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 Eric
      Paskel (“Writer”),
      located at 420 Gretna Green, Los Angeles, CA 90049, 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 psychology, fitness, and healthy
      living, and uKarma desires to have Writer create content for the Book.


    


    The
      parties agree as follows:

    


    1.
      Services:

    


    a.
      Writer
      will collaborate with Aronson and Glaser to write content about exercise and
      fitness, along with content related to the emotional and psychological aspects
      that effect diet. It is anticipated that Writer will provide content for the
      aforementioned topics to complete a minimum of 2 complete chapters in the
      Book.

    


    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
      but
      be no more than Two and One Half Percent (2.5%).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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.

    v.
      ADVANCE ON ROYALTIES: uKarma will pay and advance against future royalties
      to
      Writer equaling $10,000 (ten thousand dollars). This advance is non-refundable
      and will be applied toward the first $10,000 of royalties earned based on the
      above royalty percentages of book sales.

    


    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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    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.

    


    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.
      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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    8.
      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	
               

            	 	 

	  	  	 	
              Eric
                Paskel

            


    

     

    
      
        
        

      

      
        4