EXHIBIT 10.7 PAUL MILLER SR. TRUST PAUL MILLER, TRUSTEE 867 MAIN STREET DEADWOOD, SD 57732 JULY 13, 1998 TO: TESORO CORPORATION C/O OMAR BARRIENTOS P.O. BOX 938 SPEARFISH, SD 57783 USA SUN RISE C/O OMAR BARRIENTOS P.O. BOX 938 SPEARFISH, SD 57783...

                                                                   EXHIBIT 10.7

                              XXXX XXXXXX SR. TRUST
                              XXXX XXXXXX, TRUSTEE
                                 000 XXXX XXXXXX
                               XXXXXXXX, XX 00000

                                  JULY 13, 1998

  TO:    TESORO CORPORATION
         X/X XXXX XXXXXXXXXX
         X.X. XXX 000
         XXXXXXXXX, XX 00000

         XXX SUN RISE
         X/X XXXX XXXXXXXXXX
         X.X. XXX 000
         XXXXXXXXX, XX 00000

Gentlemen:

         This letter is to memorialize  my intent  concerning the sale of water,
the  hauling  of  that  water,   the  leasing  of  equipment  for  bottling  and
miscellaneous  procedures  and the leasing of a building for the water  bottling
plant. A formal water sales  agreement,  hauling  contract,  equipment lease and
building  lease will be entered  into when USA Sun Rise and Tesoro  possess  the
necessary capitalization and income projections to comply with the basics of our
agreement as expressed in this letter.  The parties recognize that a more formal
agreement will be entered into setting forth in greater detail typical and usual
business  agreements.  We all  acknowledge  that we are  sophisticated  business
people and understand that this letter of intent is to express the basics of our
business arrangements.

         SALE OF WATER:  The Xxxx Xxxxxx Sr. Trust will sell water to Tesoro for
the sum of $0.7 per gallon.  USA Sun Rise will guarantee the payment or $0.7 per
gallon.  Tesoro will  purchase  water  exclusively  from Xxxxxx up to 23 million
gallons  annually.  The parties  have tested the water and  determined  that the
water is fit for the uses intended by USA Sun Rise and Tesoro.

         HAULING  CONTRACT:  The Trust  will  deliver  to USA Sun Rise the water
sold to Tesoro for $0.3 a gallon. Tesoro  will be  responsible  for paying the 
$0.3 per gallon and USA Sun Rise shall  guarantee  the  payment.  This
agreement may be terminated by the Trust upon 90 days notice.

EQUIPMENT LEASE: The Trust will lease to USA Sun Rise a bottling unit, tanks and
miscellaneous equipment having a maximum value of $150,000.00. USA Sun Rise will
maintain,  repair or replace the equipment during the term of the lease at their
cost.  USA Sun Rise will have an option to  purchase  all the  equipment  or the
replacement  equipment for $75,000.00 in the tax year after the 84th month.  The
rental fee will be as follows.

1 - 3 months                                         $3,000.00         per month
4 - 6 months                                         $4,000.00         per month
7 - 9 months                                         $5,000.00         per month
10 - 12 months                                       $5,000.00         per month

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13 to 36 months                                      $7,250.00         per month
37 - 84 month                                        $6,250.00         per month

During the 84th  month,  USA Sun Rise may renew this lease from year to year for
the sum of $25,000.00 per year payable in 12 equal annual installments.

         BUILDING  LEASE:  USA Sun Rise  will  lease  the  building  located  in
Spearfish,  South  Dakota,  from the  Trust.  USA Sun Rise will be  leasing  the
building  and  property "AS IS"'.  Any  improvements  required by USA Sun Rise's
business   shall  be  paid  for  completely  by  USA  Sun  Rise.  All  leasehold
improvements  attached to  foundation(s)  or the  structure(s)  located  thereon
affixed to the ground or the structures (not movables)  shall, at the end of the
lease,  becomes the sole  property of the Xxxx  Xxxxxx Sr.  Trust.  If the Trust
receives,  during the term of the lease,  a bona fide offer to purchase that the
Trust will  accept,  the Trust is obligated to submit the bona fide offer to USA
Sun Rise and USA Sun Rise shall have ninety (90) days in which to meet the terms
of the bona fide  offer.  If USA Sun Rise shall not do so, then Xxxx Xxxxxx may,
at his sole option, sell to the bona fide purchaser.  USA Sun Rise will agree to
pay as and for lease payments as follows:

1st year through the 3rd year            $1,417.00        per month
4th year through the 5th year            $1,487.00        per month
7th year through the 9th year            $1,562.00        per month
10th year                                $1,640.00        per month

         AGREEMENTS GLOBAL IN NATURE: The Sale of Water Agreement, the equipment
Lease  Agreement and the Building  Lease are global in nature.  If Tesoro or USA
Sun Rise shall default or breach any of these agreements, then such breach shall
be a breach of all of the agreements.

         USA Sun Rise or Tesoro will have a fifteen (15) day grace period during
the term of these  agreements to make the payments set forth.  If payment is not
received  by the Trust on the due date or within the 15 day grace  period,  then
the agreement and all other  agreements  will terminate  immediately and USA Sun
Rise and  Tesoro  will  peacefully  surrender  possession  of the  property  and
premises.  As to all other terms and conditions in the  agreements,  Xxxx Xxxxxx
will give 15 days notice of delinquency  and USA Sun Rise or Tesoro will have 15
days in which to correct the breach or delinquency.

         No additional  buy-outs or options will be available to USA Sun Rise or
Tesoro except for those  expressly set forth above.  There will be no buy out of
the equipment lease or the building lease.

         If you agree that this letter sets forth the basic  agreements  between
the parties, please affix your signature. By my signature, I so agree.

                                             Sincerely yours,

                                             XXXX X. XXXXXX XX. TRUST

                                             By:  /s/ Xxxx X. Xxxxxx, Trustee
                                             Xxxx X. Xxxxxx, Xx. , Trustee

                 ACCEPTED AND AGREED to this 14th day of July 1998

                                             TESORO CORPORATION

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                                             By: /s/ Xxxx Xxxxxxxxxx
                                             Its President
ATTEST

Secretary
ACCEPTED AND AGREED to this 14th day of July 1998

                                             USA SUN RISE

                                             By: /s/ Xxxx Xxxxxxxxxx
                                             Its President
ATTEST

                                             Secretary

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