Private Label Agreement

Exhibit 10.6

Private Label Agreement

Between

Ahoy Network Association Ltd

And

Aquaair Inc

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PRIVATE LABEL DISTRIBUTOR AGREEMENT

THIS Agreement, entered into this 20 ^th day of November 2004.

BETWEEN:

Ahoy Network Association Ltd with offices at:

2509 Cedarwood Ave, Suite 3,

Bellingham, Wa 98225

(“Principal”)

AND

Aquair Inc, with offices at:

17751 Mitchell Avenue

Irvine, CA 92614

(“Distributor”)

(Collectively the “Parties”)

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TABLE OF CONTENTS

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SECTION I - THE AGREEMENT

1.1            The Principal markets and/or manufactures several different proprietary models of Atmospheric Water Generators (the “Product”) under Patent or Patent Pending.

1.2            The parties hereto are desirous of entering into this Agreement whereby the Distributor wishes to receive their own brand of private labeled product from the Principal, to be sold in the country of: United States of America hereinafter referred to as the (“Territory”). This product may not be sold in any other country without the express written consent of the Principal. The Product supplied to the Distributor by the Principal shall bear the brand name of the Distributor. The Distributor shall choose and inform the Principal in writing as to the name and labels or logos to be used to identify this brand. The Principal cannot sell any product using the labels or logos of the Distributor to any other parties without the consent of the Distributor in writing.

SECTION II - THE APPOINTMENT

2.1            Subject to the terms and conditions in this Agreement, the Principal appoints the Distributor the sole rights to their own brand of (Atmospheric Water Generators) hereinafter referred to as the (Product). The Principal will build the product to the Distributors specifications. The Distributor will decide on the brand name for the product. The exterior design of the product will be sufficiently different from the Principal’s own brand of product and any other brand of Private Labeled product the Principal markets in the same territory unless the Principal grants an exception to use a similar design. The Distributor will be responsible for any molding or tooling costs needed for the creation of any product built specifically for them unless otherwise agreed to by the Principal in writing. The Distributor may use the existing E10 product of the Principal until a new model is built to Distributors specifications. Any design changes made to the current E-10 machine, requested by the Distributor and approved by the Principal so that it will make the machine significantly different in appearance from the original E-10 will remain the exclusive property of the Distributor and any other party including the Principal cannot use these new designs. The Distributor will be responsible for any molding or tooling costs needed for the creation of any design changes built specifically for them unless otherwise agreed to by the Principal in writing.

2.2            The Product supplied to the Distributor by the Principal shall bear the brand name of the Distributor or such other trademarks, names, or logos as the Distributor may change from time to time. If the Distributor wishes to purchase the same models that the Principal markets and the Principal is in agreement, then the Principals Brand will remain on the product although the Distributor will be allowed to add their own brand name on any units they purchase.

2.3            During the term of this Agreement and for a period of no less than two years after the termination of this Agreement, the Distributor (Including Directors and any Major Shareholders owning more than 20% of the company) shall refrain from selling, manufacturing, or collaborating in the sale of any product competing directly or indirectly with the Products of the Principal or substituting for, or in the same class of goods; unless the products are complementary and must be agreeable in writing to the Principal before proceeding with the sale or offer of sale.

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2.4            For the duration of this agreement and for a period of no less than two years after the termination or the expiration of this agreement, under no circumstances what so ever shall the Distributor (Including Directors and any Major Shareholders owning more than 20% of the company) directly or indirectly or through the intermediary of any third party sell, distribute, manufacture or promote any product similar too or competitive with the Principal’s product line.

2.5            Duties, Obligations and Responsibilities of the Principal.

The Principal agrees to:

a)      Advise the Distributor regularly with regard to Product information, specifications, performance, price lists, delivery, Product and service information and immediately notify the Distributor of price updates for the Product.

b)     Keep confidential any pricing terms or arrangements with the Distributor and shall not reveal such terms or arrangements to any retailers or distributors of the Distributor.

c)      Provide up-dated specifications and instructions with respect to the Product and its use to the Distributor, at reasonable intervals.

d)     Ensure Product is delivered and system performance is up to specifications.

e)      Provide a full one-year manufactures parts replacement warranty on the Product.

f)      Ensure all needed technical support is available to the Distributor when warranty work is performed.

g)     Fulfill its warranty obligations by carrying out, in a reasonable manner and at its option, the repair or replacement of any defective parts of the Product, provided that the Product is used in conformity with the Principal’s instructions.

h)     Have training material available to the technicians and salesmen of the Distributor that fully explain all details of the Product.

i)       Keep the Distributor harmless and relieve the Distributor of any responsibility for reasonable costs and direct damages relating to claims made against the Distributor relating to patent and or copyright infringements.

j)       Advise Distributor about any delivery delays, product related issues, manufacturing issues, performance issues, etc. and to work diligently with the Distributor to resolve any issues in a manner acceptable to both parties.

k)      Advise Distributor of any legal action commenced against the Principal, within the territory of the Distributor.

2.6            Duties, Obligations and Responsibilities of the Distributor.

The Distributor shall at its own cost and expense and without entitlement to any reimbursement from the Principal:

a)      Keep the Principal harmless and relieve the Principal of any responsibility to the Distributor for any costs, damages, loss of profit, loss of trade or claims including late delivery, made by or against the Distributor due to failure to deliver the Product or other events beyond the Principal’s control. Shipping costs and insurance shall be at the sole responsibility of the Distributor unless agreed in writing by the Principal.

b)     Provide the Principal at the beginning of each year, based on quarterly requirements, a reasonable estimate of the Product required by the Distributor, for such year.

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c)      Respect and fulfill the terms and conditions of any warranty, if requested by the Principal, at the Principal’s expense, within reason.

d)     Service, maintain and repair the Product beyond the Principals responsibility as outlined in (2.5 e) above, within reason.

e)      Protect the goodwill associated with the Product and promptly advise the Principal of any known or threatened infringement of or challenge to the Principal’s proprietary rights and upon request, support the Principal in securing and protecting such proprietary rights and in opposing unfair competition of other firms, at the expense of the Principal.

f)      The Distributor or its distributors shall at all times maintain reasonable and current inventories of a complete range of the Product including a floating stock of spare parts and consumables. For the purposes hereof, the Distributor shall have a minimum inventory of spare parts presumed to be necessary to properly service the equivalent to 15% of the aggregate of the largest quarterly order of Product delivered in any given time period. This is not a cumulative amount and any parts still on hand at the end of a quarter will be deducted from the next quarter’s requirements.

g)     Immediately advise the Principal if the Distributor has any knowledge of the commencement or threat of any legal proceeding or claim based on any alleged defect of any Product.

h)     Comply with all local laws, licensing regulations and rulings of governmental bodies having jurisdiction over the Distributor’s business in respect of the sale of the Product.

i)       At all times act in the best interests of the Principal. The Distributor shall act diligently and prudently. In this regard the Distributor shall not act nor do anything that would tarnish the reputation of the Principal.

SECTION III - SALES POLICIES, PRICING AND TERMS OF PURCHASE

3.1            All prices and payments shall be in United States of America funds unless otherwise agreed upon by the Principal.

3.2            No purchase order from the Distributor to the Principal shall be binding upon the Principal unless the Principal has accepted it in writing.

3.3            The Principal shall accept purchase orders that use its documents and follow its guidelines in written form and may not refuse a purchase order without just cause.

3.4            The Di