DISTRIBUTION AGREEMENT

made on this 12th day of June 2001

BETWEEN

                  HOME ART & SALES SERVICES AG
      a company incorporated under the laws of Switzerland,
   whose registered office is at Glarnerstrasse 88, CH - 8854
                      Siebnen, Switzerland
             (hereinafter referred to as "Home Art")

AND

            CREATIVE PARTNERS INTERNATIONAL INC. LLC
 a company incorporated under the laws of the State of Delaware,
                    United States of America,
 whose principal place of business is at 2118 La Granada Drive,
                    Thousand Oaks, California
                 91362, United States of America
           (hereinafter referred to as the "Company")

WHEREAS

A. Home Art supplies (or causes to be supplied) around the World
   consumer goods, including, inter alia, the Products (as
   herein defined).

B. Home  Art  wishes to appoint the Company and the  Company  has
   agreed to act as the exclusive distributor of the Products  in
   the  Territory (as herein defined) on the terms and conditions
   herein contained.

NOW IT IS HEREBY AGREED as follows:

1 DEFINITIONS

In this Agreement the following words shall have the following meanings:

i)  the "Products" shall mean the products (and spare parts therefor)
    contained in the patented vacuum system, limited however for the
    preservation of foodstuffs, such products bearing the VacSy", the
    "Zepter" and/or the "Zepter International" trademarks. All other vacuum
    applications used for (cigars, etc.) shall be excluded from this
    Agreement. A list of the Products as currently defined and the prices
    thereof is annexed hereto as Schedule A.

ii) "Quarter" shall mean the period of three months ending on 31st March,
    30th June, 30th September and 31st December of each year.

iii)the "Territory" shall mean the United States of America.

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iv) the "Trademarks" shall mean the VacSy", the "Zepter" and/or the "Zepter
    International" trademarks together with any other trademarks used on the
    Products supplied by Home Art to the Company during the Term.

2.APPOINTMENT

Subject  to the conditions set forth in this Agreement, Home  Art
hereby  appoints the Company, which accepts such  appointment  as
its  exclusive distributor for the Products to import,  sell  and
distribute all such Products in the Territory.

3. UNDERTAKINGS OF THE COMPANY

The Company undertakes:

i)  to use all reasonable means to ensure that the Products are imported into
    the Territory with a minimum of delay and to attend to and complete in a
    proper and efficient manner all necessary documents and formalities in
    connection therewith. In this respect, all permits, certificates and
    licenses required for-the importation, sale and use of the Products in the
    Territory are to be obtained by the Company if possible in the name of and
    to the benefit of Home Art (or its nominee);

ii) to use its best endeavours to initiate, extend and develop
the sale of the Products

in the Territory and not to do anything which may hinder or
interfere with such
sales. The Company will take Home Art's existing marketing
policies into
consideration;

iii)to pay or ensure payment, pursuant to clause 6 hereof, to
Home Art of all sums

due to Home Art in respect of sales of the Products (or spare
parts) in the Territory;

iv) not to make contracts on behalf of Home Art nor, without
Home Art's prior written

consent,to make any promises, representations, warranties or guarantees with
reference to the Products on behalf of Home Art or otherwise
incur any liability on
behalf of Home Art;

V)  to inform Home Art immediately of any changes in the
Company's organisation or

method of doing business which might affect the performance of
the Company's
duties hereunder. Furthermore, the Company shall designate a
contact person,
who must be able to communicate in English, to act as the
liaison between the
Company and Home Art in all matters relating to this Agreement;

vi) to observe all directions and instructions given to it by
Home Art in relation to the

promotion, sale, distribution and exploitation of the Products;

vii)to supply to Home Art on request market reports which shall
include information on

demand and competitive activity in relation to the Products.
Furthermore, the
Company shall inform Home Art of all information relevant to the
sales of the

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Products in the Territory including the Company's sales prices
and applicable rebates and any further information that may be
of interest to Home Art;

viii)to advise Home Art of all respective current statutory,
official and private
     regulations, directives, safety standards and other
requirements, including all
     amendments thereof, that are relevant to the Products in
the Territory and shall
     provide Home Art with the respective documentation and
regulations;
ix)  except with the prior express written consent of Home Art
not to assign, transfer,
     charge or make over this Agreement or its rights hereunder
or any part thereof nor
     to appoint sub-distributors hereunder;
X)   except with Home Art's prior written consent to purchase
the Products and spare
     parts therefor only from Home Art;

A)   not to manufacture or distribute during the Term of this
Agreement goods of the
     same description as the Products or goods in competition
with the Products in the
     Territory;
xii) to refrain outside the Territory from seeking customers for
the Products;

xiii)to refrain outside the Territory from establishing any branch or
maintaining any distribution depot for the sale of the Products;

xiv) to provide for customers of the Products in the Territory
an efficient maintenance
     after sales service and to maintain at the cost and risk of
the Company a stock of
     spare parts, accessories and ancillary equipment adequate
therefor;
xv)  to sell the Products under the Trademarks and only in those
packages and with
     those labels and packaging design supplied by Home Art, and
to cease using the
     Trademarks after any termination of this Agreement;
xvi) not to use the Trademarks otherwise than in accordance with
this Agreement;
xvii) not to give to any purchaser of the Products or to anyone,
any guarantee or
      warranty with respect to the Products or any instructions
for use or care of the
      Products, except those previously approved in writing by
Home Art;
xviii)to notify Home Art promptly after becoming aware of any of the
following in the Territory:

(a)any  claim of infringement and of the commencement against  it
   of  any  action  for  infringement of patents,  trademarks  or
   other  intellectual  property rights made or  brought  against
   the Company and relating to the Products;

(b)any unfair competition relating to the Products;

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(c)any infringement or suspected or threatened infringement by a
   third party of the intellectual property rights relating to
   the Products;

xix) to furnish Home Art (or its nominee) whatever reasonable
assistance may be
     required, at Home Art's request and expense, to enable Home
Art (or its nominee)
     to defend any claims or actions referred to in clause
3(xviii)a above made by a third
     party that may be threatened or filed against the Company;
and
xx)  to take such steps as the parties may agree, including the
institution of legal
     proceedings where necessary, in the name of one of the
parties or in the joint
     names of Home Art (or its nominee) and the Company in the
event of any
     infringement or alleged infringement referred to in clause
3(xviii)c above by a third
     party.

4. UNDERTAKINGS OF HOME ART

Home Art undertakes:

i)  to use its reasonable endeavours to comply with any delivery
schedule submitted
by the Company and agreed by Home Art. In the event of late
delivery, the
Company shall have no claim whatsoever against Home Art for
damages;

ii) to provide such information and support as may reasonably be
requested by the
Company to enable it properly and efficiently to discharge its
duties hereunder;

iii)to advise the Company in writing sixty (60) days prior to
its withdrawing or adding
any item to the Products available for distribution hereunder;

iv) to provide the Company with such advertising and publicity
materials relating to the
Products, in the English and/or the local language, as the
Company may
reasonably require. However said materials shall be at the
expense of the
Company.

5.TERM

Subject  to  clauses 9 and 11 below, this Agreement shall  remain
in  force for an initial term of five years commencing on June 1,
2001  and  terminating on May 31, 2006. However, su'6)ect  always
to  the Company sabsiying the minimum quantity requiTernents, set
ion1h   at   clause  9  below,  this  Agreement  shall   continue
automatically   for   an  indefinite  period  thereafter   unless
terminated  by  either party giving to the other  not  less  than
three  (3) months' written notice of termination expiring at  the
end of the initial 5-year term or at any time thereafter.

6. PRICES AND PAYMENTS

6.1. The Prices to be paid by the Company to Home Art for the
     Products shall be those prices referred to in the Price
     List attached hereto at Schedule A.

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6.2.The prices referred to in the Price Lists shall be fixed on
a semi-annual basis (i.e.,
from January 1 to June 30 and from July 1 to December 31 of each
year of the
Term). In the event that the prices change from one period to
the next, Home Art
shall give the Company at least two (2) months' prior written
notice of such change
(i.e., notification shall be given on or prior to April 30 and
October 30 for the
following semi-annual period).

6.3.The Company shall have the following payment options with
respect to the
Products:

(a) Either payment shall be made in advance by the Company to
Home Art.
Payment in advance shall mean prior to delivery of the Products
by Home
Art to the Company. For advance payments, the Company will
receive a
discount of 2% on the corresponding final invoiced amount; or

(b) The Company shall pay Home Art the amount provided in each
invoice
within thirty (30) days of the date of the invoice, which may be
issued by
Home Art on or at any time after delivery of the Products. In
such case,
payments to be made hereunder shall be supported by an
irrevocable
Letter of Credit, issued by a first class international bank
acceptable to
Home Art, to be opened five (5) working days prior to delivery
of the
Products and in the full amount representing the exact value of
the
Products, in a form and on terms and conditions acceptable to
Home Art.

7. EXPENSES

No  claims  for or deductions in respect of expenses incurred  by
the  Company in the performance of its functions and duties under
this  Agreement  shall be made or allowed except where  expressly
agreed to beforehand in writing by Home Art.

8. ORDERS / FORECASTS DELIVERY

8.1.All orders shall be on an Ex-Works (Switzerland) basis or on
an Ex-Works (Italy)
basis (Incoterms 2000), depending on the availability of the
Products. All duties,
import and/or export duties and such other taxes, tariffs and
surcharges of any
nature whatsoever now or hereafter levied or imposed in any
country or territory
either directly or indirectly in respect of the transfer of the
Products to the
Company's warehouse or payments for them and all freight costs
and insurance
costs from the place of delivery to the Company's warehouse will
be paid for by the
Company. Placing the Products at the disposal of the Company in
Home Art's
warehouse in Switzerland or in Italy shall constitute delivery
thereof to the
Company and from the point in time when the Products have been
placed at the
disposal of the Company, the Products shall be at the Company's
risk.

8.2.The Company shall provide th a three month rolling forecast
to Home Art (or its
nominee) by the fifteenth (15 ) day of every month. This
forecast will concern the

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request  for goods for the three months in the following quarter.
By  way  of  illustration therefore the Company will,  on  15  th
January,  provide  a  forecast in respect of goods  required  for
April, May and June.

8.3.The quantities required for the first (V) month of each
forecast shall be regarded
as a definitive order to Home Art.

8.4.As soon as practicable after receipt of the forecast Home
Art will send to the
Company a confirmation of the order for the deliveries scheduled
for the first (1s)
month referred to in the forecast.

8.5.The quantities provided in the forecast for the second (2 d
) and third (3rd) month of
each forecast may be revised (upwards or downwards) by a maximum
of ten
percent (10%).

8.6.The forecast is binding on the parties except in the case of
"Force Majeure".

9. MINIMUM QUANTITY REQUIREMENTS

9.1.Subject to clause 9.2 below, from September 1, 2001 to May
31, 2006, the

Company hereby undertakes to purchase from Home Art a minimum
quantity of
Products, the total value of which shall not be less than US$
44,000,000 (excluding
VAT, or the equivalent thereof). The purchase schedule for the
Term shall be as
follows:
                                          Minimum
                                       Purchaie Amount

From September 1, 2001 to November 30, 2001   US$        500,000
From December 1, 2001 to May 31, 2002         US$      4,000,000
From June 1, 2002 to November 30, 2002        US$      3,250,000
From December 1, 2002 to May 31, 2003         US$      3,250,000
From June 1, 2003 to November 30, 2003        US$      4,000,000
From December 1, 2003 to May 31, 2004         US$      4,000,000
                        004                    F~
From December 1, 2004 to May 31, 2005         US$      5,500,000
From June 1, 2005 to November 30, 2005US$7,000,000
From December 1, 2005 to May 31, 2006         US$      7,000,000

TOTAL                                 US$    44,000,000

9.2.The Company acknowledges that the UL approval for certain
Products, namely
VG-017, VG-017-P and VG - 010 as described in Schedule A hereto,
has been
requested and should be granted by September 1, 2001. However,
in the event
that such approval is not granted by September 1, 2001, then the
parties shall
negotiate the revision of the purchase schedule set forth above
in order to reflect
the actual date at which the approval is granted.

9.3.In the event that the Company fails to respect the purchase
schedule set forth at
clause 9.1 above, as may be amended in accordance with clause
9.2 above, or in

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any subsequent six-month period of the Term as may be extended,
then Home Art shall have the right to either revoke the
exclusive right of the Company to distribute the Products (such
that the right becomes non-exclusive), or to terminate this
Agreement, with immediate effect, by advising the Company by
written notice of its wish to do so.

9.4.In the event that the Company satisfies the minimum quantity
requirements
contained in the purchase schedule at clause 9.1 above, as may
be amended
pursuant to clause 9.2 above, then the parties shall negotiate,
in good faith, at the
beginning of each subsequent year of the Term the six-monthly
minimum quantity
requirements to be achieved by the Company during each
additional year of the
Term.

10. GUARANTEE BONUS

In  consideration  of  the Company agreeing  not  to  accept  any
express  warranties  by  Home  Art  in  respect  of  the  design,
material and workmanship of the Products, Home Art hereby  agrees
to  deduct  2% (excluding VAT, if applicable) from each  invoiced
amount  by  way  of  a  "Guarantee Bonus". Consequently,  to  the
extent  permitted  by law, any defective Products  shall  not  be
returned  by the Company to Home Art, nor shall they be  replaced
"one-to-one"   by   Home   Art.  The   Company   hereby   accepts
responsibility   for  the  after-sales  service   and   for   the
replacement of any defective Products towards its customers.

11. LIMITATION OF DAMAGES

11.1.In  consideration of Home Art providing the Company with the
     Guarantee  Bonus  referred  to  at  clause  10,  above,  the
     Company hereby acknowledges and accepts that Home Art  makes
     no  express  warranties concerning the design,  material  or
     workmanship  of  the  Products  and  that,  to  the   extent
     permitted  by  law,  Home Art shall therefore  be  under  no
     liability  to the Company for any damages or losses,  direct
     or  indirect, resulting from defects in design, materials or
     workmanship in respect of the Products.

11.2.Home  Art  shall  have  no liability  for  any  indirect  or
     consequential losses or expenses suffered by the Company  in
     respect  of the Products, however caused, including but  not
     limited   to   loss   of   anticipated  profits,   goodwill,
     reputation,  business receipts or contracts,  or  losses  or
     expenses  resulting from third party claims in  relation  to
     the Products.

12. TERMINATION

12.1.1.    If  either  party  shall go  into  liquidation  either
     voluntary   or  compulsory  (except  for  the   purpose   of
     amalgamation  or reconstruction previously  approved  of  in
     writing) or sell or dispose of its undertaking or the  major
     part  thereof or in any manner assign this Agreement or make
     any  assignment  for the benefit of creditors  or  cease  or
     threaten to cease to carry on business or is unable  to  pay
     its debts as they fall due; or

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12.1.2.    if  a  receiver  or receiver and manager  or  judicial
     manager or administrator is appointed for either party  over
     the  whole  or  any part of its assets and is not  withdrawn
     within forty-eight (48) hours of appointment; or

12.1.3.    if  either  party  shall commit  any  material  breach
     (whether  remediable or not) of its obligations  under  this
     Agreement  and  (if  remediable) shall fail  to  remedy  the
     breach within thirty (30) days of notice given by the  other
     party to the former party requiring it to do so,

then  upon  the happening of any one or more of such  events  the
other  party shall have the right forthwith by notice in  writing
to terminate this Agreement.

12.2.Any   termination  of  this  Agreement  shall   be   without
     prejudice  to  the right of Home Art to recover  any  monies
     due  to  it  under  this  Agreement and  to  the  rights  or
     remedies  of  either  party  in respect  of  any  antecedent
     breach of this Agreement.

12.3.In  the  event  of  termination of this  Agreement  for  any
     reason,  no  claims or goodwill shall arise  therefrom,  and
     the   Company  shall  immediately  cease  from  making   any
     representations  regarding its status as a  distributor  for
     Home  Art  and  from taking any other action  or  doing  any
     other  thing  relating it to Home Art or  to  the  Products,
     including  without limitation to the Trademarks relating  to
     the  Products  save  that  in the event  of  termination  by
     effluxion of time the Company shall have the right  to  sell
     off  its  remaining stock of the Products within  three  (3)
     months  from the date of termination and all the obligations
     (including  payment  obligations)  of  the  Company   herein
     contained  shall  continue to apply until the  end  of  that
     three (3) month period.

12.4.Upon  any  termination of this Agreement, the Company  shall
     take  all  necessary  measures  in  order  to  transfer  any
     permits  and licenses for the Products that may  be  in  the
     Company's name to Home Art (or its nominee).

12.5.The Company hereby waives, to the extent it is able to do so by law, any
statutory
     rights or other rights it may have or acquire in respect of
the termination of its
relationship with Home Art arising hereunder and the Company
agrees that the
rights available to it hereunder, in the event of termination of
this Agreement, are
adequate and correctly reflect the Agreement of the parties.

13. ENTIRE AGREEMENT

This Agreement is the entire and sole agreement and
understanding of the parties hereto and supersedes all other
prior agreements, understandings and communications (if any),
whether oral or written.

14. HEADINGS

The headings of the clauses and sub-clauses of this Agreement
have been added for convenience only and shall not affect the
interpretation of this Agreement.

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15. FORCE MAJEURE

15.1.The  obligations  of the parties hereunder  (other  than  an
     obligation  to  pay  money) shall be  suspended  during  the
     period  and  to the extent that such party is  prevented  or
     hindered  from  complying therewith by "Force  Majeure"  (as
     hereinafter  defined).  In  such  circumstances  such  party
     shall  give  notice  of  suspension as  soon  as  reasonably
     possible  to the other party stating the date and extent  of
     such  suspension and the cause thereof and the  omission  to
     give  such notice shall forfeit the rights of such party  to
     claim  Force  Majeure. Either party whose  obligations  have
     been suspended as aforesaid shall resume the performance  of
     such  obligations as soon as reasonably possible  after  the
     removal  of  the cause and shall so notify the other  party.
     In  the  event  that  the  circumstances  of  Force  Majeure
     continue  for  more than six (6) months,  either  party  may
     terminate  this  Agreement  on  thirty  (30)  days   written
     notice.

15.2."Force  Majeure"  means  any  cause  beyond  the  reasonable
     control  of  such party including (insofar  as  beyond  such
     control  but  without  prejudice to the  generality  of  the
     foregoing   expression)  strikes,   (whether   official   or
     unofficial),  lock-outs, labour disputes, act of  God,  war,
     warlike   operations,   riot,  civil  commotion,   malicious
     damage,  or  shortage  of  labour,  raw  material  or  other
     supplies,  and  compliance  with  any  law  or  governmental
     order, rule, regulation or direction.

16. CONFIDENTIALITY

The Company hereby undertakes to maintain the confidentiality  of
any   trade   secrets,   knowhow,   customer   files,   financial
information,   strategic   planning   information,    or    other
information relating to Home Art which is not a matter of  public
knowledge  at  the  time such information  is  disclosed  to  the
Company,  both  during the Term and after the expiry  or  earlier
termination   of  this  Agreement,  until  such  time   as   that
information becomes a matter of public knowledge through  no  act
or omission of the Company.

17 INVALIDITY OF PARTICULAR PROVISION

If  any  term of this Agreement shall, to any extent, be invalid,
illegal  or unenforceable, the remainder of this Agreement  shall
not  be  affected thereby, and each provision of  this  Agreement
shall  be  valid and enforceable to the fullest extent  permitted
by law.

18. NOTICES

All  notices  shall be in writing and shall be served  personally
or   by   registered  or  certified  air  mail  (return   receipt
requested) or courier service to either party at its address  set
forth  in  this Agreement or at such other address as each  party
may  provide  to the other in writing from time to time.  Service
of  any  such  notice served at such address in  accordance  with
this  clause shall be effective upon receipt or within  five  (5)
working  days from the date of posting (postage prepaid, properly
addressed and registered) whichever is the earlier.

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19. LIMITATION OF AUTHORITY

The  Company  shall act solely as an independent  contractor  and
shall  have  no  legal  power or authority, either  expressed  or
implied,  to  act  for,  bind  or commit  Home  Art  in  any  way
whatsoever  and  the parties hereby acknowledge that  nothing  in
this  Agreement is intended to result in the appointment  of  the
Company  as  an  agent of Home Art, or to create a joint  venture
between  the  parties hereto. Furthermore, Home Art shall  retain
title  and ownership of all know-how for the Products and of  all
information  and  material made available to the  Company,  which
are subject to copyright.

20. COMPLIANCE WITH GOVERNMENTAL REGULATIONS

The  parties hereby acknowledge that the sale and delivery of the
Products  are  subject to the import, export and  re-export  laws
and other laws and regulations of the countries involved.

21. APPLICABLE LAW

21.1.This Agreement shall be governed by and construed in
     accordance with the laws of Switzerland.

21.2.Any disputes arising in connection with this Agreement
     shall (if an amicable settlement cannot be reached between
     the parties) be finally settled under the Rules of
     Conciliation and Arbitration of the International Chamber
     of Commerce by three arbitrators appointed in accordance
     with the said rules. The arbitration shall be held in the
     English language and shall take place in London, England.

IN WITNESS whereof this Agreement has been executed by the duly
authorised representatives of the parties hereto on the day and
year first above-mentioned.

For and on behalf of              For and on behalf of
HOME ART & SALES SERVICES AG      CREATIVE PARTNERS INTERNATIONAL






BY                                     BY
Duly Authorised Representative      Duly Authorised Representative

                  tiome. Art 6 Sales swwces 041
                        Glarnerstrasse 88
                    8854 Siebnen (SwfterlancD

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