TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING CONTRIBUTION AGREEMENT OF A BUSINESS ENTERPRISE AND VARIOUS ASSETS

EXHIBIT 10.1

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING

BETWEEN THE UNDERSIGNED:

ICE ROCKS,

a joint-stock company with a board of directors and a declared capital of 40,000 euros,

with its registered office at 5, rue de Tilsitt 75008 PARIS,

registered with the Registre du Commerce et des Sociétés de Paris under No B 434 300 885,

represented by Mr. LACAN, sole managing director, duly qualified for this purpose,

hereinafter referred to as “ICE ROCKS”,

AND

ICE ROCKS PARTICIPATIONS ,

a limited liability company with a declared capital of 7,700.00 euros,

registered with the Registre du Commerce et des Sociétés de Paris under No B 433 913 894,

with its registered office at 5, rue de Tilsitt 75008 PARIS,

represented by Mr. Thierry LACAN, as manager, duly qualified for this purpose,

hereinafter referred to as “ICE ROCKS PARTICIPATIONS”,

AND

COLBERT FONCIER ,

a limited liability company with a declared capital of 7,622.45 euros,

registered with the Registre du Commerce et des Sociétés de Paris under No B 397 796 822,

with its registered office at 5, rue de Tilsitt 75008 PARIS,

represented by Mr. Bruno LEDOUX, as manager, duly qualified for this purpose,

hereinafter referred to as “COLBERT FONCIER”,

AND

Mr. Thierry LACAN , head of a business, born on April 7, 1963 in Paris, 17 ^th  arrondissement, of French nationality, married under the regime of the separation of property by contract dated April 6, 1993, residing at 31, rue de la Ferme, Neuilly-sur-Seine, 92200

AND

Mr. Bruno LEDOUX , head of a business, born on October 1, 1964 in Paris, 15 ^th  arrondissement, of French nationality, married under the regime of the separation of property by contract dated September 22, 1989, residing at 5, rue de Tilsitt 75008 Paris

All of the above hereinafter collectively referred to as the “Contributors” and each of them individually as a “Contributor”,

AND

WATER BANK OF AMERICA INC.,

a corporation incorporated under Canadian law pursuant to the Canada Business Corporations Act , with its registered office at 100, avenue des Sommets, Suite 1603, Verdun, Quebec, Canada  H3E 1Z8,

with the registration No 1160910676,

represented by Mr. Michel P. PELLETIER, duly authorized for the purposes hereof,

hereinafter referred to as the “Beneficiary Corporation”,

The Contributors and the Beneficiary Corporation shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.

IT HAS BEEN PREVIOUSLY STATED THAT:

1/ ICE ROCKS has developed a business consisting of the processing of spring water destined for the production of ice cubes (hereinafter referred to as the “Commercial Activity”).

Moreover, it has acquired certain assets of a corporation incorporated pursuant to British law, SCOTCH ROCKS, in 2000.

2/ A patent regarding a sealed container filled with a liquid destined for the manufacture of ice cubes including an ejection procedure for the ice cubes, has been filed by COLBERT FONCIER in France. Said patent mentions MM. LACAN and LEDOUX as inventors.

Subject to the priority of this patent, MM. Thierry LACAN and Bruno LEDOUX filed a patent application under Euro-PCT for several States.

3/ ICE ROCKS PARTICIPATION and COLBERT FONCIER also acquired or filed trademarks in various States.

4/ ICE ROCKS, ICE ROCKS PARTICIPATION and Mr. Thierry LACAN finally reserved a variety of domain names.

The Contributors have established that the Business requires considerable financial, human and material investments that they cannot nor wish to provide.

The Beneficiary Corporation is a Canadian corporation whose business consists mainly in acquiring springs, and merchandizing and distributing water. It has shown some interest for the Business in view of a future listing of its stock (directly or indirectly) for trading on the regulated markets in Toronto and Montreal.

Insofar as the Contributors are concerned, they state that this listing project corresponds with the prospects that they entertained with respect to the development of the concept.

The Parties have therefor come together to contribute and bring the Business Enterprise of ICE ROCKS as well as the patents, trademarks and domain names to the Beneficiary Corporation.

The Beneficiary Corporation carried out an audit of the patents, trademarks and domain names of the Contributors to verify, in particular, the Contributors’ ownership rights to the intellectual property and the legal validity of such rights.

As a result of this audit, it has been demonstrated that several assets required for the development of the Business do not belong to ICE ROCKS. The Parties have thus agreed to carry out the necessary contributions regarding their combination in the hands of the Beneficiary Corporation.

These contributions, hereinafter referenced, are indissociable.

IT HAS THEREFORE BEEN AGREED AS FOLLOWS :

Table of Contents

Schedule 1:   Contributed Domain Names with respect to the Business Enterprise contribution by ICE ROCKS

Schedule 2:   Inventory of Stocks

Schedule 3:   List of Creditors

Schedule 4:   Copy of the French Patent No 00 11090 COLBERT FONCIER

Schedule 5:   Copy of the Euro-PCT Patent Application No WO 02/18856

Schedule 6:   Copy of the European Patent No EP 01 065-369.0

Schedule 7:   Copy of the Canadian Patent Title No CA 2422 957

Schedule 8:   Copy of the U.S. Patent Application Title No US 2004/0026599

Schedule 9:   Copy of the Japanese Patent Title No JP 2002-523537

Schedule 10:   Copy of the Korean Patent Title No KR 10-2003-7003145

Schedule 11:   Copy of the Chinese Patent Title No CN 01817435.3

Schedule 12:   Copy of the Mexican Patent Title No MX 2003 00 1897

Schedule 13:   Copy of the Brazilian Patent Title No BR 0113689.5

Schedule 14:   Copy of the Turkish Patent Title (Normally Lapsed) No TR 2003-00493

Schedule 15:   Copy of the Moroccan Patent Title No MC 27080

Schedule 16:   Copy of the Israeli Patent Title No IS 33049

Schedule 17:   Descriptions of Trademarks 1

Schedule 18:   Copies of Trademarks 1

Schedule 19:   Descriptions of Trademarks 2

Schedule 20:   Copies of Trademarks 2

Schedule 21:   Copy of the Registration of the “icerocks.net” Domain Name with the Registrar

Schedule 22:   Copy of the Registration of the “icerocks.org” Domain Name with the Registrar

Schedule 23:   Distribution of the Shares of WATER BANK OF AMERICA Amongst its Associates, Before and After the Completion of the Capital Increase

Section 1 - Designation of the Business Enterprise

ICE ROCKS hereby contributes, with the usual and legal warranties, in addition to the various representations and warranties set forth hereinafter, to the Beneficiary Corporation which accepts it, the Business Enterprise consisting of the processing of foodstuffs, in particular water destined for the manufacture of ice cubes, operating under the name “ICE ROCKS”, located at 5, rue de Tilsitt 75008 PARIS, which it owns and for which it is registered at the Registre du Commerce and des Sociétés de Paris under No RCS B 434 300 885, to the exclusion of any other Business Enterprise exploited by the Contributor.

The above-mentioned Business Enterprise includes:

A - Intangible Assets

The Business Enterprise is presently operated by the Contributor who is domiciled in the premises that it has at its disposal at 5, rue de Tilsitt 75008 Paris.

It is hereby specified that the present contribution does not include any right to the lease.

It is however understood amongst the Parties that the Beneficiary Corporation will be able to use the above-mentioned premises to carry out ongoing business regarding the operation of the Business Enterprise, during a period of 30 days at most from the date of completion of the contribution. This precarious occupancy will be free of charge.

B -Tangible Assets

Equipment and servitudes:

As well as any accessories, parts and improvements thereto.

The Business Enterprise is comprised exclusively of the tangible and intangible assets defined hereinabove.

The Contributor represents and warrants as follows:

Accordingly, the Beneficiary Corporation exempts the Contributor from any physical inventory and declares having accepted the tangible assets as is, without any recourse against the Contributor.

Section 2 - Origin of Ownership

The Vendor declares being the owner of the Business Enterprise having created it on January 12, 2001 and which business is being operated in a stable, peaceful and continuous manner.

Section 3 - Property - Enjoyment

The Beneficiary Corporation shall have the property and the enjoyment of the contributed Business Enterprise from the date of completion of the contribution by all of the Parties.

Section 4 - Charges and Conditions

The contribution stipulated hereinabove, clear of any debts, is based on the following charges and conditions:

Section 5 - Representations

The Contributor represents as follows:

5-1   Sales and Income

The sales figures, to the exclusion of taxes, for the last three fiscal years are estimated as follows:

For the corresponding periods, the income is estimated as follows:

(*) With respect to the fiscal year ended March 31, 2004, ICE ROCKS not yet having completed its inventory, the figures shown are estimates based on its best knowledge.

The Beneficiary Corporation acknowledges that the above disclosures are solely for information purposes and shall in no way affect its willingness to purchase the Business Enterprise and waives any recourse against the Contributor with respect thereto and accordingly, grants an outright, definitive and complete discharge to the writers of the present agreement.

5-2   Encumbrances

There are no liens or pledges registered on the contributed Business Enterprise. In the event that any such liens or pledges are discovered, the Contributor undertakes from this moment to grant acquittal and discharge with respect thereto, at its expense, within three (3) months after the completion of the present contribution.

5-3   Other Representations

Moreover, the Contributor represents and warrants that:

The Contributor is the holder and sole owner of the French patent No 00 11090 COLBERT FONCIER that was applied for on August 30, 2000 from l’Institut National de la Propriété Industrielle, which application was published on March 1, 2002 under No 2813 384 and was issued on February 13, 2003, bearing the designation “ Sealed container filled with water destined for the manufacture of ice cubes and processing thereof ” referred to in Schedule 4 (hereinafter referred to as “Patent 1”).

The Contributor does not wish to pursue exploitation of Patent 1, having no inclination to undertake the manufacturing of products that can be manufactured as a result of its knowledge and not having the technical means or the adequate human resources to guarantee durability and full control.

The Beneficiary Corporation is interested in acquiring the full and complete ownership of Patent 1 and the Contributor has agreed to make it available to the Beneficiary Corporation.

Section 1 - Purpose

The purpose hereof is to define the terms and conditions under which the Contributor will contribute to the Beneficiary Corporation, who accepts it, the full and complete ownership of Patent 1, a copy of which, including the preliminary research report, is annexed hereto as Schedule 4 .

The Contributor contributes and transfers in favour of the Beneficiary Corporation, who accepts without any exceptions, the rights regarding the property and enjoyment which it holds with respect to Patent No 1.

Section 2 - Scope and Limits of the Contribution

Section 3 - Obligations and Warranties

3.1   Communication

At the date of completion of the contribution in favour of the Beneficiary Corporation, the Contributor will deliver a copy of the title and file concerning Patent 1, in particular the notice of its issuance and, in general, all of the documentation which will allow the use and peaceful exploitation thereof.

3.2   Representation

The Contributor represents:

3.3   Obligations

The Contributor shall, directly or indirectly, refrain from any manufacturing and exploitation of products similar to the invention derived from Patent 1.

The Contributor shall, in any case, refrain from availing itself, for its own benefit, of any personal prior right of possession with respect to Patent 1.

3.4   Warranty

The Contributor guarantees the Beneficiary Corporation against any prejudice, direct or indirect, resulting from any legal proceedings for recovery of property, for cancellation or any other basis prior to the completion of the contribution, regarding the validity, ownership, use and/or exploitation of Patent 1, within the limits of the rights granted to it.

The Contributor only guarantees the existence of Patent 1, to the exclusion of its efficiency and validity, which the Beneficiary Corporation expressly agrees to.

Section 4 - Transfer of Ownership and Risks

The Parties agree that the ownership as well as all of the risks associated with Patent 1 will be transferred to the Beneficiary Corporation as of the date of completion of the contribution.

Section 5 - Formalities

In order to ratify the present contribution or to set it up against third persons, the Beneficiary Corporation undertakes, at its expense, to begin the process of all registration formalities with the competent international or domestic agencies, as the case may be, within the time limits prescribed under applicable regulation or, failing such, no later than three (3) months following the date of completion of the contribution.

The Contributors are co-holders and sole owners of the Euro-PCT patent application No WO 02/18856 LACAN filed on August 29, 2001 under No PCT/FR01/02687, subject to the priority of French Patent No 00 11090, published on March 7, 2002, bearing the designation “ Sealed container filled with water destined for the manufacture of ice cubes and the processing thereof ” referred to in Schedule 5 , as well as the European patent and the foreign national patents resulting therefrom (hereinafter referred to as “Patents 2”).

The Contributors do not wish to pursue exploiting Patents 2, having no inclination to undertake the manufacturing of products that can be manufactured as a result of their knowledge and not having the technical means or the adequate human resources to guarantee durability and full control.

The Beneficiary Corporation is interested in acquiring the full and complete ownership of Patents 2 and the Contributors have agreed to make it available to the Beneficiary Corporation.

Section 1 - Purpose

The purpose hereof is to define the terms and conditions under which the Contributors will contribute in favour of the Beneficiary Corporation, which accepts it, the full and complete ownership of Patents 2, copies of which, including the preliminary research report, are annexed hereto as Schedules 5 to 16 .

The Contributors contribute and transfer in favour of the Beneficiary Corporation, who accepts without any exceptions, the rights regarding the property and the possession which they hold with respect to Patents 2.

Section 2 - Scope and Limits of the Contribution

It should be noted that among these ten national patents is an application for a Turkish patent. According to the Contributors’ industrial property counselors, this patent application has lapsed as a result of the non-payment of a levy. However, according to the Contributors’ industrial property counselors , at the date of the completion of