EXHIBIT 10.15


                          STAMP DUTY PAID ON STATEMENT
                        AUTHORIZATION OF JANUARY 21, 1983



[stamp:]

Maitre Claude TAIN
NOTARY
03350 CERILLY

IN THIS YEAR TWO THOUSAND AND FIVE

On October five

Maitre Claude TAIN, Notary in CERILLY (Allier), 18, rue de la Croix Blanche,
the undersigned,

ACKNOWLEDGED  and recorded this official  instrument upon request by the parties
identified below, pertaining to a PROMISE TO SELL.

Certain terms in this instrument  will have a special  meaning for  simplicity's
sake,

- "THE PROMISOR"  denotes the  promisor(s)  who, in case of plurality,  shall be
jointly  liable for the  obligations  they incur,  without such joint  liability
being referred to each time;

- "THE  BENEFICIARY"  denotes the beneficiary or  beneficiaries  who, in case of
plurality,  shall be jointly liable for the obligations they incur, without such
joint liability being referred to each time;

- "THE  PROPERTY"  denotes  the  realty  that  is  the  subject-matter  of  this
instrument.











                                       1
<PAGE>



                          IDENTIFICATION OF THE PARTIES



     Promisor:

Mr.  Christian  BERTHIER,  an  economic  project  manager,  residing in CLERMONT
FERRAND (Puy-de-Dome), 54 boulevard Panoramique,

Place of birth: CLERMONT FERRAND (Puy-de-Dome); date of birth: April 29, 1947

Divorced  from his first wife,  Mrs.  Laurence  Marthe Leone  Gilberte  ABRAHAM,

Married for the second time to Mrs. Marie-Christine GENDRE

The spouses are married  pursuant  to an  unconditional  separation  of property
settlement  reflected in their marriage  contract  acknowledged  and recorded by
Maitre Claude TAIN, Notary in CERILLY (Allier) on July 30, 2003

prior to their wedding at the Town Hall of COGOLIN (Var) on August 26, 2003

Said settlement has not been amended.

Of French nationality,

He qualifies as a "Resident" pursuant to the meaning of the tax system.

He is present.

[repeated stamp across all pages:] COPY

[repeated footer:]
three signatures or initials







                                       2
<PAGE>



     Beneficiary:

The Company known as "MONTESPAN SAS," a simplified business association,  with a
capital of 200,000  EUROS whose  registered  office is in  THENEUILLE  (Allier),
identified  under the  SIREN  number  447 983 149 RCS  [Commercial  and  Company
Register]  of  Montlucon.  Said Company is  represented  by its  President,  Mr.
Bernard BOUVROT.


                         REPRESENTATIONS BY THE PARTIES

The  parties to this  instrument  attest on their own  behalf or  through  their
representatives  that nothing can limit their  capacity to meet the  commitments
that they will make.


                                    STATEMENT

Reference is being made to the following as a preliminary to the promise to sell
that is the subject-matter of this instrument.


I. - Mr. BERTHIER has entered into various agreements with POSEIDIS SAS pursuant
to the provisions of private  agreements not recorded  before a notary and dated
April 10, 2003.  Given that not all of the  conditions  precedent have been met,
these agreements have lapsed.

II. - POSEIDIS SAS, whose registered office is in Theneuille "Les Sourdinieres,"
registered in the RCS [Commercial and Company Register] of Montlucon under SIREN
No. 447 983 149, for its part,  is the owner of a group of lots forming a block,
a place referred to as "Martiniere,"  located in the municipality of THENEUILLE,
with an area of 5 ha, 25 a, 19 ca,  recorded  in the plat book under  section E,
Nos.  275.276.277.278.279,  as a result of a purchase  it made from Mr.  Jacques
SAUTY DE CHALON,  according to a deed acknowledged and recorded on September 30,
2003 by Maitre TAIN, the undersigned notary.


This statement is followed by the promise to sell that is the  subject-matter of
this instrument,  it being specified that this Promise is a novation and cancels
all the  agreements  that "the  Promisor"  entered  into prior to this date with
regard to POSEIDIS.







                                       3
<PAGE>




                                 PROMISE TO SELL


THE PROMISOR irrevocably commits himself to sell to the BENEFICIARY the PROPERTY
described hereinafter, within the time period agreed to below. Consequently, THE
PROMISOR undertakes, for the entire duration of validity of this Promise, not to
withdraw his  commitment  to sell,  nor to alienate the  PROPERTIES  or make any
changes to their current condition and, in general,  he agrees to manage them as
a prudent man.


THE PROMISOR makes this  commitment on his own behalf and for his assigns,  even
if they are incapacitated, who shall be jointly liable in case of plurality. THE


BENEFICIARY accepts this Promise as it is, on his own behalf and for his assigns
who, if they are liable as to any  obligations,  shall be jointly liable in case
of plurality, even if they are incapacitated. He will have the option to request
or not to request that the obligations be performed,  as he sees fit, subject to
the provisions of the "SUBROGATION - ASSIGNMENT" section below.


It is  explicitly  agreed that, in case THE  BENEFICIARY  fails to carry out the
purchase within the established  forms and time limits,  he shall be deprived of
the right to demand  performance of this Promise,  which will then be considered
to have  become null and void,  except,  if  applicable,  for the effects of the
"EXCLUSIVITY  INDEMNITY"  clause  below.  and the  PROMISOR  will be  completely
released [from his obligations] upon expiration of the deadline.



                            SUBROGATION - ASSIGNMENT


THE BENEFICIARY shall have the possibility to substitute a third party in his
place with reference to the benefits derived from this Promise or to assign this
Promise, provided the following three conditions that determine the validity of
any such subrogation or assignment, are fulfilled:


- THE BENEFICARY  remains liable jointly with the subrogee or the assignee as to
any obligations arising from this Promise until it is performed;

- the PROMISOR must be notified of any such subrogation or assignment, unless he
becomes  party to an official  instrument  recorded  by a notary for  acceptance
thereof.


Reference is made to the fact that,  pursuant to article 52 of law No. 93-122 of
January 29, 1993, "any assignment effected for good or valuable consideration by
a real  estate  professional  of the  rights  conferred  by a  promise  to  sell
concerning real property shall be null and void as a matter of law and order."




                                       4
<PAGE>




                               TERM OF THE PROMISE


This promise to sell is given for a term expiring at 4:00 p.m. on May 31, 2006.



                          SUBJECT-MATTER OF THE PROMISE
                                   DESCRIPTION


A group  of lots  having  a total  area of two  hectares  ten  ares  forty  nine
centiares,  including a mineral  water spring,  located in THENEUILLE  (Allier),
[referred  to as] La  Trolliere,  recorded in the plat book under the  following
references:


---------- -------- ------- ---------------------------- -----------------
Prefix     Section  Number  Place name                   Area
---------- -------- ------- ---------------------------- -----------------

           A        904     Pres de la Trolliere         0 ha 00 a 09 ca
---------- -------- ------- ---------------------------- -----------------
           A        905     La Trolliere                 1 ha 64 a 10 ca
---------- -------- ------- ---------------------------- -----------------
           A        967     ----idem----                 0 ha 17 a 90 ca
---------- -------- ------- ---------------------------- -----------------
           A        968     ----idem----                 0 ha 28 a 00 ca
---------- -------- ------- ---------------------------- -----------------
           A        1049    ----idem----                 0 ha 00 a 40 ca
---------- -------- ------- ---------------------------- -----------------
                                        TOTAL AREA       2 ha 10 a 49 ca


As said  real  property  extends  and  comprises,  with  all  its  conveniences,
appendages  and  fixtures,  easements and joint use  structures,  all rights and
options of any type, without exception or reservation.

With all the administrative rights and other rights associated with said spring,
and all operating rights.

It  being  specified  that:

As soon as the sale is finalized by an official  deed,  the buyer shall have the
exclusive right of full and complete enjoyment of the underground  mineral water
reserves of the La Troliere [sic; Trolliere] hydromineral deposit located on the
above described lots and geographically marked out by them.

This right  concerns  the  totality  of the  production  capacities  for natural
carbonated mineral water from the authorized  catchment,  called "BERTHIER well"
(ministerial  order of November 28,  2002),  as well as other future  catchments
that may be authorized on the site.




                                       5
<PAGE>



On the day the sale is finalized by an official  deed,  the Promisor  shall hand
over the following documents to the buyer:

1- The geological cross section of the Bourbon l'Archambault Basin, illustrating
the characteristics and the hydrological potential of the site,

2- The  study of the  analytical  properties  of the  water of the La  Trolliere
spring, dated May 15, 2000,

3- The notice of the French Agency for Food Safety dated June 17, 2002

4- Article 288 of the Official  Gazette  dated  December 11, 2002,  in which the
order dated November 28, 2002 was published, granting Mr. BERTHIER authorization
to  commercially  use "as natural  mineral water, as it appears at its discharge
point, the water from the "Berthier Well" catchment  located in the municipality
of Theneuille (Allier)."


Copies of these documents are attached hereto.



                      REPRESENTATIONS MADE BY THE PROMISOR

THE PROMISOR states the following:

     As to occupancy of the premises:

The real property is currently vacant and not rented by anyone.

     As to agreed easements:

He has not created nor allowed any easements to accrue on THE PROPERTY and that,
to his knowledge, none exist other than those described hereinbelow.

The following  stipulations were made in the  specifications  dated May 4, 1961,
under Chapter III, "Special Conditions," quoted verbatim:

"Article 30
-----------

As stated above, the springs of Saint-Pardoux and La Troliere were declared to
be of public interest by a decree dated July 31, 1878. However, this declaration
will be annuled if the buyer does not commercially use said springs pursuant to
the applicable legislation on mineral waters."


"Article 31
-----------

The  successful  bidder shall be required,  without  thereby having the right to
file a claim for recovery against the Government, to uphold the right granted to
the  inhabitants  of the  municipality  of  THENEUILLE to collect at no cost the
water required for their use from the springs of Saint-Pardoux  and La Troliere.
He shall furthermore,  under the same conditions,  allow free collection at said
springs  of the water  required  to cover  the  needs of the civil and  military
hospice of Bourbon l'Archambault."




                                       6
<PAGE>



     As to the administrative situation:

To  his  knowledge,  THE  PROPERTY  is  not  subject  to any  total  or  partial
expropriation or requisition proceedings.

     As to mortgages:

There  are  no  mortgage  registrations  or  entries,  publications,   liens  or
references that may stand in the way of the indefeasible  nature of the transfer
of his title to the property.

     As to legal proceedings:

That there are no suits or defense  proceedings  pending that would  directly or
indirectly involve THE PROPERTY.

     As to the ownership title:

THE PROMISOR is legally the owner of the PROPERTY and shall provide  appropriate
proof  thereof  to  the  BENEFICIARY   pursuant  to  the  conditions  set  forth
hereinabove. He provides the following information:

The real properties that are the subject-matter of this official  instrument are
owned by Mr. BERTHIER as a result of various acquisitions he made, namely:

Lot 904 (spring),  from a legal entity known as "COMPAGNIE GENERALE DES MATIERES
NUCLEAIRES," acronym COGEMA, a French corporation whose registered office was at
the time in VELIZY VILLACOUBLAY (Yvelines),  2 rue Paul Dautier,  pursuant to an
official  instrument  acknowledged  and  recorded  by Maitre  Claude  TAIN,  the
undersigned notary, on June 20, 1995.

This  acquisition  was  made  for the  price  of  TWENTY  FIVE  THOUSAND  FRANCS
(25,000.00  FRS)  paid in  cash  pursuant  to the  provisions  of said  official
instrument which contains the related acknowledgment of receipt.

Lots  905,967,968,1049,  from Mrs. Suzanne Elianne Marie Marcelle MURET, without
occupation,  residing at "Tailles" in the  municipality of THENEUILLE  (Allier),
spouse of Mr. Georges Jean DENIZON,  according to the official deed acknowledged
and recorded by Maitre Claude TAIN, the undersigned notary, on October 6, 1995.


This  acquisition was made for the price of THIRTY  THOUSAND  FRANCS  (30,000.00
FRS).


Said amount was paid in cash and receipt thereof is acknowledged in the official
deed,  without loan costs.  THE SELLER  represented in said official  instrument
that he was not subject to any measure restricting his ability to freely dispose
over the property sold.


A copy of this official instrument was published at the Mortgage Registry Office
of Montlucon on November 3, 1995,  volume 1995P,  No. 3746. The statement issued
on this publication has not been presented to the undersigned notary.




                                       7
<PAGE>



                        CONDITIONS OF THE SALE PROMISED:


If the  sale is  performed,  it  shall  take  place  pursuant  to the  following
conditions:

     Transfer of ownership:

The transfer of ownership shall be effected under the conditions specified below
on the date of ascertainment of the sale in due and legitimate form, even if the
exchange of consent  required for drawing up the  contract  occurs at an earlier
date.

     Entry into possession:

Entry into possession will occur by the taking of actual  possession on the date
the official deed is executed,  with THE PROMISOR  undertaking  to hand over THE
PROPERTY totally unoccupied by that date.

     Price

The price will be TWO MILLION ONE HUNDRED AND FIFTY THOUSAND EUROS (2,150,000.00
(euro)) and it shall be payable in cash,  on the date this  Promise is finalized
and  acknowledged  by way of an official  deed to be  prepared  by Maitre  TAIN,
Notary in CERILLY.


                               GENERAL CONDITIONS:

If the sale is  finalized,  it shall be carried out  pursuant to the regular and
legal  conditions  applicable to such matters and  specifically  pursuant to the
following conditions:

THE BUYER shall take the  properties  sold in the condition in which they are on
the date of transfer of  ownership,  without any  warranties  on the part of the
SELLER  regarding  the  condition  of the  soil  or  subsoil,  nor  without  any
warranties on the part of the SELLER regarding the content of the land..

However,  THE SELLER  shall remain  financially  liable for any  intentional  or
unintentional  damage or degradation that may be discovered at the time of entry
into possession.

THE  BUYER  shall be liable  for any  negative  easements  of any kind and shall
benefit from any  affirmative  easements  at his own risk and peril  without any
possibility of recourse against THE SELLER.

THE BUYER shall be  personally  responsible  for taking out all and any required
insurance  policies,  and THE PROMISOR at present states his intention to assign
or cancel as of the date of performance  of this sale the insurance  policies he
has personally taken out.

THE  SELLER  shall be  personally  liable  for  paying  the total  amount of the
property tax up to and  including  the year in which  ownership is  transferred.
However,  THE BUYER shall reimburse the SELLER for the prorated  portion of said
tax applicable to the period running as of the date of entry into  possession to
the following  December 31. THE BUYER shall pay all and any costs,  fees, taxes,
remunerations  and legal fees  resulting  from the bill of sale and any  sequels
thereof.




                                       8
<PAGE>



                               SPECIAL CONDITIONS

The buyer agrees to diligently comply with any duties or obligations  toward the
competent  Authority  for  the  purpose  of  maintaining  the  authorization  to
commercially  operate the La Troliere spring / "Berthier Well" catchment  system
by setting  up the  necessary  installations  and doing the  technical  research
required as well as different  periodic  analyses as requested by the AFSSA, the
DDASS, etc.."


                       PERFORMANCE OF THE PROMISE TO SELL

Performance of this Promise shall occur:

- either by execution of the official deed by which this sale shall become
final, in conjunction with payment of the price and the costs by the above
referenced deadline;

 - or by THE BENEFICIARY making clear his intent by the same
deadline to carry out the sale by having process served by a bailiff or by
sending a simple registered letter with acknowledgment of receipt to the
domicile elected by THE PROMISOR or by having a memorandum in the form of an
official instrument drawn up, stating this intent.

Any such  memorandum  shall be served onto the  PROMISOR  within  fifteen  days.
However,  according  to the  explicit  and  material  covenant  inherent in this
Promise,  THE BENEFICIARY shall pay the following sum in advance,  depositing it
with the Notary in charge of carrying out the sale, and it shall consist of:

..    the acquisition  costs for which THE PROMISOR does not deem himself liable,
     and
..    the personal  capital  contribution  of the  BENEFICIARY for payment of the
     stipulated price to be paid in cash.

Consequently, to be valid, it is mandatory when exercising the [purchase] option
to provide a copy of the receipt  confirming said payment and an approval of the
lending  institution(s)  extending the loan(s)  intended to cover any overage of
the price of the promised sale or the part of the price to be paid in cash.


                        CONTRACTUAL EXCLUSIVITY INDEMNITY
                    [Indemnite forfaitaire d'immobilisation]*

     Amount:

THE PROMISOR  acknowledges  that he has received  prior to this date TWO HUNDRED
AND THIRTY THOUSAND EUROS (230,000 (euro)) as an exclusivity  indemnity from the
BENEFICIARY.

     Nature:

Said  exclusivity  indemnity  does not  constitute  a  deposit,  but a  lump-sum
consideration  for keeping the PROPERTY  promised off the market.  Consequently,
THE PROMISOR  waives his right to invoke the  provisions  of article 1590 of the
Civil Code.

Said indemnity shall be applied to the price.




                                       9
<PAGE>



It is  explicitly  agreed  that the  amounts  the  BENEFICIARY  is to pay to the
PROMISOR in  addition to the above  indemnity  of 230,000  (euro)  shall also be
deducted from the price if the sale is carried out within the term agreed to.

On the other hand,  if the sale is not  finalized  on the date  stipulated,  the
amount of TWO HUNDRED AND THIRTY  THOUSAND EUROS as well as any surplus  amounts
paid will be  converted  into  ownership  shares of the  above  referenced  real
properties,  and THE  BENEFICIARY  will  become a co-owner  of these  properties
proportionately to the amounts paid and  proportionately to the price stipulated
above.

On the other  hand,  in case there is a change in the  majority  holdings of SAS
MONTESPAN or a new  shareholder  holding more than 51% in POSEIDIS INC is added,
and the sale is not  performed by the deadline  stipulated,  the down payment of
230,000 (euro) shall be accrue to Mr. BERTHIER as an exclusivity  indemnity.  In
contrast, the amounts paid in addition to 230,000 (euro) shall be converted into
ownership shares, on the basis of the price agreed on above.


                   NO LEGAL PREREQUISITE FOR OBTAINING A LOAN

This promise to sell is not subject to any condition precedent as set forth in
the provisions of article L.312-1 of the Consumer Code because THE PROPERTY is
for commercial, professional or agricultural use.


                           OTHER CONDITIONS PRECEDENT

This Promise is made under the following conditions precedent:

     Conditions  precedent  stipulated  to for the  benefit  of the  BENEFICIARY
alone, who may opt to waive them:

.. THE PROPERTY shall not be subject to:

-    easements or administrative measures likely to depreciate its value;

-    agreed easements having the same effect;

-    liens,  mortgages,  living pledges or garnishments  for which  cancellation
     cannot be obtained  from the creditors by payment of their claims using the
     portion that was paid in cash as recorded by the the drafting notary;

-    any total or partial  destruction or degradation  that would make enjoyment
     of the property in normal conditions impossible.

.. The real  property  shall  not be  subject  to any  rental  or  occupancy  not
disclosed in this instrument,

.. THE PROMISOR shall produce to the BENEFICIARY or to his notary all
and any records or documents for complete and proper preparation and publication
of the bill of sale by which an indefeasible right of ownership shall be
transferred to THE BUYER Said production of records shall include:

-    the title-deed,

-    proof of seller's proper and  indefeasible  title to property going back at
     least thirty years to a transferable title.

.. THE  PROMISOR or the  previous  owners  shall have  complied  with all and any
administrative or legal obligations pertaining to the real property.

.. THE PROMISOR shall provide proof of his capacity, any authorizations or powers
of attorney required for an amicable sale.



                                       10
<PAGE>



                             Urban planning records

A report  providing  urban planning  information,  as required by memorandum No.
73-217 dated  December 31, 1973,  shall be obtained with respect to THE PROPERTY
and it shall not reflect any  easements  or  administrative  measures  likely to
depreciate the value thereof.

     Conditions  precedent stipulated to for the benefit of the PROMISOR and the
BENEFICIARY:

-    No  preemptive or  preferential  rights exist which,  if  exercised,  would
     constitute an obstacle to performance of this Promise.

If it turns out that the sale of the  PROPERTY  is in fact  subject  to any such
right,  THE PROMISOR  undertakes to immediately  comply with any  formalities so
that the  beneficiary  of the right of  preemption is given the  opportunity  to
exercise it.


                            MISCELLANEOUS PROVISIONS


     Tax system:

If the  sale is  carried  out,  it shall  be  subject  to  general  taxation  as
applicable  to rural real estate and as provided by article  1594 of the General
Tax  Code.  THE  PROMISOR  and THE  BENEFICIARY  declare  that THE  PROPERTY  is
allocated for agricultural production.

     Information for the PROMISOR regarding capital gains tax

In addition,  THE PROMISOR hereby acknowledges that his attention has been drawn
to the provisions  resulting  from the 2004 Finance Act  concerning  taxation of
capital gains from real estate sales or related sales.

     Real estate sales notification:

This  instrument  may be published at the mortgage  registry  office  concerned.
However, THE BENEFICIARY, although he has been informed of the advantage of such
publication,  requests that the undersigned notary postpone this formality until
further  notice by the  beneficiary  in the form of a registered  letter to said
notary,  by  which  the  beneficiary  would  express  his  intent  to have  said
publication effected,  accompanied by the appropriate payment for fees incurred.
To carry out the formalities of the real estate sales notification, the parties,
acting in their common  interest,  give all the necessary  powers of attorney to
any clerk of the notary  office named in the header of this  instrument,  to the
effect of having him or her draw up and  execute  all and any  complementary  or
amending  documents  so as to  make  this  instrument  concur  with  all and any
mortgage, plat or civil status records.





                                       11
<PAGE>



                                 COSTS AND FEES:

The  costs,  fees and  remunerations  resulting  from  this  Promise  and  those
resulting from the preparation of the case file required for finalizing the sale
(such as the urban planning  records and other  administrative  certificates  as
well as any mortgage statement) shall be paid by THE BENEFICIARY.  However, they
shall  be paid by the  PROMISOR  in case the  sale is not  performed  due to his
fault.

In case of  non-performance of the sale promised for any reason, the undersigned
Notary  shall  be  explicitly   authorized  to  deduct  said  costs,   fees  and
remunerations from the amount of the exclusivity indemnity before it devolves to
the PROMISOR or is returned to the BENEFICIARY.

If one of the  parties  initially  paid for any costs or fees  definitively  not
incumbent  upon him or her,  the other party shall  reimburse  any such costs or
fees to the first party.


                              ELECTION OF DOMICILE

The parties hereto elect their respective residences as domicile for purposes of
performance of this Promise.


                   THE FOREGOING CONSTITUTES LEGAL PUBLICATION

     Comprising:

     -    Pages:

     -    Cross references:

     -    Blank space crossed out:

     -    Entire line crossed out:

     -    Nullifed numbers:

     -    Nullified words:

And, after this instrument was read, the parties certified,  each on his behalf,
that the statements  contained herein are accurate.  The undersigned notary then
asked the parties to affix their signatures and affixed his own herto.

MADE in the office of the undersigned  notary, on the aforementioned  day, month
and year.


[signatures]

-----------------------------------------------
*    [Editor's  note:  "indemnite  forfaitaire  d'immobilisation"  represents  a
     lump-sum  consideration  for the exclusivity  reserved for the purchaser by
     the seller who undertakes to keep the property off the market and to uphold
     his or her offer for the term of the option.]



                                       12

<PAGE>

Department:                                           Section: DA04
03                                                    Original scale: 1/2500
Village:                                              Scale of printout: 1/2500
THENEUILLE (282)                                      Printing Date:
                                                      November 24, 2004
---------------------------

Fee Register serial number: 044588                    Excerpt certified to
Stamp of issuing agency:                              conform with the
                                                      computerized plat map
                                                      on the date of
---------------------------                           ---/---/---

                                                      in MONTLUCON
[Stamp]                                               On NOVEMBER 25, 2004
PROPERTY TAX DIVISION         Plat Department         [initials]
                            -------------------      ------------------------
[ILLEGIBLE]
----------------------------











                               [GRAPHIC OMITTED]











<PAGE>


Christian BARBALAT
PhD in Mineral Chemistry
Diplomate of the Pasteur Institute of LILLE in Community Food and Hygiene
Microbiology Legal Expert at the Court of Appeal of the UOM
Director of the Municipal Laboratory of CLERMONT-FERRAND

                                                  Clermont-Ferrand, May 15, 2000



              STUDY OF THE ANALYTICAL PROPERTIES OF WATER FROM THE
                               LA TROLIERE SPRING




     The La Troliere  spring is a natural  mineral spring of the Massif Central,
typical of the Bourbon-l'Archambault  Basin "with its series of cold springs, La
Trolliere and Saint-Pardoux  (village of Theneuille),  Vaux in the valley of the
Cher, Neris and Evaux, not far from this valley in the environs of Montlucon."









GEOLOGICAL  MAP  OF  THE  REGION  OF  BOURBON  AND  NERIS  AT  THE  END  OF  THE
CARBONIFEROUS PERIOD SHOWING ALL THE FAULTS












                               [GRAPHIC OMITTED]






<PAGE>
It has been known for a long time on the analytical  level,  and analyses dating
from the end of the 19th century carried out by Ossian HENRY show that its water
is  similar  in  terms  of   composition   to  the  Natural   Mineral  Water  of
SAINT-PARDOUX, its "neighbor."

     The  Saint-Pardoux  water leaves a fixed residue of  0[illegible].4372  per
liter.  Below is the distribution of the elements in this water,  reconstituting
the bicarbonates:

    Carbon dioxide in bicarbonates                       0[illegible].0672
             free carbon dioxide                         2  1866 (1128ee)
             total carbon dioxide                        2   2338

    Calcium bicarbonate                                  0   064[Ill.]
             magnesium bicarbonate                       0   0311
             ferrous and manganous bicarbonate           0   0116
             sodium bicarbonate                          traces
    Sodium silicate                                      0   014[Ill.]1
    Excess silica                                        0   0263
    Sodium sulfate                                       0   0230
    Sodium chloride                                      0   0137
    Organic matter and losses                            0   0661
                                                         --------
                                                         0   1908






<PAGE>



     La Trolliere water,  based on an analysis carried out by O. Henry,  appears
to have a similar composition.

     The springs of  Bourbon-l'Archambault  and Theneuille have been declared to
be of public interest.

     In the  "crude"  state,  this is a highly  ferruginous  natural  carbonated
mineral water which,  however,  seems to be less  mineralized than the spring of
SAINT-PARDOUX:   thus  it  can  be   classified   as  one  of  the  cold  waters
(14-15(degree)C) with low mineralization of the sodium bicarbonate type.

     Because  of the  spring's  depth  of  exploitation  (well  at 203  m),  its
hydrogeological proximity to the SAINT-PARDOUX fault and the overall composition
of its water composition, one can, by comparison, expect therapeutic indications
similar to those which have always been recognized for the SAINT-PARDOUX  water,
with two primary types of properties:

-    the  potentially  diuretic  and  detoxifying  effect  of  waters  with  low
     mineralization.
-    the potential effects on the digestive  functions and nutrition in general,
     which are specific to sodium bicarbonate containing waters.

     The study of the results of the  official  analysis  of October  22,  1998,
which  was  carried  out by the  certified  Laboratory  of the  Louise  Blanquet
Institute at  CLERMONT-FERRAND,  reveals  entirely  normal  bacteriological  and
physico-chemical  properties,  which are in conformity with the criteria for the
quality of waters intended for human consumption (see Directive  98/83/EC of the
Council of the European Union).

     In particular, the levels of arsenic, boron and fluorides in such a mineral
water are much lower than the admissible maximum limits.

     Compared to the  SAINT-PARDOUX  spring,  the La Troliere water presents two
additional particularly interesting advantages:

-    a deep  origin,  guaranteeing  a  good  protection  of its  microbiological
     quality, and
-    a  radioactivity  level  which  is  known to be very  low.  Subject  to the
     application of an authorized  deferrization and demanganization  treatment,
     whose goal is

to eliminate its initial  metallic taste,  this water could be consumed  without
reservation.  Indeed,  after  regasification  using its  natural  gas,  it would
simultaneously possess the following certain advantages on various levels:

-    the organoleptic level
-    the physicochemical level: soft water with very low nitrate content
-    the bacteriological level: conformity with the potability standards
-    the radioanalytical  level:  radioactivity level below the guideline values
     recommended by the WHO

[signature]
C. BARBALAT

[signatures]

[Stamp:]

Attached to the official  record of an instrument  received for the  undersigned
Notary on October 5, 2005.

[signature]


<PAGE>


[LOGO]
                                                 Afssa - Seisin No. 2002-SA-0065
                                                   Maisons-Alfort, June 17, 2002

French Food
Safety Agency

THE DIRECTOR GENERAL

NOTICE

From the French Food Safety Agency

Relating to the application for the  authorization to commercially  exploit,  as
natural  water,  at its point of  emergence,  the water  from the "La  Troliere"
catchment system located in the Municipality of Theneuille (Allier)

On  February  23,  2000,  the French  Food  Safety  Agency  (Afssa)  received an
application for an authorization to commercially  exploit,  as natural water, at
its  point of  emergence,  the water  from the "La  Troliere"  catchment  system
located in the Municipality of Theneuille  (Allier).  After  consultation of the
specialized  "Waters"  Committee  of experts on April 9, May 7 and June 4, 2002,
Afssa issues the following notice:

Whereas,  Mr.  Christian  Barbier has requested  authorization  to  commercially
exploit,  as a natural mineral water, at its point of emergence,  the water from
the "La Troliere"  catchment  system located in the  Municipality  of Theneuille
(Allier);

Whereas,  the  notices  issued by the  Departmental  Directorate  for Health and
Social  Affairs  of the  Department  of Allier,  the  Regional  Directorate  for
Industry,  Research and  Environment of the Auvergne  region,  the  Departmental
Hygiene  Council,  and the prefect of the Department of Allier  concerning  this
application for an authorization to engage in commercial exploitation;

Whereas,  the  depth of the "La  Troliere"  catchment  system  is 203 m, and the
maximum flow rate for commercial use is 10 m3/h and the water temperature on the
order of 14.6(degree)C;

Whereas,  the results of the  regulatory  analyses  carried out by the hydrology
study and research  laboratory of the AFSSA have shown that the water of the "La
Troliere" catchment system was free of any microbiological contamination, at its
point of emergence;

Whereas,  as  far as  the  constancy  of  the  physico-chemical  composition  is
concerned,  the results of the analyses carried out at the point of emergence of
the  "La  Troliere"  catchment  system  show  good  stability  of the  essential
properties of the water;

Whereas,  the  physico-chemical  composition  of  the  water  is of  the  sodium
bicarbonate  type,  naturally  carbonated,  with  an  abundant  flow  of  carbon
dioxide,it is very rich in iron (30 mg/L) and has CO2 with contents varying from
1000 mg/L to 3500 mg/L;



<PAGE>



Whereas,  with regard to radioactivity  levels,  the analyses carried out by the
Office for protection  against  ionizing  radiations show that the overall alpha
and the overall beta activities are below the guideline values of 0.1 Bq/L and 1
B[q]/L,  respectively,  recommended by the WHO and consumption of this water can
consequently be considered without restriction;

The French Food Safety Agency:

- therefore  considers,  based on the current  state of the case file,  that the
drilling depth, the sanitary  perimeter around the point of emergence whose area
is 16,410 m2 as well as the  installations of the catchment system for the water
from  the  "La  Troliere"  bore  well  make it  possible  to  ensure  commercial
exploitation of the water under satisfactory sanitary conditions.






[signatures]

[GRAPHIC OMITTED][GRAPHIC OMITTED]
REPUBLIC OF FRANCE

[GRAPHIC OMITTED][GRAPHIC OMITTED]






<PAGE>


Afssa - Seisin No. 2002-SA-0065

- is of the opinion:

1) in view of the  information  provided in the case file and the results of the
analyses carried out, that the water of the "La Troliere" catchment system meets
the general requirements applicable to natural mineral waters.

2) that the average flow rate for commercial  exploitation  of the "La Troliere"
catchment  system is 8 m3/h and it is  imperative  for it to remain less than 10
m3/h, with a maximum drawdown at the -115 m mark with respect to ground level.








[signature]
Martin HIRSCH

[signatures]

[Stamp:]

Attached to the official  record of an instrument  received for the  undersigned
Notary on October 5, 2005.



<PAGE>


Official Gazette of Wednesday, December 11, 2002, No. 288


Order of November 28, 2002  granting  authorization  to  commercially  exploit a
natural mineral water NOR: SANP0223961A


     By an order of the minister of health, family and handicapped persons dated
November  28,  2002,  Mr.  Christian   Berthier  is  granted   authorization  to
commercially  exploit,  as a natural mineral water, and as it is at its point of
emergence,  the water from the catchment  system  "Berthier well" located in the
Municipality of Theneuille (Allier).






[stamps]


[signatures]

[Stamp:]

Attached to the official  record of an instrument  received for the  undersigned
Notary on October 5, 2005.