DS WATERS OF AMERICA, INC.

WATER COOLER RENTAL AND WATER SERVICE AGREEMENT

You acknowledge that you are the Customer or person authorized by the Customer to accept the terms of this Water Cooler Rental and Water Service Agreement (the “Agreement”). You authorize DS Waters of America, Inc. ("DSW") to obtain your consumer credit report to determine your credit worthiness and you understand DSW may report information concerning your DSW account to credit bureaus and similar institutions. You may cancel this Agreement at any time prior to midnight of the third business day after the Effective Date of this Agreement without fee. See Section 13 below for an explanation of this right.

1. Scope. This Dispenser Rental and Water/Coffee Service Agreement (this “Agreement”) is entered into between you and DS Waters of America, Inc. (“DSW”) for the purchase and delivery of bottled water and/or coffee and/or rental of a dispenser and related services and equipment. In this Agreement, the words, “Customer”,“you”, and “your” mean the person who signed this contract as the Customer. Bottled water and/or coffee will be delivered on a regular,scheduled, replenishment basis.

2. Term. This Agreement begins on the date of your first delivery and set-up and continues for the term indicated in Section 3 on the front of this Agreement (the “Initial Term”). If no Initial Term is shown in item 3, then the Initial Term of this Agreement shall be one (1) year consisting of 13 billing periods. Upon expiration of the Initial Term,this Agreement shall automatically renew on a year-to-year basis consisting of 13 billing periods per year (the “Renewal Term”), until cancelled in accordance with this Agreement.

3. Payments. You agree to pay DSW (i) for all bottled water and/or coffee, and other products, services and equipment delivered, as specified in this Agreement, plus applicable tax, and (ii) the dispenser rental fee, plus applicable tax, and (iii) all other fees and charges as provided in this Agreement. These amounts are due by the payment due date specified on each invoice. Customer will be invoiced approximately every 28 days. If you have elected to make payments by credit or debit card, you authorize DSW to make a recurring charge for each transaction against your credit or debit card account.DSW may place a $50.00 refundable hold charge against your creditor debit card account to verify funds availability. DSW shall not beliable for any fees or penalties imposed by your financial institution,including fees for insufficient funds or over-limit charges, inconnection with such payments. You may change the method ofpayment upon written notice to DSW as per Section 11 below or bycalling DSW Customer Service.

4. Title. Returnable water bottles, dispensers, coffee equipment, and related equipment shall remain the exclusive property of DSW.Dispenser and coffee equipment rental payments do not apply toward the purchase of the dispenser or coffee equipment.

5. Fees. In addition to the payments in Section 3 above, you agree to pay the following fees in connection with this Agreement. A late fee in an amount up to the maximum allowable by law will be charged for any payment which is past the payment due date (Maryland customers will be charged a late fee of 1.5% of the amount in default). You agree to pay a returned check/debit card fee of $25.00 for any check or debit card that is returned unpaid. DSW reserves the right to charge, in its sole discretion, a variable Energy Surcharge per billing period. The Energy Surcharge is based on the Monthly U.S. Average On-Road Diesel Price as published by the U.S. Department of Energy, Energy Information Administration. You agree to pay a bottle deposit (where applicable) in the amount set forth on the front of this Agreement. Bottle deposits are refundable, subject to the return of the empty returnable bottles in good condition, normal wear and tear excepted. Charges and credits for bottles will appear on each invoice. You agree to pay DSW a replacement fee for any dispenser, coffee equipment, or related equipment that is lost or damaged while in your possession, normal wear and tear excepted.

6. Change In Terms. DSW may change the terms of this Agreement,including pricing, fees and charges, at any time, upon prior written notice to you. If you do not consent to the change, you agree to notify DSW to cancel your service.

7. Cancellation. You may cancel this Agreement at any time, for any reason, by doing the following (as applicable): (i) providing written notice to DSW at least twenty-eight (28) days prior to the desired cancellation date, and (ii) if such cancellation date is not within the 28-day period prior to the end of the Initial Term, DSW may charge you an administrative cancellation fee of $100.00 (or $35.00 if the Term of this Agreement is period-to-period) for processing the account cancellation, retrieving the dispenser and/or other equipment (if applicable), and related expenses. Within fourteen (14) days following any cancellation of this Agreement, you agree to return all water bottles, dispensers, coffee equipment, and related equipment in good condition, normal wear and tear excepted, to yourRoute Sales Representative.

8. Default. You will be in default of this Agreement if you fail to make a payment when due or fail to comply with any other term of this Agreement. If you are in default, and do not cure the default within the time period provided in our notice, DSW may cancel this Agreement and demand immediate payment of the entire unpaid balance due, together with an administrative cancellation fee of $100.00 (or $35.00 if the Term of this Agreement is period-to-period).In the event of an uncured default, DSW also reserves the right to cease delivery of bottled water and/or coffee and you agree to immediately return to the Route Sales Representative the dispenser, coffee equipment, previously delivered returnable water bottles, andelated equipment. You agree to pay all legal fees and collection costs incurred by DSW, its agents or assigns in connection with collecting amounts you owe under this Agreement and the recovery of any water bottles, coffee equipment and dispensers in your possession, to the maximum extent permitted by law.

9. Liability. DSW DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CLEAR TITLE, OR NONINFRINGEMENT. The total liability of DSW under this Agreement shall be limited to repairing or replacing defective water bottles, dispensers, coffee equipment and related equipment delivered by DSW to you. Under no circumstances shall DSW be liable to you or any other party for any monetary damages whatsoever in connection with this Agreement or the products or services provided by DSW. Without limiting the preceding sentence, DSW specifically disclaimsany responsibility or liability for any consequential, incidental, special,exemplary, punitive, or other similar damages, however denominated. If, despite the limitations contained in this Section 9,monetary liability is imposed upon DSW, you agree that under no circumstances shall any liability exceed the lesser of actual damages or an amount equal to the total payments made by you to DSW pursuant to this Agreement during the three (3) billing periods preceding such assessment of liability. You agree to waive and holdDSW and its directors, officers, agents and employees harmless against any claims, damage, injury, or liability suffered or incurred by you or your agents, guests or family members arising from your or your agent’s, guest’s and family member’s negligence or misconduct or operation or use of water bottles, products, dispensers, coffee equipment or related equipment provided to you under this Agreement. You further agree to indemnify, defend and hold harmless DSW and its directors, officers, agents and employees from and against any claims, damage, injury, cost, liability, expense (including reasonable attorneys' fees) or other loss threatened, suffered, or ncurred by DSW as a result of your negligence or misconduct or operation or use of water bottles, products, dispensers, coffee equipment or related equipment provided to you under this Agreement. You waive all rights to bring any claim against DSW as a class member or class representative, notwithstanding applicable law. You acknowledge that water or coffee can damage surfaces with which they come into contact and that leaks may occur from water bottles, dispensers or coffee equipment. You are responsible for selecting the location for placement of water bottles, dispensers or coffee equipment in your home or office and have full responsibility for any damage or loss that occurs. You acknowledge that installation, use or removal of water bottles, dispensers or coffee equipment is your responsibility and may change your personal property, home or office. DSW is not responsible or liable for any costs, expenses, claims or other liability related to any damage, loss or change to your personal property, home or office resulting from the installation, use or removal of water bottles, dispensers or coffee equipment.

10. Dispute Resolution. DSW and you will first attempt to resolve any dispute, controversy, claim or other issue (“Dispute”) which arises out of or relates to this Agreement and/or the services provided to you by DSW using good faith efforts to negotiate a resolution of the matter. You agree that if the Dispute remains unresolved for forty-five (45) days after notification by either party to the other that a Dispute exists, both parties will enter into final binding arbitration in accordance with the rules of the American Arbitration Association to be held in Atlanta, Georgia with no right of appeal. If you file any claims, administrative or legal actions involving a Dispute to which this section applies without first having attempted to resolve the Dispute using good faith negotiations, you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them. If a controversy exists relating to amounts owed by you under this Agreement, DSW reserves the right to pursue collection through court proceedings in lieu of arbitration.

11. Notices. All notices must be in writing and delivered by U.S. mail, certified mail or personal delivery or facsimile with written confirmation of receipt to the Customer address and to DSW at the address shown on the front of this Agreement. You agree to notify DSW promptly of a change in your address.

12. Force Majeure. DSW shall not be liable to you for any damage, loss or nonperformance caused by government action, war, fire, explosion, flood, strike, lockout, embargo, act of God, or any similar cause beyond the control of DSW, and in no event does this Agreement require DSW to settle or resolve any labor dispute or disturbance.

13. General. This Agreement is the entire agreement between you and DSW relating to the subject matter hereof and supersedes all other oral or written statements made by either you or DSW. No written modification or change to this Agreement shall be binding uless expressly approved in sriting by DSW. DSW may accept late payments, partial payments, or checks and money orders marked “payment in full,” without compromising any of its rights under this Agreement. DSW may choose not to exercise or to delay enforcement of any rights under this Agreement without compromising those rights. DSW may assign this Agreement and any of its rights under it to a third party without notice. You may not assign this Agreement and any such assignment will be null and void. If any provision of this Agreement is held invalid or unenforceable, all other provisions will remain in full force and effect. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA.