This
      Agreement is entered into as of the 26th day of March, 2008, by and between
      uKarma
      Corp. (“uKarma”),
      located at 520 Broadway, Suite 350, Santa Monica, CA 90401, and Dina
      Aronson
      (“Writer”), located at 109 Orange Road, Montclair, NJ 07042, 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
      desires to create a book, related to the series and branded with the “Xflowsion”
trademark, relating to diet and nutrition, for marketing to the general
      public.

    


    B.
      Writer
      has substantial expertise in the field of nutrition, and uKarma desires to
      have
      Writer write the above-described book (the “Book”) on the terms set forth below.


    


    The
      parties agree as follows:

    


    1.
      Services:

    


    a.
      Writer
      will first create an outline for the Book, and will submit such outline to
      uKarma for approval prior to proceeding further. Once Writer has begun writing
      the Book’s chapters, each chapter (along with Writer’s proposed title for that
      chapter) will be submitted to uKarma upon its completion for approval. In each
      case, Writer will make such changes as are reasonably requested by uKarma
      (subject to the next sentence), and submit the revised chapter to uKarma within
      two (2) weeks after uKarma’s request for changes. Once a chapter has been
      submitted, uKarma may make one (1) request for major (e.g., structural) changes
      in such chapter, and thereafter may make only reasonable, non-structural
      requests for edits by Writer.

    


    b.
      The
      final chapter of the Book will be submitted not later than July 31, 2008.


    


    c.
      Not
      later than the submission of the final chapter, Writer will submit a list of
      not
      fewer than ten (10) recommended titles for the Book.

    


    d.
      It is
      agreed that indexing, layout, design and marketing services are not required
      of
      Writer, and uKarma will be responsible for procuring same.

    


    e.
      It is
      contemplated that the Book will be between Two Hundred Fifty (250) and Three
      Hundred (300) pages in length, and will include four (4) weeks worth of meal
      plans and recipes.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
      Compensation:

    


    a.
      In
      consideration of Writer’s services hereunder, provided that Writer is not in
      material violation of this Agreement, uKarma will pay to Writer, on a “pay or
      play” basis [meaning that uKarma need not use the results of Writer’s services,
      but will have satisfied its obligations to Writer by making payment of the
      sum
      provided in this subparagraph 2(a)] the sum of Forty Thousand Dollars ($40,000),
      payable as follows:

    


    i.
      Fifteen Thousand Dollars ($15,000) upon the execution of this
      Agreement;

    ii.
      Fifteen Thousand Dollars ($15,000) on or before the completion and delivery
      of
      the first fifty percent (50%) of the Book; and

    iii.
      Ten
      Thousand Dollars ($10,000) on full completion and delivery, and uKarma’s
      acceptance, of the Book.

    


    b.
      uKarma
      will also 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 2b. 

    


    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, and Two and One-Half Percent (2.5%) of the Publisher’s
      Price where uKarma engages a third party publisher.

    


    iii.
      Notwithstanding anything herein to the contrary, the Writer’s Royalty will be
      paid prospectively, from and after the point where retail sales of the Book
      equal Fifty Thousand (50,000) units.

    


    iv.
      Wherever uKarma is paid for Book sales on a basis other than a per-unit royalty
      (such as a flat license fee), provided that the Book has sold over Fifty
      Thousand (50,000) units prior to uKarma’s receipt of such payment, 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).

    


    v.
      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.

    


    c.
      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. Writer will have
      customary rights to inspect uKarma’s records as they relate to sales of the Book
      (not manufacturing records), provided that any such inspection must be conducted
      by a certified CPA, may not be conducted more often than once a year, and must
      be conducted in a manner that is not disruptive of uKarma’s business, with at
      least thirty (30) days’ prior notice. 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 with Paskel, or with Bill Glaser (uKarma’s CEO), or with any other
      person(s) whom uKarma believes to have contributed to the authorship of the
      Book. Writer hereby waives, irrevocably and forever, the right to claim
      authorship of the Book (except to the extent uKarma elects to credit her 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. Examples of such usage include, “Written by Eric
      Paskel and Dina Aronson,” or “Written by Eric Paskel and Bill Glaser, with Dina
      Aronson,” or “By Bill Glaser and Eric Paskel, with contributions from Dina
      Aronson.” 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 her 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.

    


    5.
      Recipes:
      Writer
      will select, subject to uKarma’s approval, a third party (the “Recipe Master”)
      to create recipes for the Book, and to stage and take photographs of prepared
      foods for use in the Book and/or its promotion, advertising or publicity. uKarma
      will pay the Recipe Master directly, and has budgeted the sum of Five Thousand
      Dollars ($5,000) for this purpose (the amount paid to the Recipe Master may
      not
      exceed this sum without uKarma’s consent). Writer will cause the Recipe Master
      to sign a Certificate or Authorship in the form of Exhibit A attached to this
      Agreement, to confirm uKarma’s ownership of all rights in and to the results and
      proceeds of the Recipe Master’s services.

    


    6.
      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.

    


    7.
      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).

    


    8.
      Exclusivity:
      Writer
      will refrain from writing, co-writing, or otherwise participating in the
      creation of, any book with a similar theme (i.e., a non-fiction food and
      lifestyle book), for a period of three (3) years from the initial publication
      of
      the Book. Notwithstanding the foregoing, during such three-year period, Writer
      may participate in the creation of another book with a similar theme, if Writer
      submits the idea for such book to uKarma, and uKarma determines (and confirms
      to
      Writer in writing) that such book will not be competitive with the Book in
      the
      marketplace. uKarma’s determination as to whether such book will be competitive
      will be made in good faith, but that determination will be binding.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.
      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.

    


    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
      _________________________                
      /s/ Dina
      Aronson                  

    Dina
      Aronson