AGREEMENT

                                                                  EXHIBIT 10.4

                                   AGREEMENT

                                   ---------

                  THIS AGREEMENT, made   as   of   April 13, 2005, by and between

Icy Splash Food & Beverage,   Inc.,   a New York   corporation   having an office at

535 Wortman Avenue,   Brooklyn, New York, NY 11208 (hereinafter called "Icy

Splash"), and MountSpil   Products   Corp., a New York   corporation   having an

office at 653 Atkins Avenue, Brooklyn, New York 11208 (hereinafter called

"MountSpil"),

                              W I T N E S S E T H :

                  WHEREAS, MountSpil   is   the importer of MountSpil Farms Honey,

Shan   Preserves and Shan Peanut   Butter,   MountSpil has created a logo and trade

name for the products   (which are "MountSpil   Farms" and "Shan"),   and MountSpil

also   repacks   many types of dried   fruits,   nuts and candy under the   MountSpil

Farms trade name; and

                  WHEREAS, in   order   to   preserve the value of its trade names,

MountSpil wishes to allow Icy Splash to sell MountSpil's products exclusively to

retailers, distributors and others in the tri-state area of New York, New Jersey

and Connecticut and to operate using the trade names MountSpil,   MountSpil Farms

and Shan (the "Trade Names"); and

                  WHEREAS, MountSpil   understands and agrees that Icy Splash may

market   and sell other food items and use the Trade Names in connection with its

food division, including with respect to other than MountSpil products; and

                  WHEREAS, MountSpil   wishes to allow Icy Splash to use parts of

MountSpil's   warehouse and is willing to provide certain Warehouse   Services (as

hereinafter   defined)   to Icy   Splash,   as well as to   assist   Icy   Splash   with

collections from customers; and

                  WHEREAS,   MountSpil   intends   to bill Icy Splash for Warehouse

Services, collection and any other services to be   provided, such services to be

authorized in writing in advance by Icy Splash;

                  NOW, THEREFORE, MountSpil and Icy   Splash, in consideration of

the mutual covenants and agreements hereinafter set forth, covenant and agree as

follows:

        1. License. (a) "Licensed Products" shall mean   all products bearing the

Trade Names, now or hereafter produced, marketed or sold by MountSpil and/or Icy

Splash,   and   all   logos,   trademarks,   trade   names,   service   marks and brands

associated with such products.

           (b) MountSpil hereby irrevocably grants to Icy Splash, and Icy Splash

hereby accepts, for the Term (as hereinafter defined) of this Agreement and upon

the terms and conditions herein set forth, a royalty-free license to produce and

market and sell, within the states of New York, New Jersey and   Connecticut (the

"Territory"), the Licensed Products.

           (c) The license granted herein shall be exclusive, in that only Icy

<PAGE>

Splash and   its   affiliates shall have the right during the Term to   market   and

sell the Licensed Products in the Territory.

           (d) MountSpil   understands   and agrees that Icy Splash may market and

sell   other   food   items and use the   Trade   Names in   connection   with its food

division,   and MountSpil   irrevocably   consents to Icy Splash's   doing   business

during the Term as "MountSpil,   a division of Icy Splash Food & Beverage,   Inc."

and/or   making the   appropriate   filing(s)   to use any of the Trade   Names as an

assumed name and so using the Licensed Products.

           2.   Warehouse   Services. (a)MountSpil agrees to provide the following

warehouse   services   (the   "Warehouse   Services")   to Icy Splash at   MountSpil's

premises. MountSpil shall bill Icy Splash, and Icy Splash shall pay to MountSpil

an amount equal to $8,000 per week for storage,   receiving and tracking, loading

and order preparation of merchandise in limits as listed below:

           (i) Storage - up to 300 pallet loads

           (ii) Receiving and tracking- up to 100 pallet loads per week

           (iii) Loading -up to 100 pallet loads per week

           (iv) Order preparing - up to 100 pallet loads per week

           (b) For   any   other services requested in writing by Icy Splash to be

provided by MountSpil, including any trucking and collection services, MountSpil

will bill Icy   Splash   separately   at prices to be   agreed   upon in   advance   in

writing by the parties   hereto.   MountSpil shall not be obligated to provide any

trucking or delivery services to Icy Splash hereunder.

           (c)   MountSpil shall perform   all   Warehouse   Services   and all other

services in a lawful,   timely,   efficient and   workman-like   manner,   using such

technology   as is   reasonably   necessary   for MountSpil to provide the Warehouse

Services.

           3. Term. The term of this Agreement shall commence on the date hereof

(the "Commencement Date"), and sha