ex10_9.htm


    
       

      
        	
                 

              	
                Exhibit
                  10.9

              


      

       

       

    

    
      
        	
                 

              	
                KABLE
                  DISTRIBUTION SERVICES, INC.

                DISTRIBUTION
                  AGREEMENT

              


      

    

    


    


    AGREEMENT
      made and entered into at New York, New York this 15th day of February 2007
      by
      and between SALON CITY. INC., a Nevada corporation, whose place of business
      is
      at 909 N. Palm Avenue. Ste 311. West Hollywood. CA 90069 (hereafter
PUBLISHER) and KABLE DISTRIBUTION SERVICES, INC. a Delaware
      corporation, with its executive offices at 505 Park Avenue, New York, New York
      (hereafter DISTRIBUTOR).

    


    1.           DEFINITIONS

    
      	
               

            	
              (a)

            	
              "Completion
                of Shipping" with respect to each issue of a Publication shall mean
                the
                date the PUBLISHER's printer completed shipping all
                copies of such issue to Distributor's Sales Outlets in accordance
                with
                DISTRIBUTOR's shipping instructions as stated on the
                Printer's Completion Notice.

            


    

    
      	
               

            	
              (b)

            	
              "Cover
                Price" with respect to each issue of a Publication shall mean the
                suggested retail selling price of such issue specified on the cover
                of
                each copy thereof.

            


    

    
      	
               

            	
              (c)

            	
              "Distributor's
                Estimated Final Net Billings" with respect to each issue of a Publication
                shall mean DISTRIBUTOR's estimate of what the Net
                Billings of such issue will be at such time as when all Returns have
                been
                received from Distributor's Sales
                Outlets.

            


    

    
      	
               

            	
              (d)

            	
              "Distributor's
                Sales Outlets" shall mean customers of
                DISTRIBUTOR.

            


    

    
      	
               

            	
              (e)

            	
              "Frequency"
                shall mean the number of times per year a Publication is published
                and
                distributed.

            


    

    
      	
               

            	
              (f)

            	
              "Net
                Billings" with respect to each issue of a Publication shall mean
                Publisher's Gross Billings with respect to such issue, less Return
                Credits
                with respect to such issue.

            


    

    
      	
               

            	
              (g)

            	
              "Off-Sale
                Date" with respect to each issue of a Publication shall mean the
                On-Sale
                Date of such Publication's next issue or such other date as designated
                by
                PUBLISHER and agreed to by DISTRIBUTOR,
                that all copies of such issue are scheduled to be removed from retail
                outlets for sale to the general
                public.

            


    

    
      	
               

            	
              (h)

            	
              "On-Sale
                Date" with respect to each issue of a Publication shall mean the
                date that
                such issue is actually placed in retail outlets for sale to the general
                public across the country.

            


    

    
      	
               

            	
              (i)

            	
              "Overpayment"
                with respect to a specific issue, or with regard to
                PUBLISHER's account, shall mean where the aggregate
                amount of all advance payments mode by DISTRIBUTOR to
                PUBLISHER or for its account, together with all returns,
                charges, allowances, discounts and other credits or reimbursements
                incurred or accrued to which DISTRIBUTOR shall be
                entitled for such issue, or all issues distributed by
                DISTRIBUTOR, exceeds the amounts due
                PUBLISHER for a specific issue, or in the aggregate, for
                all issues then distributed.

            


    

    
      	
               

            	
              (j)

            	
              "Printer's
                Completion Notice" with respect to each issue of a Publication shall
                mean
                a notice delivered to DISTRIBUTOR and executed by an
                appropriate representative of the printer of such issue, which shall
                certify the specific number of copies of such issue shipped in accordance
                with DISTRIBUTOR'S instructions, and the date of
                completion of such shipping,

            


    

    
      	
               

            	
              (k)

            	
              "Print
                Order" shall mean the agreed upon number of copies of a specific
                issue of
                the Publication(s) to be printed by PUBLISHER and which
                DISTRIBUTOR has agreed to
                distribute.

            


    

    
    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (l)

            	
              "Publisher's
                Billing Price" with respect to each issue of a Publication shall
                mean the
                amount charged DISTRIBUTOR by PUBLISHER
                for each copy of such issue distributed
                hereunder.

            


    

    
      	
               

            	
              (m)

            	
              "Publisher's
                Gross Billings" with respect to each issue of a Publication shall
                mean the
                product of Publisher's Billing Price with respect to such issue multiplied
                by the number of copies distributed hereunder in accordance with
                the
                Printer's Completion Notice with respect to such
                issue,

            


    

    
      	
               

            	
              (n)

            	
              "Publication(s)"
                shall mean the title(s) listed on Schedule "A" including any "one-shots,"
                annuals or titles derived therefrom, as amended from time to time
                to
                include any additional titles subsequently covered by the terms hereof
                as
                provided herein or as provided by agreement of the
                parties,

            


    

    
      	
               

            	
              (o)

            	
              "RDA"
                shall mean a retail display allowance offered by
                PUBLISHER or on its
                behalf, pursuant to
                PUBLISHER's authorized
                program, to retailers engaged in the sale-of
                PUBLISHER's
                Publication(s) for (i) each copy-sold of each Publication and/or
                (ii) a
                specified position in a retailer-sales
                fixture.

            


    

    
      	
               

            	
              (p)

            	
              "Returns"
                with respect to each issue of a Publication shall mean any and all
                copies
                of such issue returned for credit by Distributor's Sales Outlets
                pursuant
                to Paragraph 9 hereof and for which DISTRIBUTOR has
                issued such a credit.

            


    

    
      	
               

            	
              (q)

            	
              "Return
                Credit" with respect to each issue of a Publication shall mean the
                product
                of Publisher's Billing Price multiplied by the number of Returns
                of such
                issue.

            


    

    
      	
               

            	
              (r)

            	
              "Settlement"
                shall mean the time when the Settlement Payment is due under Paragraph
                15(d).

            


    

    
      	
               

            	
              (s)

            	
              "Territory"
                shall mean Puerto Rico, U.S. Military over seas and all accounts
                outside the United States of America and
                Canada.

            


    

    
      	
               

            	
              (t)

            	
              "Non-ID
                Outlets" shall mean those Distributor's Sales Outlets which ore not
                generally considered by the industry as one of the "ID Wholesalers"
                or a
                sales outlet that sells to retailers who are not serviced by any
                "ID
                Wholesalers."

            


    

    
      	
               

            	
              (u)

            	
              "Non-ID
                Outlet Provider" shall-mean a third-party provider, such as IPD,
                Retail-Visions, Kable Specialty Services (formerly Deyco), that sells
                publications to Non ID Outlets-that it has obtained from
                DISTRIBUTOR or other
                national distributors or directly from
                publishers.

            


    

    


    2.        
       GRANT OF RIGHTS

    PUBLISHER
      hereby gives and grants unto the DISTRIBUTOR, effective as of
      the date of this Agreement, and during the term hereof (and any renewal term
      thereof) the sole and exclusive right to purchase from
PUBLISHER and to resell and distribute throughout the
      Territory, the Publication(s) of PUBLISHER, except that
PUBLISHER reserves the right to sell copies thereof
      to
      individual subscribers at subscription prices. All purchases shall be subject
      to
DISTRIBUTOR'S right to receive Return Credits for Returns as
      set forth in Paragraph 9 hereof.

    


    3.         TERM

    
      	
               

            	
              (a)

            	
              The
                term of this Agreement shall be for a period of three (3) years from
                the
                On-Sale Date of the first issue distributed hereunder and shall include
                all issues of all Publications whose scheduled On-Sale Date(s) ore
                prior
                to the expiration of such period. This Agreement shall automatically
                continue for successive terms of equal length thereafter unless either
                party hereto shall give written notice of its intention to terminate
                ("Notice of Termination") no less than ninety (90) days prior to
                the lost
                day of any such term; such Notice of Termination to be sent by as
                specified in Paragraph 25 of this
                Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              It
                is agreed that the On-Sale Date of the first issue to be distributed
                hereunder will be no later than two hundred and ten (210) days after
                the
                date of this Agreement and that the failure of PUBLISHER
                to comply with this provision shall give DISTRIBUTOR the
                unequivocal right to terminate this Agreement upon ten (10) days
                written
                notice thereof.

            


    

    


    
      	
               

            	
              (c)

            	
              Any
                and all of the respective rights and duties of the
                PUBLISHER and DISTRIBUTOR under this
                Agreement shall survive its termination with regard to copies of
                the
                Publication(s) distributed hereunder, the distribution of which had
                commenced before such termination.

            


    

    


    
      	
               

            	
              (d)

            	
              Termination
                of this Agreement for any reason shall not affect any right of either
                party to receive any money owed by the other party hereunder, the
                amount
                of which shall be calculated in the manner which would hove otherwise
                been
                required hereby, absent such termination. PUBLISHER shall
                not have the right to terminate this Agreement at any time that the
                PUBLISHER is indebted to the
                DISTRIBUTOR, for any reason whatsoever, without first
                reimbursing the DISTRIBUTOR to the full amount of such
                indebtedness.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.         REPRESENTATIONS

    
      	
               

            	
              (a)

            	
              PUBLISHER'S
                REPRESENTATIONS.PUBLISHER represents
                and warrants that (i) it is the sole and exclusive owner of all rights,
                including but not limited to, copyrights, titles, trademarks, trade
                names,
                trade dress, logos, formats, in and to the Publication(s) (collectively
                the "PUBLISHER'S Rights") and that such
                PUBLISHER'S Rights are not subject to any liens or
                encumbrances of any nature (and should said Rights be encumbered
                or be
                pursuant to a license, some has been disclosed to
                DISTRIBUTOR in writing); (ii) the rights herein granted
                to DISTRIBUTOR have not been granted to any other person,
                firm, or corporation; (iii) it has the right and authority to enter
                into
                this Agreement and to perform the obligations hereunder to be performed
                by
                PUBLISHER; (iv) there are no existing contracts,
                agreements or other arrangements which in any way whatsoever prevent
                or
                interfere with the PUBLISHER'S making and entering into
                this Agreement or performing hereunder; (v) that to the best of
                PUBLISHER'S knowledge, there are no suits or proceedings
                pending or threatened against or affecting PUBLISHER
                which, if adversely determined, would impair the Rights herein granted
                to
                DISTRIBUTOR or prevent PUBLISHER from
                performing hereunder; (vi) it will use its best good faith efforts
                to
                ensure that nothing contained in any Publication will be grounds
                for an
                action either to prevent distribution thereof or result in any claim
                for
                damages or governmental action by reason of the fact that the material
                contained therein is in violation of any federal, stole or local
                low or
                ordinance or in violation of any third party's rights, and (vii)
                that all
                actual issues of previously unpublished or re-launched Publication(s)
                shall substantially conform to the specimen copy(ies) or facsimile(s),
                or
                to any specifications or other descriptions, exhibited by
                PUBLISHER to DISTRIBUTOR prior to
                publication and distribution, and approved by
                DISTRIBUTOR.

            


    

    


    
      	
               

            	
              (b)

            	
              DISTRIBUTOR'S
                REPRESENTATIONS.DISTRIBUTOR represents and
                warrants that (i) it has the right and authority to enter into this
                Agreement and to perform the obligations hereunder to be performed
                by
                DISTRIBUTOR; (ii) there ore no existing contracts,
                agreements or other arrangements which in any way whatsoever prevent
                or
                interfere with the DISTRIBUTOR'S making and entering into
                this Agreement or performing hereunder; and (iii) that to the best
                of
                DISTRIBUTOR'S knowledge, there are no suits or
                proceedings pending or threatened against or affecting
                DISTRIBUTOR which, if adversely determined, would impair
                the rights herein granted to DISTRIBUTOR or prevent
                DISTRIBUTOR from performing
                hereunder.

            


    

    


    5.         FIRST
      OPTION

    DISTRIBUTOR
      shall hove the first option to purchase from PUBLISHER, and to
      resell and distribute any and all additional periodical(s) or publication(s)
      intended to be published by PUBLISHER during the term of this
      Agreement (or any other renewal term thereof) on the same terms and conditions
      as set forth in this Agreement. PUBLISHER shall promptly notify
      the DISTRIBUTOR in writing of its intention to publish and
      distribute any such additional publications), and DISTRIBUTOR
      shall, within fifteen (I5) days after receipt of said written notification,
      advise PUBLISHER of its willingness or refusal to distribute
      any such additional publication(s).

    


    6.         NUMBER
      OF COPIES, COVER PRICE AND FREQUENCY

    
      	
               

            	
              (a)

            	
              The
                Cover Price, the Print Order and the Frequency of each issue of the
                Publication(s) shall be as PUBLISHER and
                DISTRIBUTOR shall mutually agree upon, approval not to be
                unreasonably withheld by DISTRIBUTOR.
                PUBLISHER agrees to deliver, or promptly cause to be
                delivered, and DISTRIBUTOR agrees to distribute, the
                agreed upon number of copies of each issue of the Publications) with
                the
                assigned bipod number, Universal Product Code Symbol and Cover Price
                imprinted on the front cover of each copy thereof to
                DISTRIBUTOR'S Sales Outlets designated by
                DISTRIBUTOR in accordance with
                DISTRIBUTOR'S shipping instructions.
                PUBLISHER further agrees that only copies distributed by
                DISTRIBUTOR shall have the Universal Product Code Symbol
                and the bipod number assigned by DISTRIBUTOR imprinted on
                the front cover.

            


    

    


    
      	
               

            	
              (b)

            	
              In
                the event that PUBLISHER and DISTRIBUTOR
                do not mutually agree upon Cover Price, Print Order and/or the Frequency
                of each issue, PUBLISHER shall hove the option to require
                DISTRIBUTOR to take, and use its best efforts to sell,
                such copies, subject to the following: (i) in the case there is no
                mutual
                agreement on the Print Order to be distributed to
                DISTRIBUTOR'S Sales Outlets, DISTRIBUTOR
                shall calculate any advances that may be due pursuant to Section
                15 using
                an amount equal to the average number of copies distributed by
                DISTRIBUTOR for such Publication(s) for the twelve (12)
                month period prior to the issue for which disagreement exists when
                calculating PUBLISHER's Gross Billings and Distributor's
                Estimated Final Net Billings; (ii) in the case there is no mutual
                agreement on the Cover Price, DISTRIBUTOR shall pay
                advances in an amount equal to the Cover Price for the immediately
                preceding issue of the Publication in question; (iii) in the case
                there is
                no mutual agreement on the Frequency, DISTRIBUTOR shall
                pay advances only on the frequency agreed upon in Schedule "A" hereto.
                The
                calculations contained in 6(b)(i), (ii) and (iii) shall be in effect
                until
                three (3) issues with the new Print Order, Cover Price or Frequency
                have
                reached Settlement under Paragraph 15(d), after which the provisions
                of
                Paragraph 15(b) and (c) will apply.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    7.         TRANSPORTATION
      AND RELATED COSTS

    PUBLISHER
      shall pay all transportation costs, including without limitation, insurance
      costs, Canadian Goods and Service Tax (hereafter GST),
      import-export charges or tariffs and other duties, relating to the shipment
      of
      each issue of the Publication(s) to Distributor's Sales Outlets.

    


    8.         PUBLISHER'S
      BILLING PRICE, FOREIGN CURRENCY

    
      	
               

            	
              (a)

            	
              The
                Publisher's Billing Price to DISTRIBUTOR shall be in
                accordance with the price(s) set forth in Schedule "A"; provided,
                however,
                that upon any change in the Cover Price of a Publication, the Publisher's
                Billing Price shall automatically be revised pro rata with
                respect to the issues with the changed Cover Price so that the ratio
                of
                Publisher's Billing Price to Cover Price shall remain consistent
                with that
                determined by reference to the prices then in effect in Schedule
                "A",
                which shall, following each change in Cover Price, be deemed amended
                with
                or without a written amendment as otherwise required by Paragraph
                29(a).

            


    

    


    
      	
               

            	
              (b)

            	
              All
                monies which may be due PUBLISHER pursuant to the terms
                of this Agreement shall be paid in United States dollars.
                PUBLISHER will reimburse DISTRIBUTOR for
                any losses realized by DISTRIBUTOR due to a difference in
                foreign exchange rates, including those of Canada, on monies received
                from
                Distributor's Sales Outlets in payment for Publication(s) distributed
                hereunder, and DISTRIBUTOR agrees to pay
                PUBLISHER any gains realized due to said difference.
                DISTRIBUTOR has the right to make any adjustments for
                foreign exchange rates prior to making any payment(s) to
                PUBLISHER.

            


    

    


    9.         RETURNS

    
      	
               

            	
              (a)

            	
              DISTRIBUTOR
                has the option and is authorized to accept as Returns from Distributor's
                Sales Outlets the following: whole copies, front covers, headings
                of front
                covers, and affidavits or statements of returns including those
                electronically transmitted, of the Publication(s).
                DISTRIBUTOR has the exclusive right to determine the
                method of return from Distributor's Sales Outlets.
                DISTRIBUTOR is specifically authorized by
                PUBLISHER to destroy or arrange for the destruction of
                said Returns at any time after receiving same in any manner deemed
                suitable by DISTRIBUTOR, unless at least thirty (30) days
                prior to the On-Sale Date of any particular issue of the Publication(s),
                PUBLISHER shall have given DISTRIBUTOR
                notice in writing of PUBLISHER'S request that the Returns
                of said issue be held for thirty (30) days after date of Settlement
                with
                respect thereof, if available, so that PUBLISHER can
                audit said Returns at its own cost and expense. Said audit and count
                must
                be mode by PUBLISHER during such thirty (30) day period
                at the particular place of storage thereof maintained by
                DISTRIBUTOR at such time. PUBLISHER
                agrees not to request more than one (1) audit per year per Publication
                unless, as a result of two (2) or more prior audits, substantial
                discrepancies were discovered by
                PUBLISHER.  PUBLISHER shall
                reimburse DISTRIBUTOR for its expenses in connection with
                any such audits.

            


    

    


    
      	
               

            	
              (b)

            	
              In
                the event that DISTRIBUTOR has not received all Returns
                of any issue(s) distributed hereunder from any of the Distributor's
                Sales
                Outlets for any reason, including without limitation, that such outlets
                or
                that any one of them (i) are subject to the appointment of a receiver,
                or
                (ii) ore adjudicated a bankrupt after filing of a petition of voluntary
                or
                involuntary bankruptcy, or (iii) ore reorganized or managed by a
                trustee
                or committee of creditors under the Federal Bankruptcy Act, or (iv)
                are
                dissolved, terminated or no longer in business, or (v) are destroyed
                by
                fire, flood or other disaster, or (vi) are unable to return all unsold
                copies of any such issue due to strikes, lockouts, other labor disputes,
                casualty, bankruptcy or for any other reason, then
                DISTRIBUTOR shall be entitled to charge
                PUBLISHER for Returns from such Distributor's Sales
                Outlets, in on amount equal to the product of the average return
                percentage of the applicable Distributor's Sales Outlet(s) for such
                Publication(s) for the twelve (12) month period (or such lesser period
                if
                applicable) prior to the issue(s) for which DISTRIBUTOR
                has not received all Returns, multiplied by the number of copies
                received
                by said Distributor's Sales Outlet(s) for such
                issues(s).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (c)

            	
              In
                the event PUBLISHER desires to receive whole copy
                Returns, written notice of the quantities thereof desired, and the
                address
                to which such whole copy Returns shall be sent, shall be supplied
                to
                DISTRIBUTOR not less than thirty (30) days prior to the
                On-Sale Date of such issue. PUBLISHER shall pay
                DISTRIBUTOR its then standard packing and handling fees
                for whole copy returns received and/or shipped by
                DISTRIBUTOR. PUBLISHER shall also
                reimburse DISTRIBUTOR for all direct costs incurred by
                DISTRIBUTOR, including all shipping costs, all container
                costs and all costs charged by Distributor's Sales Outlets, for arranging,
                receiving and delivering such whole copy Returns. Upon receipt of
                such
                written notice requesting whole copy Returns, the sole obligation
                of
                DISTRIBUTOR in this regard shall be to make written
                request for the same from Distributor's Sales Outlets, it being understood
                and agreed that nothing herein contained shall require
                DISTRIBUTOR to take any other action with respect to such
                request. PUBLISHER represents and warrants that it will
                only use said whole copy Returns to fulfill subscription orders or
                for
                other purposes, provided that PUBLISHER has employed
                safeguards, reasonably satisfactory to DISTRIBUTOR, that
                ensure that such whole copy returns do not re-enter
                DISTRIBUTOR'S
                system.

            


    

    


    10.        RDA
      – Deleted

    


    11.       DISCOUNTS
      AND ALLOWANCES

    PUBLISHER
      shall pay DISTRIBUTOR for any and all discounts and allowances,
      which are in excess of DISTRIBUTOR'S national billing discount
      for each Publication, made by DISTRIBUTOR to any of
      Distributor's Sales Outlets in locations where special labor conditions and/or
      other situations and conditions exist causing such discounts or allowances,
      together with any other discounts, allowances and programs issued by
PUBLISHER.

    


    12.        RISK
      OF LOSS; SHORTAGES, ETC.

    Any
      loss,
      shortage, destruction of, or damage to copies of any issue(s) of each
      Publication, including, but not limited to, any loss, shortage, or damage to
      such copies as reported by DISTRIBUTOR'S Sales Outlets and for
      which credits are claimed, or to any Returns as defined in Paragraph 9 hereof,
      shall at all times be at the risk of and be borne solely by
PUBLISHER, and DISTRIBUTOR shall be entitled
      to charge PUBLISHER's account with DISTRIBUTOR
      for such copies, and some may be deducted by DISTRIBUTOR from
      any sums otherwise due PUBLISHER. The parties specifically
      agree that credits granted to DISTRIBUTOR's Sales Outlets by
DISTRIBUTOR for shortages, lost or damaged copies
      shall be
      conclusive and binding upon the PUBLISHER, and upon
PUBLISHER's written request DISTRIBUTOR shall
      furnish to PUBLISHER such information
DISTRIBUTOR may hove with respect to any loss, shortage,
      destruction or damage. The right and responsibility of filing any shortage
      claims with the shipper of record and/or carrier is the obligation of the
PUBLISHER; provided, however, that DISTRIBUTOR
      shall assist PUBLISHER in the filing of such claims. In the
      event that DISTRIBUTOR shall recover any part of such loss,
      then the DISTRIBUTOR shall include same in Net Billings and
      shall charge PUBLISHER the DISTRIBUTOR'S
      actual costs, including counsel fees and other expenses, incurred in recovering
      such loss; however, DISTRIBUTOR shall not be under any
      obligation to institute any action or proceeding for recovery of any such loss.
      In the event PUBLISHER recovers any part of such loss directly
      from the shipper or other third party, PUBLISHER will pay
DISTRIBUTOR a sum equal to the amount
DISTRIBUTOR would have earned if
      such recovery were included in
      Net Billings for such Publication, or in the alternative,
DISTRIBUTOR may deduct such sums from any payments thereafter
      due PUBLISHER or charge PUBLISHER's
      account.

    


    13.        PROMOTION
      AND SOLICITATION COSTS

    PUBLISHER
      shall at its own expense provide DISTRIBUTOR with reasonable
      quantities of promotional materials for DISTRIBUTOR's use.
PUBLISHER shall pay DISTRIBUTOR far all direct
      costs in connection with all promotion and solicitation mailings, including
      those associated with PUBLISHER'S RDA program, made for
PUBLISHER'S Publications. If PUBLISHER
      requests DISTRIBUTOR to incur advertising or promotional
      expenses on behalf of PUBLISHER or for any of the
      Publication(s), PUBLISHER shall pay
DISTRIBUTOR for all such expenses.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    14.        MISCELLANEOUS
      CHARGES

    PUBLISHER
      shall pay DISTRIBUTOR for the following charges:

    
      	
               

            	
              (a)

            	
              Administration
                fee of
                DELETED.

            


    

    


    
      	
               

            	
              (b)

            	
              Fee
                of DELETED dollars for producing a galley for any issue
                which is cancelled or for producing any additional shipping galleys
                occasioned by PUBLISHER's errors, omissions or failure to
                notify DISTRIBUTOR of changes on a timely
                basis.

            


    

    


    (c)           Any
      reshipment charges incurred by DISTRIBUTOR.

    


    
      	
               

            	
              (d)

            	
              Any
                other charges or expenses incurred by DISTRIBUTOR
                specifically on PUBLISHER's behalf or for its
                Publication(s).

            


    

    


    15.        PAYMENTS
      TO PUBLISHER

    DISTRIBUTOR
      shall pay PUBLISHER the Net Billings of each issue of each
      Publication distributed pursuant to this Agreement, less all credits to which
      DISTRIBUTOR shall be entitled, as follows:

    


    
      	
               

            	
              (a)

            	
              GST
                Advance Payment:
                 DISTRIBUTOR
                shall advance and pay on
                PUBLISHER'S behalf.-an
                amount equal to the Goods and Services Tax ("GST") required to be
                paid to
                the Canadian government with respect-to the copies of each issue
                of the
                Publications distributed in Canada; said GST advance to ho deducted
                from
                the Initial Advance Payment required in-sub paragraph li(b) hereof,-and
                the GST Advance shall be repaid by
                DISTRIBUTOR to
                PUBLISHER DELETED
                after payment by
                DISTRIBUTOR of the
                Initial Advance Payment for such
                issue.

            


    

    


    
      	
               

            	
              (b)

            	
              Initial
                Advance Payment:  On the DELETED
                day after the on-sale date, DISTRIBUTOR shall
                pay PUBLISHER on amount equal to DELETED
                of Distributor's Estimated Final Net Billings commencing with
                the  first issue, less the GST Advance Payment for such issue
                and less a reasonable reserve for discounts and allowances pursuant
                to
                paragraph 11, such reserve to be accounted for at the time of the
                Second
                Advance Payment under sub-paragraph 15(c). The Initial Advance Payment
                shall continue on subsequent issues if in DISTRIBUTOR'S
                judgment the sales warrant them. It is understood and agreed that
                DISTRIBUTOR'S obligation to make the Initial Advance
                Payment for any issue shall be conditioned upon timely shipment by
                PUBLISHER of the particular issue to meet its scheduled
                On Sale Date, and that PUBLISHER is in compliance with
                all of the terms of this Agreement.

            


    

    


    
      	
               

            	
              (c)

            	
              Second
                Advance Payment:  On the DELETED
                day following the Off-Sale Date of such issue of each Publication,
                DISTRIBUTOR shall pay PUBLISHER an
                amount equal to DELETED of Distributor's Estimated Final
                Net Billings with respect to such issue, less the aggregate amount
                of the
                following: the Initial Advance Payment made by
                DISTRIBUTOR to PUBLISHER for such issue,
                the GST Advance Payment, and all charges, allowances, discounts,
                other
                advances and other credits and reimbursements incurred or accrued
                to which
                DISTRIBUTOR shall be entitled. If, at the time of the
                Second Advance Payment date of any issue, the previous advances mode
                by
                DISTRIBUTOR to PUBLISHER for that issue
                exceed the amount due as a result of the Second Advance Payment
                calculation, then DISTRIBUTOR may deduct such excess from
                any monies due or thereafter due PUBLISHER pursuant to
                this Agreement or any other Agreement between the parties, or
                alternatively, DISTRIBUTOR shall have the option to
                invoice PUBLISHER for such excess, and
                PUBLISHER agrees to pay such invoice within ten (10) days
                thereafter.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (d)

            	
              Settlement
                Payment:  On the DELETED day
                following the Off-Sale Date of such issue of each Publication
                DISTRIBUTOR shall pay PUBLISHER an
                amount equal to the Net Billings with respect to such issue, less
                the
                aggregate amount of the following: all advance payments made by
                DISTRIBUTOR to PUBLISHER or for its
                account, and all charges, allowances, discounts and other credits
                or
                reimbursements incurred or accrued to which DISTRIBUTOR
                shall be entitled for such issue or which hove been incurred or accrued
                by
                DISTRIBUTOR for other issues and which were not
                previously deducted, and any reserve DISTRIBUTOR, in its
                sole reasonable judgment, estimates is needed for Return Credits
                for
                Returns and RDA claims and yet to be received. The calculation of
                the
                Settlement Payment shall be set forth on a "PUBLISHER
                Statement" prepared by the DISTRIBUTOR and sent at the
                time of the Settlement Payment to PUBLISHER together with
                the amount shown due, if any. In the event that the
                PUBLISHER Statement indicates on Overpayment or other
                amount due DISTRIBUTOR, then DISTRIBUTOR
                may deduct such Overpayment from any monies due or thereafter due
                PUBLISHER, and/or require PUBLISHER to
                pay DISTRIBUTOR for such Overpayment within five (5)
                business days after request for same.  Any Returns received
                and/or charges or credits incurred or accrued by
                DISTRIBUTOR with respect to any issue of
                PUBLISHER'S Publication(s) subsequent to the preparation
                of the PUBLISHER Statement with respect to such issue of
                the Publications) shall be included as a credit to
                DISTRIBUTOR on any subsequent PUBLISHER
                Statement and deducted from any monies thereafter payable to
                PUBLISHER, or DISTRIBUTOR at its option
                may require PUBLISHER to pay DISTRIBUTOR
                for any such charges and credits within five (5) business days after
                request for some. PUBLISHER agrees to accept any
                PUBLISHER Statement from DISTRIBUTOR as
                an account stated and the items therein enumerated as true and correct,
                except as to any specific item or items appearing therein to which
                the
                PUBLISHER may object in writing within thirty (30) days
                from the date of the mailing of said
                Statement.

            


    

    


    
      	
               

            	
              (e)

            	
              If,
                at any time after an issue has been On-Sale for at least thirty (30)
                days,
                the DISTRIBUTOR, in its reasonable judgment, determines
                that the total of advance payments, disbursements, allowances, discounts
                and other credits incurred or accrued for which
                DISTRIBUTOR shall be entitled to reimbursement, are in
                excess of Distributor's Estimated Final Net Billings with respect
                to such
                issue, then DISTRIBUTOR may deduct any such excess from
                any payments thereafter due PUBLISHER, or
                DISTRIBUTOR at its option may require
                PUBLISHER, and PUBLISHER agrees, to pay
                DISTRIBUTOR for such excess within five (5) business days
                following DISTRIBUTOR's request for
                same.

            


    

    


    
      	
               

            	
              (f)

            	
              Notwithstanding
                anything in this Agreement to the contrary, DISTRIBUTOR
                may at any time withhold any funds otherwise due
                PUBLISHER and apply same to any monies due and owing to
                DISTRIBUTOR from
                PUBLISHER.

            


    

    


    (g)           No
      advances or other payments shall be payable by DISTRIBUTOR to
PUBLISHER:

    


    
      	
               

            	
              (i)

            	
              For
                any issue(s) for which DISTRIBUTOR has exercised its
                right not to distribute pursuant to Paragraph 19 hereof,
                or

            


    

    


    
      	
               

            	
              (ii)

            	
              For
                any issue(s) of any Publication if DISTRIBUTOR has reason
                to believe PUBLISHER will not continue to publish further
                issues of said Publication as provided for in this Agreement,
                or

            


    

    


    
      	
               

            	
              (iii)

            	
              For
                the last two (2) issues of each Publication to be distributed by
                DISTRIBUTOR for PUBLISHER hereunder
                subsequent to the giving by either party to the other a Notice of
                Termination pursuant to Paragraph 3 of this
                Agreement.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (h)

            	
              Final
                Settlement Payment.  The Final Settlement Payment
                for the last two (2) issues of each Publication to be distributed
                by
                DISTRIBUTOR under this Agreement, or for the two (2)
                issues immediately preceding a Notice of Termination pursuant to
                Paragraph
                15(g)(iii), shall be made by DISTRIBUTOR to
                PUBLISHERDELETED days after the Off-Sale
                Date of the last issue of all Publication(s) being terminated.
                DISTRIBUTOR shall be entitled to withhold a reasonable
                reserve from the sum otherwise due PUBLISHER from the
                Settlement Payment of such last two (2) issues. Said reserve shall
                be in
                an amount equal to (i) DISTRIBUTOR'S estimate of Return
                Credits for Returns yet to be received, (ii)
                DISTRIBUTOR'S estimate of RDA claims yet to be received
                from retailers participating in PUBLISHER'S RDA program
                as set forth in Paragraph 10 hereof, {iii) the amount which
                DISTRIBUTOR estimates will be needed to reimburse
                DISTRIBUTOR for charges, allowances and discounts to be
                made or given on behalf of PUBLISHER and, (iv) for such
                other credits for which DISTRIBUTOR will be entitled to
                be reimbursed, which will or may be incurred subsequent to the preparation
                of the PUBLISHER Statement for such last two (2) issues.
                In the event that such reserve is insufficient, PUBLISHER
                agrees to pay DISTRIBUTOR any such sums within ten (10)
                days following DISTRIBUTOR'S request
                thereof.

            


    

    


    
      	
               

            	
              (i)

            	
              The
                parties agree that payment(s) for copies of Publications distributed
                to
                Distributor's Sales Outlets located outside the United States of
                America
                and Canada will be made DELETED later than the dates
                indicated in Paragraphs 15(c), 15(d) and
                15(h).

            


    

    


    
      	
               

            	
              (j)

            	
              Any
                and all Overpayments shall be repaid by PUBLISHER to
                DISTRIBUTOR upon termination of this Agreement or at such
                time as DISTRIBUTOR shall have discontinued distributing,
                for any reason whatsoever, any Publication, or any particular issue
                of any
                Publication.

            


    

    


    
      	
               

            	
              (k)

            	
              The
                respective obligations of PUBLISHER and
                DISTRIBUTOR under this Paragraph 15 shall survive the
                termination of this Agreement.

            


    

    


    16.        INDEMNIFICATION

    
      	
               

            	
              (a)

            	
              PUBLISHER
                shall indemnify, hold harmless and promptly reimburse the
                DISTRIBUTOR, and Distributor's Sales Outlets and their
                retail outlets and all of their respective officers, directors, employees,
                agents and representatives (here collectively referred to as Distributor
                Indemnities), from and against any losses, damages, fines, judgments,
                expenditures, claims, reasonable counsel fees, legal and court expenses,
                bond and bail charges and premiums, as well as any and all other
                costs of
                any kind or nature, resulting from defending or settling any claims,
                civil
                or criminal actions or proceedings and/or supplementary proceedings,
                or in
                connection with any inquiries, proceedings or actions by any federal,
                state, local and/or any other governmental agencies or authorities
                (collectively "Claims") which in anyway relate to, or arise from
                or by
                reason of: (i) the title, contents or any printed matter contained
                within
                any of the Publication(s), including, but not limited to, editorial
                contents, photographs, pictures, cartoons, caricatures, drawings
                or other
                artwork, advertisements, and classifieds, whether contained on any
                cover,
                or any page or advertisement contained in or for said Publication(s),
                or
                any promotional material for PUBLISHER or the
                Publication(s); (ii) the breach or alleged breach of any of
                PUBLISHER'S representations and warranties contained in
                Paragraph 4 of this Agreement, (iii) any services performed, or terms
                or
                programs offered by DISTRIBUTOR pursuant to the specific
                request of PUBLISHER, or pursuant to incorrect
                information supplied by PUBLISHER, or (iv) any other act
                of PUBLISHER or omission relating to or affecting the
                distribution or sale of the Publication(s) or relating to or affecting
                the
                services performed by any of the Distributor indemnities in connection
                with the Publications.

            


    

    


    
      	
               

            	
              (b)

            	
              DISTRIBUTOR
                shall indemnify, hold harmless and promptly reimburse the
                PUBLISHER and its officers, directors, employees, agents
                and representatives (here collectively referred to as
                PUBLISHER indemnities), from and against any losses,
                damages, fines, judgments, expenditures, claims, reasonable counsel
                fees,
                legal and court expenses, bond and boil charges and premiums, as
                well as
                any and all other costs of any kind or nature, resulting from defending
                or
                settling any third party claims, civil or criminal actions or proceedings
                and/or supplementary proceedings, or in connection with any inquiries,
                proceedings or actions by any federal, state, local and/or any other
                governmental agencies or authorities (collectively "Claims") relating
                to
                (i) the breach or alleged breach of any of DISTRIBUTOR'S
                representations and warranties contained in Paragraph 4 of this Agreement,
                or (ii) any wrongful act or omission of DISTRIBUTOR
                arising from the services performed hereunder by
                DISTRIBUTOR, except DISTRIBUTOR shall
                have no liability under this subparagraph 16(b) for the following:
                (1)
                where any Claims arose from services performed by
                DISTRIBUTOR pursuant to the specific request of
                PUBLISHER; (2) where any Claims arose pursuant to
                incorrect information supplied by PUBLISHER; (3) from
                discounts and allowances pursuant to Paragraph 11 of this Agreement;
                or
                (4) unless such Claims arise from DISTRIBUTOR'S
                intentional acts not in the ordinary and usual course of
                DISTRIBUTOR'S business activities and/or are outside
                usual or common industry practices and activities. If any such is
                claim is
                brought against two or more national distributors and/or
                PUBLISHER's on common issues of fact or low, it shall be
                presumed that such a claim is not one for which
                DISTRIBUTOR shall be liable to indemnify, hold harmless
                or otherwise reimburse
                PUBLISHER.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (c)

            	
              If
                any such Claim is brought or made against the aforesaid Indemnities,
                such
                Indemnities shall have the right, at the indemnifying party's expense,
                to
                retain counsel of its own choosing for itself, and in the case of
                Distributor's indemnities, DISTRIBUTOR shall have the
                right to (i) retain counsel of its own choosing for itself and/or
                Distributor's Sales Outlets and/or their retail outlets and/or (ii)
                authorize the retention of counsel by Distributor's Sales Outlets
                and/or
                their retail outlets. If the indemnifying party shall also be named
                a
                party thereto, such party shall hove the right to its own counsel
                at its
                expense. The indemnified party shall give the indemnifying party
                notice of
                any such suits, proceedings, actions, claims or demands as soon as
                practicable after receipt of same. Participation in the defense of
                any
                action by a party's counsel at such party's cost and expense shall
                not
                affect the indemnifying party's obligation to indemnify
                hereunder.

            


    

    


    
      	
               

            	
              (d)

            	
              Both
                parties agree that neither shall have the right to compromise or
                settle
                any Claim in which the other is named unless said other party is
                given ten
                (10) days notice and the opportunity to join in such compromise or
                settlement which shall result in a full and final release of all
                Claims
                against both parties.

            


    

    


    
      	
               

            	
              (e)

            	
              During
                the pendency of any such Claim, DISTRIBUTOR may withhold
                payments as security, to the extent reasonably necessary, which otherwise
                would be due to the PUBLISHER under this or any other
                agreement between PUBLISHER and
                DISTRIBUTOR.  DISTRIBUTOR may
                apply the payments so withheld to satisfy in whole or in part,
                PUBLISHER'S obligations under this Paragraph
                16.

            


    

    


    
      	
               

            	
              (f)

            	
              PUBLISHER
                will name DISTRIBUTOR as an additional named insured
                under any PUBLISHER'S liability insurance carried by
                PUBLISHER and will deliver a certificate of such
                insurance to
DISTRIBUTOR.

            


    

    


    (g)           Each
      party's respective obligations hereunder shall survive the termination of this
      Agreement.

    


    17.        GALLEYS
      AND SHIPPING INSTRUCTIONS

    DISTRIBUTOR
      shall supply the PUBLISHER, or at PUBLISHER's
      request, its printer or forwarding agent with one set per issue of shipment
      galleys, shipping instructions and labels designating the names and addresses
      of
      Distributor's Sales Outlets specifying the number of copies of each issue of
      each Publication to be sent to each of them or computer topes containing such
      information or electronically transmit such information, sufficiently in advance
      of the Completion of Shipping with respect to such issue so that such issue
      can
      he shipped to arrive at Distributor's Sales Outlets receiving point(s) prior
      to
      the On-Sale Date of such issue.

    


    18.        ACCESS
      TO RECORDS

    DISTRIBUTOR
      shall give PUBLISHER or its duly authorized representatives,
      during business hours, reasonable access on an annual basis to
DISTRIBUTOR's draw, sale and Return figures relating to each
      issue of the Publication(s) and other necessary records in support of all items
      of charges and credits made by DISTRIBUTOR to
PUBLISHER pursuant to this Agreement, and shall
      permit
PUBLISHER at its own cost and expense reasonable access, to
      inspect and make copies of the same; said records to be maintained for a period
      of twelve (12) months following the Off-Sale Date of each issue of each
      Publication.

    


    19.        DISTRIBUTOR'S
      RIGHT TO REFUSE DISTRIBUTION

    Anything
      to the contrary in this Agreement notwithstanding, in conjunction with a good
      faith attempt to give prior notice to PUBLISHER, and time
      permitting, and without incurring any liability thereof, the
DISTRIBUTOR may, refuse to distribute any issue(s) of any
      Publication(s) covered by this Agreement, or at its option exercise the right
      to
      terminate this Agreement, if it comes to the attention of
DISTRIBUTOR, at any time through an officer of the court, that
      such issue(s) may contain matter in violation of law or the rights of any third
      party, or if such Publication shall be refused the use of the moils by the
      United States Postal Service or such public corporation as may then exist for
      the handling of mail, or if any such issue is refused entry into the United
      States or Canada. In the event DISTRIBUTOR refuses distribution
      hereunder with respect to an issue of a Publication no payments shall be due
      PUBLISHER under Paragraph 15 with respect to such issue.
      Distribution of any issue of any Publication(s) covered by this Agreement or
      receipt of promotional copies does not and shall not establish nor constitute
      knowledge or approval by the DISTRIBUTOR of the contents of
      such issue. The PUBLISHER is aware that
DISTRIBUTOR does not regularly, and is not obligated
      to,
      examine or pass upon any issues of the Publication(s). Nothing contained in
      this
      Paragraph 19 shall affect any rights of DISTRIBUTOR under
      Paragraph 16.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    20.       
      FORCE MAJEURE

    Neither
      party shall be liable for any damage due to causes beyond its control, including
      but not limited to, acts of civil or military authority, orders, rules or other
      actions by appropriate regulatory authorities, labor difficulties, fire, flood,
      power failure, or other natural or human catastrophes, acts of God, national
      emergencies, quarantine, insurrection, riots and failure of transportation
      and
      equipment, nor shall any of the above be deemed a default by either
      party.

    


    21.       RELATIONSHIP
      OF PARTIES

    It
      is
      understood and agreed that the relationship between PUBLISHER
      and DISTRIBUTOR is that of creditor and debtor. All monies paid
      by, or due and owing from Distributor's Sales Outlets for copies of said
      Publication(s) not returned to DISTRIBUTOR, ore and shall at
      all times belong to and remain the absolute property of the
DISTRIBUTOR. It is further agreed that
DISTRIBUTOR is not the agent of the PUBLISHER
      except in connection with any services performed pursuant to Paragraph 10 of
      this Agreement, nor is PUBLISHER the agent of
DISTRIBUTOR. Further, this Agreement does not constitute
      and
      shall not be construed as constituting a partnership of joint venture between
      PUBLISHER and DISTRIBUTOR. Neither party shall
      have any right to obligate or bind the other party in any manner whatsoever,
      except as otherwise specifically set forth herein, and nothing herein contained
      shall give, or is intended to give, any right of any kind whatsoever to any
      third persons.

    


    22.        ASSIGNMENTS,
      RIGHT TO TERMINATE, SALE OF ASSETS

    
      	
               

            	
              (a)

            	
              Right
                of Assignment of Agreement.  Neither party shall
                hove the right to assign or otherwise transfer its interest in this
                Agreement without the prior written consent of the other party hereto,
                such consent not to be unreasonably withheld. Any consent granted
                by
                either party to any such assignment or transfer shall not be deemed
                a
                waiver, in any subsequent case, of the prohibition contained herein.
                However, nothing herein contained shall prevent either party hereto
                from
                assigning this Agreement to any third party (hereinafter "assignee")
                in
                connection with the sale or transfer
                of:

            


    

    (i)   all
      or substantially all of the assets of such assigning party

    (ii)  the
      sale or transfer of a division of an assigning party

    provided
      the assignee assumes all liabilities and obligations of the assigning
      party.

    


    
      	
               

            	
              (b)

            	
              Right
                of Assignment of Payments from
                DISTRIBUTOR.  Nothing herein contained shall be
                construed to prevent PUBLISHER from assigning any right
                to receive any advance(s) or payment(s) which the
                DISTRIBUTOR may make to the PUBLISHER
                under this Agreement to any printer in connection with the production
                of
                any particular issue of any Publication covered by the Agreement
                provided,
                however, that such assignment shall be on a form provided by
                DISTRIBUTOR and shall expressly state therein that at all
                times the some is subject and subordinate in all respects to any
                and all
                of the rights of DISTRIBUTOR under this Agreement and
                under any other agreement between PUBLISHER and
                DISTRIBUTOR , and provided further that a copy of such
                assignment shall be first submitted and approved by
                DISTRIBUTOR at least forty (40) days prior to the On-Sale
                Date of the particular issue. PUBLISHER agrees to pay
                DISTRIBUTOR a thirty-five ($35.00) dollar administration
                fee for each assignment processed by DISTRIBUTOR, payable
                at the time the assignment is delivered to
                DISTRIBUTOR.

            


    

    


    
      	
               

            	
              (c)

            	
              Obligations
                of PUBLISHER on Sale or Transfer of Assets.  In the
                event PUBLISHER enters into an agreement to (i) sell,
                transfer or dispose of all or substantially all of the assets of
                PUBLISHER, or (ii) sell, transfer, assign, license or
                otherwise relinquish or dispose of any of its rights to any or all
                of the
                Publication(s) or their title(s) or trademark(s) covered under, or
                distributed pursuant to, this Agreement, to a third party (hereinafter
                "Acquiring Party"), then PUBLISHER guarantees that any
                such agreement between PUBLISHER and Acquiring Party
                shall contain a provision requiring at DISTRIBUTOR'S
                option, that either any such Acquiring Party be bound by and enter
                into an
                agreement assuming all the terms and conditions of this Agreement,
                relating to the title or titles acquired, including any liabilities
                to
                DISTRIBUTOR hereunder, or in the alternative, that the
                Acquiring Party enter into a New Distribution Agreement with
                DISTRIBUTOR under the same terms and conditions of this
                Agreement for a term equal to the then remaining term of this Agreement.
                However, any such sale, transfer, assignment or license, or the entering
                into of a New Distribution Agreement, shall not relieve
                PUBLISHER of any existing or estimated obligation or
                liability to DISTRIBUTOR, or any subsequent obligation or
                liability if same concerns Publications distributed prior to such
                sale,
                transfer, assignment or license (hereafter "Continuing Obligations").
                Any
                existing obligation together with any DISTRIBUTOR'S
                estimate of any sums to be owed, shall be paid by
                PUBLISHER prior to such sale, transfer, assignment or
                license of any Publications. Any continuing obligations of
                PUBLISHER shall be paid by PUBLISHER to
                DISTRIBUTOR upon demand. DISTRIBUTOR has
                the right to require that any proceeds to be paid by an Acquiring
                Party to
                PUBLISHER should first be paid to
                DISTRIBUTOR to satisfy any sums owed or estimated to be
                owed to DISTRIBUTOR by PUBLISHER
                hereunder. In the event that PUBLISHER fails to comply
                with its obligations hereunder and/or the Acquiring Forty refuses
                to be
                bound by all the terms and conditions of this Agreement with respect
                to
                the acquired Publications, or that the Acquiring Party foils to enter
                into
                its own new Distribution Services Agreement with
                DISTRIBUTOR under the same terms, conditions and
                obligations of this Agreement, PUBLISHER shall pay
                DISTRIBUTOR a Termination Fee equal to the revenue
                DISTRIBUTOR estimates it would have received for the
                remainder of the applicable Term of this
                Agreement.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    23.        ONE
      - SHOTS AND/OR ANNUALS

    Any
      one-shots and/or annuals derived from any of the Publication(s) as may hereafter
      be published shall be included in this Agreement on the same terms and
      conditions as set forth herein. Notwithstanding the foregoing, in the event
      the
DISTRIBUTOR wishes to change the amount and/or timing of
      advance payments and the timing of Settlement, the parties hereby agree to
      negotiate in good faith as to the amount and timing of such
      payments.

    


    24.       WAREHOUSING

    In
      the
      event that any Publication(s) or other materials of PUBLISHER
      are stored at DISTRIBUTOR'S warehouse(s),
PUBLISHER agrees to pay DISTRIBUTOR its
      standard handling and storage costs as they may be increased from time to time.
      PUBLISHER acknowledges and agrees that
DISTRIBUTOR is not liable for any losses to copies
      of
      Publications or other materials stored at DISTRIBUTOR'S
      warehouse(s) occasioned by fire, water damage, natural catastrophes, acts of
      God
      and/or theft, and that it is the obligation of the PUBLISHER to
      obtain insurance to cover any such loss at its own expense.
DISTRIBUTOR reserves the right to limit the amount of space
      allotted to PUBLISHER. PUBLISHER agrees to
      remove any Publication(s) or other material from DISTRIBUTOR's
      premises upon thirty (30) days notice. In the event PUBLISHER
      does not remove its property within such thirty (3D) day period,
DISTRIBUTOR may remove and dispose of same as it sees fit at
PUBLISHER's expense.

    


    25.        NOTICES

    Except
      as
      otherwise specifically provided herein, all notices permitted or required
      hereunder shall be in writing and shall be given by receipted personal delivery,
      registered or certified moil, or Federal Express (or similar overnight delivery
      service), at the respective addresses set forth below, or at such other address
      or addresses as may be designated by either party. Such notices shall be deemed
      given when moiled or delivered to the post office or such overnight delivery
      service, except that a notice of change of address shall be effective only
      from
      the date of its receipt. A copy of each notice shall be sent simultaneously
      to
      the following and/or to such other person(s) or address(es) as such parties
      shall designate to the other by written notice.

    


    TO
      DISTRIBUTOR:                                                                                     TO
      PUBLISHER:

    Kable
      Distribution Services,
      Inc.                                                                        Salon
      City, Inc.

    Attention:
      President                                                                                       
  Attention: President

    505
      Park
      Avenue                                                                                             
909 N. Palm Ave. Ste 311

    New
      York,
      NY
      10022                                                                                      West
      Hollywood. CA 90069

    


    with
      a
      copy to:

    Kable
      Distribution Services, Inc.

    Attention:
      Vice President of Finance

    16
      South
      Wesley Avenue

    Kable
      Square

    Mount
      Morris, IL 61054

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    26.       NON-DISCLOSURE

    
      	
               

            	
              (a)

            	
              The
                parties each acknowledge that the terms and conditions contained
                in this
                Agreement constitute confidential business information, and that
                therefore, each agree that they, their representatives, agents and
                employees will not disclose the terms and conditions of this Agreement
                to
                any person or organization except as otherwise provided in subparagraph
                (b) of this Paragraph 26.

            


    

    (b)           Notwithstanding
      the provisions of subparagraph (a) of this Paragraph 26 to the
      contrary,

    
      	
               

            	
              (i)

            	
              Either
                party may disclose the provisions of this Agreement to any potential
                purchaser, assignee, or licensee of any Publication or other asset
                of such
                party or to underwriters, accountants, lawyers, bankers or other
                lenders,
                or such other party or parties as such party may reasonably require
                in the
                ordinary course of business; provided that such potential purchaser,
                assignee, licensee, underwriter, accountant, lawyer, banker or other
                lender, or other party agree in writing to hold the provisions of
                this
                Agreement confidential in the same manner as required by the terms
                of this
                Paragraph 26; and

            


    

    
      	
               

            	
              (ii)

            	
              Either
                party may disclose the existence or provisions of this Agreement
                if
                required to do so by any court order or subpoena, or if in the reasonable
                opinion of its counsel it is required to do so by any state or Federal
                securities or other law or regulation;
                and

            


    

    
      	
               

            	
              (iii)

            	
              Either
                party may disclose the existence or any provisions of this Agreement
                if
                any such information has already been publicly
                disclosed.

            


    

    


    27.       CONSTRUCTION

    This
      Agreement shall be governed by and construed in accordance with the lows of
      the
      State of New York applicable to agreements executed and fully performed therein.
      The courts of New York (stole and federal) will have exclusive jurisdiction
      over
      any controversies regarding this Agreement: any action or proceeding which
      involves such a controversy will be brought only in those courts, in New York
      County. Any process in any such action or proceeding may, among other methods,
      be served by delivery or certified mail, return receipt requested. Any such
      delivery or mail service shall be deemed to have the some force and effect
      as
      personal service within the State of New York.

    


    28.       
      HEADINGS

    The
      headings in this agreement are for convenience or reference only, and shall
      not
      limit or otherwise affect the meaning hereof.

    


    29.       GENERAL

    
      	
               

            	
              (a)

            	
              No
                waiver of any breach of this Agreement shall be held to be a waiver
                of any
                other or subsequent breach. No waiver, modification or cancellation
                of any
                term or condition of this Agreement or any amendment thereto shall
                be
                effective unless executed in writing by the party to be charged.
                All
                remedies afforded by this Agreement shall he taken and construed
                as
                cumulative, that is, in addition to every other remedy provided herein
                or
                by law.

            


    

    
      	
               

            	
              (b)

            	
              In
                the event that the date on which any payment is to be made under
                this
                Agreement is a Saturday, Sunday, or legal holiday, the payment shall
                be
                made on the next business day
                thereafter.

            


    

    
      	
               

            	
              (c)

            	
              This
                Agreement shall be binding upon the parties hereto and their respective
                legal representatives, heirs, successors and
                assigns.

            


    

    
      	
               

            	
              (e)

            	
              No
                oral or other representations, understandings or agreements have
                been made
                or relied upon in the making of this Agreement other than those
                specifically set forth herein. This Agreement supersedes all existing
                agreements by and between the parties hereto and constitutes final
                expression of their agreement with respect to the subject matter
                hereof
                and is a complete and exclusive statement of the terms
                thereof.

            


    

    (f)        The
      Schedules attached to this Agreement are incorporated into and hereby made
      a
      part hereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto hove caused this Agreement to be executed
      by
      their duly authorized officers, as the day and year first written
      above.

    


    SALON
      CITY,
      INC.                                                                                KABLE
      DISTRIBUTION SERVICES, INC.

    "PUBLISHER"                                                                                     "DISTRIBUTOR"

    


    


    By:
      /s/ Steven
      Casciola                                                                              By:
/s/ Morace M. Smith

    Name
      and
      Title:  Steven
      Casciola,
      Pres/CEO                                              Name
      and Title:  Morace M. Smith,

                                 
      Vice President Client Services

    


    


    
      	
              SCHEDULE
                "A"

            
	 
	
              TITLE

            	
              FREQUENCY

            	
              COVER
                PRICE

              U.S.

            	
              PUBLISHER'S
                BILLING PRICE

              U.S.

            
	
              SALON
                CITY MAGAZINE

            	
              8x
                per year

            	
              $3.99

            	
              DELETED

            


    

    


    


    
      
        
        

      

      
        13