CONSIGNMENT AGREEMENT

Wednesday June 16,2004

TO WHOM IT MAY CONCERN:

KNOW ALL MEN BY THIS PRESENT that this consignment agreement entered into by NICOLAS CAPISTRANO, referred herein as the DISTRIBUTOR, single, and of legal age, a representative of Philippine Spring Water Resources, Inc., with offices at 1869 P.Domingo St., Makati City with telephone numbers 0(917)-3692604 and 890-3728 and Bldng.6 Business Center, Gate 2,Vista Verde Village Felix Ave., Cainta,Rizal with telephone number 681-9203, and by GEORGE C.PALAGANAS, referred herein as the CONSIGNEE, an electrical engineer, single,and residing at #846 Aurora Boulevard corner C. Benitez St., 1109 Kaunlaran, Cubao, Quezon City, with cellular phone number 0920-3870928, is voluntary for both parties and this written agreement is signed by both to manifest their desire to enter into such an agreement. This consignment agreement is composed of the following stipulations to wit;

THAT the beginning of the day is defined as between 6:00 A.M. to 12:00 noon and the end of the day is defined as between 12:00 noon to 6:00 P.M.

THAT this consignment agreement starts at the beginning of the day of June 16,2004, Wednesday, and ends at the end of the day of July 15, 2004 or for a period of thirty(30) days, after which this agreement is duly terminated hence freeing both parties, the DISTRIBUTOR and CONSIGNEE, from any liability from it whatsoever provided no stipulation on it was violated.

THAT the DISTRIBUTOR, NICOLAS CAPISTRANO, is a sales agent and distributor of the goods, referred herein as CONSIGNED GOODS, specifically bottled drinking water with the brand name NATURE’S SPRING, on consignment basis.

THAT the consignment basis herein referred to means the CONSIGNED GOODS will be delivered to the CONSIGNEE at the beginning of the day of June 16,2004, Wednesday.The CONSIGNEE then will sell the CONSIGNED GOODS at the place of consignment. All payments for the delivery price of each consigned good will be turned-over to the DISTRIBUTOR before or at the end of this consignment agreement,that is at the end of the day of July 15, 2004.

THAT the turning-over of all payments and unsold goods by the CONSIGNEE to the DISTRIBUTOR at the end of the day of July 15, 2004 frees the CONSIGNEE from all obligations from this agreement, hence referred here as the CLOSING of the CONSIGNMENT AGREEMENT.

THAT the total amount of the CONSIGNED GOODS should not exceed nine hundred pesos(Php 900.00).

THAT the CONSIGNED GOODS be delivered in perfect quality, fresh and free from any defects and has passed sanitary standards set by the Department of Health and by the Bureau of Foods and Drug Administration at the beginning of the day of

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June 16,2004, Wednesday, at MZ Billiard Amusement 9, to be referred herein as the place of consignment, located at #846 Aurora Blvd. Corner C.Benitez St., Barangay Kaunlaran, Cubao, Quezon City owned by Maricel Zamora, married,of legal age and residing at Luzon Ave., Quezon City.

THAT the place of consignment is also the place where the consigned goods will be sold at a price considered reasonable by the CONSIGNEE but higher than the delivery price determined by the DISTRIBUTOR.

THAT in case of change of place of consignment, the CONSIGNEE will notify the DISTRIBUTOR by telephone or/and in writing about the changes.

THAT the delivery price of each consigned good is Five Pesos and twenty five centavos(Php 5.25) per bottle for a 330 ml. bottle and Eight Pesos and sixty seven centavos(Php 8.67) per bottle for a 550 ml. bottle. And this is the price for the consigned goods to be collected by the DISTRIBUTOR at the CLOSING of the consignment agreement. The delivery of the consigned goods at the place of consignment does not signify the consigned goods are sold as delivered. But the unsold goods can be returned to the DISTRIBUTOR at the CLOSING of this consignment agreement in good form, untampered, and in perfect condition without any charges for the returned goods. Loss of consigned goods are the responsibility of the CONSIGNEE hence they are good as sold and the delivery price will be paid by the CONSIGNEE.

THAT in case the CLOSING of the consignment agreement is done after the consignment agreement has been terminated, there should be a written communication between the two parties, DISTRIBUTOR and CONSIGNEE, stating the reason why the closing of consignment agreement happened only after the agreement was terminated and the CLOSING should not exceed fifteen days after the agreement has expired.

THAT similar consignment agreements in the past were properly CLOSED and the CLOSING of the consignment agreement clause properly observed and attended to by both parties.

THAT no stipulation of this written agreement can be violated by any party, CONSIGNEE or DISTRIBUTOR, without rendering it invalid and any violation thereto will constitute BREACH. Hence, the AGGRIEVED party, by rule of court, should and must be compensated but the compensation should not exceed the total amount of the delivery price of the CONSIGNED GOODS or should not exceed nine hundred pesos (Php900.00).

IN WITNESS WHEREOF, this written agreement is signed and properly witnessed this 16^th of June, 2004, Wednesday at Cubao, Quezon City duly notarized and the signatures of the DISTRIBUTOR, CONSIGNEE and witnesses, including a documentary(BIR) stamp properly affixed and cancelled on the document.

SIGNED:

________________________ _________________________

NICOLAS CAPISTRANO GEORGE C. PALAGANAS

DISTRIBUTOR CONSIGNEE

________________________ _________________________

First Witness Second Witness

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Related Consignments:

Consignment 1

Consignment 3