Prime Star Group (fka PSGI)

[LVTruthSeeker]

Roger & Donna Mohlman where did all the money go? Other than making money for yourselves and your accomplices, when have you made money for your investors? I find it very hard to believe that you are victims, in my humble opinion it is your investors that are victims of FRAUD because I don't believe that either of you are incompetent and your accomplices have glowing resumes. Can you explain to all of us why you have failed miserably at making any of the companies that you have been part of profitable for your valued investors?...Your track record says it all!

http://www.secinfo.com/d112xt.z19.d.htm

American Water Star Inc · 8-K · For 11/4/05 · EX-10

Filed On 11/17/05 4:39pm ET · SEC File 1-32220 · Accession Number 1084178-5-38

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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent

11/17/05 American Water Star Inc 8-K{2,9} 11/04/05 2:6 1084178
Current Report · Form 8-K
Filing Table of Contents

Document/Exhibit Description Pages Size

1: 8-K Current Report 3± 18K
2: EX-10 Material Contract 3± 18K

EX-10 · Material Contract

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LAURUS MASTER FUND, LTD.
c/o Laurus Capital Management, EEC
825 Third Avenue
New York, New York 10022

November 4, 2005

VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
AND FEDERAL EXPRESS

American Water Star. Inc.
All Star Beverages, Inc.
Hawaiian Tropicals, Inc.
4560 S. Decatur Boulevard, Suite 204
Las Vegas, Nevada 89103

All Star Beverages Arizona, Inc.
3910 E. Wier Street
Phoenix, AZ 85040

All Star Beverages JAX, Inc.
6317 Powers Avenue
Jacksonville, Florida 32217

All Star Beverages Mississippi, Inc.
2152 Jesse Hall Memorial Industrial Park Road
Magnolia, Mississippi 39652

Attention: Mr. Roger Mohlman

Re: Notice of Default

Dear Mr. Mohlman:

Reference is made to (i) the Securities Purchase Agreement
dated October 26, 2004 between American Water Star, mc, ("AWS")
and Laurus (as amended, modified or supplemented from time to
time, the "Purchase Agreement"), (ii) the Secured Convertible
Term Note in the original principal amount of $5,000,000 dated
October 26, 2004 made by AWS in favor of Laurus (as amended,
modified or supplemented from time to time, the "October 2004
Note' ), (iii) the Master Security Agreement dated October 26,
2004 by and among AWS, All- Star Beverages, Inc. ("All Star") and
Laurus (as amended, modified or supplemented from time to time,
the "October 2004 Security Agreement"), (iv) the Stock Pledge
Agreement dated as of October 26, 2004 between AWS and Laurus (as
amended, modified or supplemented from time to time, the "Pledge
Agreement"), (v) the Subsidiary Guaranty dated October 26, 2004
made by All Star in favor of Laurus (as amended, modified or
supplemented from time to time, the "October 2004 Guaranty"),
(vi) the Registration Rights Agreement dated as of October 26.
2004 between AWS and Laurus (as amended, modified or supplemented
from time to time, the "Registration Rights Agreement"), (vii)
the Forbearance Agreement dated as of July 22, 2005 between AWS
and Laurus (as amended, modified or supplemented from time to
time, the "Forbearance Agreement"), (viii) the Secured
Convertible Term Note dated as of July 22, 2005 in the original
principal amount of $1,286,098.61 made by AWS in favor of Laurus
(as amended, modified or supplemented from time to time, the
"July 2005 Note"), (ix) the Subsidiary Guaranty dated July 22,
2005 made by All Star, All Star Beverages Arizona, Inc. ("All
Star Arizona"), All Star Beverages JAX, Inc. ("All Star JAX"),
All Star Beverages Mississippi, Inc. ("All Star Mississippi") and
Hawaiian Tropicals, Inc. ("HTI") in favor of Laurus (as amended,
modified or supplemented from time to time, the "July 2005
Guaranty"), (x) the Master Security Agreement dated July 22, 2005
by and among All Star, All Star Arizona, All Star JAX, All Star
Mississippi, HTI and Laurus (as amended, modified or supplemented
from time to time, the "July 2005 Security Agreement"), (xi) the
Deed of Trust, Assignment of Rents. Security Agreement and
Fixture Filing dated July 22, 2005 made by AWS in favor of Laurus
(as amended, modified or supplemented from time to time, the
"Deed of Trust") and (xii) all documents, instruments and
agreements entered into in connection with the transactions
contemplated by each of the foregoing agreements (as amended,
modified or supplemented from lime to time, each a "Document" and
collectively, the "Documents"). AWS, All Star, All Star Arizona,
All Star JAX, All Star Mississippi and HTI shall each hereinafter
be referred to as a "Company" and collectively as the
"Companies." Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the
Forbearance Agreement.

Be advised that certain Forbearance Defaults have occurred
and are continuing due to, among other things, AWS's failure to
make payments of interest to Laurus on September 1, 2005, October
1, 2005 and November 1, 2005 under and in accordance with the
tents of the July 2005 Note and regularly scheduled payments of
principal and interest to Laurus on August 1, 2005, September 1,
2005, October 1,2005 and November 1, 2005 under and in accordance
with the terms of the October 2004 Note (collectively, the
"Existing Defaults"), Despite numerous attempts by Laurus to
contact the Companies to discuss the Existing Defaults, the
Companies have not responded to Laurus' telephone calls. Based
upon the occurrence and continuance of' the Existing Defaults,
Companies are hereby notified that all obligations and
liabilities owing by the Companies to Laurus under the Documents
are hereby accelerated. Demand is hereby made on each Company
that the sum of $6,694,875.63 (constituting all obligations and
liabilities of the Companies to Laurus if paid in full on
November 7, 2005) be paid to Laurus in immediately available
funds (the "Payment Amount") no later than 2 p.m. (New York time)
on November 7. 2005 (the "Final Payment Date"). In the event the
Payment Amount is not so received by Laurus by the Final Payment
Date, Laurus shall exercise it rights and remedies against each
Company under the Documents and applicable law, including without
limitation the immediate commencement of foreclosure proceedings
against the real property of AWS covered by the Deed of Trust.

Nothing contained herein shall (a) limit in any manner
whatsoever each Company's obligation to comply with, and Laurus
right to insist on each Company's compliance with, each and every
term of the Documents or (b) constitute a waiver of any
Forbearance Default or other Event of Default (a defined in the
applicable Documents) or any right or remedy available to Laurus,
or of any Company's or any other person's obligation to pay and
perform all of us obligations to Laurus, in each case whether
arising under any Document, applicable law and/or in equity, all
of which rights and remedies are hereby expressly reserved, are
not waived and may be exercised by Laurus at any time.

Very truly yours,

LAURUS MASTER FUND, LTD.
By:
Title:

cc: Stoecklien Law Group
402 W. Broadway, Suite 400
San Diego, CA 9210
Attention: Donald J. Stoeckiem
(via Federal Express and Facsimile)

Reitler Brown & Rosenblatt LLC
800 Third Avenue, 2l Floor
New York, New York 10022
Attention: Robert Brown
(via Federal Express and Facsimile)
Dates Referenced Herein and Documents Incorporated By Reference

This 8-K Filing Date Other Filings

10/26/04
7/22/05 8-K
8/1/05
9/1/05
10/1/05
11/1/05
For The Period Ended 11/4/05
11/7/05
Filed On / Filed As Of 11/17/05

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