**ASSIGNMENT
      OF LIFE INSURANCE POLICY**





**THIS
      ASSIGNMENT OF LIFE INSURANCE POLICY** (“ Assignment ”)
      is
      made as of June 9, 2006, by Ronco Corporation, a Delaware corporation
      (hereinafter called “ Assignor ),
      whose
      address is 21344
      Superior Street, Chatsworth, California 91311 in
      favor
      of Sanders Morris Harris Inc., a Texas corporation (“ Lead
      Lender ”),
      individually and on behalf of the Lenders (“ Lenders ”)
      parties to the Letter Loan Agreement dated as of the date hereof, among Assignor
      and such Lenders (the “ Loan
      Agreement ”),
      whose
      address is 600 Travis Street, Suite 3100, Houston, Texas 77002.





In
      consideration of certain financial accommodations extended by Lenders to
      Assignor, Assignor does hereby assign, transfer, and set over to Lenders all
      of
      Assignor’s right, title and interest in and to Policy
      No. 81 070 567, issued by John Hancock Life Insurance Company (herein called
      the
“ Insurer ”)
      and
      any supplementary contracts issued in connection therewith (said policy and
      contracts being herein called the “ Policy ”),
      upon
      the life of Ronald M. Popeil, and all claims, options, privileges, rights,
      title, and interest therein and thereunder (except as provided in Paragraph
      2 hereof),
      subject to all the terms and conditions of the Policy and to all superior liens,
      if any, which the Insurer, Wells Fargo Bank, National Association, Prestige
      Capital Corporation, Laurus Master Fund, Ltd. or the holders of Permitted Liens
      (as defined in the Loan Agreement) (collectively, the “ Lienholders ”)
      may
      have against the Policy. Assignor by this instrument agrees, and Lenders by
      the
      acceptance of this Assignment agree, to the conditions and provisions herein
      set
      forth.





1.  Subject
      to the terms and conditions of the Policy, it is expressly agreed that, without
      detracting from the generality of the foregoing, the following specific rights
      are included in this Assignment and pass by virtue hereof:





(a)  The
      sole
      right to collect from the Insurer the net proceeds of the Policy when it becomes
      a claim by death or maturity;





(b)  The
      sole
      right to surrender the Policy and receive the surrender value thereof at any
      time provided by the terms of the Policy and at such other times as the Insurer
      may allow;





(c)  The
      sole
      right to obtain one or more loans or advances on the Policy, either from the
      Insurer or, at any time, from other persons, and to pledge or assign the Policy
      as security for such loans or advances;





(d)  The
      sole
      right to collect and receive all distributions or shares of surplus, dividend
      deposits or additions to the Policy now or hereafter made or apportioned
      thereto, and to exercise any and all options contained in the Policy with
      respect thereto; provided, that unless and until the Lead Lender shall notify
      the Insurer in writing to the contrary, the distributions or shares of surplus,
      dividend deposits and additions shall continue on the plan in force at the
      time
      of this Assignment;








(e)  The
      sole
      right to exercise all nonforfeiture rights permitted by the terms of the Policy
      or allowed by the Insurer and to receive all benefits and advantages derived
      therefrom;





(f)  The
      sole
      right to designate and change the beneficiary of the Policy;





(g)  The
      sole
      right to elect any optional mode of settlement permitted by the Policy or
      allowed by the Insurer;





(h)  The
      sole
      right to return the Policy for cancellation or redemption;





(i)  The
      sole
      right to make deposits for the purpose of paying future premiums on the
      Policy;





(j)  The
      sole
      right to change the Policy to a plan of whole life or endowment insurance;
      and





(k)  The
      sole
      right to transfer, assign, or otherwise dispose of the Policy.





2.  It
      is
      expressly agreed that the following specific rights, so long as the Policy
      has
      not been surrendered, are reserved and excluded from this Assignment and do
      not
      pass by virtue hereof:





(a)  The
      right
      to collect from the Insurer any disability benefit payable in cash that does
      not
      reduce the amount of insurance, so long as the Policy has not been surrendered;
      and





(b)  The
      right
      to elect any optional mode of settlement permitted by the Policy or allowed
      by
      the Insurer; but the reservation of these rights shall in no way impair the
      right of Lenders to surrender the Policy completely with all its incidents
      or
      impair any other right of Lenders hereunder, and any designation or change
      of
      beneficiary or election of a mode of settlement shall be made subject to this
      Assignment and to the rights of Lenders hereunder.





3.  This
      Assignment is made and the Policy is to be held as collateral security for the
      outstanding principal amount of and all accrued and unpaid interest on the
      promissory notes executed by Assignor and payable to the order of Lenders under
      the Loan Agreement; and (ii) all obligations of Assignor to Lenders under any
      documents evidencing, securing, governing and/or pertaining to all or any part
      of the indebtedness described in (i) above (the “ Indebtedness ”).





4.  Assignor
      warrants and represents to Lenders, their successors and assigns
      that:




(a)  the
      terms
      and condition of the Policy are fully set out and disclosed in the copy thereof,
      which has been delivered by Assignor to Lenders;





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(b)  the
      Policy has been accepted by John Hancock Life Insurance Company, is in full
      force and effect, and has not been amended, altered or revoked in any manner;
      and





(c)  Assignor
      has not executed any prior assignment or pledge of its rights under the Policy,
      except to the Lienholders, and holds full and complete power and authority
      to
      transfer, pledge and assign its rights, as owner **** and **** beneficiary
      under the Policy, to Lenders free and clear of any rights of any third party
      whatsoever, other than the Lienholders.





5.  Assignor
      hereby covenants and agrees with Lenders, their successors and assigns, that
      Assignor shall not alter, amend, modify, endorse, borrow funds under, or
      otherwise affect the Policy without the prior written consent of the Lead
      Lender, shall keep the Policy in full force and effect, provide for the prompt
      and timely payment of all premiums and other charges required to be made to
      keep
      said Policy in full force and effect, and, at the written direction of the
      Lead
      Lender shall do or cause to be done all proceedings, acts and things necessary
      or proper to effect the performance and recovery under the Policy at its own
      cost and expense.





6.  The
      Lenders covenant and agree with Assignor as follows:





(a)  That
      any
      proceeds of the Policy received by the Lenders from the Insurer shall be applied
      by Lenders to pay the then existing Indebtedness and any remaining proceeds
      of
      the Policy after the payment of such Indebtedness shall be promptly paid by
      Lenders to Assignor;





(b)  That
      Lenders shall not exercise any rights under the Policy other than (i) the right
      to collect from the Insurer the net proceeds of the Policy when it becomes
      a
      claim by death or maturity, (ii) the right to collect and receive all
      distributions or shares of surplus, dividend deposits, or additions to the
      Policy, and (iii) the right to make deposits for the purpose of paying future
      premiums on the Policy, until there has been an Event of Default (as defined
      in
      the Loan Agreement) that shall have occurred and be continuing; and





(c)  If
      the
      original Policy is in possession of Lenders, Lenders will upon request forward
      without unreasonable delay to the Insurer the Policy for endorsement of any
      designation or change of beneficiary or any election of an optional mode of
      settlement.





7.  The
      Insurer is hereby authorized to recognize Lenders’ claims to rights hereunder
      without investigating the reason for any action taken by Lenders, or the
      validity or the amount of the Indebtedness or the existence of any default
      therein, or the giving of any notice under Paragraph
      6(b) above or
      otherwise, or the application to be made by Lenders of any amounts to be paid
      to
      Lenders. The sole signature of the Lead Lender shall be sufficient for the
      exercise of any rights under the Policy assigned hereby and the sole receipt
      of
      the Lead Lender for any sums received shall be a full discharge and release
      therefor to the Insurer. Checks for all or any part of the sums payable under
      the Policy and assigned herein shall be drawn to the exclusive order of the
      Lead
      Lender if, when, and in such amounts as may be, requested by
      Lenders.





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8.  The
      Assignor agrees to pay when due and before becoming delinquent, all premiums
      necessary to keep the Policy in full force and effect and the amounts due on
      any
      loans or advances on the Policy. The Assignor agrees that it will not exercise
      the right to obtain policy loans from the Insured. The Lenders shall be under
      no
      obligation to pay any premium, or the principal of or interest on any loans
      or
      advances on the Policy obtained by Assignor, or any other charges on the Policy,
      but any such amounts so paid by Lenders from their own funds shall become a
      part
      of the Indebtedness hereby secured, shall be due immediately, and shall draw
      interest at the highest rate permitted by applicable law.





9.  Lenders
      may take or release other security, may release any party primarily or
      secondarily liable for any of the Indebtedness, may grant extensions, renewals
      or indulgences with respect to the Indebtedness, or may apply to the
      Indebtedness in such order Lenders shall determine the proceeds of the Policy
      hereby assigned or any amount received on account of the Policy by the exercise
      of any right permitted under this Assignment, without resorting or regard to
      other security.





10.  Assignor
      declares, represents, and warrants that no insolvency proceedings or proceedings
      in bankruptcy are pending against it, that its Policy is not subject to any
      assignment for the benefit of creditors (other than the Lienholders), that
      the
      Policy is in full force and effect, that Assignor has made no material
      representation or omission in the application for the Policy, that Assignor
      has
      no current knowledge of any event which might cause the Policy to be
      unenforceable and that there are no loans outstanding from the
      Policy.





11.  In
      the
      event of any conflict between the provisions of this Assignment and provisions
      of the Notes (as defined in the Loan Agreement), the Loan Agreement, or other
      evidence of any liability, with respect to the Policy or rights of collateral
      security therein, the provisions of this Assignment shall prevail.





12.  Upon
      payment in full of all of the Indebtedness, this Assignment shall be of no
      further force and effect.





**13.**  **THIS
      ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.**





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IN
      WITNESS WHEREOF, the undersigned executes and delivers this Assignment as of
      the
      first day written above.





**ASSIGNOR:**
            **LEAD
                LENDER:**Ronco
                Corporation
            Sanders
                Morris Harris Inc.By:
                /s/ Richard F. Allen,
                Sr.
            By:
                /s/ Ben T.
                MorrisName: 
                Richard F. Allen, Sr.
            Name: 
                Ben T. MorrisTitle:   
                President and Chief Executive Officer
            Title:   
                Chief Executive Officer














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THE
      STATE
      OF CALIFORNIA §


§


COUNTY
      OF
      ___________ §





This
      instrument was acknowledged before me on the ___ day of ________________, 2006,
      by ____________________, ________________________ of Ronco Corporation, a
      Delaware corporation, on behalf of said corporation.





___________________________________


Notary
      Public in and for the State of Texas **]**









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THE
      STATE
      OF TEXAS §


§


COUNTY
      OF HARRIS §





This
      instrument was acknowledged before me on the 9 day
      of June ,
      2006,
      by Ben
      T.
      Morris , Chief
      Executive Officer of
      Sanders Morris Harris, Inc., a Texas corporation, on behalf of said
      association.





_ /s/Susan
      Eva Bailey ___________________


Notary
      Public in and for the State of Texas














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**ACKNOWLEDGMENT
      OF ASSIGNMENT BY INSURER**





__________________________
      hereby acknowledges receipt of a duplicate of this Assignment of Life Insurance
      Policy Number 81070567 and waives all prohibitions against assignment, if any,
      contained in the above-described policy and consents to the assignment of all
      right, title, and interest by the Assignor in that policy to the full extent
      described in the Assignment.





EXECUTED
      on this the _____ day of _____________________, 2006.





**John
      Hancock Life Insurance Company**





By:_______________________________


Name:_____________________________


Title:______________________________








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