1 DISTRIBUTOR AGREEMENT

THIS DISTRIBUTOR AGREEMENT is entered into on this day of

, 2004, by and between NARIWA, INC., an Ohio corporation, with its
principal place of business at 35104 Euclid Avenue, Suite 302, Willoughby, Ohio (the “Seller”)
and , with its principal place of business at
, , (the “Distributor”).

WHEREAS, the Seller is in the business of bottling natural spring water, known as
Nariwa water (the “Product”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, the parties agree as follows:

1. Designation. Seller hereby designates Distributor as a purchaser of

the Product, with the understanding that Distributor will re-sell and otherwise distribute the
Product to its customers.

2. Purchase Price. The purchase price for the Product to be purchased

and sold hereunder shall be equal to One and 20/100 Dollars ($1.20) per bottle, for a total
purchase price per container equal to Thirty Three Thousand One Hundred Twenty Dollars
($33,120.00), and Seller shall be responsible for the cost of shipping Product to the Distributor.

3. Payment. One-half (1/2) of the purchase price of the whole containers of the
Product constituting each order shall be paid contemporaneously with the placement of the order.
The remaining one-half (1/2) of the purchase price shall be paid prior to delivery of the order to
the Distributor.

4. Delivery of Product. Distributor shall provide to Seller one and one-half (1 1/2)
months written notice of Distributor’s requirements for the Product for each month. Seller shall
use its best efforts to supply the Product to Distributor; provided, however, that Seller shall not
be liable for failure of delivery caused by limitations on supply or circumstances outside Seller’s
control.

5. Internet Price. The retail price suggested by Nariwa ($80.00 plus shipping per
case) is standard and must be used by all distributors, wholesalers and retailers for advertising on
the Internet. Therefore, no one may advertise Nariwa publicly at a discount control.

6. Studies and Research. Distributor shall not be responsible for any costs
(including Product purchase price and shipping costs) for Product shipped from Distributor’s
inventory at the request of Seller for study and research. Seller agrees to reimburse Distributor
for the cost of such Product.

7. Advertising Materials. Distributor shall use its best efforts to promote the sale of

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the Product. Seller shall provide Distributor with advertising and/or promotional materials,
including HTML coding to be used on Distributor’s website, from time to time to be used by
Distributor. Distributor may develop advertising and/or promotional materials for the Product,
including any web, e-mail, Usenet newsgroups, or other Internet or on-line promotional
materials. However, Distributor must obtain Seller’s consent prior to Distributor’s use of such
materials.

8. Prohibition. No statements, written or oral, may be made by Distributor that the

Product is a medical product. Distributor acknowledges that the Product is not to be solicited as
a form of medical treatment or a replacement for medical treatment. No promise shall be made
by Distributor that the Product improves health or is a cure for health problems. Distributor
may, however, supply results of clinical testing and supplies.

9. Property Rights. Distributor acknowledges that the Product is the sole property of
Seller. The Product is intended to be sold as bottled water. No products may be developed from
the Product, and no patent application shall be made, nor product produced or sold, without the
prior express written permission of Seller.

10. Term. This Agreement shall commence upon execution of this Agreement and
continue for a period of one (1) year. Except as hereinafter provided, the term shall be
automatically renewed and extended for successive one (1) year periods. Notwithstanding the
foregoing, either party may elect not to renew the initial or any successive term by giving written
notice to the other party not less than ninety (90) days before the expiration of the initial term or
the successive period, as the case may be. In the event of such timely notice, this Agreement
shall terminate as of the last day of the term in which such notice was given.

11. Termination. Notwithstanding the stated term of this Agreement, the following
provisions shall apply.

A. Either party shall be entitled to terminate this Agreement at any time upon
ten (10) days written notice in the event of any of the following:

(i) the other party being dissolved by voluntary or involuntary proceedings,

or

(ii) the other party becoming insolvent, commencing an insolvency liquidation

or other proceeding, becoming involved in a voluntary or involuntary bankruptcy
proceeding, appointing a receiver for the benefit of its creditors, suffering an attachment
of its assets by one of more creditors, or becoming financially unstable in the reasonable
opinion of the party terminating this Agreement, or

(iii) the other party materially failing to perform its obligations under this
Agreement and not correcting same within thirty (30) days following written notice
thereof from the other party (or, in the case of breaches that are of a type that cannot

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 reasonably be corrected within such period, does not commence corrective action within
that period and complete the same within an additional thirty (30) days thereafter).

B. Termination shall not operate to release either party from the payment of
any sum then owing to the other party and shall not prejudice such rights of either party.

12. Indemnification. Distributor shall indemnify, defend and hold Seller harmless
from any claims arising from a customer’s complaint regarding the condition of the Product,
including damaged or missing Product.

13. Entire Agreement. This Agreement represents the entire agreement between the
parties hereto and supersedes all prior oral and written agreements. This Agreement may be
amended, modified or supplemented only by written agreement of the parties.

14. Assignment. This Agreement shall not be assignable by either party without the
prior written consent of the other party.

15. Waiver. Any failure of a party to comply with an obligation, covenant,

agreement or condition herein may be waived in writing by the other party, but such waiver or
failure to insist upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as waiver of or estoppel with respect to any subsequent or other failure.
Whenever this Agreement requires or permits waivers or consents by or on behalf of any party,
such waiver or consent shall be given in writing.

16. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Ohio.

NARIWA, INC.

By: ________________________________
Ken Haibara, President

Date:________________________________
SELLER

By: ________________________________

Date:________________________________

DISTRIBUTOR