This
        Agreement is entered into as of the 25th day of April, 2008, by and between
        uKarma
        Corp. (“uKarma”),
        located at 520 Broadway, Suite 350, Santa Monica, CA 90401, and Bill
        Glaser (“Writer”),
        located at 520 Broadway, Suite 350. Santa Monica, CA 90401, with reference
        to
        the following facts:

      


      A.
        uKarma
        is the creator and owner of the “Xflowsion” exercise and lifestyle DVD series
        featuring Eric Paskel (“Paskel”), and products related to said series. uKarma is
        in the process of creating a book, in collaboration with Dina Aronson
        (“Aronson”), related to the series and branded with the “Xflowsion” trademark,
        relating to diet and nutrition, for marketing to the general public (the
        “Book”). Notwithstanding this description, it is not intended by the parties
        that branding with the “Xflowsion” trademark, be a condition or requirement of
        this Agreement.

      


      B.
        Writer
        has substantial expertise in the field of healthy living and nutrition, and
        uKarma desires to have Writer create content for the Book. 

      


      The
        parties agree as follows:

      


      1.
        Services:

      


      a.
        Writer
        will collaborate with Aronson to write content throughout the book, including
        the intro and full and partial chapters. Writer will also review, edit, and
        rewrite Aronson’s (and other Writer’s) “Work” as he deems
        appropriate.

      


      


      2.
        Compensation:

      


      a.
        uKarma
        will pay to Writer a royalty (“Writer’s Royalty”) based on sales of the Book
        (including sales in both physical and digital media, such as downloads, and
        so-called “audio books,” it being understood that sales in all media will be
        included in sales levels described below, and further understood that
        dissemination of the Book, in whole or in excerpts, for no charge, for
        promotional purposes, will neither count as sales that generate royalties
        hereunder nor be included in such sales levels), in accordance with this
        paragraph 2a. 

      


      i.
        For
        purposes hereof, the “Publisher’s Price” will be the price paid to the Book’s
        publisher (the “Publisher”), whether sales are made directly to retailers or to
        wholesalers or other intermediate parties (that is, the Publisher’s Price may be
        the equivalent of a wholesale or a retail price), after subtracting therefrom
        taxes, returns, collection costs, chargebacks or other similar fees or returns
        (and the Publisher may take a reasonable reserve against such fees or returns
        [not to exceed twenty-five percent (25%) of sales], which will be liquidated
        within three accounting periods). 

      


      ii.
        The
        Writer’s Royalty will be Five Percent (5%) of the Publisher’s Price where uKarma
        acts as the Publisher. If uKarma engages a third party publisher, the Writer’s
        Royalty will be negotiated in good faith based on the royalty uKarma receives
        in
        order to maintain a fair distribution of the royalty to all involved
        parties.

       

      
        
          
          

        

        
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      iii.
        Wherever uKarma is paid for Book sales on a basis other than a per-unit royalty
        (such as a flat license fee), uKarma will pay to Writer an amount equal to
        Five
        Percent (5%) of uKarma’s net receipts (i.e., gross receipts minus taxes and
        collection costs).

      


      iv.
        As
        used in this Agreement, “collection costs” are any costs incurred in connection
        with the collection of monies from buyers, including but not limited to audit
        costs, fees paid to any collection agency or other third party to collect
        such
        sums, and the costs of legal action where necessary.

      


      b.
        uKarma
        will account to Writer for the Writer’s Royalty on a quarterly basis, within
        sixty (60) days after the end of each calendar quarter. No accounting need
        be
        rendered for any period for which no sales have been made. Any statement
        to
        which Writer has not objected (with specific written basis for such objection)
        within two (2) years after it has been rendered will be deemed binding upon
        Writer.

      


      3.
        Credit:
        Writer
        understands and agrees that uKarma will have the right, but not the obligation,
        to accord Writer credit as author or co-author of the Book. In this regard,
        Writer may be credited, in uKarma’s sole discretion, as sole author, or as
        co-author. Writer hereby waives, irrevocably and forever, the right to claim
        authorship of the Book (except to the extent uKarma elects to credit him
        as
        such), and will not make any statements to any persons, including but not
        limited to any press or media, claiming to have authored the Book to any
        greater
        degree than the credit uKarma elects to accord Writer. 

      


      In
        this
        regard, if uKarma elects to accord credit to Writer together with one or
        more
        other persons, uKarma may use such descriptive or connecting words as uKarma,
        in
        its sole discretion, decides. All aspects of such credit, including the
        descriptive or connective words used, the order of names listed, and the
        size of
        each credit, will be entirely within uKarma’s discretion, and uKarma may elect
        not to accord credit to Writer at all.

      


      Writer
        understands that any public statements made by Writer that are inconsistent
        in
        any way with uKarma’s decision about whom to credit and whom not to credit with
        authorship, may be detrimental to the Book’s public perception and therefore to
        its commercial success. Writer will refrain from any such statements, or
        any
        statements derogatory toward the Book in any way. Non-derogatory, incidental
        mention of Writer’s engagement hereunder is permitted, AFTER uKarma has
        determined authorship credit, and only if Writer is accorded credit; Writer
        will
        obtain uKarma’s prior written consent before making any such mention, which
        consent will not be unreasonably withheld.

      


      4.
        Personal
        Appearances:
        Whenever
        uKarma and Writer mutually agree that it is convenient and desirable for
        Writer
        to make a public appearance to promote the Book (and only in the event of
        such
        mutual agreement), Writer will use his best efforts to participate in such
        public appearances, provided that each request for such appearance will be
        reasonable, the number of such requests will be reasonable and customary
        for
        promotion of a book of the nature of the Book, and Writer’s obligation will
        always be subject to Writer’s availability to appear.

       

      
        
          
          

        

        
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      5.
        Rights/Ownership:
        The
        results and proceeds of Writer’s services hereunder, including but not limited
        to the Book and all drafts, ideas, pictures, drawings, graphics, titles and
        outlines (collectively the “Work”), will be a work made for hire for uKarma
        under the copyright laws of the United States and any other jurisdiction
        where
        the concept of a work made for hire is recognized. As such, uKarma is and
        will
        be the sole owner of all rights in and to the Work (including copyrights
        therein), from inception, perpetually, throughout the universe. To the extent
        that, in any jurisdiction or territory throughout the world, the Work or
        any
        portion of it is not recognized as a work made for hire for uKarma, Writer
        will
        and hereby does assign all rights (including all copyrights) in and to the
        Work
        to uKarma, forever, irrevocably, throughout the universe. Writer hereby waives,
        irrevocably and forever, any so-called “moral rights,” “neighboring rights” and
        any other rights to which Writer might otherwise be entitled, which would
        limit
        or impair uKarma’s full ownership and enjoyment of its rights in and to the
        Work. Without limiting the foregoing, uKarma will have the right to register
        the
        Book and all elements thereof for copyright in its sole name, and the right
        to
        edit, alter, sell, license, distribute and otherwise exploit the Book and/or
        any
        portions thereof in all media or formats now known or hereafter devised,
        in
        perpetuity, throughout the universe.

      


      6.
        Related
        Rights:
        uKarma
        will also have the right, but not the obligation, to use Writer’s name, approved
        photo or likeness, and approved biographical information, in connection with
        the
        packaging, advertising, promotion or publicity of the Book. Writer will,
        upon
        request, submit to uKarma photos and/or biographical information for such
        use.
        Any use of Writer’s name or likeness in connection with another commercially
        exploited product related to the Book (e.g., DVD’s and merchandise) will require
        negotiation by the parties in good faith of appropriate compensation for
        such
        use (taking into account the nature of the product, the circumstances, and
        industry custom and practice).

      


      7.
        Miscellaneous:

      


      a.
        Writer
        will, upon request, sign and deliver to uKarma any further documents that
        are
        reasonably required to confirm uKarma’s rights hereunder (such as a short-form
        copyright assignment for filing with the U.S. Copyright Office).

      


      b.
        In the
        event of any breach or alleged breach by uKarma of any of its obligations
        hereunder, Writer’s remedies will be limited to an action at law for damages,
        and in no event will Writer have the right to seek to enjoin the publication,
        promotion, advertising or exploitation of the Book. 

      


      c.
        Writer’s services are of a unique and extraordinary nature, and uKarma will have
        the right to seek equitable remedies, including injunctive relief, to prevent
        Writer’s breach of any provision of this Agreement.

       

      
        
          
          

        

        
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      d.
        Nothing herein will constitute the parties as partners, nor will anything
        in
        this Agreement convey to Writer any rights whatsoever in the Book or any
        trademarks or other elements contained therein or associated therewith. Without
        limiting the foregoing, the trademark “Xflowsion” remains the sole property of
        uKarma.

      


      e.
        This
        Agreement contains the entire agreement between the parties, and supersedes
        any
        prior discussions or agreements, whether written or oral. This Agreement
        may not
        be amended except by a written document signed by the party charged with
        such
        amendment. This Agreement may be signed in counterparts, and a signature
        by
        facsimile will be binding upon the signing party.

      


      f.
        This
        Agreement will be subject to the laws of the State of California, without
        regard
        to conflict-of-laws rules in said State. In the event of any dispute arising
        hereunder or relating to the subject matter of this Agreement, the parties
        agree
        to submit such dispute to binding arbitration in Los Angeles, under the rules
        and jurisdiction of JAMS.

      


      g.
        Each party to this Agreement has either consulted with an attorney of its
        or her
        choosing, or had the opportunity but declined to do so. In the event that
        Writer
        declines to consult with a lawyer, Writer understands and agrees that neither
        Writer’s lack of legal representation, nor the fact that this Agreement was
        prepared by counsel for uKarma, will be grounds for challenging the
        interpretation or the validity of this Agreement or any part of
        it.

       

      uKarma
        Corp.

      
        


        
          	By	
                   

                	 	 

	  	  	 	
                  Bill
                    Glaser

                


        

         

        
          
            
            

          

          
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