Sales
Representative Agreement


 


THIS
SALES REPRESENTATIVE AGREEMENT (this “Agreement”)
is entered into on March 6, 2018, with retroactive effect as of March I, 2018 (the “Effective
Date”) by and between Therma Bright Inc., a British Columbia corporation (“Company”), and ICTV Brands,
Inc., a Nevada corporation (“Representative”).


 


RECITALS:


 


	A.	WHEREAS,
                                         Company is in the business of providing consumers with dermatological medical devices;



 


	B.	WHEREAS,
                                         pursuant to the Asset Purchase Agreement entered into as of March 6, 2018 between Company,
                                         on the one hand, and Representative, ICTV Brands UK Limited, ICTV Brands HK Limited and
                                         ICTV Brands Israel Ltd (collectively, “Sellers”),
                                         on the other hand (as the same may be amended, supplemented or modified to date,
                                         the “Asset Purchase Agreement”), Sellers
                                         have agreed to sell and transfer to Company, and Company has agreed to purchase, subject
                                         to certain conditions, certain assets related to the Products (as defined herein), excluding,
                                         among other things, any rights to the trademark or name “no!no!” or “no!no!
                                         skin” (the “no!no! Trademarks”);



 


	C.	WHEREAS,
                                         Representative is in the business of providing sales and marketing services and has had
                                         success at selling the Products;



 


	D.	WHEREAS,
                                         Company and Representative desire to enter into a sales representative agreement where
                                         Representative will provide sales, promotion and marketing services with respect to the
                                         Products;



 


	E.	NOW,
                                         THEREFORE,
                                         in consideration of the mutual promises contained herein and other good and valuable
                                         consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
                                         agree as follows:



 


	1.	DEFINITIONS
                                         AND INTERPRETATION



 


For
the purposes of this Agreement, the following terms have the meanings set forth below:


 


	1.1	Definitions



 


“Affiliate”
means, with respect to any Person, any other
Person who directly or indirectly controls, is controlled by, or is under common control with, such Person. The term “control’’
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled”
and “controlling” have meanings correlative thereto.


 


“Agreement”
means this Sales Representative Agreement
as the same may be amended, supplemented or modified from time to time.


 




    	 	 	 



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“Asset
Purchase Agreement” has the meaning set forth in the Recitals hereto.


 


“ClearTouch
Trademarks” has the meaning set forth in Section 12.1.


 


“Closing”
means the closing of the transaction contemplated
in the Asset Purchase Agreement.


 


“Company”
has the meaning set forth in the Preamble
hereto. 


“Confidential
Information” has the meaning set forth
in Section 15.


“Developed
IP” has the meaning set forth in paragraph
11.1(b).


“Effective
Date” has the meaning set forth in
the Preamble hereto.


“Financial
Report” has the meaning set forth in
Section 6.4. 


“Initial
Term” has the meaning set forth in
Section 10.1.


“Intellectual
Property” means (a) patents, patent
applications, continuations, continuations-in-part, divisions, validations, reissues, patent disclosures, inventions (whether
or not patentable) and improvements thereto, (b) utility models and pending applications to register the same; (c) trademarks,
service marks, logos, trade dress and trade names or other source-identifying designations or devices, (d) copyrights, design
rights and database rights, whether registered or unregistered, and pending applications to register the same, (e) internet domain
names and registrations thereof, (t) confidential ideas, trade secrets, proprietary rights,
computer software, including source code, derivative works, moral rights, know-how, works-in-progress, concepts, methods, processes,
inventions, invention disclosures, formulae, reports, data, technical and scientific information, customer lists, mailing lists,
business plans, information relating to manufacturing processes or other proprietary information, (g) all foreign counterparts
thereof, (h) all renewals, extensions, restorations and reissues thereof, (i) any and all other intellectual property rights throughout
the world.


 


“Interim
Period” means the period starting on
the Effective Date and ending at the Closing.


 


“Nail
Product” shall mean the ClearTouch® nail phototherapy device.


 


“Net
Collected Sales” shall mean the
gross selling price invoiced and received by or on behalf of Company, less the following deductions and offsets : (a)
credits, refunds, or allowances granted upon returns, rejections or recalls, retroactive price reductions, billing
corrections or other allowances; (b) freight, shipping and insurance costs if included in the gross invoiced selling price;
(c) professional allowances, quantity discounts, cash discounts, prompt payment discounts and other trade discounts, credits
or allowances actually granted; (d) sales, excise and value-added taxes, tariffs, customs duties, other taxes and surcharges
and other charges by an authority to the extent included in such selling price; (e) amounts incurred for rebates or discount
programs; (t) rebates and premiums granted in connection with the sales of such
Products, charge backs, and price protection; reprocurement charges, buying group/group purchasing organization
administrative fees or managed care organization rebates or fees together with any and all retroactive adjustments relating
thereto; and (g) distribution fees and sales commissions paid to non-Affiliates of Company; all of such deductions and
offsets to be calculated in accordance with standard allocation procedures, allowance methodologies and generally accepted
accounting principles, consistently applied.


 



    	 	 	 



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“no!no!
Trademarks” has the meaning set forth in the Recitals hereto.


 


“Person”
means an individual, a partnership, a corporation,
an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or
a governmental entity.


 


“Products”
shall mean the Nail Product and the Skin
Product.


“Renewal
Term” has the meaning set forth in
Section 10.1.


“Representative”
has the meaning set forth in the Preamble
hereto.


“Restricted
Period” has the meaning set forth in
paragraph 4(c).


“Skin
Product” means the phototherapy device
currently sold under the no!no! Trademarks.


 


“Sellers”
has the meaning set forth in the Recitals hereto.


 


“Services”
has the meaning set forth in Section 2.1.


 


“Term”
means the Initial Term and any Renewal Tenn, if applicable.


 


“TSA”
means the Transition Services Agreement entered
into between Company and Representative.


 


	1.2	Interpretation



 


Unless
otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,”
“hereof’ and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph
hereof; (b) the word “including” means “including, but not limited to”; (c) words importing the singular
will also include the plural, and vice versa; and (d) any reference to any federal, state, local or foreign statute or law (including
within the definition of Law) will be deemed also to refer to all rules and regulations promulgated thereunder. References to
$ will be references to United States Dollars, and with respect to any contract, obligation, liability, claim or document that
is contemplated by this Agreement but denominated in currency other than United States Dollars, the amounts described in such
contract, obligation, liability, claim or document will be deemed to be converted into United States Dollars for purposes of this
Agreement as of the applicable date of determination.


 




    	 	 	 



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	2.	SERVICES



 


	2.1	Description



 


Representative
shall perform the sale, promotion and marketing and after-sale support of the Products at a level of service consistent in all
material respects with the sale, promotion and marketing activities of Representative provided to the Business prior to the Effective
Date (the “Services”).


 


	2.2	Authority



 


Representative’s
sole authority shall be to solicit orders for the Products in accordance with the terms of this Agreement. Representative shall
not have the authority to make any commitments whatsoever on behalf of Company, and shall be fully responsible for keeping its
customers duly informed of this limit on Representative’s authority to make agreements on behalf of the Company with the
customers.


 


	3.	REPRESENTATIVE’S
                                         RESPONSIBILITIES



 


	3.1	General
                                         Duties



 


		(a)	Representative
                                         shall use its best efforts and devote adequate time to promote the Products and maximize
                                         the sale of the Products and undertakes to perform the Services faithfully, diligently
                                         and to the best of its ability.



 


		(b)	Representative
                                         shall undertake reasonable promotional activities such as trade shows, product presentations,
                                         sales calls and other activities for the Products.



 


		(c)	Representative
                                         shall report monthly to Company concerning sales of the Products, promotional activities
                                         and after-sale support and shall give prompt notice to Company of any problems concerning
                                         the Products or customers of the Products, such as recalls, product liability claims,
                                         customer complaints, etc. For greater certainty, Representative shall liaise with and
                                         provide reports, information and documentation to Company with respect to any matters
                                         relating to the performance of the Services.



 


	3.2	Expense



 


		(a)	Subject
                                         to paragraphs 3.2(b) and 3.2(c), Company shall pay directly to third party suppliers
                                         all pre-approved fees payable by Representative to perform the Services. Such fees include,
                                         but are not limited to, fees paid to third party suppliers of advertising, media and
                                         printing services.



 


		(b)	In
                                         addition, Company will reimburse Representative for all reasonable out-of pocket expenses
                                         if such expenses have been authorized in advance by Company.



 




    	 	 	 



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		(c)	Reimbursement
                                         of expenses will be made only in response to itemized invoices satisfactory to Company,
                                         in the name of Representative and submitted by Representative to Company.



 


	4.	CONFLICT
                                         OF INTEREST AND EXCLUSIVITY



 


		(a)	Representative
                                         warrants to Company that it does not currently represent or promote any lines or products
                                         that compete with the Products.



 


		(b)	Representative
                                         shall provide Company with a list of the companies and products that it currently represents,
                                         if any, and shall notify Company in writing of any new companies and products at such
                                         time as its promotion of those new companies and products commence.



 


		(c)	During
                                         the Term and for twelve (12) months thereafter (the “Restricted
                                         Period”), Representative shall not represent, promote or otherwise try to sell
                                         any lines or products for nail fungus removal or devices for skin treatment for acne.
                                         For greater certainty, during the Restricted Period, Representative shall not engage
                                         either directly or indirectly as consultant, principal, agent, officer or employee, or
                                         otherwise, in the performance of services that are the same or similar to the Services
                                         for any person, firm or organization other than Company and shall not provide services
                                         or be engaged, directly or indirectly, in the manufacturing, sale, or distribution of
                                         products which are the same or substantially similar to the Products.



 


	5.	INDEPENDENT
                                         CONTRACTOR



 


	5.1	Relationship



 


		(a)	Representative
                                         is an independent contractor, and nothing contained in this Agreement shall be construed
                                         to (i) give either party the power to direct and control the day-to-day activities of
                                         the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise,
                                         or (iii) allow Representative to create or assume any obligation on behalf of Company
                                         for any purpose whatsoever.



 


		(b)	Representative
                                         is not authorized to accept orders or to authorize local warehousing service providers
                                         to release shipments of products. Any shipment release authorizations shall be solely
                                         issued by authorized representatives of Company. Furthermore, Representative is not authorized
                                         to receive payments on behalf of Company or for Products sold. Any order, request for
                                         shipment release authorizations or payment received by Representative shall forthwith
                                         be redirected to Company or to an account designated by Company.



 


	6.	COMMISSIONS



 


	6.1	Commissions
                                         payable



 


As
a consideration for the Services, Representative shall be paid:


 




    	 	 	 



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		(a)	10%
                                         of Net Collected Sales of Nail Products or of Skin Products sold under trademarks other
                                         than the no!no! Trademarks; and



 


		(b)	50%
                                         of Net Collected Sales of Skin Products, if sold under any of the no!no! Trademarks.



 


	6.2	Basis
                                         of Commission



 


		(a)	The
                                         commission shall apply to all Net Collected Sales that occur during the Term, whether
                                         or not they occurred as a result of Services by Representative.



 


		(b)	For
                                         greater certainty, Representative shall not be entitled to any commission for a specific
                                         sale until payment therefor has been received by or on behalf of Company. In the event
                                         that a customer makes a partial payment to Company for a specific sale, Company shall
                                         only be required to pay a proportional partial commission to Representative for such
                                         specific sale.



 


	6.3	Time
                                         of Payment



 


Subject
to paragraph 10.2(a), Commissions resulting from sales of Products shall be paid by Company to Representative on the 15th
day of each calendar month during the Term for all Net Collected Sales paid to Company during the preceding calendar month.
During the term of the TSA, however, Representative may offset from any payment due to Company under the TSA the amount of Commissions
payable hereunder.


 


	6.4	Financial
                                         Report



 


Company
(or, during the term of the TSA, Representative) shall generate a financial report within 10 days of the end of each month during
the Term showing Net Collected Sales using Company’s accounting system (the “Financial
Report”) and provide such Financial Report to Representative.


 


	6.5	Annual
                                         Inspection of Records



 


Both
parties shall have the right, at its own expense, to inspect at reasonable times and upon reasonable notice relevant accounting
records to verify the accuracy of costs and commissions paid by the parties under the terms of this Agreement.


 


	6.6	Tax
                                         and Financial Matters



 


		(a)	Representative
                                         shall be responsible for paying all income taxes and other taxes charged to Representative
                                         on commissions earned hereunder. All financial and other obligations associated with
                                         Representative’s business are the sole responsibility of Representative.



 


		(b)	All
                                         sums payable by Company hereunder shall (except to the extent required by law) be paid
                                         free and clear of, and without any deduction or withholding on account of, any taxes
                                         imposed, levied, collected, withheld or assessed by any taxing authority. If
                                         Company is required by law to make any tax deduction, withholding or payment from
                                         any amount paid or payable by Company to Representative hereunder, then Company will
                                         (i) pay the taxes to the taxing authority and (ii) send proof of such payment to Representative.
                                         Each party agrees to use reasonable efforts to assist the other party in claiming any
                                         legal exemptions from the respective obligation to deduct or withhold tax under double
                                         taxation treaties available under applicable double tax treaties or other applicable
                                         laws.



 




    	 	 	 



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	7.	SALE
                                         OF THE PRODUCTS



 


	7.1	Prices
                                         and Terms of Sale



 


		(a)	Unless
                                         Company informs Representative otherwise, price lists, delivery schedules, and standard
                                         terms and conditions of sale for the Products shall be those that applied immediate!y
                                         before the Effective Date. Representative shall quote to customers only those authorized
                                         prices, delivery schedules, and terms and conditions, and modify, add to or discontinue
                                         Products following written notice by Company to Representative. Each order shall be controlled
                                         by the prices, delivery schedules, and terms and conditions in effect at the time the
                                         order is accepted, and all quotations by Representative shall contain a statement to
                                         that effect.



 


		(b)	Company
                                         may, at any time, change the prices, charges, terms and conditions of the sale of Products
                                         by giving a 10-day prior notice of such changes to Representative.



 


	8.	INDEMNIFICATION



 


	8.1	Products
                                         Indemnification



 


Company
shall indemnify, defend and hold harmless Representative and its officers, directors, employees and agents from and against any
and all losses, liabilities, claims, obligations, costs, expenses (including, without limitation, reasonable attorneys’
fees) which result from, arise in connection with or are related in any way to claims by third parties arising out of or in connection
with (a) any claim alleging that any Product infringes or misappropriates any Intellectual Property right of any third party,
other than the no!no! Trademarks; (b) any claim from a governmental entity or regulatory body concerning the sale and approval
of sale of Products by Representative; and (c) any product liability or similar claim including, without limitation, any claim
for personal injury or injury to property relating to the development, testing, manufacturing, promotion, distribution, use or
other commercialization of the Products. This indemnification obligation shall however not apply to losses, liabilities, claims,
obligations, costs or expenses which result from, arise in connection with or are related in any way to Products sold during the
Interim Period or in circumstances where Company is entitled to indemnification from any of the Sellers under the Asset Purchase
Agreement.


 




    	 	 	 



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	8.2	Services
                                         Indemnification



 


Representative
shall indemnify, defend and hold harmless Company and its Affiliates, officers, directors, employees and agents from and against
any and all losses, liabilities, claims, obligations, costs, expenses (including, without limitation, reasonable attorneys’
fees), incurred by or demanded from Company, directly or indirectly arising out of, or resulting from (i) any act or omission
made by Representative or its employees, agents or subcontractors related to the Services performed for Company hereunder which
is negligent or which constitutes a breach of any of the terms of this Agreement, or (ii) any untrue or inaccurate representation
made by Representative in this Agreement.


 


	9.	LIABILITY
                                         EXCLUSION



 


Notwithstanding
anything to the contrary herein, except in the event of a breach of Articles II, 12 or 15, neither party nor its agent(s), representatives(s)
or employee(s) shall be liable to the other pursuant to this agreement for amounts representing loss of revenues, loss of profits,
loss of business or indirect, consequential, special or punitive damages of the other party, however caused and on any theory
of liability, even if the other party has been advised of the possibility of such damages.


 


	10.	TERM
                                         AND TERMINATION



 


	10.1	Term



 


This
Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial period of twelve (12)
months (the “Initial Term”), unless terminated earlier in accordance
with section 10.2 or 10.3. It will automatically renew for successive periods of I-year
(each such successive period, a “Renewal Term”), unless a party elects
not to renew this Agreement and provides a notice of that intention to the other party at least 60 days before the end of the
then current Initial Term or Renewal Term, as the case maybe.


 


	10.2	Termination



 


		(a)	If
                                         Closing
                                         does not occur on or before the Closing Deadline (as defined in the Asset Purchase Agreement),
                                         this Agreement shall automatically terminate and the only payment due hereunder shall
                                         be the payment set forth in the Side Letter entered into between the Parties as of March
                                         I, 2018.



 


		(b)	This
                                         Agreement may be terminated for cause by either party, including for a material breach
                                         by the other party of any term or covenant contained in this Agreement, on not less than
                                         a 30-day written notice, provided the terminating party provides the non-terminating
                                         party with written particulars of the event(s) or condition(s) constituting cause for
                                         termination, and failure of the non-terminating party to remedy such breach within 30
                                         days after receipt of written notice of such breach.



 




    	 	 	 



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		(c)	This
                                         Agreement may be terminated by either party, upon written notice taking effect immediately
                                         if the other party becomes insolvent, is subject to a petition in bankruptcy filed by
                                         or against it, or is placed under the control of a receiver, liquidator or committee
                                         of creditors.



 


		(d)	Representative
                                         shall, during any notice period, continue diligently and professionally to perform the
                                         Services in accordance with the reasonable directions of Company.



 


	10.3	Effect
                                         of Termination



 


The
termination or expiration of this Agreement shall not affect Representative’s obligations under Articles 11 (Intellectual
Property Rights), 12 (Trademarks) and 15 (Confidentiality) or any other provisions of this Agreement that, by their nature and
context, are intended to survive termination of this Agreement and shall remain in full force and effect notwithstanding such
termination or expiration. Moreover, termination or expiration of this Agreement will not relieve the parties of any rights, liability
or obligation which accrued hereunder prior to the Effective Date of such termination or expiration nor preclude either party
from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement
nor prejudice either party’s right to obtain performance of any obligation. All other rights and obligations will terminate
upon expiration of this Agreement.


 


	10.4	Return
                                         of Materials



 


		(a)	All
                                         of Company’s trademarks, trade names, patents, copyrights, designs, drawings, formulas
                                         or other data, photographs, demonstrators, literature, client and supplier lists, contact
                                         information, software, layouts, sales aids of every kind, and other documentation made
                                         available to, or developed by Representative during this Agreement, shall remain the
                                         property of Company.



 


		(b)	Within
                                         10 days after the termination of this Agreement, Representative shall return all such
                                         items to Company at Representative’s expense. Representative shall not make or
                                         retain any copies of any confidential items or information that may have been entrusted
                                         to it. Effective upon the termination of this Agreement, Representative shall cease to
                                         use all trademarks, marks and trade name of Company.



 


		(c)	Within
                                         10 days after the termination of this Agreement, Company acknowledges that the license
                                         for the no!no! Trademarks is revoked and Company will need to replace the no!no skin
                                         line with another brand name.



 


	11.	INTELLECTUAL
                                         PROPERTY RIGHTS



 


	11.1	Intellectual
                                         Property Rights



 


		(a)	Except
                                         as provided herein, each party shall retain sole ownership of, and all rights to, any
                                         Intellectual Property of any kind that is owned by each party.



 




    	 	 	 



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		(b)	Any
                                         Intellectual Property rights ansmg from the Services rendered by Representative under
                                         this Agreement (“Developed IP”)
                                         shall vest with and/or are hereby assigned to Company and shall be the sole and exclusive
                                         property of Company.



 


		(c)	Under
                                         no circumstances shall Representative be permitted to use such Developed IP outside the
                                         scope of the Services without Company’s prior express written consent.



 


		(d)	Representative
                                         shall promptly disclose in writing to Company all inventions and works developed or created
                                         in the performance of the Services rendered by Company under this Agreement and shall
                                         fully cooperate in the protection and/or registration of any Intellectual Property rights
                                         pertaining to such inventions or works.



 


		(e)	Representative
                                         shall ensure that its employees waive such moral rights, and shall provide Company, at
                                         the completion of this Agreement and at such other time as Company may require, a written
                                         permanent waiver of such moral rights, in form and contents acceptable to Company.



 


		(f)	The
                                         parties shall cooperate with each other and execute such other documents as the other
                                         party may reasonably require achieving the objectives of this Article 11.



 


	12.	TRADEMARKS



 


	12.1	License
                                         by Company



 


Company
hereby grants Representative a worldwide non-exclusive, non-sub-licensable and non-transferable license to use the Cleartouch
trademark described in Exhibit A (“ClearTouch Trademarks”) during
the Term, in connection with the performance of the Services.


 


		(a)	Representative
                                         specifically agrees that it will not use the ClearTouch Trademarks except in connection
                                         with the promotion of the Nail Products as permitted hereunder and agrees to conduct
                                         any and all advertising and promotion in which the ClearTouch Trademarks are used so
                                         as to assure the continued validity and enforceability of the ClearTouch Trademarks.



 


		(b)	Representative
                                         shall use the ClearTouch Trademarks in strict compliance with the provisions of all applicable
                                         laws and regulations.



 


		(c)	Representative
                                         will immediately notify Company of any challenge or claims of infringement regarding
                                         Company’s marketing and promotional activities relating to the Products, or of
                                         any infringement of Company’s Intellectual Property rights, including, without
                                         limitation, the ClearTouch Trademarks, by any third party, of which Representative becomes
                                         aware. Any proceeding to enforce or defend any such Intellectual Property rights may
                                         only be brought by Company and Company will have sole conduct and control of such proceedings.
                                         Representative will provide Company with reasonable assistance for such proceedings by
                                         providing any relevant information.



 




    	 	 	 



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		(d)	Representative
                                         acknowledges that Company is the exclusive owner of the ClearTouch Trademarks and that
                                         any use of the Trademarks at any time by Representative as authorized by Company and
                                         any rights derived therefrom have and will enure to the exclusive and entire benefit
                                         of Company and Representative shall not claim any right or interest in the ClearTouch
                                         Trademarks by way of its use of same at any time, including, without limitation, subsequent
                                         to any termination of this Agreement for any reason.



 


		(e)	Representative
                                         understands and agrees that this license m no way precludes Company from using
                                         the ClearTouch Trademarks.



 


	12.2	License
                                         by Representative



 


Representative
hereby grants Company a worldwide, sole, non-sub-licensable and non transferable license to use the no!no! Trademarks during the
Term, only in association with the sale of the Skin Product. Representative retains the right to use the no!no! Trademarks in
association with the promotion and marketing of the Skin Product in accordance with the terms of this Agreement. The parties
confirm that Representative can use the no!no! Trademarks, during or after the Term, in association with products other than products
intended for skin treatment for acne. Company may, at any time during the Term, give Representative a written notice of its intent
to cease using the no!no! Trademarks in association with the Skin Product. No later than sixty (60) days after receipt of such
notice by Representative, Company (and Representative, acting under this Agreement), shall cease using the no!no! Trademarks in
association with the Skin Product.


 


	12.3	No
                                         Rights by Implication



 


No
rights or licenses with respect to the Products are granted or deemed granted hereunder or in connection herewith, other than
those rights expressly granted in this Agreement.


 


	13.	INSURANCE
                                         AND LIABILITY



 


Representative
shall obtain and maintain proper insurance coverage to cover its liability and the property used in the performance of the Services.
1f requested by Company, Representative shall furnish certificates of insurance coverage or the original of the insurance
policies for review by Company.


 


	14.	COMPLIANCE
                                         WITH LAWS



 


	14.1	Representative



 


		(a)	Representative
                                         shall comply with and shall not violate any laws, rules and regulations that may be applicable
                                         to the performance of Representative’s obligations hereunder, including but not
                                         limited to the U.S. Foreign Corrupt Practices Act
                                         and the Canadian Corruption of Foreign
                                         Public Officials Act.



 




    	 	 	 



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		(b)	Without
                                         limiting the foregoing, Representative will not, in the performance of the Services,
                                         make any payments or gifts, or any offers or promises of payments or gifts of any kind,
                                         directly or indirectly, to any official of any government or any agency or instrumentality
                                         thereof; to any political party or official thereof, or any candidate for political office;
                                         or to any person while knowing (or being aware of a high probability) that all or a portion
                                         of such money or thing of value will be offered, given or promised, directly or indirectly,
                                         to any official, any political party or official thereof, or any candidate for political
                                         office in violation of the Canadian Corruption of
                                         Foreign Public Officials Act or of applicable laws.



 


		(c)	In
                                         the performance of the Services, Representative agrees to obtain and/or maintain in effect
                                         all licenses, permits and authorizations, which may be required by any governmental agencies
                                         in any jurisdiction which may be applicable to Representative’s obligations hereunder.



 


	15.	CONFIDENTIALITY



 


The
terms of this Agreement and any non-public, proprietary information disclosed by one party to the other shall constitute confidential
information (“Confidential Information”). Neither party will disclose
or disseminate either the terms of this Agreement or any of the other party’s Confidential lnformation without the prior
written consent of the other party. Each party acknowledges that any unauthorized use, misappropriation or disclosure of the other
party’s Confidential lnformation will cause irreparable harm and will entitle such other party to injunctive relief, as
well as any other available remedy at law or in equity. Confidential Information shall not include any information which is (a)
in the public domain or becomes public knowledge, through no fault or breach by the recipient; (b) obtained from a third party
lawfully in possession of such information, other than by breach of an obligation of confidentiality; (c) previously known or
independently developed by the recipient; (d) released for disclosure by either party; or (e) required by court order, law or
regulation to be disclosed, but only to the extent and for the purposes of the required disclosure.


 


	16.	NOTICES



 


All
notices and other communications required or permitted by this Agreement shall be in writing and shall be deemed given if delivered
by hand, mailed by registered mail or certified mail, return receipt requested, or by a nationally recognized overnight courier,
or sent by electronic transmission by e-mail, to the appropriate party at the following address (or such other address for a party
as shall be specified by notice pursuant hereto), and such notice shall be deemed to have been given and received, if delivered
or mailed by registered or certified mail, when delivered to such address, and if e-mailed, on the next business day after the
transmission of same:


 







    	 	 	 



    	 	13	 



    




 


If
to Representative, to:


 


Richard
Ransom, President


ICTV
Brands, Inc.


489
Devon Park Drive, #306


Wayne,
PA 19087


E-mail:
ransom@ictvbrands.com


 


With
copy to:


 


John
Carrino, General Counsel


ICTV
Brands, Inc.


489
Devon Park Drive, #306


Wayne,
PA 19087


E-mail:
carrino@ictvbrands.com


 


If
to Company, to:


 


RobFia,
CEO


Therma
Bright Inc.


738-157
Adelaide Street West


Toronto,
ON, CAN MSH 4E7


E-mail:
rfia@thejenexcorporation.com


 


With
copy to:


 


Tuba
Yamac BCFLLP


1100
Rene-Levesque West Blvd., 25th


Floor
Montreal, QC H3B 5C9


E-mail:
tuba.yamac@bcf.ca


 


	17.	NO
                                         WAIVER



 


The
waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver
of any other right or remedy to which the party may be entitled.


 


	18.	ENTIRETY
                                         OF AGREEMENT



 


The
terms and conditions set forth herein, including the Exhibit hereto,
constitute the entire agreement
between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.
There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No
change can be made to this Agreement other than in writing and signed by both parties.


 




    	 	 	 



    	 	14	 



    




 


	19.	MEDIATION.
                                         ARBITRATION AND GOVERNING LAW



 


		(a)	In
                                         the event of a dispute between any of the parties arising under or relating in any way
                                         whatsoever to this Agreement, the disputing parties shall attempt to resolve it through
                                         good faith negotiation. If the dispute is not resolved through such negotiation, then
                                         the disputing parties shall attempt to resolve it through mediation in the State of Pennsylvania,
                                         USA, with a neutral, third-party mediator mutually agreed upon by the disputing parties.
                                         Unless otherwise agreed by the disputing parties, the costs of mediation shall be shared
                                         equally. lf the dispute is not resolved through mediations, then upon written demand
                                         by one of the disputing parties it shall be referred to a mutually agreeable arbitrator.
                                         The arbitration process shall be conducted in accordance with the laws of the Commonwealth
                                         of Pennsylvania, USA. All remedies, legal and equitable, available in court shall also
                                         be available in arbitration. The arbitrator’s decision shall be final and binding,
                                         and judgement may be entered thereon in a court of competent jurisdiction.



 


		(b)	This
                                         Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth
                                         of Pennsylvania, without regard to conflict of law principles thereof. ln any dispute
                                         arising out of or relating in anyway whatsoever to this Agreement, including arbitration,
                                         the substantially prevailing party shall be entitled to recover its costs and attorney
                                         fees from the other disputing parties.



 


	20.	HEADINGS
                                         IN THIS AGREEMENT



 


The
headings in this Agreement are for convemence only, confirm no rights or obligations in either party, and do not alter any terms
of this Agreement.


 


	21.	SEVERABILITY



 


If
any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


 


	22.	ASSIGNMENT



 


		(a)	Representative
                                         acknowledges that Company is entering this Agreement based on its confidence in Representative’s
                                         abilities and reputation and that Company is unwilling to proceed on the basis set out
                                         in this Agreement with any other person or entity; accordingly, this Agreement may not
                                         be assigned by Representative, except in connection with the sale of all or substantially
                                         all of it assets or if the assignment is to any of its subsidiaries or affiliated companies.
                                         Representative agrees and undertakes that its consent is not required for any assignment
                                         by Company. Representative shall execute all documents in accordance with Company’s
                                         instructions, and take whatever actions required by Company, to give effect to this Article
                                         22.



 




    	 	 	 



    	 	15	 



    




 


		(b)	This
                                         Agreement will be binding upon and inure to the benefit of the parties hereto, and their
                                         employees, officers, directors, partners, and their successors, heirs and assigns.



 


	23.	COUNTERPARTS



 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.





 


[Signature
Page Follows]


 




    	 	 	 



    	 	16	 



    

 





IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 


 


COMPANY:


FOR:
THERMA BRIGHT INC,





 


	By:		 
	Name:	Robfia	 
	Title:	CEO	 










 


REPRESENTATIVE:


FOR:
ICTV BRANDS INC,





 


		/s/ Richard
    Ransom (Mar 6,2018)	 
	Name:	Richard
    Ransom	 
	Title:	President	 










 




    	 	 	 



    	 	17	 



    




 


EXHIBIT
A


 


ClearTouch
Trademarks


 





	TRADEMARK	 	COUNTRY	 	APPLICATION
    / REGISTRATION NUMBER	 	FILING
    DATE	 	STATUS
	CLEARTOUCH
    in the name of ICTV Brands, Inc.	 	US	 	U.S.
                                         5355075

         

        In
        class 10 “medical apparatus, namely, electric heating devices for curative treatment”
	 	May
                                         18, 2017 (registered

        December
        12, 2017)
	 	REGISTERED
    AND IN FORCE