1. DELIVERY OF PRODUCTS.

Company will sell and deliver to Customer Company's brand of bottled water in Company's bottles, and related products ("Products") and Customer will purchase from Company, during the term hereof, (a) if Customer is a residential customer on a "Pure Savings Plan," the monthly minimum quantity of Products as set forth on Customer's Agreement; or (b) if Customer is on a "Custom Service Plan," such quantities of Products as Customer orders from time to time, provided that Company requires a minimum order of any two of the following items per delivery: multi-gallon home and office delivery size bottled water, cases of retail sized bottled water products in sizes as determined by Company from time to time and/or bags of coffee, where available, in sizes as determined by Company from time to time. Customer will comply with all of Company's procedures, which Company may change at any time upon reasonable advance notice to Customer. Pure Savings Plan Customers (i) hereby acknowledge that they will be responsible for the monthly Plan rate set forth in Customer's Agreement whether or not they actually take delivery of such Products; (ii) may add Products to their monthly minimum by ordering such Products from Company in advance of delivery date; and (iii) may postpone up to three (3) non-consecutive monthly deliveries during any twelve month period during the term of the Agreement by notifying Company prior to each such postponed delivery, provided that the term of the Agreement will be extended by one month for each such postponed delivery.

2. LEASED EQUIPMENT FOR CUSTOM SERVICE AND ACCUPURE™ PLANS.

Company will lease to Customer such coolers, filtration systems and/or equipment as noted on Customer's Agreement ("Leased Equipment"). Customer acknowledges that this is a true lease, Customer has no equity or ownership rights in the Leased Equipment, and Customer can purchase the Leased Equipment only if Customer and Company agree in writing. Company also sells equipment for purchase. If Customer purchases or uses Customer's own equipment, Customer will be responsible for all repair or replacement costs after expiration of the warranty period, if any. AccuPure filtration systems plans include standard installation consisting of up to one hour's labor and 25 feet of related installation equipment; Customer is responsible for labor and materials costs in the event actual installation exceeds such amounts.

3. USE OF LEASED EQUIPMENT, PSP EQUIPMENT AND BOTTLES.

Company will install the Leased Equipment or PSP Equipment (as defined below), as applicable, at Customer's address set forth on Customer's Agreement and maintain it in good working order; provided, if Customer's negligence, abuse or misuse causes damage which requires any repair or replacement, Customer will pay Company all such costs on demand. The Leased Equipment, PSP Equipment and multi-gallon bottles ("bottles") are, and will at all times be, Company's sole and exclusive property, and Customer will have no right, title or interest therein except as expressly set forth herein. Customer will use the Leased Equipment, PSP Equipment and all bottles only for Company's Products and will not reuse or refill bottles for any purpose whatsoever. Customer will at all times operate and maintain the Leased Equipment, PSP Equipment and bottles in a safe and proper manner in accordance with Company's instructions, and keep them in a sanitary condition. Customer will clean and maintain the Leased Equipment or PSP Equipment, as applicable, periodically and at least once every three months, as outlined in the Company-approved guidelines. Customer (i) will not remove the Leased Equipment or the PSP Equipment, as applicable, from Customer's location without Company's prior written consent, (ii) will not alter the Leased Equipment or PSP Equipment, as applicable, in any manner, (iii) will permit only Company to repair the Leased Equipment or PSP Equipment, as applicable, and (iv) will notify Company immediately if the Leased Equipment or PSP Equipment, as applicable, or any bottles are stolen, lost, damaged or destroyed. Customer will permit Company to enter Customer's premises at reasonable times to inspect and repair the Leased Equipment or PSP Equipment, as applicable, and to deliver or pick up bottles.

4. PSP EQUIPMENT FOR CERTAIN PURE SAVINGS PLANS (FOR RESIDENTIAL CUSTOMERS ONLY).

If Customer has selected a "Pure Savings Plan" that includes use of equipment, Company will provide to Customer the equipment designated on Customer's Agreement ("PSP Equipment") for Customer's use for as long as Customer is a Pure Savings Plan customer in consideration of Customer's agreement to purchase a minimum number of Products each month for the term of this Agreement. Customer has no equity or ownership rights in the PSP Equipment. Title to the PSP Equipment will remain with Company. Customer can purchase the PSP Equipment only if Customer and Company agree in writing. If Customer has selected a Pure Savings Plan that does not include PSP Equipment, Company will not provide any equipment to Customer.

5. TERM.

The Initial Term of this Agreement will start on (a) the date that the Leased Equipment or PSP Equipment, if any, is installed by Company or (b) for Customers who purchase Products only, on the first date that such Products are delivered to Customer, and will continue for the period set forth on Customer's Agreement; provided, however, that for Pure Savings Plan Customers who postpone non-consecutive monthly deliveries as provided in Paragraph 1, the term of this Agreement will be extended by one month for each such postponed delivery. Company may terminate this Agreement if Customer is in default or breach. A Customer who chooses to terminate this Agreement before the end of the Initial Term will be subject to a one time early termination charge to compensate Company for, as applicable, the value of equipment and/or free Products or services provided to Customer and administrative, installation, labor and other costs associated with such Customer's account, as follows: (a) Custom Service Plan Customers: up to $25; (b) AccuPure™ Customers: up to $150; (c) PSP Customers who receive PSP Equipment: up to $150; and (d) PSP Customers who do not receive PSP Equipment: up to $75. (d) All Customers: Upon expiration of the Initial Term, this Agreement will continue in effect on a month to month basis until terminated by either Company or Customer on 30 days' written notice. Upon expiration or termination of this Agreement, Customer will permit Company to retrieve the Leased Equipment or PSP Equipment, as applicable, and/or bottles, which will be in the same condition as received by Customer, reasonable wear and tear excepted. If Customer fails to return any such equipment or bottles, Customer will pay Company the full replacement value thereof.

6. PRICES.

(a) Custom Service Plan Customers: Leased Equipment rental fees and Product prices will not be increased during the first six months of the Initial Term of this Agreement. Any price increase during the balance of the Initial Term will not exceed Company's then current regular non-introductory prices and will be effective no earlier than thirty (30) days after notice to customer. (b) AccuPure™ Customers: Leased AccuPure™ Equipment rental fees will not be increased during the first six months of the Initial Term of this Agreement. Any price increase during the balance of the Initial Term will not exceed $3.00 per month and will be effective no earlier than thirty (30) days after notice to customer. (c) PSP Customers: Prices for Products will not be increased during the Initial Term of this Agreement. (d) All Customers: Any price increase in Products or Leased Equipment fees after the Initial Term will be effective no earlier than thirty (30) days after notice to Customer.

7. CHARGES, SURCHARGES, FEES AND DEPOSITS.

. Customer will pay all charges, including charges for Products, Leased Equipment, PSP Equipment, purchased equipment, all applicable surcharges and fees, including, without limitation, (a) any applicable monthly Fuel Surcharge based on the National U.S. Average On Highway Diesel Fuel Price reported by the U.S. Department of Energy for the month two months prior to the invoice date, calculated as follows: if the average monthly price of one gallon of diesel fuel is at least $2.01 but no more than $2.30, the fuel surcharge will be $2.00. For every $.10 change in the monthly average price of one gallon of diesel fuel, the surcharge will change by $.04, provided that there will be no Fuel Surcharge in any month for which the average monthly price of one gallon of diesel fuel is $2.00 or less. For example, if the monthly average price of diesel fuel is $3.91 in April, the Fuel Surcharge in June would be $2.68; (b) all bottle deposits up to $10 per bottle and/or account deposits up to $100; (c) any applicable delivery fees of up to $5.00 per month and (d) all applicable State bottle deposits and redemption value on any Products, any free Products and any Products provided by Company in lieu of PSP Equipment upon Customer's receipt of Company's invoice. Company may change its administrative, surcharges or other charges or deposit fees at any time with prior notice to Customer. If Customer does not pay any charge within thirty (30) days of the invoice date, Customer will pay Company the greater of (i) a late fee not to exceed $20 per month, or (ii) interest of 1.5% per month on any unpaid amount from the invoice date until paid. If the late fee or interest rate exceeds the maximum rate allowed by law, the late charge will be equal to such maximum rate. Customer will make all payments hereunder without set-off, counterclaim or defense.

8. RISK OF LOSS.

Customer assumes risk of loss or damage to the Leased Equipment, PSP Equipment and bottles in Customer's possession and will be responsible for all liability resulting from their use and operation. Customer will pay Company upon demand costs to repair or replace any lost, stolen, damaged or destroyed Leased Equipment or PSP Equipment, as applicable, and/or bottles, as determined by Company. Customer will, to the full extent permitted by law, indemnify, defend and hold harmless Company, its parent, affiliates, officers, directors, employees and agents from any loss, damage, liability, cost, fine or expense, including reasonable attorneys' fees, incurred in connection with this Agreement. This provision will survive termination or expiration of this Agreement.

9. DEFAULT BY CUSTOMER; COMPANY'S REMEDIES.

Customer will be in default if Customer: (a) fails to pay any amount when due; (b) fails to perform or violates any other term or condition hereof and fails to cure the same within ten (10) days after the occurrence; or (c) abandons or abuses the Leased Equipment, PSP Equipment or any bottles. Upon default, Company will have the right to exercise any or all of the following cumulative remedies in addition to any other rights or remedies it may have at law or in equity: (i) terminate this Agreement without relieving Customer of its accrued and continuing obligations; (ii) declare immediately due and payable (as liquidated damages and not as penalty) all outstanding charges plus the balance of the Leased Equipment rental to the end of the term; and/or (iii) repossess the Leased Equipment or PSP Equipment, as applicable, and bottles, Customer hereby waiving notice, legal process, or liability for trespass or other damage, or, if Company cannot repossess the Leased Equipment or PSP Equipment, as applicable, Company may, at its option, declare it a total loss, and Customer will pay Company its replacement value. Company will not be required to post a bond or other undertaking in a repossession proceeding; Customer hereby waives any such requirement. Customer will pay all of Company's costs, including reasonable collection and/or attorneys' fees, as a result of Customer's default or the exercise of Company's remedies.

10. TRANSFER.

Customer may not directly or indirectly transfer any of Customer's rights under this Agreement and will not allow any other person or entity to use the Leased Equipment or PSP Equipment, as applicable, or any bottles without Company's prior written consent. Customer will keep the Leased Equipment or PSP Equipment, as applicable, and bottles free and clear of levies, liens and encumbrances and will promptly notify Company of any third party seizure, levy, lien, or encumbrance regarding the Leased Equipment, PSP Equipment or bottles.

11. MISCELLANEOUS.

The terms of this Agreement may be waived or amended only in writing signed by Company and Customer. Failure or delay in exercising any right will not constitute a waiver. Customer grants Company authority to conduct credit investigations and Company retains the right to terminate this agreement at any time based on such information.

12. DISLAIMER OF WARRANTY.

COMPANY DOES NOT MANUFACTURE THE EQUIPMENT PROVIDED TO CUSTOMER, IF ANY, AND, UNLESS OTHERWISE SPECIFICALLY SET FORTH IN WRITING BY COMPANY, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH EQUIPMENT, ITS SUITABILITY OR FITNESS FOR ANY PURPOSE OR MERCHANTABILITY. CUSTOMER ACCEPTS SUCH EQUIPMENT "AS IS." NO DEFECT IN OR UNFITNESS OF SUCH EQUIPMENT, NO LOSS OR DAMAGE THERETO AND NO OTHER CONDITION WHATSOEVER WILL RELIEVE OR SUSPEND CUSTOMER'S OBLIGATIONS, WHICH ARE ABSOLUTE AND UNCONDITIONAL. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY WILL INCUR NO LIABILITY WHATSOEVER TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH ANY DEFECT IN OR CONDITION OF SUCH EQUIPMENT OR ITS USE, OPERATION OR FUNCTION. Without limiting the foregoing, and provided Customer is not in breach or default, if there is a defect in any such equipment, Company will, to the extent permitted, make available to Customer, at Customer's expense, the benefit of any manufacturer's warranty for such equipment. Company makes no representation whatsoever with respect to the existence, extent or effectiveness of any such warranty.