DISTRIBUTION AND MARKETING AGREEMENT

        This  agreement  ("Agreement")  is  entered  into this 12th day of June,
2008,  ("Effective Date") between Incoming,  Inc.  ("Incoming" or "the Company")
having its  principal  office at 8300  N.Hayden  Road,  Suite  207,  Scottsdale,
Arizona and OOO "Propaganda" ("Propaganda" or "Distributor"),  having its office
at Goncharsky Blvd, Dom 15, Suite 248,Moscow, Russian Federation.

        Whereas,  Incoming  is engaged in resale and  distribution  of  American
Urban Streetwear and Hip Hop clothing labels ("Products");

        Whereas, Propaganda is in the business of product distribution,marketing
and advertizing;

        Whereas,  Incoming desires to engage the Distributor for the purposes of
marketing and selling of American Urban  Streetwear and Hip Hop clothing  labels
in Russian Federation and former CIS countries; and

        Therefore,  in consideration of the following  conditions set for the in
this Agreement, the parties agree to the following.

1.      DEFINITIONS

        "Customer" means a retail store or a local distributor of the Product.

        "Products" means Hip Hop apparel including footwear and accessories  and
        Urban Streetwear including footwear and accessories.Incoming may add to,
        delete from, or otherwise modify the Products on the Product List at any
        time.

        "Territory" means Russian Federation and former CIS countries.

2. PRODUCT TERMS

        2.1 APPOINTMENT.  Incoming hereby appoints Distributor,  and Distributor
accepts such appointment, to act as a non-exclusive Distributor of Products only
to Customers located in the Territory. Sale of Products to other Distributors or
Distributor's affiliates is strictly prohibited.

        2.2 PRICES.  The prices paid by  Distributor  to Incoming  for  Products
shall  initially  be as set forth as per mutual  agreement  on a per item basis.
Incoming shall have the right,  at any time, to change,  alter, or amend Product
prices upon written notice.  Distributor is eligible to receive price protection
in accordance with the guidelines  determined by both parties to this Agreement.
Prices are exclusive of all taxes, insurance, and shipping and handling charges,
which are Distributor's sole responsibility.

3. ORDERING AND PAYMENT

        3.1 ORDERS.  Orders shall be in writing and be subject to  acceptance by
Incoming.  The terms and  conditions  of each order shall be as provided by this
Agreement,  and  the  provisions  of  either  party's  form of  purchase  order,
acknowledgment   or  other   business   forms   will  not  apply  to  any  order
notwithstanding the other party's acknowledgment or acceptance of such form.

        3.2 SHIPMENT.  Shipment will be F.O.B.  Incoming's  specified  warehouse
("Delivery  Point"),  freight collect, at which time title and risk of loss will
pass to  Distributor.  All freight,  insurance and other shipping  expenses from

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Delivery Point, as well as any expenses related to Distributor's special packing
requests,  will be borne by Distributor unless otherwise agreed to in writing by
Incoming.

        3.3 PAYMENT.  Subject to compliance with Incoming's credit requirements,
payments  on orders  will be due and  payable  in full ** days from the  invoice
date. If  Distributor is in default of its payment  obligations,  Incoming shall
give written notice of such default to Distributor. Upon receipt of such default
notice,  Distributor  shall have ** days to cure. If  Distributor  fails to cure
within the ** notice period,  Distributor  shall pay monthly  service charges of
1.5% per month for any past due  amounts.  Incoming  may in its sole  discretion
change  Distributor's  credit  terms  and/or  require  C.O.D.  payment  for  any
shipments.

4. DEFECTIVE  PRODUCT RETURNS.  Returns of defective  Products will be processed
and  consolidated for shipment  biweekly to Incoming by Distributor.  Returns of
defective  Products  will be  paid  for by  Incoming  when  Incoming  authorized
carriers are used.  Return shipment  charges via  unauthorized  carriers and all
customs  or  broker's  fees  are the  responsibility  of  Distributor.  Incoming
reserves the right to charge-back to Distributor  shipping  charges  incurred on
those  Products that were not at any point resold to Customers but were returned
as defective and no fault was found.

Distributor  will be in material breach of this Agreement if it returns Products
as  "defective"  to Incoming when  Distributor  has not at any point resold such
Products to Customers, except that Distributor may return Products that were not
at any point resold to Customers that are in fact "defective."

5. DISTRIBUTOR'S OBLIGATIONS

        5.1 MARKETING  DEVELOPMENT.  Distributor  will  aggressively  market and
advertise  the  Products  consistent  with  Distributor's  marketing  plans  and
strategies.  So  long as  Distributor  is in  compliance  with  this  Agreement,
Distributor may participate in Incoming's Market Development Program.

        5.2  INVENTORY/  SALES  INFORMATION.  Distributor  will be  required  to
provide sell through and inventory  information for all inventory  locations via
an  electronic  link such as EDI or other  standard  data  transfer and exchange
method. The method must be agreed to in advance by Distributor and Incoming.

        5.3 DISTRIBUTOR  COVENANTS.  Distributor will: (i) conduct business in a
manner  that  reflects  favorably  at all times on  Products  and the good name,
goodwill  and  reputation  of  Incoming;  (ii) avoid  deceptive,  misleading  or
unethical  practices  that are or might be  detrimental  to Incoming or Incoming
Products;  (iii)  make no false or  misleading  representations  with  regard to
Incoming or Incoming  Products;  (iv) not publish or employ, or cooperate in the
publication or employment of, any misleading or deceptive  advertising  material
with regard to Incoming or Incoming Products;  and (v) make no  representations,
warranties  or  guarantees  to  customers  or to the trade  with  respect to the
specifications  of Incoming  Products  that are  inconsistent  with  information
distributed by Incoming.

        5.4 USE OF TRADEMARKS AND PROPRIETARY NOTICES.

                  5.4.1 TRADEMARKS OF THE PARTIES TO THIS AGREEMENT.  During the
                  term of this  Agreement,  Distributor  may use the trademarks,
                  trade  names,  logos and  designations  used by  Incoming  for
                  Incoming  Products  solely in  connection  with  Distributor's

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                  advertisement   and   promotion  of  Incoming   Products,   in
                  accordance  with  Incoming's   then-current   trademark  usage
                  policies.   Distributor   shall  not  remove  or  destroy  any
                  copyright notices, trademarks or other proprietary markings on
                  the Products, or other materials related to the Products. Upon
                  termination  of this  Agreement  Distributor  may  continue to
                  advertise and promote the Products using Incoming's trademarks
                  and trade names until  inventory  depletion.  Incoming may not
                  use  Distributor's  trade names,  trademarks  or service marks
                  without first obtaining Distributor's express approval.

                  5.4.2  OTHER'S  TRADEMARKS.  Each party  shall use the other's
                  Trademarks in accordance  with sound  trademark and trade name
                  usage  principles and in compliance  with all applicable  laws
                  and  regulations  of  the  United  States  (including  without
                  limitation   all  laws  and   regulations   relating   to  the
                  maintenance  of  the  validity  and   enforceability  of  such
                  Trademarks)  and shall not use the  Trademarks  in any  manner
                  that might  tarnish,  disparage,  or reflect  adversely on the
                  Trademarks or the owner of such  Trademarks.  Each party shall
                  use, in connection with the other's  Trademarks,  all legends,
                  notices and  markings  required by law. No party may alter the
                  appearance  of  another's   Trademarks  in  any   advertising,
                  marketing,  distribution,  or sales  materials,  or any  other
                  publicly  distributed  materials  without  the  prior  written
                  consent of the other party.

6. TERM AND TERMINATION

        6.1 TERM.  This  Agreement  shall  commence  on the  Effective  Date and
continue for twelve (12) months thereafter unless terminated earlier as provided
herein.  The  Agreement  may be renewed for  additional  twelve (12) months upon
mutual agreement by the Parties to this Agreement.

        6.2  TERMINATION  WITHOUT  CAUSE.  Distributor or Incoming may terminate
this Agreement  without cause, at any time, by written notice to the other party
not less than thirty (30) days prior to the effective date of  termination.  All
unfilled  orders  pending at the time of the date of such notice of  termination
shall be deemed cancelled,  and Incoming and Distributor hereby waive all claims
against the other in connection with the cancellation of such orders.

        6.3 TERMINATION FOR BREACH.  Incoming may terminate this Agreement,  for
cause, by written notice to Distributor not less than ten (10) days prior to the
effective  date of such notice in the event that: (i)  Distributor  fails to pay
past due invoices  within  thirty (30) days after notice that  invoices are past
due; (ii)  Distributor  fails to resolve and remove from  Incoming  unauthorized
debits after a remedy period of 15 business days from date of debit, Distributor
violates  any other  material  provision of this  Agreement;  or (iv) control of
Distributor  is  acquired,   directly  or  indirectly,  by  a  third  party,  or
Distributor is merged with a third party. Upon giving its notice of termination,
Incoming  may alter its terms of sale,  including  credit  terms,  and take such
other action as may be consistent  with the  termination  of  Distributor  as an
authorized Incoming Distributor.

        6.4  TERMINATION   FOR   INSOLVENCY.   At  the  option  of  Incoming  or
Distributor,  this Agreement shall  terminate  immediately if: (i) a receiver is
appointed  for the other party or its  property;  (ii) the other  party  becomes
insolvent  or unable to pay its debts as they  mature or ceases to pay its debts
as they mature in the ordinary  course of business,  or makes an assignment  for
the benefit of  creditors;  (iii) any  proceedings  are  commenced by or for the
other party under any  bankruptcy,  insolvency or debtors'  relief law; (iv) any
proceedings  are  commenced   against  the  other  party  under  any  bankruptcy

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insolvency or debtor's relief law, and such proceedings have not been vacated or
set aside within sixty (60) days from the date of commencement  thereof;  or (v)
the other party commences to dissolve under applicable corporate law statutes.

        6.5   TERMINATION/EXPIRATION   ACCOUNTING.   All   amounts   payable  by
Distributor to Incoming shall survive termination and become immediately due and
payable.  In  addition,  Incoming  shall  have the  right to  repurchase  unsold
Products in Distributor's inventory. Within ten (10) days following termination,
Distributor shall furnish Incoming with an inventory of unsold Products.  Within
ten (10) days after receipt of such inventory, Incoming shall notify Distributor
in writing whether or not Incoming intends to repurchase from Distributor all or
part of such  inventory at the original  invoice  price (less  discounts,  price
protection  or  other  credits  previously  granted).  Incoming  shall  pay  all
transportation  and  other  costs  connected  with  shipping  such  Products  to
Incoming.

7. WARRANTY

        7.1 CUSTOMER WARRANTY. Incoming provides a Limited Warranty Statement to
Customers.  Distributor  will make  available to Customers a copy of the Limited
Warranty  Statement  and  will  not  make  any   representations  or  statements
inconsistent  with such Limited Warranty  Statement.  Distributor shall have the
right to  return  at  Incoming's  expense  and for full  credit  (if  there  are
sufficient  funds to offset) or refund of the  purchase  price any  products for
which the sale is  prohibited  by  applicable  local,  state,  or  federal  law,
ordinance, rule or regulation.

        7.2 EXPRESS DISCLAIMER. INCOMING MAKES NO WARRANTIES OR  REPRESENTATIONS
AS TO THE PRODUCTS, EXCEPT AS SET FORTH  ABOVE.  ALL  IMPLIED   WARRANTIES   AND
CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF  MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

8. LIMITATION OF LIABILITY.  THE LIABILITY OF INCOMING AND ITS SUPPLIERS ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF PRODUCTS HEREUNDER,  SHALL
BE  LIMITED TO THE ACTUAL  AMOUNTS  PAID BY  DISTRIBUTOR  TO  INCOMMING  FOR THE
PRODUCTS  GIVING RISE TO SUCH  DAMAGES,  AND SHALL IN NO EVENT  INCLUDE  LOSS OF
PROFITS,  COST OF PROCURING  SUBSTITUTE  GOODS OR SERVICES,  OR ANY  INCIDENTAL,
INDIRECT OR CONSEQUENTIAL  DAMAGES OF ANY KIND, EVEN IF INCOMING OR ITS SUPPLIER
IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9. CONFIDENTIALITY.  The  parties  to  this  Agreement  agree  to  maintain  the
confidentiality of information  relating to  products,  sales  data,  and  other
business information shared by the  parties  and  not  generally  known  to  the
public.

10.FORCE MAJEURE.  Incoming and  Distributor  shall not be liable for delays  or
failure  to  fulfill  the terms of this  Agreement  due to causes  beyond  their
reasonable control.  Such causes may include,  but are not restricted to Acts of
God, fires,  floods,  strikes,  accidents,  riot, war, government  interference,
rationing allocations and embargoes.  In the event of a delay, the date or dates
for  performance of this  Agreement  shall be extended for a period equal to the
time lost by reason of delay,  provided that either party who is not affected by
any of such causes may terminate the Agreement  immediately  upon written notice
to the other party should any of such causes last over 45 days.

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11.GENERAL

        11.1  ASSIGNMENT.  Neither party may assign,  delegate,  or transfer the
Agreement,  or any of its rights or duties hereunder,  without the prior written
consent of the other party. Any attempted  assignment or delegation in violation
of this section shall be void. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties,  their  successors  and  permitted
assigns.  Notwithstanding  the  foregoing,  Incoming  may  assign its rights and
duties hereunder in connection with a merger, consolidation, spin-off, corporate
reorganization,  acquisition,  or sale of all or substantially all the assets of
Incoming.

        11.2 GOVERNING LAW. This Agreement  shall be governed by the laws of the
State of Nevada  (other than its  conflicts of law  principles),  excluding  the
United Nations  Convention on Contracts for the International Sale of Goods. The
parties hereby consent to the exclusive jurisdiction of and venue in the federal
and/or state courts located in the State of Nevada.

        11.3 INDEPENDENT  CONTRACTORS.  In performing  their  respective  duties
under this  Agreement,  each of the parties will be operating as an  independent
contractor. Nothing contained herein will in any way constitute any association,
partnership,  or joint venture  between the parties  hereto,  or be construed to
evidence  the  intention  of the  parties to  establish  any such  relationship.
Neither  party will have the power to bind the other party or incur  obligations
on the other party's behalf without the other party's prior written consent.

        11.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any
waiver of any rights,  will be  effective  unless  assented to in writing by the
party  to be  charged,  and the  waiver  of any  breach  or  default  shall  not
constitute  a waiver of any other right  hereunder or any  subsequent  breach or
default.

        11.5 NOTICES.  Any required or permitted notices hereunder must be given
in  writing  at the  address  of each  party set forth  below,  or to such other
address as either  party may  substitute  by written  notice to the other in the
manner  contemplated  herein,  by  one  of the  following  methods:  registered,
express,  or certified  mail,  return receipt  requested,  postage  prepaid;  or
nationally-recognized  private express courier.  Notices will be deemed given on
the date received.

Incoming:         8300 N.Hayden Road, Suite 207
                  Scottsdale, Arizona 85258

Propaganda:       Goncharsky Blvd, Dom 15, Suite 248
                  Moscow, Russian Federation


        11.6  SEVERABILITY.  If for any reason any  provision of this  Agreement
shall  be  held  by  a  court  of  competent   jurisdiction  to  be  invalid  or
unenforceable,  the remaining  provisions of this Agreement shall remain in full
force and effect.

        11.7  LIMITATION  OF  ACTION.  Any  legal  action  arising  out of  this
Agreement  shall be barred  unless  commenced  within one (1) year of the act or
omission  giving  rise to the  action.  Such  limitation  shall not apply to any
actions asserted against  Distributor by Incoming arising from any delinquencies
in payment for Products.

        11.8 ENTIRE  AGREEMENT.  This Agreement and the exhibits attached hereto
constitute  the entire and exclusive  agreement  between the parties hereto with
respect to the subject matter hereof and supersede any prior agreements  between
the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by  their  respective  authorized  representatives  as of the date  first  above
written.

Incoming, Inc.                             OOO "Propaganda"


/s/ Yury Nesterov                          /s/ Alexei Chernov
------------------------                   -------------------
Yury Nesterov, President                   Alexei Chernov, CEO