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SECOND ADDENDUM TO THE AGREEMENT FOR SUPPLY OF SPRING WATER AND FIRST ADDENDUM TO THE AGREEMENT FOR THE MANUFACTURE OF SECURED SPRING WATER ICE CUBES AND BOTTLED WATER

Water Purchase Agreement

SECOND ADDENDUM TO THE AGREEMENT 
FOR SUPPLY OF SPRING WATER AND FIRST ADDENDUM TO THE AGREEMENT FOR THE

MANUFACTURE OF SECURED SPRING WATER ICE CUBES

AND BOTTLED WATER | Document Parties: WATERBANK OF AMERICA (USA) INC. | EAU DE SOURCE NATURELLE 83 PPM INC | GESTION BRUNO ST-ONGE INC You are currently viewing:
This Water Purchase Agreement involves

WATERBANK OF AMERICA (USA) INC. | EAU DE SOURCE NATURELLE 83 PPM INC | GESTION BRUNO ST-ONGE INC

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Title: SECOND ADDENDUM TO THE AGREEMENT FOR SUPPLY OF SPRING WATER AND FIRST ADDENDUM TO THE AGREEMENT FOR THE MANUFACTURE OF SECURED SPRING WATER ICE CUBES AND BOTTLED WATER
Date: 10/25/2006

SECOND ADDENDUM TO THE AGREEMENT 
FOR SUPPLY OF SPRING WATER AND FIRST ADDENDUM TO THE AGREEMENT FOR THE

MANUFACTURE OF SECURED SPRING WATER ICE CUBES

AND BOTTLED WATER, Parties: waterbank of america (usa) inc. , eau de source naturelle 83 ppm inc , gestion bruno st-onge inc
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EXHIBIT 10.18

 

TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING

 

SECOND ADDENDUM TO THE AGREEMENT

FOR SUPPLY OF SPRING WATER

AND FIRST ADDENDUM TO THE AGREEMENT FOR THE

MANUFACTURE OF SECURED SPRING WATER ICE CUBES

AND BOTTLED WATER

 

BY AND BETWEEN:

WATER BANK OF AMERICA INC. , corporation duly constituted pursuant to the Canada Business Corporations Act, having its head office at 5 Place Ville Marie, Suite 1108, Province of Quebec, H3B 2G2, herein represented by Mr. José-Francisco Klujsza, duly authorized for the purposes of these presents, as he so declares;

 

 

 

Hereinafter designated as “WBOA”

 

 

AND:

EAU DE SOURCE NATURELLE 83 PPM INC. , corporation legally constituted pursuant to the Canada Business Corporations Act, having its head office at 12271, Route 11, Blanchard Village, Province of New Brunswick, Canada, E8P 1R4, formerly known as 4287762   Canada Inc. herein represented by Mr. Bruno St-Onge, duly authorized for the purposes of these presents, as he so declares;

 

 

 

Hereinafter designated as “CANADA INC.”

 

 

AND 

ANTIROUILLE MÉTROPOLITAIN CANADA LTÉE, corporation duly constituted pursuant to the Canada Business Corporations Act, having its principal place of business at 3175 Thibeau Boulevard, Trois-Rivières, Province of Quebec, herein represented by Mr. Bruno St-Onge, duly authorized for the purposes of these presents, as he so declares;

 

and

 

GESTION BRUNO ST-ONGE,  

 

and

 

MRS. LOUISE GUILBEAULT

 

 

 

Hereinafter referred to as the

 

“INTERVENERS”

 


 

ADDENUM TO THE AGREEMENT FOR SUPPLY OF SPRING WATER

 

WHEREAS on February 11, 2006, the parties entered into and concluded a contract entitled “Contract for the Supply of Spring Water” (hereinafter designated the “ Contract ”) pursuant to which CANADA INC. granted to certain water rights to WBOA;

 

WHEREAS the parties wish to modify the Contract in order to replace the exclusivity provisions therein by a right of first refusal, and to further cancel the cost stipulated in such Contract for bottled water and the fabrication of secured spring water ice cubes;

 

WHEREAS in consideration of the water rights mentioned hereinabove, WBOA consented in favour of CANADA INC., the option to subscribe to 6,000,000 Class “A” shares in its capital stock, the whole for a period of five (5) years at a price of $0.25 per share (hereinafter designated the “ Options ”);

 

WHEREAS CANADA INC. assigned its options to the INTERVENERS hereunder in the following proportions:

 

Gestion Bruno St-Onge Inc.:

4,000,000 Options

 

 

Mrs. Louise Guilbeault:

2,000,000 Options

 

WHEREAS the INTERVENERS acknowledge having been informed of WBOA’s intention to enter into and conclude a reverse take over transaction with Autostrade Motors Inc. an American corporation whose securities are listed on the “Over the Counter Bulletin Board” in the United States;

 

WHEREAS CANADA INC. and the INTERVENERS acknowledge that in view of completing the aforementioned transaction, WBOA must reduce the number of options to which it had consented in favour of certain holders, in the aggregate of approximately 21,000,000 options, to 1,500,000 options of Autostrada Motors Inc. for a period of three (3) years at a purchase price of $0.25 USD;

 

WHEREAS the parties hereby wish to amend the Contract in order to reflect the following terms and conditions, and take into account the reduction of options, the whole as more fully explained hereinabove;

 

THE PARTIES COVENANT AS FOLLOWS:

 

1.

PREAMBLE

 

 

1.1

The preamble is an integral part hereof as recited herein at length;

 


 

2

AMENDMENTS TO ARTICLE 2 OF THE CONTRACT

 

 

2.1

The parties hereby agree and covenant to amend Article 2.2 of the Contract as follows:

 

Subject to CANADA INC. holding the infrastructures and the necessary authorizations for the bulk sale of water, the cost of the water rights shall be equivalent to the Canadian average for such product together with any related fees due to regulatory norms which shall then be applicable.

 

 

2.2

The parties agree and covenant to repeal Article 2.3 of the Contract and to replace same by the following:

 

2.3 Right of First Refusal

 

Throughout the term of the Contract, WBOA obliges itself, whether for bulk water or for bottled water, to grant a right of first refusal in favour of CANADA INC. on any purchase order (hereinafter designated the “Purchase Order”) which it shall receive in writing, as well as provide and divulge to CANADA INC., the price and the name of the lowest bidder.

 

CANADA INC. must, within the seven (7) days following the reception of the Purchase Order, indicate in writing to WBOA, as the case may be, its acceptance to produce and deliver (i.e.: if a Purchase Order provides for a specific destination for delivery) to the destination of such bottles of water according to the price and specifications (i.e.: delivery dates, format, labelling, etc.) as may be provided in the Purchase Order. In the event that CANADA INC. accepts the Purchase Order, WBOA shall place such Purchase Order with CANADA INC. (hereinafter designated the “Response”). In the event that CANADA INC. fails to provide WBOA with a Response within the aforementioned delay of seven (7) days, WBOA shall be entitled to place an order with a supplier of its choice.

 

The Purchase Order and Response must be sent by registered mail, fax or electronic mail to the coordinates to be determined between the parties within thirty (30) days of the signature of these presents.

 

The parties acknowledge that the hereinabove mentioned right of first refusal does not apply to bottled water in the 18 litre format as provided by Eau de Source Vita (2000) Inc., the whole in conformity with the Addendum previously entered into and concluded between the parties.”

 

 

2.3

The parties hereby agree and covenant to repeal for all legal purposes, Article 2.5 of the Contract.

 


 

3.

AMENDMENT TO ARTICLE 3 OF THE CONTRACT

 

 

3.1

The parties ag


 
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