CONSULTING/SERVICES AGREEMENT

This Consulting/Services Agreement (this “Agreement”) is entered into as of [DATE], by and between [COMPANY], a corporation organized and existing under the laws of [STATE] and having its principal place of business at [ADDRESS] ([COMPANY]), and [COMPANY], a corporation organized and existing under the laws of [COUNTRY] and having its principal place of business at [ADDRESS] (“Client”). The terms and conditions of this Agreement are set forth below, and in the Schedules, which the parties agree are a part of this Agreement. A reference herein to this Agreement shall mean this Agreement including the Schedules.

1. COMPENSATION. Client shall pay to [COMPANY] the compensation as set forth on the attached Schedule A (the “Compensation”).

2. SERVICES. [COMPANY] shall perform the services set forth on Schedule B (the “Services”).

3. APPOINTMENT. For the Term, Client appoints [COMPANY] as its exclusive agent with respect to all infomercial products (defined as all products sold with a short or long form infomercial) that have been or are being sold in North America, South America, or Europe (the “Territory”). In addition, during the Term, [COMPANY] will introduce non- infomercial products to Client. If Client requests a specific product, [COMPANY] will endeavor to introduce that product to Client without undue delay. The Parties agree that this appointment and the duty to pay Compensation excludes products which prior to the date of this agreement, Client already sells, or, was in negotiations to sell, and, products where the owner/rights holder is based outside the Territory (the “Excluded Products”). Recognizing that [COMPANY] will commit considerable resources to the relationship, Client will test market at least 2 [COMPANY] Products in the first year and 3 products in the second year.

4. TERM AND TERMINATION. The term of this Agreement will be for a period of two (2) years commencing on the date hereof, and will automatically renew for successive one (1) year terms (such initial term and any renews thereof to be referred to in this Agreement as the “Term”), absent written notice to the contrary from one party to the other at least sixty (60) days prior to the expiration of a term, except that either party may terminate earlier on thirty (30) days’ written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that, by the expiration of the thirty (30) day period, the breaching party has failed to cure such breach. During the sixty (60) day notice period, Client shall remain obligated to pay Compensation on [COMPANY] Products, but shall be free to source new products directly from product owners/rights holders in the Territory, and, [COMPANY] shall not be obligated to offer new products to Client. Upon termination of this Agreement, any monies owed by the Client to [COMPANY] shall be paid immediately. Client shall continue to pay Compensation to [COMPANY] so long as Client continues to purchase (or manufacture for sale) any [COMPANY] Product as defined in Schedule A.