fsb2a8ex10c_royalsprng.htm


    

        CERTAIN
          PORTIONS OF THE EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL
          TREATMENT AND ALL NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES
          AND
          EXCHANGE COMMISSION


    

    
 

    PURCHASE
      AND SUPPLY AGREEMENT

    


    


    This
      Purchase and Supply Agreement (“Agreement”) is entered into as of this __th day of March,
      2007
      (“Effective Date”) by Golden Hotels L-PSHIP (the “Purchaser”), having its
      principal place of business at 18700 MACARTHUR BLVD, Irvine, CA. 92612 Phone:
      949-428-3800 and Royal Spring Water, Inc. (the “Supplier”) having its principal
      place of business at 14553 Delano Street, Suite 217 Van Nuys, CA 91411 TEL:
      818-902-3690

    


    RECITALS

    


    WHEREAS,
      the parties desire that
      Purchaser buys and receives certain Flavored Bottled Water products according
      to
      the quantities ordered by Purchaser and solely for distribution by the Purchaser
      or its agents/distributors; and

    


    WHEREAS,
      Purchaser desires to purchase
      and Supplier desires to provide Flavored Bottled Water with the ILUM label
      in
      such quantities as specified herein;

    


    NOW,
      THEREFORE, in consideration of the
      foregoing and the mutual promises contained herein, the receipt and sufficiency
      of which is hereby acknowledged, the parties agree as follows:

    


    AGREEMENT

    


    1.           Definitions.

    


    1.1           “Agreement”
      shall have the meaning set forth in the first paragraph set for the
      above.

    


    1.2           “Purchaser”
      shall have the meaning set forth in the first paragraph above.

    


    1.3           “Product(s)”
      shall mean the private label Flavored Artesian water (ILUM Label), packaged,
      labeled and supplied to Purchaser pursuant to the specifications contained
      herein.

    


    1.4           “Prices”
      shall mean the prices for Product(s) as set forth in Schedule A
      the “Purchase Order” attached hereto and made part hereof.

    


    
      	
                                 
                10.8  

            	
              “Supplier”
                shall mean the Royal Spring Water Inc. producing the Product(s) for
                sale
                to the Purchaser.

            


    

    


    
      	
                                 
                10.9  

            	
              “Delivery
                Date” shall mean with respect to a Purchase Order, the date on which the
                Supplier is required to make a specific quantity of the “Product(s)”
                shipped to a specific location as set forth on the Purchase
                Order.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    1.8           “Laws”
      shall mean any statute, law, regulation, ordinance, rule, judgment, order,
      decree, permit, concession, grant, franchise, license or rule of common law,
      requirement of, or other governmental restriction or any similar form of
      decision of or determination by, any national, state, or local government (or
      any association, organization, or institution of which any of the foregoing
      is a
      member, or to whose jurisdiction any thereof is subject, or in whose activities
      any thereof is a participant), whether now or hereafter in effect.

    


    1.9           “Purchase
      Order” shall mean Schedule A which specifies a purchase order
      number, quantity of Product(s) ordered, a price, and delivery date at a specific
      location.

    


    1.9.1       “Territories”
      shall mean those countries, territories, protectorates or other geographical
      areas set forth in Schedule B attached hereto and made a part
      hereof.

    


    2.           Term
      of Agreement.

    


    2.1           The
      Term of this Agreement shall begin on the date the Agreement is fully executed
      and for a period of Two (2) years or 730 days, immediately and consecutively
      thereafter.

    


    2.2           The
      term of this Agreement shall be extended automatically for an additional term
      to
      begin immediately after the expiration of the initial term unless otherwise
      agreed by the parties hereto, and subject to a mutually agreed on price for
      the
      third year extension.

    


    2.3           Any
      request, whether by Supplier or Purchaser, requesting termination of this
      Agreement after the initial term of two years, must be in writing and delivered
      to the other party hereto not later than thirty (30) days prior to the
      expiration of the original term.

    


    3.           Ordering
      and Packaging.

    


    

        3.1           Orders.  To
          purchase Product(s)
          hereunder, Purchaser shall issue its Purchase Order(s) to Supplier, see
          Schedule A, which shall specify on the Purchase Order, the
          number, description of Product(s), quantity of Product(s), Price, Delivery
          Date,
          and shipping instructions.  It is agreed that during the two year term
          of this agreement, the total cases on the purchase orders will be for no
          less
          then *||||||||||||||
          cases
          of private label Flavored Artesian bottle water.  Each case will have
||||| * (500ml)
          bottles with the Ilum Label.  Each case will be shrink wrapped and
          their will be *|||||
          cases per
          pallet.


    

     

    3.2           Cancellations.  Purchaser
      may only cancel
      this agreement only in the event of breach of representation or warranty by
      Supplier to perform its obligations under this Agreement.  Upon
      written notice to the Supplier not less than ten (10) days prior to the next
      Delivery Date.  In the event of cancellation letter Supplier will have
      ten (10) days to cure any such breach.  The parties agree to act in
      good faith to resolve all disputes.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    3.3           Packaging.  Product(s)
      supplied by
      Supplier shall be made available in cases that are shrink wrapped with a
      corrugated case, with packaging material in place that reasonably protects
      the
      Product(s) from damage or breakage.

    


    3.4           Labeling.  Supplier
      is responsible
      for labeling the Product(s) and the packages as may be required for
      shipping.  The labels shall comply with all applicable federal, state,
      and local laws, ordinances and regulations for the Territories designated in
      Schedule B.  Art work for the label to be provided by
      purchaser.   Supplier shall manufacture the label approved by the
      purchaser.  Supplier  shall acquire no rights of any kind in
      or to any of supplier’s trademark(s), service mark(s), trade name(s), logo(s),
      labels, or product designation and shall not make any use of the same for any
      reason except as necessary to comply with the packaging and labeling
      requirements unless otherwise agreed by and between the parties as set forth
      in
Schedule C.  .

    


    4.           Shipment
      and Inspection.

    


    4.1           Shipping
      and Delivery.  ALL Prices are
      FOB at purchasers
      loading dock. Supplier
      shall notify Purchaser at the time of shipment of the product as to the quantity
      picked up, if different than that which is set forth on the Purchase
      Order.  Shipping quantities may not vary from those established by the
      Purchase Order unless otherwise mutually agreed upon in writing by the
      parties.

    


    4.2           Title
      and Risk of Loss.   All products
      are
      FOB.

    


    4.3           Inspection
      upon Delivery.   If merchandise/product
      is deemed to be faulty upon receipt, it will be returned to the point of origin
      or replaced for no extra cost.

    


    5.           Price
      and Payment.

    


    5.1           Price.   The
      Product(s) Price for
      purposes of this Agreement shall be as set forth in the Purchase Order, see
      Schedule A, which is attached hereto and made part
      hereof.

    


    5.2           Changes
      in Price.   During the term
      of this
      Agreement, Supplier agrees that the Product(s) Price will not be increased
      for a
      period of One (1) years.  Thereafter, the Product Price increase if
      any, shall be negotiated in good faith.

    


    5.3           Payment
      Terms.  Supplier shall
      invoice Purchaser
      for the full amount due and such invoices shall reference the Purchaser’s
      Purchase Order number and be sent to the “Bill to” address specified on
      Purchaser’s Purchaser Order.  Supplier’s packing list must reference
      the Purchaser’s Purchaser Order number and be sent to the Purchaser's address on
      Supplier’s Purchase Order number.  Purchaser agrees to pay the
      Supplier for the Product(s) produced by the Supplier with in net 30 days of
      the
      arrival of the product to purchaser.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    6.           Product
      Development and Promotions.

    


    6.1            
      Purchaser permits supplier or its bottler to announce this deal in a press
      releases, which will include the fact that supplier has signed a two (2) year
      supply agreement with the purchaser and or that the bottler has received a
      purchase order from supplier for the supply to purchaser.

    


    7.           Licenses
      and or Labels

     

           
      10.8           Purchaser
      represents that it owns its labels and all intellectual property on the
      label.

     

                    7.2             Supplier
      agrees to provide labels for the Product(s) that comply with all applicable
      federal, state and local laws, rules and regulations.  Any material
      changes in the Product(s) or packaging is subject to prior approval by the
      Purchaser whose approval shall not be unreasonably withheld.

    


    9.           Confidentiality

    


    During
      the term of this Agreement and
      for One (1) years after its termination or expiration, neither Purchaser nor
      Supplier, nor any of their employees or agents shall disclose or make accessible
      to anyone or make use of for its own benefit, other than what is consistent
      with
      the terms and conditions of this Agreement any knowledge or information that
      it
      has obtained from the other concerning recipes, formulas, customer lists,
      pricing, marketing plans, business procedures and methods, or other trade
      secrets or intellectual property.

    


    10.           Representations,
      Warranties and Covenants of Supplier

    


    10.1          
       Supplier represents, warrants and covenants that the Product(s), packaging
      and labels delivered to Purchaser are the same as those set forth in the
      applicable Purchase Order and:

     

           
      10.8            The
      Product(s) will be sold to Purchaser at the prices set forth in Schedule
      A, or as otherwise provided for by this
      Agreement. 

     

    10.4           
      The Product(s) will be on a FOB at purchaser’s address in a timely manner or as
      set forth in Schedule A.

    


    10.5           
      Will notify Purchaser of any changes to the Purchaser Order prior to
      delivery.

    


    10.6           
      Will notify Purchaser promptly of any interruption in Supplier’s source of
      supply or Production which may affect its ability to perform under this
      Agreement.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    10.7           Will
      have good and merchantable title to the Product(s) free of any liens or
      encumbrances at the time of delivery.

     

                   
      10.8           The
      trade
      names, trademarks, logos, labels or other intellectual property used by Supplier
      are owned or licensed by the Purchaser and does not infringe upon any other
      person or entities rights.

     

          
      10.9           
Compliance
      with Law Generally.  Supplier represents,
      warrants,
      and covenants that Supplier is in compliance with all laws applicable to its
      Product(s), trade names, trademarks, logos, labels or other intellectual
      property.


     

    11.           Indemnification.

    


    11.1           Suppliers
      Indemnification.  Supplier agrees
      to indemnify,
      defend and hold harmless Purchaser, its affiliates, customers, employees,
      officers, directors, agents, attorneys, representatives, successors and assigns
      from and against any losses, liabilities, costs, damages, claims, firms,
      penalties, and expenses (including without limitation, costs of defense or
      settlement and reasonable attorney consultant’s and expert’s fees that arise out
      of or result from (i) any breach of representation or warranty by Supplier
      or
      failure of Supplier to perform its obligations under this Agreement; (ii)
      violation of any law, including but not limited to those laws governing the
      use
      of trade names, trademarks, logos, labels or other intellectual property, in
      any
      way arising out of or caused or alleged to have been caused by Supplier’s
      Product(s), packaging or labeling under this Agreement.

    


    11.2           Purchaser’s
      Indemnification.   Purchaser agrees
      to
      indemnify, defend and hold harmless the Supplier, its affiliates, employees,
      directors, agents, representatives, successors and assigns from and against
      any
      losses, liabilities, costs, damages, claims, fines, penalties and expenses
      including, without limitations, costs of defense or settlement and reasonable
      attorney’s, consultant’s, and expert’s fees that arise out of or result from any
      breach of representation or warranty by Purchaser to perform its obligations
      under this Agreement.

    


    11.3           Insurance.  During
      the term of this
      Agreement, Supplier shall obtain and maintain in full force and effect liability
      insurance with limits of not less than

    US$
      1,000,000.00 (One Million) insuring against all liabilities arising out of
      the production, manufacture or consumption of Product(s) covered by this
      Agreement.

    


    


    12.           Termination.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    12.1           Termination.  The
      parties may terminate
      this Agreement (i) by mutual agreement  only in the event that the
      other party breaches any material provision of this Agreement and such breach
      continues for a period of twenty (20) calendar days following the receipt by
      the
      defaulting party of notice of such breach; or (iii) in the event that the other
      party becomes insolvent, is adjudicated bankrupt, voluntary or involuntary
      files
      a petition of bankruptcy, makes an assignment for benefit of creditors, seeks
      any other similar relief under any bankruptcy law accordance with the terms
      of
      this Agreement, and such judgment, assignment or incapacity is not revoked
      with
      sixty (60) calendar days.

    


    


    13.           Miscellaneous.

    


    13.1           Purchaser’s
      First Right of Refusal.  N/A

    


    13.2           Remedies.  The
      parties agree that
      any breach of this agreement may cause irreparable harm and significant injury
      to the other party which may be difficult to ascertain.  Accordingly,
      the parties agree that each party shall have the right, in addition to any
      other
      remedies, to obtain an immediate injunction enjoining any breach by the other
      party.  Notwithstanding anything in this Agreement to the contrary,
      Supplier and Purchaser shall be entitled under this Agreement to all of the
      rights and remedies available to a contracting party under the Uniform
      Commercial Code.

    


    13.3           Assignment.  Neither
      Supplier nor
      Purchaser shall assign this Agreement or the sub purchaser agreement or any
      interest therein, without the prior written consent of the other party to this
      Agreement.

    


    13.4           Governing
      Laws.  This
      Agreement shall be deemed to be made under and shall be governed by the laws
      of
      the State of Nevada without giving effect to any choice of law rule that would
      cause the application of the laws of any jurisdiction other than the internal
      laws of the State of Nevada to the rights and obligations of the
      parties.  Any action or proceeding arising out of or relating to this
      Agreement shall be brought in the state or federal courts situated in Nevada,
      Nevada and each party hereby submits to the jurisdiction and venue of any such
      court in any such action or proceeding.

    


    13.5           Non-Waiver.  Failure
      by either party
      to insist upon strict performance of any of the terms and conditions hereof,
      or
      delay to exercise any rights or remedies provided herein shall not release
      the
      other party from any of the obligations of this Agreement and shall not be
      deemed a waiver of any rights of such other party to insist upon strict
      performance thereof.

    


    13.6           Attorney’s
      Fees.  In
      the event either party brings legal action to enforce any provision herein,
      the
      prevailing party shall be entitled to collect from the losing party reasonable
      attorneys’ fees and costs incurred.

    


    13.7           Entire
      Agreement and Modification.  No agreement or
      understanding in
      any way modifying these terms and conditions, either before or after the
      execution hereof, shall be binding upon either party unless in writing and
      signed by both parties.  

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

     

    This
      Agreement, together with any specifications and documents attached hereto and
      incorporated by reference, constitutes the entire agreement between the parties
      with respect to the subject matter hereof and supersedes and merges all prior
      or
      contemporaneous proposals, discussions, negotiations, understandings, promises,
      representations, conditions, communications and agreements, whether written
      or
      oral, between the parties with respect to such subject matter and all past
      courses of dealings or industry custom.  In the event of any conflict
      between the terms and conditions of this Agreement and those of any quote,
      order
      acknowledgement, purchase order or any similar document, the terms and
      conditions of any Purchaser Order and any other document, the terms and
      conditions of the Purchaser Order shall control.  Except with respect
      to quantity, delivery date and place of delivery, no additional terms or
      conditions in any purchase order or any other document shall be binding upon
      either party unless mutually agreed upon by the parties.

    


    13.8           Severability.  If
      any one or more of the
      provisions contained in this Agreement shall, for any reason, be held to be
      invalid, illegal or unenforceable in any respect, such invalidity, illegality
      or
      unenforceability shall not affect any other provision hereof, and this Agreement
      shall be construed as if such invalid, illegal or unenforceable provision had
      never been contained herein.

    


    13.9           Notice.  Any
      notice, request,
      demand or other communication required or permitted hereunder shall be in
      writing and, unless otherwise set forth herein, shall be sufficiently made
      or
      given when delivered personally, or on the date of mailing if sent via
      registered mail or other traceable delivery, postage prepaid, addressed to
      the
      other party at such party’s address set forth below or as such party shall
      designate by written notice.

    


    If
      to
      Purchaser:                                                                                
If to Supplier:

    


    18700
      MACARTHUR
      BLVD,                                                                  14553
      Delano Street Suit 217    

    Irvine,
      Ca.
      92612                                                                                       
Van Nuys CA 91411

    Phone:
      949-428-3800                                                                                 Phone:
      818 902 3690

     

          
      13.10        
Headings.  The headings
      of the Sections in
      this Agreement are for convenience only and shall not be deemed to affect,
      qualify, simplify, add to or subtract from the contents of the clauses which
      they reference.

    



      *-
        THIS INFORMATION HAS BEEN REDACTED FROM
        THIS AGREEMENT BASED UPON THE COMPANY’S REQUEST FOR CONFIDENTIAL TREATMENT OF
        SUCH INFORMATION. ALL NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES
        AND EXCHANGE COMMISSION


     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their authorized representative.

     

     

    PURCHASER:                                                                                     SUPPLIER:

    
      



        
          	
                  By:

                	
                  
                    /s/Sherry
                      Blackwood     

                  

                	
                  By:

                	
                  /s/Walter
                    Johnson    

                

                                                                                                          



        Name:      Sherry
          Blackwood                                                                                                              
Name:  Walter
          Johnson



        Title:        General
          Manager                                                                                                                
Title:     Sales
          Director


      



        Date:      
          4/16/07                                                                                                                                 
           Date:     4/12/07                                                                                                                                   

      


    
    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      A

    


    PRICES

    


    Bottle
      size – 16.9 oz

     

    Flavor
      Water Bottler – Royal Spring Water Inc.

    Private
      Label – ILUM

    Cap
–
      Flat

    

        Bottles
          per case – *|||||
          with shrink
          warp.



        Price
          per
          Case – *|||
          |||||||||||| FOB
          Golden Hotels warehouse


    

     

    Address
      for the Delivery

    


    


    


    


    


    Flavors
–
      Lemon, Raspberry, Peach

    


    


    


    PAYMENT
      TERMS

    


    Net
      30
      from delivery of each shipment

    


    The
      first
      PO to be issued upon signing of this agreement.

    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


     

    


    


    SCHEDULE
      B

    


    Territory
      For Sale of Products

    


    


    United
      States

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


     

     

    


    


    SCHEDULE
      C

    
 

    


    N/A

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    SCHEDULE
      E

    


    The
      following is a list of Product(s)
      provided by Supplier and purchased by Purchaser that are subject to the terms
      and conditions of the Purchase and Supply Agreement.

    


    


    Products
      - Flavored Artesian Bottle water

    


    Bottle
      Size  - 500ml (16.9oz)

     

    

        Case
          -*|||||
          bottles per
          case.


      



        Annual
          Quantity  - *||||||||||||||
          cases.  Total contract quantity – *||||||||||||||
          cases
          (labeled with ILUM label, each case shrink wrapped with a corrugated
          case)