Certain
portions of this agreement have been redacted pursuant to a request for
confidential treatment submitted to the Securities and Exchange Commission
(“SEC”).  The redacted portions are identified by a bracketed asterisk
as follows: [*].  The redacted portions of the agreement have been
filed separately wit the SEC pursuant to Zevotek’s application for confidential
treatment

    


    DISTRIBUTION
AGREEMENT

    


    This
Exclusive Distribution Agreement is made by and between Zevotek Inc, a Delaware
corporation (the “Company”) located at 134 Cedar Street, Nutley, New Jersey and
Media Shop located at Schliessa 3 FL- 9495 Triesen (LIECHTENSTEIN) (the
“Distributor”) with an effective date of April 28, 2009.

    


    Whereas
the Company desires to engage a distributor to exclusively market and distribute
the Company’s Ionic Bulb product (the “Product”) within the Territory (as
defined below).  For purposes of this Agreement, the “Territory” shall
mean: Germany, Austria, Switzerland, Liechtenstein, Czech Republic, Slovakia,
Hungary, Romania and Poland.

    


    NOW
THEREFORE in consideration of the mutual promises contained herein, the
sufficiency of which is hereby acknowledged, the Company and the Distributor
hereby agree as follows

    


    
      	
              
              

            	
              1.1.

            	
              Exclusive
      Marketing and Distribution Rights. Company hereby grants to Distributor
      the exclusive (subject to Section 4.1 below) rights to advertise, promote,
      market, and sell and otherwise distribute the product through all channels
      of distribution (including but not limited to print, radio, television,
      satellite cable and television; catalog; internet direct mail; and retail)
      within the Territory. Company acknowledges and agrees that in reliance on
      the foregoing grant of rights, Distributor is entitled to represent
      (subject to Section 4.1 below) that it is the sole Distributor for the
      Company’s Product in the Territory. Distributor agrees that it and its
      affiliates shall only purchase the Product through the Company during the
      term of this agreement. Distributor represents, warrants, covenants and
      agrees for itself and its affiliates that during the term of this
      agreement and for one year thereafter, it will not (and will cause its
      affiliates not to) market, promote distribute or sell any other product
      similar to or competitive with the Product, in design and function through
      its company or its affiliates.

            


    

    


    
      	
              
              

            	
              1.2.

            	
              License.
      Company hereby grants to Distributor a exclusive license (subject to
      Section 4.1 below) to use the Company ́s 2 minute short form commercial
      (“infomercial”) for the Product, its marketing materials, trademarks,
      trade names, copyright, to the Product (collectively the “Materials”) in
      all channels of distribution in the Territory. Distributor shall also have
      the right to use the 15 minute extended commercial throughout the
      Territory.

            


    

    


    
      	
              
              

            	
              1.3.

            	
              Supplemental
      Materials. Company shall supply Distributor with promotional material and
      information, if available as requested by Distributor including but not
      limited to master tapes of the infomercial, instructional material and
      packaging etc. (collectively “Supplemental material”) Distributor may,
      with prior written consent of the Company, modify the infomercial or
      redesign the supplemental material by the Distributor.  In
      addition, the Company must approve the final version of any modified
      version of the infomercial or any supplemental material prior to use by
      the Distributor.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              2.

            	
              Manufacture,
      Product, and Insurance: Company shall manufacture all the goods and shall
      use an independent agency to inspect the goods for quality control, for
      goods purchased by the distributor.

            


    

    


    
      	
              3.

            	
              Purchase
      terms: The price per unit is $[*] for the 15W Product and $[*] per for the
      23W Product (each a “Unit Fee”) FOB Company’s applicable warehouse or
      place of production.  Full Payment is required before shipment
      is released to Distributor. No goods will be released before payment has
      been received in full by Company. All payments shall be made by wire
      Transfer or irrevocable L/Cs (“ILC”).  In the event that
      Distributor elects to pay be ILC, Distributor agrees such ILC shall be
      issued by a United States bank acceptable to the Company (The “Bank”),
      payable in US dollars in an amount equal to the total price of the order
      placed by Distributor.  The ILC shall be in a form acceptable to
      the Company. Company warrants that other than the purchase price, the
      distributor shall have no obligation to pay any royalties or other monies
      in order to market the Product as contemplated herein; provided, however,
      Distributor agrees to pay all charges, including without limitation,
      transportation charges and insurance premiums, and shall be responsible
      for all taxes, duties and other governmental assessments. If the price per
      unit changes due to increase in the cost of raw material, the Distributor
      will be given advance notice of one month, prior to price
      change.

            


    

    


    
      	
              
              

            	
              3.1.

            	
              The
      Product includes: Each unit consists of one CFL Ionic Bulb in a blister
      package in 15W or 23W (US Patent US2006/00778460; International Patent
      PCT/KR2005/02997 and Korea Patent KR
  10-2004-74598).

            


    

    


    
      	
              4.

            	
              Term:
      Subject to the terms and conditions of this agreement, the “Term” of this
      agreement shall be one (1) year from the effective date, and will
      automatically renew for one year successive term provided, the minimum
      quantities are met by Distributor as outlined in Paragraph 4.1
      hereunder.

            


    

    


    
      	
              
              

            	
              4.1.

            	
              Minimum
      Quantity requirement: The Distributor agrees that it will purchase the
      following quantities per year to maintain its exclusive rights during the
      term of this agreement: 5,000 units per month for the whole
      Territory.  In the event that Distributor fails to purchase
      5,000 units in any one month, the rights under Sections 1.1 and 1.2 above
      shall become non-exclusive.  However, if Distributor purchases
      60,000 units of the Product in the first 12 months after execution of this
      Agreement, the term will continue for another year as set forth in Section
      4 above.  [*]. Distributor will start running the TV commercials
      and introduce the Product to Retailers. If sales of the initial 5,000 Unit
      order (the “Initial Order”) are satisfactory Distributor will place a new
      purchase order for 5,000 units of the Product as per the Terms of this
      Agreement.  [*].

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              
              

            	
              4.2.

            	
              Wind
      Down Period: Upon the expiration of the term of this agreement, all rights
      and obligations of the distributor shall continue for a period of 3 months
      following such a date of expiration including the right to sell off all
      product for which orders have been placed prior to expiration, and to
      process and fulfill orders for product resulting from commitments for
      advertisements or other promotions of the
  product.

            


    

    


    
      	
              5.

            	
              Distributor
      Warrants and Covenants:  Distributor represents, warrants, and
      agrees as follows:

            


    

     

    
      	
              
              

            	
              5.1.

            	
              it
      is an entity duly organized, validly existing and in good standing under
      the laws of jurisdiction of organization and (ii) it has full power
      authority, without the consent approval of any other person, to execute
      and deliver this agreement and to consummate the transactions contemplated
      by this agreement;

            


    

     

    
      	
              
              

            	
              5.2.

            	
              to
      provide the Company with monthly nonbinding good-faith forecasts of its
      anticipated requirements and shipping dates for the three (3) month period
      following each forecast (or, if shorter, the remaining term of this
      Agreement);

            


    

     

    
      	
              
              

            	
              5.3.

            	
              not
      to (i) disassemble, decompile, or otherwise reverse engineer the Products
      or otherwise attempt to learn the structure, inventions, or ideas
      underlying the Products, except to the extent this clause (i) is expressly
      prohibited by applicable law, (ii) rent, lease, or otherwise provide
      temporary access to a Product, (iii) copy of modify the Product, or (iv)
      allow others to do any of the
foregoing;

            


    

     

    
      	
              
              

            	
              5.4.

            	
              to
      use its best efforts to successfully market (including, without
      limitation, production and broadcasting of infomercials relating to the
      Product), distribute, and support the Product on a continuing basis and to
      comply with good business practices and all laws and regulations relevant
      to this Agreement or the subject matter hereof.  In its
      distribution efforts, Distributor will use the then-current names used by
      the Company for the Product (but will not represent or imply that it is
      the Company or is a part of the Company); provided that all advertisements
      and promotional materials shall be subject to prior written approval of
      the Company, which approval shall not be unreasonably withheld, and,
      provided further, that no other right to use any name or designation is
      granted by this Agreement; and

            


    

     

    
      	
              
              

            	
              5.5.

            	
              to
      keep the Company informed as to any problems encountered with the Product
      and any resolutions arrived at for those problems, and to communicate
      promptly to Company any and all modifications, design changes, or
      improvements of the Products suggested by any customer, employee, or
      agent.  Distributor further agrees that Company shall have and
      is hereby assigned any and all right, title, and interest in and to any
      such suggested modifications, design changes, or improvements of the
      Product, without the payment of any additional consideration therefor
      either to Distributor, or its employees, agents or
      customers.  Distributor will also promptly notify Company of any
      infringement of any trademarks or other proprietary rights relating to the
      Product.

            


    

     

    
      	
              6.

            	
              Company
      Warrants and Covenants.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              
              

            	
              6.1.

            	
              The
      Company represents and warrants that (i) it is an entity duly organized,
      validly existing and in good standing under the laws of jurisdiction of
      organization and (ii) it has full power authority, without the consent
      approval of any other person, to execute and deliver this agreement and to
      consummate the transactions contemplated by this agreement;
      and

            


    

    


    
      	
              
              

            	
              6.2.

            	
              The
      Company makes no warranties with respect to the Product and disclaims all
      warranties, including warranties of merchantability and fitness for a
      particular purpose.  Distributor is fully responsible for
      satisfaction of its customers and will be responsible for all claims,
      damages, settlements, expenses and attorneys’ fees incurred by Company
      with respect to Distributor’s customers or their
  claims.

            


    

     

    
      	
              7.

            	
              Confidentiality:
      Each of the parties agree not to disclose (i) confidential information
      regarding the products construction, technical information, designs,
      drawings, concept ideas, sketches, wordings, media or marketing
      strategies, or composition (ii) confidential information regarding the
      other party, or such other party ́s companies, products, operations, or any
      other information which may be deemed a trade secret, or is sensitive in
      nature and not otherwise known to public including the contents of this
      agreement (“information”) without the prior written consent of other
      party.

            


    

    


    
      	
              8.

            	
              Indemnification:
      Distributor agrees to indemnify and hold the company, its succesors,
      assigns, licensees, agent`s associates, affiliates, directors, and
      employees harmless from and all claims, damages, costs, and expenses,
      attorney ́s fees, recoveries and settlements resulting from the breach of
      any of its Guarantees or warranties under this
  agreement.

            


    

    


    
      	
              9.

            	
              Insurance:
      Distributor shall carry comprehensive general and product liability
      insurance written by a company authorized to write insurance in the type
      as may be necessary to protect its interests and fulfill its obligations
      under this Agreement in an amount of at least One Million and 00/100
      Dollars (US $1,000,000) per occurrence during the term of this Agreement
      and any extension or renewal thereof and for a period of three (3) years
      after the expiration or termination of this Agreement and any extension or
      renewal thereof and the Company shall be named as addtional insured under
      such policy.  Upon request, each party shall provide the other
      party with a certificate of insurance evidencing the minimum coverage
      required by this Section 9.  Notwithstanding the foregoing, this
      Section 9 shall not limit the liability of either party pursuant to this
      Agreement.

            


    

     

    
      	
              10.

            	
              Independent
      and separate companies: Company and Distributor enter into this agreement
      as separate and independent entities. Company and Distributor will each be
      responsible for the payment of the respective compensation, wages, taxes,
      dues, employment benefits and operating expenses in connection with the
      separate operations of their respective business, corporations and
      companies. This agreement does not create a partnership, agency or joint
      venture relationship between Company and
  Distributor.

            


    

    


    
      	
              11.

            	
              Packaging
      and Trademarks.  The Company and Distributor shall mutually
      agree upon any packaging artwork, labeling artwork, packaging and labeling
      specifications for the Product.  Distributor shall procure all
      required labeling and shall be responsible for complying with all
      governmental labeling standards, if any.  All trademarks used
      with the Product shall be the property of the Company, and all goodwill
      resulting from use of the trademarks shall inure wholly to the benefit of
      the Company.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              Entire
      Agreement: This agreement contains the entire understanding between
      Company and Distributor and supersedes any prior agreements, written or
      Oral, respecting the subject matter of this
  agreement.

            


    

    


    
      	
              13.

            	
              Termination

            


    

    


    
      	
              
              

            	
              13.1.

            	
                     
      If any party is in material breach of any obligation under this Agreement,
      the party contending there is a breach (the charging party) may give
      written notice to the accused party of the nature of the breach and shall
      provide thirty (30) days (10 days in the case of a failure to pay) after
      the giving of such notice for the breach to be cured to the reasonable
      satisfaction of the charging party.  If the breach is not cured
      to the reasonable satisfaction of the charging party, the charging party
      by notice to the accused party shall have the right to immediately
      terminate this Agreement;

            


    

    


    
      	
              
              

            	
              13.2.

            	
                     
      Each party understands that the rights of termination hereunder are
      absolute and that it has no rights to a continued relationship with the
      other after termination except as expressly stated
      herein.  Neither party shall incur any liability whatsoever for
      any damage, loss, or expenses of any kind suffered or incurred by the
      other (or for any compensation to the other) arising from or incident to
      any termination of this Agreement by such party that complies with the
      terms of the Agreement whether or not such party is aware of any such
      damage, loss, or expenses;

            


    

    


    
      	
              
              

            	
              13.3.

            	
                     
      In the event of any termination, Company may elect to continue or
      terminate any order then pending;
and

            


    

    


    
      	
              
              

            	
              13.4.

            	
                     
      Termination is not the sole remedy under this Agreement and, whether or
      not termination is effectuated, all other remedies will remain
      available.

            


    

    


    
      	
              14.

            	
                Remedies
      upon Termination  In the event that Distributor breaches the
      terms and conditions of this agreement, Company shall be entitled
      to

            


    

    


    
      	
              
              

            	
              14.1.

            	
                     
      Injunctive and equitable relief against Distributor to prevent continuance
      of the breach of the provision of this Agreement or to prevent Distributor
      from performing services or granting rights to others in violation of this
      agreement.  Distributor agrees that the Company shall be
      immediately and irreparably harmed by Distributor’s violation of any of
      the provisions of this Agreement and that damages the Company will suffer
      may be difficult or impossible to measure. Therefore, upon any threatened,
      actual or impending violation of this Agreement, the Company shall be
      entitled to the issuance of a restraining order, preliminary and permanent
      injunction, without bond, restraining or enjoining such violation by
      Distributor or Distributor’s agent’s or representatives or any other
      person in receipt of information disclosed in violation of this Agreement.
      Such remedy to the Company shall be in addition to and not in limitation
      of any other remedy which may otherwise be available at law or in equity
      in the event of any breach of the provisions of this
      Agreement;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              
              

            	
              14.2.

            	
                     
      Payment of Company’s attorney`s
fees;

            


    

    


    
      	
              
              

            	
              14.3.

            	
                     
      Any award of liquidated damages herein will not preclude payment of
      product due or payable to company under this agreement. The parties agree
      that it is impossible to determine with any reasonable accuracy the amount
      of prospective damages to company upon breach by Distributor of this
      agreement, and that the liquidated damages set forth above are reasonable,
      and not a penalty, based upon the circumstances oft the parties at the
      time of entering into this Agreement and with due regard to future
      expectations; and

            


    

    


    
      	
              
              

            	
              14.4.

            	
                     
      No failure or delay by the Company in exercising any right, power, or
      privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise thereof preclude any other or future exercise
      thereof of any right, power, or privilege
  hereunder.

            


    

    


    
      	
              15.

            	
              The
      laws of the state of New Jersey will govern the interpretation of this
      agreement and the rights and obligations of the parties to it. Distributor
      hereby consents to the exclusive jurisdiction of the state and federal
      courts sitting in Bergin County, New Jersey in any such
      action.

            


    

    


    
      	
              16.

            	
              Notices:
      Any notice given under this agreement shall be in writing and shall only
      deemed proper notice if served personally or by registered or certified
      first class mail with return receipt requested and addressed to the party
      to whom the notice is intended at the following
  address.

            


    

    


    Company:            Zevotek,
Inc

    134 Cedar Street

    Nutley, New Jersey

    Attn: President

    Facsimile:

    


    Distributor:          Media
Shop

    Schliessa 3

    FL- Triesen

    LIECHTENSTEIN

    Facsimile:

    


    
      	
              17.

            	
              Facsimile
      signatures shall be deemed as original signatures for purposes of this
      agreement, with such facsimile signatures having the same legal effect as
      original signatures.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN
WITNESS OF HEREOF, the parties hereto have executed this agreement is of the
effective date herein.

     

    
      
        	
                “Company”

              	
                “Distributor”

              
	
                Zevotek
      Inc

              	
                Media
      Shop AG

              
	 
      	 
      
	
                By
      _______________________________

              	
                By
      _______________________________

              
	
                Name
      _____________________________ 

              	
                Name
      _____________________________

              
	
                Title
      ______________________________

              	
                Title
      ______________________________

              
	
                Date
      ______________________________

              	
                Date
      ______________________________

              


      

    

     

    
      
        
        

      

      
        7