ASSET PURCHASE AGREEMENT

Exhibit 10.7

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made on February

28, 2005, between Independence Water Group, LLC, a Virginia Limited

Liability Company with offices at 3122 Elk Creek Parkway, Independence,

Virginia 24348 ("Seller"), and Universal Food & Beverage Company of

Virginia, a Virginia Corporation ("Buyer").

BACKGROUND

A. On November 9, 2001 by Order in the United States Bankruptcy Court

for the Western District of Virginia, Roanoke Division (Abingdon), Seller

purchased certain assets of the Grayson Mountain Water Company, Inc.

(Debtor) from Robert E. Wick, Jr., Trustee by way of Deeds to Seller for

the Real Estate and Personal Property dated January 2, 2002.

B. As of September 1, 2004 Universal Food & Beverage Company, a

Delaware Corporation ("Universal"), of which Buyer is a wholly owned

subsidiary, entered into a Management Agreement with Seller (the

"Management Agreement") to manage the water bottling plant and equipment,

buildings, water aquifer rights and real estate (collectively the

"Business"). The Management Agreement provides for Buyer and Seller

entering into an Asset Purchase Agreement for the purchase of the Business

including approximately 620 acres of forest land, water aquifer rights,

16,000 sq. ft. bottling facility and distribution space, including a

residence in Independence, Virginia, with all associated equipment,

materials, supplies, trademarks and goodwill (collectively the "Purchased

Assets").

C. On September 27, 2004 Cardinal Minerals, Inc., a Nevada corporation

("Cardinal"), entered into a Share Purchase Agreement and Plan of

Reorganization (the "Reorganization Agreement") with Universal, for the

exchange of all the outstanding shares of Universal for shares of common

stock of Cardinal (the "Share Exchange"). Upon consummation of the Share

Exchange, Universal will become a wholly owned subsidiary of Cardinal and

the shareholders of Universal will become shareholders of Cardinal which

will be renamed "Universal Food & Beverage Company".

AGREEMENTS

NOW, THEREFORE, in consideration of the Background and the terms and

conditions set forth in this Agreement, the Seller and Buyer agree as

follows:

1. Assets Purchased. At the Closing, Seller shall sell, assign, convey,

transfer, set over, and deliver to Buyer all of the assets, rights, and

interests of every conceivable kind or character whatsoever, whether tangible or

intangible, that on the Closing Date are owned by Seller or in which Seller has

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an interest of any kind except for Excluded Assets listed under Section 2. These

include, without limitation, the following Purchased Assets:

a. All furniture, fixtures and equipment, fixed assets and all

other items of tangible personal property, in each case wherever

located and whether or not capitalized on Seller's books, including but

not limited to, the property set forth on Schedule 1A attached hereto

(the "Personal Property").

b. All good and saleable inventory of any kind, character,

nature or description, wherever located including all finished goods,

work-in-process, supplies, raw materials, parts, scraps, containers and

packaging materials and including any consigned inventory (the

"Inventory").

c. All accounts, chattel paper, documents, and instruments,

including all accrued interest receivable and also any security Seller

holds for the payment thereof generated by the Business (the

"Receivables") and all of Seller's general intangibles in connection

with the Business and, to the extent not otherwise constituting general

intangibles, any interest of Seller in any and all claims by Seller

against any other person in connection with the Business, whether now

accrued or later to accrue, contingent or otherwise, known or unknown,

including, but not limited to, all rights under express or implied

warranties from suppliers in connection with the Business (except as

they may pertain to Seller's liabilities other than Assumed

Liabilities), claims for collection or indemnity, claims in bankruptcy,

and chooses in action.

d. All Seller's right, title, benefit, and interest in and to

inventions, discoveries, improvements, designs, trade secrets, trade

names, trademarks, process sheets, specifications, bills of material,

formulae and secret and confidential processes, know-how and

technology, used in the Business (the "Intellectual Property") as

listed on Schedule 11.AA.

e. Four (4) tracts or parcels of improved land containing 621

acres more or less located at 3122 Elk Creek Parkway, Independence,

Virginia, legally described on Schedule 1E attached hereto (the "Real

Estate");

f. The full benefit of:

i. Any and all purchase orders placed with and

accepted by Seller on or before the Closing Date in connection

with the Business that have not been completely performed or

filled before the Closing Date, covering the purchase from

Seller of products to be supplied by Seller in the Business,

or covering the rendition by Seller of service on products

supplied by Seller in the Business and including all deposits,

progress payments, and credits of the Business, as set forth

on Schedule 1.F.1;

ii. The purchase orders listed on Schedule 1.F.2

placed by Seller prior to the Closing Date in connection with

the Business that have not been completely performed before

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the Closing Date, covering Seller's purchase of inventory,

supplies, or materials in the ordinary course of business; and

iii. The leases of personal property and other

agreements listed in Schedule 1.F.3.

(All the items listed in this Section 1.F are the" Contracts and

Commitments").

g. All records and lists of the Business that pertain directly

or indirectly, in whole or in part, to any one or more of the

following: the Seller's Business customers, suppliers, advertising,

promotional material, sales, services, delivery, internal organization,

employees, and operations.

h. All security deposits, prepaid expenses, and similar items

reflected in the latest of the Financial Statements of Seller referred

to in Section 11.G, in connection with the Business, in the amount

accrued as of the Closing Date.

i. All transferable local, state, and federal franchises,

licenses, bonds, permits, and similar items pertaining to the Business

and/or the Purchased Assets, as listed on Schedule 1I attached hereto

(the "Permits").

j. The Business conducted by Seller as a going concern,

including any and all goodwill, telephone and FAX numbers, yellow-page

advertisements and P.O. Box if any.

k. To the extent not otherwise specifically included in this

Section or excluded under Section 2, all assets, rights, claims,

contracts, agreements, causes of action and properties as of the

Closing Date, of every kind, character, nature and description, whether

tangible or intangible, choate or inchoate, known or unknown,

contingent or fixed and wherever located.

Seller shall update all Schedules described in this Section 1, where

appropriate, as of the Closing Date.

2. Excluded Assets. Buyer is not purchasing any Excluded Assets from

Seller. "Excluded Assets" means:

a. All of Seller's books of account (although copies of such

books and records relating to the Business shall, on reasonable request

made by representatives of Buyer, be provided to Buyer);

b. Claims for refunds of federal and state income taxes, tax

credits of any kind;

c. Cash or cash equivalents.

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3A. Liabilities Assumed. Seller agrees that Buyer assumes no

liabilities of Seller, and Buyer shall not assume any such liability, whether

accrued, absolute, contingent, known, unknown, or otherwise, except for

a. Those liabilities specifically identified as of the Closing

Date on the Closing Date Balance Sheet consisting of all Trade Payables

(in an amount not to exceed $40,000 as set forth on the Financial

Statements included as Schedule 11.G), as may be adjusted, all as

pursuant to Section 4.C, consistent with the accounting done on the

Financial Statements including as Schedule 11.G, incurred in the normal

course of business;

b. Those liabilities related to executory obligations of

Seller's continued performance arising in the ordinary course of

business under any of the Contracts and Commitments of Seller that

become performable or payable on or after the Closing Date.

(All of the items listed in this Section 3.A are "Assumed Liabilities.")

3B. Excluded Liabilities. Notwithstanding the provisions of Section 3A

the Buyer will not assume or become responsible for, and will not be deemed to

have assumed or have become responsible for, any other obligation or liability

of the Seller, whatsoever other than as specifically set forth in Section 3A

(with all such unassumed liabilities and obligations referred to herein

collectively as "Excluded Liabilities"). Without limiting the generality of the

foregoing, the Buyer will not assume or become responsible for and will not be

deemed to have assumed or to have become responsible for:

a. any liability or obligation arising prior to, on or after

the Closing Date in connection with any Excluded Asset;

b. any debt to any bank including but not limited to the

Grayson National Bank;

c. any liability or obligation of the Seller, any of its

Affiliates or any of their respective predecessors under any

Environmental Laws arising out of or in any way related to any event,

transaction, condition, practice, release or occurrence on or prior to

the Closing Date, including but not limited to any liability or

obligation resulting from any violation of Environmental Laws;

d. any liability or obligation (whether assessed or

unassessed) of the Seller or any of its affiliates with respect to any

Taxes, including any Taxes arising by reason of the transaction

contemplated by this Agreement or the Related Agreement, as of or for

any period prior to, on or after the Closing Date, except for property

taxes specifically included on the Financial Statement included as

Exhibit 11.G;

e. any liability or obligation of the Seller to any current or

former employee with respect to worker's compensation claims made after

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the Closing Date by current or former employees of Seller with respect

to conditions or occurrences commencing on or prior to the Closing

Date; or

f. any liability or obligation of the Seller with respect to

any civil or criminal litigation, proceeding, investigation or claim

relating to or involving allegations of criminal conduct, civil fraud

or intentional misconduct.

g. product warranty liabilities, including product defects,

for products produced by Seller on or prior to the execution of the

Management Agreement.

4. Purchase Price for Purchased Assets.

a. Purchase Price. The purchase price to be paid by Buyer to

Seller for the Purchased Assets at the Closing (the "Purchase Price")

shall be equal to:

(i) $200,000; and

(ii) 2,000,000 Units consisting of one share of

Common Stock ($0.001) per value per share of Universal (the

"Common Stock") and one Warrant to purchase one share of

common stock of Universal (the "Warrants"). The Warrants will

allow Seller to purchase one (1) share of the Common Stock at

an exercise price of $1.00 per share for three (3) years

following its issuance. The Units shall consist of the Common

Stock and the Warrants (the "Units").

The Purchase Price shall be paid by Buyer in full at

the Closing. Buyer shall deliver to Seller the amount

determined under this Section by cashier's check or wire

transfer at Closing. Buyer shall cause to be delivered at

Closing a share certificate for 2,000,000 shares of Common

Stock of Universal in the name of Seller which share

certificate will contain restrictions on transferability.

Buyer shall also cause to be delivered at Closing the Warrants

for the purchase of 2,000,000 shares of Common Stock of

Universal.

If the Closing occurs after the Share Exchange, Buyer

shall have the right to deliver and Seller shall accept the

same number of Cardinal shares of common stock and warrants as

Seller would have received as consideration of Common Stock

and Warrants pursuant to the terms of this Agreement. In the

event Seller receives such Cardinal shares of common stock and

warrants, they shall be subject to the same restrictions on

transferability as applied to the Common Stock and Warrants.

b. Allocation of Purchase Price. The Purchase Price shall be

allocated among the Purchased Assets in accordance with attached

Schedule 4.b. Buyer and Seller agree to file all tax returns and

reports in a manner consistent with the allocations in this Section.

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5. Related Agreement; Real Estate Purchase Agreement. The real estate

parcels located at Elk Creek Parkway, Independence, Virginia shall be purchased

by Buyer pursuant to an agreement in the form attached hereto as Exhibit A (the

"Related Agreement").

6. Delivery Free of Encumbrances. Seller shall deliver good title to

the Purchased Assets free and clear of all mortgages, liens, claims, demands,

charges, options, equity interests, leases, tenancies, easements, pledges,

security interests, and other encumbrances ("Encumbrances"), except for any

Assumed Liabilities that results in any Encumbrance.

7. Preclosing Actions. Before the Closing:

a. Conduct of Business. Buyer (under the ongoing Management

Agreement) shall carry on and conduct the Business only in the ordinary

course consistent with past practices, without any change in the

policies, practices, and methods that Buyer pursued before the date of

this Agreement. Buyer and Seller will use their best efforts to

preserve the Business organization intact; to preserve the

relationships with customers, suppliers, and others having business

dealings with it; and to preserve the services of the workers, agents,

and representatives. Without limitation of the foregoing, Seller shall

not undertake any action with respect to the Purchased Assets without

the prior written consent of Buyer.

b. Buyer's Access, Due Diligence Review. From the date of this

Agreement through the Closing, Seller shall permit Buyer and its

representatives to make a full business, financial, accounting, and

legal audit of Seller, the Business, the Purchased Assets and the

Assumed Liabilities. Seller shall take all reasonable steps necessary

to cooperate with Buyer in undertaking this audit.

c. Accuracy of Representations and Warranties and Satisfaction

of Conditions. Seller will immediately advise Buyer in writing if (i)

any of Seller's representations or warranties are untrue or incorrect

in any material respect or (ii) if Seller becomes aware of the

occurrence of any event or of any state of facts that results in any of

the representations and warranties of Seller being untrue or incorrect

as if Seller were then making them. Seller will not take any action, or

omit to take any action, that would cause any of Seller's

representations and warranties set forth in this Agreement to be untrue

or incorrect as of the Closing Date. Seller will use its best efforts

to cause all conditions within their control that are set forth in

Section 8 to be satisfied as promptly as practicable under the

circumstances.

8. Conditions Precedent to Buyer's Obligations. Buyer's obligation to

consummate the transactions contemplated by this Agreement is subject to the

fulfillment (or waiver by Buyer) before or at the Closing of each of the

following conditions:

a. Accuracy of Representations and Warranties. The

representations and warranties of Seller contained in this Agreement

and the Related Agreement shall be true and correct at and as of the

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Closing Date as though such representations and warranties were made on

that date.

b. Performance of Covenants. The Seller shall have in all

respects performed and complied with all covenants, agreements, and

conditions that this Agreement and all related documents require to be

performed or complied with before or on the Closing Date, specifically

including the Related Agreement referred to in Section 5.

c. Results of Due Diligence Review. Buyer shall be satisfied,

in its sole and absolute discretion, with the results of its due

diligence review of the Seller, the Business, the Purchased Assets and

the Assumed liabilities conducted as contemplated in Section 7b, above.

d. Permits. Buyer shall have received all permits that in

Buyer's opinion are necessary to operate the Business after the

Closing.

e. No Casualty. Prior to the Closing Date, Seller shall not

have incurred, or be threatened with, a material liability or casualty

that would materially impair the value of the Purchased Assets.

f. Opinion of Counsel. Buyer shall have received the favorable

opinion of Seller's counsel dated the Closing Date and in form and

substance satisfactory to Buyer's counsel. The opinion shall be in

substantially the form attached as Schedule 8. F.

g. Instruments of Transfer, etc. Seller and Buyer shall

prepare and deliver to Buyer, in form and substance satisfactory to

Buyer, all bills of sale, general instruments of transfer, conveyances,

assurances, transfers, assignments, approvals, consents, and any other

instruments and documents containing the usual and customary covenants

and warranties of title and that shall be convenient, necessary, or

required to effectively transfer the Purchased Assets to Buyer with

good title, free and clear of all Encumbrances.

h. Certificates Regarding Conditions Precedent. Seller Parties

shall have delivered to Buyer certificates of the Seller, in form and

substance satisfactory to Buyer, certifying that as of the Closing Date

all of the conditions set forth in this Section, except those totally

within the Buyer's control, have been satisfied.

i. No Litigation. No action, suit, proceeding, or

investigation shall have been instituted before any court or

governmental body, or instituted by any governmental agency, (i) to

restrain or prevent the carrying out of the transactions contemplated

by this Agreement, or (ii) that might affect Buyer's right to own,

operate, and control the Purchased Assets after the Closing Date.

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j. Lien Search. Buyer shall have received UCC lien searches on

the Purchased Assets in form and content satisfactory to Buyer, and all

matters arising from such searches shall have been resolved or

addressed in a manner satisfactory to Buyer.

k. Consents. Seller shall have obtained, in writing, all

consents necessary or desirable to consummate or to facilitate

consummation of this Agreement and any related transactions. The

consents shall be delivered to Buyer before Closing and shall be

reasonably acceptable to Buyer in form and substance.

l. Environmental Investigation. Buyer shall have received, at

its cost and expense, Phase I Environmental Site Assessment prepared by

an independent, competent, and qualified environmental consultant, that

in its scope, form, and substance is satisfactory to Buyer on all real

estate being either purchased or leased under the terms of this

Agreement or any Related Agreements. Buyer shall also receive, at its

cost and expense, any updates it deems necessary or appropriate. Buyer

shall be satisfied, in its sole and absolute discretion, that there

will not be at and after the Closing any basis for the imposition on

Buyer of any liability under any Environmental Laws (as defined in

Section 11.T.1).

m. Conditional Tax Clearance. Seller shall have provided to

Buyer a certificate of conditional tax clearance from the Revenue

Commissioner of the Commonwealth of Virginia showing that Seller has

filed all tax returns and reports required to be filed before Closing

and that it has paid all taxes due.

n. Real Estate Appraisal and Well Survey. Buyer shall have

received, at its cost and expense, a study relating to the continued

suitability of the water resources and real estate value. Buyer shall

be satisfied, in its sole and absolute discretion, that there are no

issues relating to the continued use and availability of water

resources on the real estate and the value of the real estate as an

asset of the Business.

o. Board Approval. The Board of Directors of the Buyer shall

have taken the necessary Board action approving this transaction. The

Members of Seller have taken all necessary action approving this

transaction.

p. Other Documents and Instruments. Buyer shall have received

such other documents and instruments as it has reasonably requested, in

form and substance satisfactory to Buyer.

q. Approvals by Buyer's Counsel. Buyer's counsel shall

reasonably approve all legal matters and the form and substance of all

documents that Buyer or Seller are to deliver at the Closing.

r. Buyer's Financing. Buyer shall have obtained satisfactory

financing, as determined in Buyer's sole and absolute discretion.

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9. Conditions Precedent to Seller's Obligations. Seller's obligations

to consummate the transactions contemplated by this Agreement are subject to the

fulfillment of each of the following conditions before or at the Closing Date:

a. Accuracy of Representations and Warranties. Buyer's

representations and warranties contained in this Agreement and the

related Agreement shall be true and correct at and as of the Closing

Date as though such representations and warranties were made at the

Closing.

b. Performance of Covenants. Prior to and at the Closing Date,

Buyer shall have in all respects performed and complied with its

obligations under all the covenants, agreements, and conditions that

this Agreement and the Related Agreement require.

c. Board Approval. The Board of Directors of the Buyer shall

have taken the necessary action approving this transaction. The Members

of Seller have taken all necessary action approving this transaction.

d. Consents. Seller shall have obtained, in writing, all

consents necessary or desirable to consummate or to facilitate

consummation of the Agreement and any related transactions.

e. Opinion of Counsel. Seller shall have received the

favorable opinion of Buyer's counsel dated the Closing Date and in form

and substance satisfactory to Seller's counsel. The opinion shall be in

substantially the form attached as Schedule 9.F.

f. Approvals by Seller's Counsel. Seller's counsel shall

reasonably approve all legal matters and the form and substance of all

documents that Buyer or Seller are to deliver at the Closing.

10. Closing Matters.

a. Closing. The closing of the transactions contemplated in

this Agreement (the "Closing") shall take place at the offices of

Chicago Title Insurance Company, Washington, D.C., at 10:00 a.m. on

March 1, 2005 or at such other place and/or on such other date as the

parties may agree upon (the "Closing Date").

b. Updated Schedules. At the Closing, certain Schedules will

need to be up-dated to the day of Closing.

c. Certain Closing Expenses; Prorations. Buyer shall be liable

for and shall pay all federal, state, and local sales, use, excise, and

documentary stamp taxes and all other taxes, duties, or other like

charges properly payable on and in connection with Seller's conveyance

and transfer of the Purchased Assets to Buyer.

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d. Deliveries at the Closing. At the Closing, (i) Seller shall

deliver the various bills of sale, all other assignments and

instruments of transfer and Certificates, documents or items referred

to in this Agreement, including Section 8, and (ii) Buyer shall deliver

the various Certificates, documents or items, and the payments referred

to in this Agreement, including Section 4.a. and Section 9.

e. Further Assurances. Seller shall cooperate with and assist

Buyer with the transfer of the Purchased Assets under this Agreement

and take all other reasonable actions to assure that the Business is

smoothly transferred to Buyer. From time to time after the Closing

Date, Seller shall, at the request of Buyer, execute and deliver such

additional conveyances, transfers, documents, instruments, assignments,

applications, certifications, papers, and other assurances that Buyer

requests as necessary, appropriate, convenient, useful or desirable to

effectively carry out the intent of this Agreement and to transfer the

Purchased Assets to Buyer.

11. Seller Representations and Warranties. As of the date of this

Agreement and as of the Closing, the Seller represents and warrants to Buyer,

and acknowledges and confirms, that Buyer is relying on these representations

and warranties in entering into this Agreement.

a. Organization and Standing. Seller is a limited liability

company duly organized, validly existing, and in good standing under

the laws of the Commonwealth of Virginia, and Seller has all requisite

power and authority (corporate and otherwise) to own its properties and

conduct its business as it is now being conducted. The nature of the

business and the character of the properties Seller owns or leases do

not make the licensing or qualification of Seller as a foreign

corporation necessary under the laws of any other jurisdiction except

as may be listed on Schedule 11.A. Seller has not used or assumed any

other name in connection with the conduct of the Business during the

last two years, except as provided in Schedule 11.A.

b. Authorization. Seller has all requisite power and otherwise

requisite legal capacity (i) to execute, deliver, and perform this

Agreement and the Related Agreement to which each is a party and (ii)

to consummate the transactions contemplated under this Agreement and

the Related Agreement. Seller has taken, or will have taken at the time

of the Closing, all necessary corporate action (including the approval

of its board of directors and members) to approve the execution,

delivery, and performance of this Agreement and the Related Agreement

to be executed and delivered by it and the consummation of the

transactions contemplated in this Agreement. This Agreement is, and the

Related Agreement when executed and delivered by the parties to them,

will be legal, valid, and binding obligations the Seller, enforceable

against it in accordance with the Agreement and Related Agreement

respective terms, except as such enforcement may be limited by

bankruptcy, insolvency, moratorium, or similar laws relating to the

enforcement of creditors' rights and by general principles of equity

(regardless of whether such enforceability is considered in a

proceeding at law or in equity).

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c. Existing Agreements and Governmental Approvals.

i. Except as provided in Schedule 11.C, the

execution, delivery, and performance of this Agreement and the

Related Agreement and the consummation of the transactions

contemplated by them:

1. Do not and will not violate any

provisions of law applicable to any of Seller, the

Business, or the Purchased Assets;

2. As of the Closing, does not and will not

conflict with, result in the breach or termination of

any provision of, or constitute a default under (in

each case whether with or without the giving of

notice or the lapse of time or both) Seller's

Articles of Association or Operating Agreement, or

any indenture, mortgage, lease, deed of trust, or

other instrument, contract, or agreement or any

order, judgment, arbitration award, or decree to

which Seller is a party or by which it is bound

(including, without limitation, the Purchased

Assets); and

3. Do not and will not result in the

creation of any Encumbrance on any of Seller's

properties, assets, or Business (including, without

limitation, the Purchased Assets).

ii. No approval, authority, or consent of, or filing

by Seller with, or notification to, any federal, state, or

local court, authority, or governmental or regulatory body or

agency or any other corporation, partnership, individu