supplier will provide written confirmation of its acceptance of orders received
from the Distributor, by facsimile or electronic mail.

         

                                       
4.3.           Controlling Terms.
The terms and conditions of this Agreement and of the applicable written
confirmation of orders and acceptance of orders shall apply to each order
accepted or shipped by the Supplier hereunder. Any terms or conditions appearing
on the face or reverse side of any purchase order, acknowledgement or
confirmation that are different from or in addition to those required hereunder
shall not be binding on the parties, even if signed and returned by the
Supplier.

         

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      
        *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

         

        
          4.4.           Payment. The
Distributor shall pay for the Products in cash or by check prior to delivery,
unless other credit terms have been authorized in writing in advance by the
Supplier. In the event the Distributor owes any outstanding balance to the
Supplier, the Supplier may withhold delivery of the Products until all
outstanding balances have been paid in full.

           

          4.5.           Distributor Financial
Condition. The Distributor represents to the best of its knowledge that
it is and at all times during the term of this Agreement shall remain in good
financial condition, solvent, and able to pay invoices for the Products when
due. The Distributor agrees to furnish, when requested by the Supplier, such
financial reports as may be deemed necessary by Supplier, including, but not
limited to, a current balance sheet and a current profit and loss
statement.

           

               5.              WARRANTY. Subject to the terms
and conditions of this Agreement, the Supplier warrants that the Products, when
and as delivered to the Distributor, are authentic, are fresh, and conform to
the specifications for the Products and conform to all state and federal laws
applicable to such type of products, and, to the best of its knowledge, are free
from defects in contents and workmanship. The Supplier warrants and represents
that it has the full authority and right to market, sell, distribute, and
promote the Products exclusively in the Territory.

           

          6.           CONFIDENTIAL INFORMATION. The
Distributor acknowledges that the Supplier possesses confidential and
proprietary information in the form of, but not limited to, formulas, reports,
customer lists, marketing strategies, new business proposals, business records,
and business information (hereinafter collectively referred to as "Confidential
and Proprietary Information"), all of which are utilized in the Supplier's
business and are the property of the Supplier. The Distributor acknowledges that
it has or will come into contact with Confidential and Proprietary Information
and agrees to keep confidential and secret all such Confidential and Proprietary
Information and shall not, in perpetuity, directly or indirectly, use for itself
or for any other person, partnership, corporation or entity or otherwise copy,
sell, transfer, disclose or make available to any other person, partnership,
cooperation or entity in any form or manner whatsoever, whether in writing, oral
or computer form, any Confidential and Proprietary Information, except as
contemplated by the terms of this Agreement. The Prices charged by the Supplier
and paid by the Distributor shall be deemed "Confidential and Proprietary
Information". The Distributor agrees, upon termination of this Agreement, to
return any and all "Confidential and Proprietary Information" in its possession
to the Supplier, including, but not limited to, copies or other reproductions
that it may have made or received. During the term of this Agreement, the
Distributor shall use its best efforts to maintain the secrecy of all
Confidential and Proprietary Information. The Distributor shall refrain from
using, disclosing, or otherwise exploiting any Confidential and Proprietary
Information for any purpose not specifically authorized by this Agreement or not
necessary to the performance of its obligations hereunder. Confidential and
Proprietary Information may only be disclosed by the Distributor to those
employees of the Distributor who need such information to effectively perform
their responsibilities to distribute the Products.

           

          7.           EXCLUSIVITY. The Distributor,
as partial consideration for exclusivity in the Territory, agrees not to market
or to distribute any beverage products that compete with the Products or have
similar attributes to the Products during the term of this Agreement. If the
Distributor breaches or

                         

        

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        threatens
to breach any provision of this paragraph 7, the Supplier may seek specific
performance or injunctive relief from a court having personal jurisdiction over
the Distributor.

         

        8.           TRANSSHIPMENT. The Distributor
shall not, whether directly or indirectly, sell, distribute, deliver or divert
the Products outside of the Territory without the prior written permission of
the Supplier. In addition to all other remedies available to the Supplier for
breach of this Paragraph 8, the Distributor shall pay to the Supplier, within
thirty (30) days of any transshipment of the Products, the amount of $5.00 for
each and every case of the Products that was so sold or distributed by the
Distributor or the Distributor's agents, including sub­distributors, outside
of the Territory.

         

        9.           INSURANCE. The Distributor
shall maintain general and public liability and Products liability insurance in
a sum of not less than $1,000,000 underlying coverage and $2,000,000 excess or
umbrella. The insurance policies purchased by the Distributor shall require the
insurer to notify the Supplier no more than thirty (30) days prior to any
non-renewal or cancellation.

         

        10.           TRADEMARKS. All trademarks,
trade dress, copyright, and goodwill as they relate to the Products, along with
all packaging, images, merchandising, and advertising materials concerning the
Products remain the sole and exclusive property of the Supplier. The Supplier
grants to the Distributor the right and license, during the term of this
Agreement, to use its trademark, trade dress, and Product images to promote the
goodwill and sale of the Products in the Territory, and any use of the same
shall be to promote the Products in the best possible manner. All marketing
materials proposed by the Distributor are subject to the Supplier's approval
before use.

         

        11.           TERM. This Agreement shall
commence on the date first above written and shall remain in force until
December 31, 2007, and thereafter will be automatically renewed for successive
one (l) year terms.

         

        12.           TERMINATION.

         

        12.1.  By Supplier. The
Supplier may terminate this Agreement in the event of:

        a.           The
liquidation or dissolution or written notice thereof of the
Distributor;

        b.           An
assignment by the Distributor for the benefit of creditors; or

        c.           The
filing of a voluntary or involuntary petition under the provisions of the United
States Bankruptcy Code or the appointment of a receiver for the property of the
Distributor, the filing of which remains uncontested and undischarged by the
Distributor at the end of thirty (30) days after such filing.

        


        12.2.  By Supplier. The
Supplier may terminate this Agreement if the Distributor shall breach a material
term or condition of this Agreement and shall fail to cure said breach within
thirty (30) days after receipt of written notice from the Supplier stating the
nature of such breach. The foregoing Paragraphs 2.3, 2.4, 2.5,3.1,3.2,3.4,
3.6,3.7,3.8,3.10,4.4,4.5,6, 7, 8, and 9 are deemed material terms and conditions
of this Agreement. If such breach is of a nature that it caml0t reasonably be
cured within thirty (30) days, the Supplier may terminate this Agreement only if
the Distributor fails to commence to cure such breach within such thirty (30)
day period and thereafter to proceed diligently to cure such breach. If the
breach with respect to which notice

         

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        is given
is the failure of the Distributor to perform its obligations hereunder to
service customers, such notice shall specify the location in the Territory in
which the breach occurred. If the Distributor fails to cure such breach within
such thirty (30) day period or fails to commence to cure such breach as provided
for above, the Supplier may then terminate this Agreement upon at least thirty
(30) days prior written notice of such termination to the
Distributor.

         

        12.3.
By Supplier.
The Supplier may terminate this Agreement if the Distributor shall fail to
purchase and to pay for at least the Minimum Purchase Volume specified in
Exhibit B, or otherwise materially breaches the terms and conditions set forth
in Exhibit B.

         

        12.4.
Consequence of
Survival. Upon termination of this Agreement, the Supplier shall have the
right to repurchase all saleable Products inventory and point of sale materials
in the possession or under the control of the Distributor at landed net invoice
prices. Upon termination of this Agreement, the Distributor shall furnish to the
Supplier:

         

        
          	
                   
      

                	
                  a.
      A detailed report enumerating all customer accounts serviced by the
      Distributor using the Products, whether directly or
      indirectly,

                


        

         

        
          	
                   
      

                	
                  b.
      Detailed information relating to each customer account, including
      servicing, prices, delivery frequency, promotion, and all other relevant
      information necessary to continue servicing said accounts in an orderly
      fashion.

                


        

         

        13.           MODIFICATIONS, AMENDMENTS, AND
WAIVERS. This Agreement may not be modified or amended, including by
custom, usage of trade or course of dealing, except by an instrument in writing
signed by duly authorized officers of both of the parties hereto. Performance of
any obligation required of a party hereunder may be waived only by a written
waiver signed by a duly authorized officer of the other party, which waiver
shall be effective only with respect to the specific obligation described
therein. The waiver by either party hereto of a breach of any obligation of the
other shall not operate or be construed as a waiver of any subsequent breach of
the same provision or any other provision of this Agreement.

         

                                      
13.1. Assignment. The
Supplier's grant of distribution rights hereunder is based upon its trust and
confidence in the Distributor and in the current owners of the Distributor. The
Distributor's rights and obligations under this Agreement may not be transferred
or assigned in any manner, voluntary or involuntary, to any other person or
entity, without the express written consent of the Supplier. Such assignment
must be for the entire Agreement. For purposes of this provision, a transfer or
assignment shall include, but not be limited to, the following: (a) gift; (b)
merger of the Distributor with any other entity; and (c) sale, gift, transfer or
issuance of more than 10% of the equity ownership, shares or stock of the
Distributor to any person, persons or entities other than the current owners or
their immediate family members as of the date of this Agreement. Upon the
occurrence of any attempted transfer or assignment of this Agreement without the
express written consent of the Supplier, this Agreement shall immediately
terminate, without further notice and without any opportunity to
cure.

                                       


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        13.2.
Force Majeure.
The Supplier and the Distributor shall not be responsible for any failure to
perform due to unforeseen circumstances or to causes beyond its reasonable
control, including but not limited to acts of God, war, riot, embargoes, acts of
civil or military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labor or materials. In the event of
such delay, the Supplier may defer the delivery date for a period equal to the
time of such delay.

         

        13.3.
Notices. Unless
otherwise specifically provided, all notices required or permitted by this
Agreement shall be in writing and may be delivered personally, or may be sent by
facsimile or certified mail, return receipt requested, to the following
addresses, unless the parties are subsequently notified of any change of address
in accordance with this Section 13.3.

      

       

    

    If to the
Supplier:

     

    Liquid
Management Partners LLC

    320
Northern Blvd, Suite 17

    Great
Neck, New York 11021

    Attention:
Michael H. Lam, President

    Facsimile:
(516) 773-0065

    E-mail:
MichaelL@liquidiceenergydlink.com

    


    With a
copy of said Notice to

    


    Bruce D.
Johnson, Esq.

    Johnson
& Associates

    950 Third
Avenue, Suite 2602

    New York,
New York 10022

    Facsimile:
(212) 808-5536

    


    If to the
Distributor:

    


    Health
and Wellness Partners Inc.

    15641 Red
Hill Avenue, Suite #200

    Tustin,
CA 92780

    Attention,
President

    Facsimile:


     

    Any
notice shall be deemed to have been received as follows: (a) if by personal
delivery, upon receipt; (b) if by certified mail, return receipt requested, upon
receipt; and (c) if by facsimile, twenty-four (24) hours after transmission or
dispatch.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

      
        13.4.
Choice of Law.
This Agreement shall be construed in accordance with and shall be governed by
the laws of the State of New York applicable in the case of agreements to be
performed entirely within the State of New York, exclusive of any choice of law
principles the application of which would result in the application of the laws
of a different jurisdiction. The Distributor expressly agrees to submit to the
jurisdiction of the United States District Court for the Southern District of
New York or the courts of the State of New York and that proper venue shall be
had in New York, New York regarding any and all disputes arising under this
Agreement.

         

        13.5. Authority. The
Supplier has all requisite power and full authority to enter into this
Agreement. The Distributor has all requisite corporate power and authority to
enter into this Agreement. This Agreement has been duly and validly executed and
delivered by the parties and constitutes a legal, valid, and binding agreement,
enforceable in accordance with its terms. This Agreement shall be binding upon
and inure to the benefit of the successors, heirs, executors, and legal
representatives of the respective parties hereto.

         

        13.6.
Further
Assurances. The parties agree to execute and deliver any and all other
agreements, instruments or documents which may be necessary or appropriate to
effectuate or evidence the transactions contemplated by this
Agreement.

      

       

    

    13.7.
Headings. The
headings contained in this Agreement are for convenience of reference only and
are not to be considered in connection with the interpretation or construction
of this Agreement.

     

    13.8.
Entire
Agreement. This Agreement and the Exhibits attached hereto constitutes
the entire understanding and contract between the parties and supersedes and all
prior and contemporaneous, oral or written representations, communications,
understandings, and agreements between the parties with respect to the subject
matter hereof. The parties acknowledge and agree that neither of the parties is
entering into this Agreement on the basis of any representations or promises not
expressly contained herein.

     

    13.9.
Execution in
Counterparts. This Agreement may be executed in identical counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute but one agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      * Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    IN WITNESS WHEREOF, the
parties have set their hands and seals on the date and year first above
written.

    
    

     

    
      	      
              Health
      and Wellness Partners, Inc

            	 
	 	 
	By: /s/Milton
      C. Ault	 
	Milton C. Ault III,
      President & CEO	 
	 	 
	By: /s/Gary R.
      Gottlieb	 
	Gary R. Gottlieb,
      Chief Financial Officer	 
	 	 
	      
              Liquid
      Management Partners, LLC

            	 
	 	 
	By: /s/Michael
      H. Lam	 
	      
              Michael
      H. Lam, President

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      * Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    EXHIBIT A

     

    PRODUCTS

     

    Distributor
shall be permitted to distribute the following Products in the
Territory:

     

    Regular
Liquid IceTM Energy Drink in 8.3 ounce cans

     

    Sugar
Free Liquid IceTM Energy Drink in 8.3 ounce cans

     

    Regular
Liquid IceTM Energy Drink in 12 ounce cans

     

    Sugar
Free Liquid IceTM Energy Drink in 12 ounce cans

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    EXHIBIT
B

     

    SALES AND MARKETING
PLAN

     

    


    
      A.          INITIAL ORDER. The Initial
Order shall consist of three trailers of the Products.

       

      B.          MINIMUM PURCHASE VOLUME.
During the first six months of this Agreement, the Distributor shall purchase no
less than three standard trailer loads per month equaling eighteen trailers at
the end of the six month starting from the date of which the contract was
executed. Starting from the first day after the six months from the execution
date, the distributor shall order no less than 37,440, cases per month ending in
twelve months from the date of execution. Distributor agrees to order 41,666,
cases per month from the first year anniversary from the date of execution of
this contract to six months after the first month of the one year anniversary
totaling 250,000, cases of Liquid Ice Energy Drink.

       

                       
C.           Any breach
in exhibit B will deem to be a material breach of this contract and the supplier
shall have the right to terminate this contract.

       

    

    


     

    Agreed to
by the Distributor: /s/
Milton C.
Ault

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    EXHIBIT
C

     

    TERRITORY

     

    The
Distributor may distribute and sell the Products within the State of
California.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    EXHIBIT
D

     

    PRICES

    
       

      *

       

      * The
confidential portion has been omitted and filed separately with the Securities
and Exchange Commission

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      *
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment and those portions have been filed separately with the
Securities and Exchange Commission.

       

    

    EXHIBIT
E

     

    Monthly
Report

     

    


     

    Monthly
Sales:

    


     

    Depletion:


     

    Inventory: