fsb2a7ex10ii_royalsprng.htm


    


    PURCHASE
      AND SUPPLY AGREEMENT

    


    


    This
      Purchase and Supply Agreement (“Agreement”) is entered into as of this 12th day of July,
      2007
      (“Effective Date”) by Golden Hotels L-PSHIP (the “Purchaser”), having its
      principal place of business at 18700 MACARTHUR BLVD, Irvine, CA. 92612 Phone:
      949-833-2770 and Royal
      Spring Water, Inc./ Rivers Edge Sand & Land, LLC  (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 private label Premium Ukrainian Vodka
      product 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 a private label Premium Ukrainian Vodka 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 Premium Ukrainian Vodka (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 & Rivers Edge Sand & Land,
                LLC. 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) year 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
      second year extension.

    


    2.3           Any
      request, whether by Supplier or Purchaser, requesting termination of this
      Agreement after the initial term of one year, 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 premium Ukrainian Vodka.  Each case will have ||||||||||||*
      (750ml) 80 proof bottles with the Ilum Label.  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 card board boxes, 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 Suppliers
      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 suppliers
      warehouse.

    


    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.  Purchaser will be responsible for the applicable California
      State taxes for each case.

    


    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 delivered to 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

    
       

             
        10.10          Compliance
        with Law Generally.  Purchaser represents,
        warrants,
        and covenants that purchaser is in compliance with all laws applicable to
        its
        Product(s), its - 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 Suite 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.

    


    


    


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


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

    


    PURCHASER:                                                                                     SUPPLIER:

    


    
      	
              By:

            	
              ______________________

            	
              By:

            	
              __________________

            


    

    ______________________                                                                                                            
      __________________

    Name:     ______________________                                                                                             Name:     __________________

    Title:       ______________________                                                                                             Title:       __________________

    


    Date:      ______________________                                                                                               Date:     __________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      A

    


    PRICES

    


    Bottle
      size – 750ml, 80 Proof

     

    Vodka-Premium
      Ukrainian Vodka

    Private
      Label – ILUM

    Bottle
      -
      Glass

    Bottles
      per case – ||||||||||||bottle
      case.

    Price
      per
      Case – ||||||||||||includes
      federal tax excludes CA state tax

    FOB
      bottling Plant:

    


    


    


    


    


    


    


    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

    


    


    Golden
      Hotels L-PSHIP  in the United States

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    


     

    


    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
      - Premium Ukrainian Vodka

    


    Bottle
      Size  - 750ml  80 Proof

    


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

    


    Annual
      Quantity –  ||||||||||||Total
      contract quantity – ||||||||||||cases
      (labeled with ILUM label)