AMERICAN WATER STAR  INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exh106.txt
<TEXT>
                                                     EXHIBIT 10.6
                       AMENDMENT NO. 2 TO
                      SUBLICENSE AGREEMENT

This Amendment No. 2 to the Sublicense Agreement dated September
6, 2002 and amended on September 29, 2002 (the Agreement and all
amendments are collectively referred to as the "Agreement") is
made between GEYSER PRODUCTS, LLC ("Licensor") a Delaware limited
liability company, and STAR BEVERAGE, INC., ("Licensee"), a
Nevada corporation.

WHEREAS, due to Licensor's immediate need for cash, Licensor and
Licensee desire to amend the payment terms of the Agreement, so
that payments shall be made on a monthly basis rather than
quarterly; and

WHEREAS, in consideration of Licensee's making payments on a more
frequent basis, the Licensor and Licensee agree that the amount
of the royalty payment shall be reduced.

NOW THEREFORE, THE PARTIES hereto, in consideration of the mutual
agreement hereinafter contained and promises herein expressed, do
hereby agree as follows:

1. That the royalty payment shall be reduced from **% to **% so
   that Section 11 shall read as follows:

       11.  Licensed Product Royalty.

       Licensee agrees to pay a Royalty of ** percent
       (**%) of all Net Sales, which includes all
       products sold net of return and allowances.

2. That Section 13 of the Agreement shall be amended in its
   entirety to read as follows:

       13.  Payments.

       All payments shall be paid monthly within
       fifteen (15) days of the end of each month.

3. That all other terms and conditions of the Agreement shall
   remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment on the date
set forth below.

LICENSOR:                                    LICENSEE:

GEYSER PRODUCTS, LLC                         STAR BEVERAGE, INC.,


By: /s/                                      By: /s/
Name:  Jerry Ludeman                         Name:  Roger Mohlman
Title: Chief Executive Officer               Title: President

Date:     10/14/02                           Date:     10/14/02



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