AGENCY SERVICES AGREEMENT

THIS AGREEMENT is made this 14th day of June, 2005, between American Media Systems Co, 350 South Center Street, Suite 500 Reno, Nevada, 89501, hereinafter referred to as "**MANUFACTURER**", and Memories Complete****and its assigns, 329 South 860 East #5, American Fork, UT  84003, hereinafter referred to as "**MEMORIES**".

I. RECITALS

1.1 American Media Systems is a **MANUFACTURER** and/or seller of those products listed in Attachment "A", which is incorporated herein by reference, and desires to secure the services of **MEMORIES** to execute programs that will generate sales of **MANUFACTURER'S** products with QVC in the United States and Internationally, hereinafter referred to as "RETAILER." 

1.2 **MEMORIES** desires to secure the exclusive rights to develop and execute programs for **MANUFACTURER** to RETAILER.

In consideration of the premises, covenants and undertakings herein contained, it is hereby agreed as follows:

II. AGREEMENT

2.1. **MANUFACTURER** shall employ **MEMORIES** to develop and execute programs to generate sales of **MANUFACTURER'S** products for delivery to RETAILER for those products identified in Attachment "A" and for such other products as **MANUFACTURER** and **MEMORIES** may subsequently agree.  The terms of this agreement shall apply and control as to the provisions regarding any added product or product line, except where the agreements regarding the added product lines expressly provide otherwise in writing.  

2.2.  Any negotiations by **MEMORIES**for the account of **MANUFACTURER** shall be conducted in accordance with such prices, terms and conditions as are specified by **MANUFACTURER**.  

2.3.  **MEMORIES**shall not incur any expenses or enter into any obligations without **MANUFACTURER'S** authorization and direction. 

2.4 **MANUFACTURER** accepts full responsibility for granting credit to buyers. 

2.5. Performance Fee.  

2.5.a.       The method of remuneration for **MEMORIES**from **MANUFACTURER** is a "Performance Fee" per Attachment "B", which is incorporated herein by reference.

2.5.b.       Where **MEMORIES**shall actively participate in obtaining the placement with a Retailer of a product which is not then currently sold to the Retailer by **MANUFACTURER**, **MEMORIES'** right to the performance fee shall apply to all future sales of the product to such Retailer, regardless of the termination of this agreement.

2.6.   **MANUFACTURER** will assist **MEMORIES**in verifying sales figures and obtaining marketing information for the products that are the subject of this agreement.

2.7.  **MEMORIES**shall indemnify **MANUFACTURER**, its officers, employees, agents, successors, and assigns against any loss, liability, damage or claim that may occur or arise due to acts or omissions of **MEMORIES,** its officers, employees, agents, successors, and assigns, in the course of performance of this agreement.

2.8.  **MANUFACTURER** shall indemnify **MEMORIES,** its officers, employees, agents, successors, and assigns, against any loss, liability, damage or claim that may occur or arise due to acts or omissions of **MANUFACTURER**, its officers, employees, agents, successors, and assigns, including injuries to persons (including death) and damage to or destruction of property caused by the acts or omission of such persons or any products or services of **MANUFACTURER**, including products and/or packaging proposed by **MEMORIES** and accepted or approved by **MANUFACTURER**.

2.9 The laws of the Nevada shall govern the application and interpretation of this agreement, and all litigation pursuant to this agreement shall be conducted in the State of Nevada. Likewise, the party that prevails in any legal proceeding hereunder shall be entitled to have its reasonable attorney fees and court costs, at trial and on appeal, paid by the losing party.

2.10 Termination.

2.10.a.  If the **MANUFACTURER** shall not be in default under the terms and conditions of this agreement, then this agreement shall begin on the date hereof, and thereafter shall continue in full force and effect for one year from the date thereof and thereafter until such **MANUFACTURER** shall give sixty (60) days written notice for **MEMORIES**to discontinue its services under this agreement.  **MEMORIES** shall be entitled to performance fees on all sales for (a) a period of one calendar year after the last date upon which **MEMORIES**is to provide services for products, and (b) for all future sales of products which **MEMORIES**actively participates in placing with any listed RETAILER, regardless of the termination of this agreement or **MEMORIES** ceasing to provide services.

2.10.b.  **MEMORIES**may cancel this agreement upon sixty days written notice. **MEMORIES**shall be entitled to fees on all sales resulting in payments for a period of sixty (60) days after the last date upon which **MEMORIES**is to provide services for products subject to paragraph 2.5. above.

2.10.c.  If **MANUFACTURER** terminates this agreement by giving less advanced notice than required herein, **MEMORIES**shall be entitled to payment of performance fees as though the required notice had been given on the date of **MEMORIES'** actual receipt of the notice.  **MEMORIES**shall not be required to provide any services beyond the date set out in the notice as the date of termination.

2.11 **MEMORIES**shall deliver to **MANUFACTURER** all papers and other materials related to the work performed under this agreement upon termination thereof, except that **MEMORIES** reserves the right to retain any creative materials solely developed by **MEMORIES**which are not related in their entirety to the work performed by **MEMORIES**under this agreement.

2.12 **MANUFACTURER** shall assume liability for any non-cancelable contracts made by **MEMORIES**in accordance with the terms of this contract on **MANUFACTURER'S** behalf prior to termination. 

IN WITNESS WHEREOF, **MANUFACTURER** and **MEMORIES**have signed this agreement by their duly authorized representatives.      

American Media Systems Co.         Memories CompleteBy:/s/Alexander VesakBy:/s/ Kent ColemanName: Mr. Alexander Vesak Name: Mr. Kent Coleman Title: Director   Title: Owner Date: June 14, 2005Date: June 20,2005
**ATTACHMENT A**

PRODUCTS

All **MANUFACTURER'S** products listed below are included in the scope of this marketing services agreement.  Other products may be added or deleted by **MANUFACTURER** and/or **MEMORIES**by mutual agreement from time to time.

Products:

Craft Kits and/or craft DVDs.

**ATTACHMENT B**

COMPENSATION

The method of compensation to **MEMORIES**from **MANUFACTURER** is a performance fee based on five percent (5%) of the net invoiced sales of **MANUFACTURER**'S products to RETAILER. **MANUFACTURER** will provide **MEMORIES**with a copy of the net invoiced sales to RETAILER on a monthly basis.  **MEMORIES'** right to payment shall be determined on the date an order is transmitted by a Retailer. **MANUFACTURER** shall pay **MEMORIES**the amount specified herein not later than on the 15th day of the month following the month in which the product sales are invoiced, or ten days after receipt of payment from customers, whichever is later.  

Commission checks should be in US Funds and made payable to:

Memories  

Address -

Federal Tax ID # 

**MANUFACTURER**

Customer Name:      American Media SystemsCustomer Address:   350 South Center Street, Suite 500Reno Nevada, 89501Customer Tax ID:           # 87-0736406Customer Contact:   AJ Vesak, DirectorCustomer phone number:     866-651-2219Customer E-mail address:   ajvesak@americanmediasystems.com

**MEMORIES**

ContactKent ColemanAddress:     329 South 860 East #5American Fork, UT  84003Phone  801-492-1992Fax:   801-383-4916E-Mail kent@memoriescomplete.com