ASSIGNMENT
      AND ACKNOWLEDGMENT

     

    THIS
      ASSIGNMENT AND ACKNOWLEDGMENT (the “Assignment”), dated as of March 7, 2007, is
      entered into by and among Berman Center, Inc., a Delaware corporation; Berman
      Health and Media, Inc., the wholly-owned subsidiary of Berman Center, Inc.
      (Berman Center, Inc. and Berman Health and Media are collectively referred
      to
      herein as the “Company”); and Laura A.C. Berman, LCSW, Ph.D., an individual
      (“Dr. Berman”). The Company and Dr. Berman are sometimes referred to herein as
“party” or collectively as “parties”.

    


    RECITALS

    


    WHEREAS,
      the Company has executed a secured convertible promissory note in favor of
      The
      Hunter Fund Ltd. (“Hunter Fund”) dated October 6, 2006 pursuant to which Hunter
      Fund loaned Two Hundred Thousand Dollars ($200,000.00) to the Company (the
“2006
      Note”);

    


    WHEREAS,
      the Company has executed a secured convertible promissory note in favor of
      the
      Hunter Fund dated as of the date hereof pursuant to which Hunter Fund has agreed
      to loan Two Hundred Twenty-Five Thousand Dollars ($225,000.00) to the Company
      (the “2007 Note,” and together with the 2006 Note, the “Notes”);

    


    WHEREAS,
      Dr. Berman is employed by the Company as President pursuant to that certain
      Employment Agreement, dated as of June 16, 2005 (as amended, the “Employment
      Agreement”), a copy of which is attached hereto as Exhibit
      A;
      and

    


    WHEREAS,
      it is a condition to the Hunter Fund’s obligation to fund the 2007 Note that
      each party execute and deliver this Assignment to the other party, assigning
      to
      the Company certain rights created or licensed by Dr. Berman in connection
      with
      services provided to the Company pursuant to the Employment
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      contained, and for other good and valuable consideration, it is hereby agreed
      by
      and between the parties hereto as follows:

    


    1. Representations
      and Warranties. Dr.
      Berman represents and warrants to the Company that the agreements set forth
      on
Schedule
      1
      attached
      hereto represent all agreements entered into by Dr. Berman, either in her
      individual capacity or through affiliated entities, in connection with the
      Services, as defined in the Employment Agreement and as rendered pursuant to
      the
      Employment Agreement.

    


    2. Assignment
      of Revenue. 

    


    (a) Subject
      to Section 2(b) below, Dr. Berman hereby grants, transfers, and assigns to
      the
      Company, to the extent permitted by law, any and all net revenues generated
      (i)
      as a result of the agreements set forth on Schedule
      1
      as long
      as Dr. Berman continues to receive her annual salary of Two Hundred Thousand
      Dollars ($200,000.00) pursuant to the terms and conditions of the Employment
      Agreement; and (ii) in connection with any Products (as defined in the
      Employment Agreement), Services, and licenses related thereto, created or
      performed during the term of her Employment Agreement (regardless of whether
      such revenue is derived from agreements entered into by Dr. Berman, individually
      or companies affiliated with Dr. Berman) as long as Dr. Berman continues to
      receive her annual salary of Two Hundred Thousand Dollars ($200,000.00) pursuant
      to the terms and conditions of the Employment Agreement. Notwithstanding
      anything in this Section 2, Dr. Berman shall not be required to pay or
      contribute to the Company any income, revenue or other compensation derived
      from
      honorarium fees, live speaking engagements, or any real estate owned by Dr.
      Berman.

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    (b) In
      the
      event that the Company becomes insolvent and enters into bankruptcy, Dr.
      Berman’s grant, transfer, and assignment of net revenues to the Company under
      Section 2(a) shall continue as long as Dr. Berman is entitled to and receives
      her annual salary of Two Hundred Thousand Dollars ($200,000.00) pursuant to
      the
      terms and conditions of the Employment Agreement; provided
      that, however,
      if the
      Company fails to generate at least Two Hundred Thousand Dollars ($200,000.00)
      in
      gross revenues in any given fiscal year in which the Company is in bankruptcy,
      then Dr. Berman shall only be entitled to receive as compensation under her
      Employment Agreement such lesser amount equal to the gross revenues generated
      by
      the Company in such fiscal year. In any given fiscal year in which the Company
      is in bankruptcy, Dr. Berman shall not be entitled to receive the difference
      between her $200,000 salary and such lesser amount that may have been paid
      to
      her in the previous fiscal year under this Section 2(b). Solely for purposes
      of
      exemplification, if the Company generated gross revenues of $150,000 in Year
      1
      of bankruptcy, Dr. Berman shall be entitled to receive $150,000 as her annual
      salary. In Year 2 of bankruptcy, Dr. Berman shall not be entitled to receive
      the
      $50,000 difference but instead shall be entitled to receive up to her $200,000
      salary or such lesser amount equal to the amount of the gross revenues generated
      in Year 2.

    


    (c) Nothing
      in this Section 2 shall be interpreted to prevent the Company and Dr. Berman
      from agreeing to modify the amount and terms of Dr. Berman’s annual salary under
      her Employment Agreement, and such modification shall not affect Dr. Berman’s
      grant, transfer, and assignment of net revenues to the Company under Sections
      2(a) and 2(b). In addition, Dr. Berman may not circumvent her obligations under
      Sections 2(a) and 2(b) by intentionally causing the Company to withhold payment
      of her annual salary.

    


    (d) If
      Dr.
      Berman’s grant, transfer, and assignment of net revenues to the Company under
      Sections 2(a) and 2(b), above, terminates during the term of the Notes, Dr.
      Berman and Mr. Samuel Chapman (“Mr. Chapman”) shall transfer and assign all of
      the shares of the Company’s common stock owned by them to the Holder of the
      Notes (as Holder is defined in the Notes). In connection therewith, Dr. Berman
      and Mr. Chapman agree to execute any and all documents and instruments as may
      reasonably be required in order to effectuate the terms and intentions of this
      Section 2(d).

    


    3. Enforceability.
      If any
      provision hereof is found by a court of competent jurisdiction to be prohibited
      or unenforceable, it shall be ineffective only to the extent of such prohibition
      or unenforceability, and such prohibition or unenforceability shall not
      invalidate the balance of such provision to the extent it is not prohibited
      or
      unenforceable, nor invalidate the other provisions hereof.

    


    4. Assignment.
      This
      Assignment shall be binding upon the parties, and each party’s successors and
      assigns.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    5. Governing
      Law.
      This
      Assignment shall be governed by and construed in accordance with the laws of
      the
      State of California applicable to contracts made and to be carried out in
      California. Each of the parties submit to the exclusive jurisdiction of any
      state or federal court sitting in Los Angeles, California in any action or
      proceeding arising out of or relating to this Agreement and further agrees
      that
      all claims in respect of the action or proceeding may be heard and determined
      in
      any such court and agrees not to bring any action or proceeding arising out
      of
      or relating to this Assignment in any other court. Each of the parties agree
      that a final judgment in any action or proceeding so brought shall be conclusive
      and may be enforced by suit on the judgment or in any other manner so provided
      by law.

    


    


    [Signature
      Page to Follow]

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Assignment and Acknowledgement is executed as of the
      date
      first written above.

    


    
      	 	 	 
	 	
              BERMAN
                CENTER, INC., a Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Carlos
              Bernal
	 	
               

              
                Name: 

                Title: 

              

            	
              

              Carlos
                Bernal

              Chief
                Financial Officer

            


    

     

    
      
        	 	 	 
	 	
                
                  BERMAN
                    HEALTH AND MEDIA, INC., a Delaware
                    corporation

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Carlos
                Bernal
	 	
                 

                
                  Name: 

                  Title: 

                

              	
                

                Carlos
                  Bernal

                Chief
                  Financial Officer

              


      

       

      
        
          
            	 	 
	 	
                    
                      LAURA
                        A.C. BERMAN, LCSW, Ph.D.

                    

                  
	 
 	 
 
	 	/s/ Laura
                    A.C. Berman, LCSW, Ph.D. 
	 	
                    

                    
                      Laura
                        A.C. Berman, LCSW, Ph.D.

                    

                  


          

           

        

      

    

    
      
        
          
            	 	 
	 	
                    
                      SAMUEL
                        CHAPMAN

                    

                  
	 
 	 
 
	 	/s/ Samuel
                    Chapman 
	 	
                    

                    
                      
                        Samuel
                          Chapman

                      

                    

                  


          

           

        

      

    

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      1

    


    COPIES
      OF AGREEMENTS ENTERED INTO BY DR. BERMAN, OR AFFILIATE THEREOF, WITH RESPECT
      TO
      PRODUCTS AND SERVICES OF THE COMPANY

    


    


    INDEX
      TO SCHEDULE 1

    


    
      	
              Parties

            	
              Brief
                Description of Agreement

            
	
              Waterfront
                Media

            	
              www.drlauraberman.com

            
	
              View
                Film

            	
              “Sexual
                Healing” TV Show

            
	
              Hyperion
                Publishing

            	
              “Passion
                Prescription” book royalties

            
	
              Henry
                Holtz Publishing

            	
              “For
                Women Only” book royalties

            
	
              Hyperion
                Publishing

            	
              “Secrets
                of the Sexually Satisfied Woman” book royalties

            
	
              Braun
                Media and JJJ Marketing

            	
              “Dr.
                Berman Can Help” DVD series

            
	
              Braun
                Media

            	
              Audio
                Series

            
	
              California
                Exotics Novelties

            	
              Novelty
                Agreement