fsb2a9ex10b_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

    

     

    MASTER
      BROKER AGREEMENT

    


    This
      Agreement (hereinafter referred to as the “Agreement”)  is
      entered  into as  of August
      15, 2007 by and between Royal Spring Water (hereinafter referred to as the
      “Client”), 14553 Delano St., Van Nuys, CA 91411 and Tank LLC, 468 North Camden
      Drive, 2nd
      Floor, Beverly Hills, California (hereinafter referred to as the
“Broker”.

    


    WITNESSETH

    


    WHEREAS,  Client
      is in the business of, among other things, the marketing and sales of Rhythm
      Structured Water and other products; and

    


    WHEREAS,  Client
      is desirous of retaining the services of a Master Broker; and

    


    WHEREAS,
      Broker is desirous of developing, consulting and brokerage services for Client
      for the mutual benefit of both parties;

    


    NOW,
      therefore, in consideration of the above premises, the mutual promises and
      covenants herein contained, and for other goods and valuable consideration,
      the
      sufficiency of which is hereby openly acknowledged and conferred by the parties
      hereto, it is hereby agreed as follows:

     

    
        


      
        	
                1.
                   

              	
                Broker
                  will provide exclusive consulting and brokerage services for Client
                  as
                  follows: Broker will identify and establish a network of highly
                  qualified
                  Sub-Brokers Sub Distributors and target top retailers and buyers
                  for
                  solicitation and placement of Client product by
                  Broker.

              


      

      
        	 	 


      

      
        	
                2.
                   

              	Client
                agrees to pay Broker as follows for the services set forth
                herein;


      

       

                                  
             (A)  A deferred, discounted monthly fee of $*||||||||||||||||||
        payable as follows:

      
                                      
          *||||||||||||||
          on
          execution of this Agreement

                                      
          *||||||||||||||
          on
          September 15, 2007

                                      
          *||||||||||||||
          on
          October 15, 2007

                                      
          *||||||||||||||
          on
          November 15, 2007

                                     
           *||||||||||||||
          on
          December 15, 2007

                                      
          *||||||||||||||
          on
          January 15, 2007 and monthly thereafter until Agreement is terminated per
          conditions contained herein.

      

       

    

    
       

      
        	 	This
                fee will is recoupable by the Client from the Brokers commission
                of Five
                Percent (5%) of  Gross Sales.  Such commission to be
                paid with in 2 business days of Client receiving the
                funds.


      

      
        	 	 


      

      
        	  (B)  	Subject
                to prior approval, all reasonable and customary out-of-pocket
                expenses such as travel, meals, shipping, etc. shall be
                billed NET to Client and paid on receipt of Broker invoice
                and documentation.


      

      
        	 	 

 

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	 	Client
              acknowledges that Broker shall receive reasonable and customary commissions
              from Sub-Brokers and/or Distributors retained by Broker or Client
              as relates to the services as outlined
              herein.


    

    
      	 	 


    

    
      	3.
               	This
              agreement shall be governed by and interpreted in according with the
laws
              of California.


    

    
      	 	 


    

    
      	4.
               	
              All
                notices, offers, acceptances, waivers and other acts under this agreement
                shall
                be in writing, and shall be sufficiently given if delivered to the
                address
                in person,
                or 

              E-Mail,
                or postage pre-paid by certified or registered mail, to the parties
                at their address set forth herein, which shall be effective immediately
                if
                deliveries
                in person or by 

              E-Mail,
                and three days after deposit in the US
                Mail.

            


    

    
      	 	 


    

    
      	
              5.  

            	
              It
                is mutually understood by the parties hereto that the products as
                set
                forth herein produced by the efforts of the Broker, as set forth
                herein,
                shall be under the exclusive control of and solely owned by
                Client.

            


    

    


    
      	
              6.  

            	
              Each
                party agrees to indemnify, defend, and hold harmless the other party
                against any liabilities, damages, losses, and costs (including reasonable
                attorney's fees) incurred by the indemnified party arising from the
                breach
                of any representation, warranty, covenant, obligation or agreement
                set
                forth herein. Each party hereby agrees to promptly notify the indemnifying
                party in writing of any identifiable claim. The indemnified party
                shall
                cooperate in all reasonable respect with the indemnifying party and
                its
                attorneys in the investigation, trial, defense and settlement of
                any such
                claim and any appeal. The indemnifying party hereby agrees and
                acknowledges that the indemnified party may, through its attorneys
                or
                otherwise, at its own cost and expense, participate in any such
                investigation, trial, defense and settlement that is being conducted
                by
                the indemnifying party. No settlement of a claim shall be entered
                into
                without the consent of the indemnified party if the settlement would
                obligate that party, which consent will not be unreasonably
                withheld.

            


    

    


    
      	
              7.  

            	
              This
                agreement contains the entire understanding among the parties and
                supersedes any prior understanding or agreement, oral or
                written.

            


    

    


    
      	
              8.  

            	
              This
                agreement may not be assigned to any third party or parties without
                written agreement of the parties
                hereto.

            


    

    


    
      	
              9.  

            	
              This
                agreement may be terminated for cause by either party for a breach
                of the
                contracts and promise contained herein; however prior thereto, the
                parties
                shall use their best efforts, in good faith, to remedy any such
                breach.  Notice of any breach must first be communicated to the
                particular party to remedy any alleged breach, prior to termination
                of
                this agreement for cause.

            


    

    


    
      	
              10.  

            	
              Either
                party may cancel this agreement without cause with thirty (30) days
                notice
                by certified mail.

            


    

                      


    


    
      
        *-
          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

         

      



    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have executed this agreement on August
      15, 2007.

    


    

        By:
          /s/Ray
          Mayer                                                              
By: /s/ Harel Goldstein

             
          Ray
          Mayer                                                                          
Harel Goldstein
      Tank,
          LLC                                                                            Royal
          Spring Water.