INDEPENDENT SALES REPRESENTATIVE AGREEMENT
                   ------------------------------------------


     THIS  INDEPENDENT SALES REPRESENTATIVE AGREEMENT (the "Agreement") is dated
as of August 8, 2001 and is between INTERNATIONAL COMMERCIAL TELEVISION, INC., a
Nevada corporation ("ICTV"), and DIMENSIONAL MARKETING CONCEPTS, INC., a Florida
corporation  ("DMC").

     ICTV  is  engaged  in  the  marketing  and distribution of various consumer
products,  and  DMC  has expertise in managing the promotion, marketing and sale
(collectively,  "Promotion"  and  grammatical  variants  thereof)  of  consumer
products into retail channels of trade. The parties wish to set forth herein the
terms  and  conditions  under  which  ICTV  will  engage  DMC to perform certain
services  in  connection  with  the  Promotion  of consumer products into retail
channels  of  trade  in  the  territory  specified  herein.

     Accordingly,  in  consideration of the mutual promises and undertakings set
forth  herein,  and  intending  to be legally bound hereby, the parties agree as
follows:

1.     Engagement.
       ----------

     (a)     Services.  ICTV  hereby  engages  DMC  to  serve  as  its exclusive
             --------
independent sales representative for all Contract Products to Retail Accounts in
the  Territory  (as  those  terms are defined in Section 1(b) hereof). Except as
otherwise  expressly  provided  herein,  the  services  to  be  performed by DMC
hereunder  (collectively,  the  "Services")  shall  consist  of  all  activities
customarily  associated  with  Promoting  goods  to  Retail  Accounts including,
without  limitation,  the  following:

          (1)     Marketing  Activities.  Engaging  in  marketing  activities to
                  ---------------------
stimulate  sales  of  Contract  Products  to Retail Accounts, including, without
limitation,  preparing  a  business plan for each Contract Product, assisting in
developing  marketing  strategies,  sales goals, retail packaging and trade show
presentations,  and  establishing  and  administering  a  network  of  sales
representatives;

          (2)     Soliciting  Orders.  Soliciting  orders  for Contract Products
                  ------------------
from  Retail  Accounts;

          (3)     Warehousing  and Fulfillment. Making arrangements satisfactory
                  ----------------------------
to  ICTV for warehousing and fulfillment of all Contract Products sold to Retail
Accounts  in  the  Territory  hereunder;

          (4)     Back-End  Assistance.  Rendering  such  additional  "back end"
                  --------------------
assistance  as  ICTV  may  reasonably  require,  including,  without limitation,
customer  service,  order  entry,  EDI/ASN,  warehouse administration, inventory
control,  sales  and  financial reporting, accounts payable/receivable, customer
billing  and  collection  and  coordinating  authorized  returns;


<PAGE>
          (5)     Insurance  Requirements.  Assisting  ICTV  to evaluate product
                  -----------------------
liability  insurance  requirements  with  respect  to each Contract Product; and

          (6)     Additional  Services.  Otherwise  facilitating  sales  to  and
                  --------------------
servicing  the  needs  of  Retail  Accounts.

     (b)     Definitions.
             -----------

          (1)     Contract  Products.  For purposes of this Agreement, "Contract
                  ------------------
Products"  shall mean those consumer products to which ICTV has rights of retail
distribution which DMC elects to market and distribute hereunder. ICTV shall not
market or distribute or license or otherwise grant to any other person or entity
the  right to market or distribute any goods to Retail Accounts in the Territory
unless ICTV first offers to DMC the right to so market and distribute such goods
pursuant to the terms of this Agreement. DMC shall have a period of 30 days from
the date of its receipt of such offer to accept or reject the rights so offered.
If  DMC  rejects such offer or does not accept such offer for such rights within
such  30-day  period,  then ICTV shall be free to exercise such rights itself or
grant  such  rights  to  any  third  person.

          (2)     Retail  Accounts.  For  purposes  of  this  Agreement, "Retail
                  ----------------
Accounts"  shall  mean  operators  of traditional retail stores, price clubs and
convenience  stores  and  wholesalers  to  such  retail  institutions.  "Retail
Accounts"  shall  expressly  exclude (i) resellers that sell via television home
shopping,  the  Internet,  catalog, mail order, credit card syndication and (ii)
resellers  in  the educational market (including, without limitation, all levels
of  schools,  preschools  and  daycare).

          (3)     Territory.  For  purposes  of  this Agreement, the "Territory"
                  ---------
shall  consist  of  the  United  States  and  Puerto  Rico.

     (c)     Limitations.  The  Services  shall  be  limited  to those expressly
             -----------
enumerated  herein  and  such  other  services (and only such other services) to
which  ICTV  and  DMC  may  hereafter  expressly agree in writing. DMC shall not
perform  any services not authorized by this Agreement without the prior written
approval  of  such  services  by  ICTV.

     (d)     Third-Party  Rights.  DMC  acknowledges  that  ICTV's  rights  with
             -------------------
respect to any given Contract Product may be (i) derived from and subject to the
terms,  conditions  and  limitations  set  forth in a third-party agreement with
respect  thereto  (a  "Marketing  Agreement")  and  (ii)  subject to termination
concurrently  with  the  termination of ICTV's rights in such product under such
Marketing  Agreement. DMC shall have no claim against ICTV arising from any such
termination  (including,  without  limitation,  any  claim  based on delay, lost
profits,  or  loss  of  opportunity), all such claims having been deemed waived.
ICTV shall advise DMC of all Marketing Agreements pursuant to which ICTV derives
rights  to  Contract  Products  and shall use commercially reasonable efforts to
notify  DMC  as promptly as practicable of the termination of any such Marketing
Agreements.


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<PAGE>
     (e)     Obligations  of  DMC.  DMC shall use is best efforts to perform the
             --------------------
Services  and  maximize its sales of Contract Products to Retail Accounts in the
Territory.

2.     Operational  Matters.
       --------------------

     (a)     Pricing  and Marketing Strategy. ICTV and DMC will consult with one
             -------------------------------
another  to  mutually  determine  retail  pricing and marketing strategy for all
Contract  Products.

     (b)     Solicitation,  Transmission  and  Acceptance  of  Orders.  DMC will
             --------------------------------------------------------
solicit  orders  for Contract Products from Retail Accounts in the name of ICTV,
which  shall be and remain vendor of record with respect to all such orders. All
such orders shall be subject to the pricing determined under Section 2(a) hereof
and  ICTV's  terms and conditions of sale in effect at the time of solicitation.
Any variance from such prices, terms and conditions is subject to ICTV's advance
written  approval. DMC shall transmit to ICTV all such orders promptly following
DMC's  receipt  thereof. All such orders shall be subject to acceptance by ICTV.
ICTV  may,  in  its sole discretion, decline or cancel any order, in whole or in
part,  without  incurring  any  liability  to  DMC. All accepted orders shall be
considered  to  be  a  contract  directly  between  the Retail Account and ICTV.

     (c)     Fulfillment  of  Accepted  Orders. ICTV shall be solely responsible
             ---------------------------------
for  fulfillment,  invoicing  and  collections  with  respect to all orders from
Retail  Accounts  accepted  by ICTV. DMC shall deposit all such collections into
such  ICTV  account(s)  as  ICTV  may  designate  from  time  to  time.

     (d)     Returns.  DMC shall assist ICTV in coordinating returns of Contract
             -------
Products  that  are  defective or that ICTV otherwise authorizes to be returned.
Title and risk of loss with respect to Contract Products which are authorized to
be  returned  shall not transfer to ICTV until such goods are received at ICTV's
designated  warehouse.

     (e)     Warehousing.  ICTV shall be responsible for all warehousing charges
             -----------
incurred  with  respect  to  Contract Products pending shipment of such goods to
Retail  Accounts.  ICTV shall further be responsible for the costs of installing
such warehousing information technology systems as ICTV, in its sole discretion,
deems  necessary  to  facilitate  EDI  exchange  with  Retail  Accounts.

     (f)     Projections.  Every  four  weeks during the term of this Agreement,
             -----------
DMC shall submit to ICTV a rolling projection of anticipated orders for Contract
Products from Retail Accounts over the next 90 days. Such forecasts shall be for
the  sole  purpose of assisting ICTV in its planning and shall not constitute an
obligation  of  DMC to procure orders for the quantities of Contract Products so
forecasted.


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<PAGE>
3.     Compensation.
       ------------

     (a)     Commission.
             ----------

          (1)     Generally. In consideration of the performance of the Services
                  ---------
and  the  observance  and  performance  of  all  of DMC's covenants, agreements,
representations  and  warranties  under  this  Agreement,  ICTV  shall pay DMC a
commission  on  all  sales  of  Contract  Products  to  Retail Accounts directly
procured  by  DMC  ("Sales  to  DMC  Accounts"). Except as otherwise provided in
Section  3(a)(2)  hereof,  such  commission  shall be paid at the rate of 15% of
ICTV's  Net  Sales.  For  purposes of this Agreement, "Net Sales" shall mean the
aggregate  proceeds  actually  received by ICTV from Sales to DMC Accounts, less
(i)  markdowns,  discounts, advertising allowances, freight allowances, returns,
refunds,  rejections,  repurchased  goods, chargebacks and all other credits and
allowances  to  Retail  Accounts  on  account of return or rejection of goods or
otherwise  granted in the ordinary course of business and (ii) sales, excise and
other  taxes,  customer  duties,  tariffs  and  other  similar  charges.

          (2)     Exception.  Notwithstanding  the provisions of Section 3(a)(1)
                  ---------
hereof, for all Sales to DMC Accounts as to which ICTV's Profit is less than 15%
of  its  Net  Sales, the commission payable on such sales shall be 50% of ICTV's
Profit.  For  purposes  of  this Agreement, "ICTV's Profit" with respect to each
Contract Product sold to a Retail Account shall consist of the gross proceeds of
such sale less (i) ICTV's cost of goods, (ii) all packaging and handling charges
incurred  by  ICTV  to prepare such goods for delivery to Retail Accounts, (iii)
royalties  and fees payable to third parties with respect to sale of such goods,
(iv)  all  amounts deductible hereunder from the gross proceeds of such sale for
purposes  of  calculating Net Sales and (v) DMC's commission on such sale at the
rate  set  forth  in  Section  3(a)(1)  hereof.

          (3)     Reserve.  ICTV  may  withhold  an  amount equal to ten percent
                  -------
(10%)  of  all commissions payable to DMC hereunder as a reserve against amounts
which  are deductible from ICTV's gross revenues for purposes of calculating Net
Sales.  ICTV shall apply funds so reserved to offset overpayments of commissions
actually  due  to  DMC  hereunder. Within 60 days after the end of each calendar
quarter,  ICTV shall render to DMC an interim accounting with respect to amounts
so  reserved  during  such  calendar quarter and shall remit to DMC all reserved
funds  not  applied  against  overpayments of commissions during such period. As
promptly  as practicable following the termination of this Agreement, ICTV shall
render  to  DMC a final accounting with respect to amounts so reserved and shall
at  that  time  remit  to  DMC any remaining amounts so reserved and not applied
against  overpayments  of  commissions;  provided,  however, that all orders for
                                         --------
Contract Products have been fulfilled at least 60 days prior to such accounting.

     (b)     Remittance  and Reporting. ICTV shall remit all commissions payable
             -------------------------
hereunder  to  DMC within 14 days following ICTV's collection of the proceeds of
Sales  to  DMC  Accounts.  Each  such  payment shall be accompanied by a written
statement  setting  forth  ICTV's  calculations  determining  such  commissions.

     (c)     Records and Inspection. Each party shall keep complete and accurate
             ----------------------
records  of  all sales which are subject to payment of commissions hereunder and


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<PAGE>
all  other  activities  for  which  it is responsible under this Agreement. Each
party  and  its  duly  authorized representatives shall have the right, once per
calendar  year  during the term of this Agreement and once during the subsequent
year,  to  audit such records as are maintained by the other party to verify the
commissions  and  other  costs payable hereunder and otherwise assure compliance
herewith. Each such audit shall require at least ten business days prior written
notice  and  shall take place during the hours of 9:00 a.m. to 5:00 p.m., Monday
through  Friday,  at  the  offices of the party whose records are being audited.

     (d)     No  Other Compensation. ICTV shall have no obligation to compensate
             ----------------------
DMC  except to the extent expressly set forth in this Agreement. The commissions
payable  by ICTV hereunder shall be inclusive of all fees, commissions and other
amounts  which  may  be  payable  to  or  for  the  benefit  of  all  agents,
representatives  and  other  third  parties  acting  for  or  on  behalf of DMC.

4.     Equity  Participation.  In  consideration of the Services to be performed
       ---------------------
hereunder,  ICTV shall issue options to Louis Basenese and Richard Pitera (DMC's
principals)  to purchase a total of 100,000 shares of ICTV's common stock in the
aggregate  at  the  price  of $0.50 per share. Such options shall be exercisable
only  as  to  all  such shares and only for a period of three days following the
execution  of  this  Agreement. Upon the exercise of such options and payment of
such amount, ICTV shall appoint Messrs. Basenese and Pitera as directors of ICTV
and  shall  issue to each of them an option to purchase 40,000 additional shares
of  ICTV's  common  stock  at the price of $2.00 per share. All of the foregoing
options  shall be issued pursuant to separate stock option agreements to be made
under  and  subject  to  the  terms  of  ICTV's  corporate  stock  option  plan.

5.     Trademark  License.
       ------------------

     (a)     Grant.  Solely to the extent necessary in order to facilitate DMC's
             -----
performance  of  the  Services as contemplated hereby, ICTV grants DMC a limited
license  (or  sublicense,  as  the case may be) to use all trademarks associated
with  the  Contract  Products and their packaging which ICTV owns or to which it
otherwise  has  rights  of  use  (the  "Marks").

     (b)     Parties' Rights in Marks. As between DMC and ICTV, all right, title
             ------------------------
and  interest in the Marks shall belong exclusively to ICTV and all uses of each
Mark  shall  inure  to  the benefit of ICTV (or its designee or licensor, as the
case  may  be) for all purposes. DMC shall take no actions inconsistent with the
rights  of  ICTV, its designees and licensors in the Marks. Without limiting the
preceding  sentence,  DMC shall not file any application for registration of any
of  the Marks, but shall fully cooperate with ICTV (or its designee or licensor,
as  the case may be) in maintaining and defending the validity and ownership of,
and  prosecuting  any  applications  to  register each such Mark. If DMC becomes
aware  of any unlicensed or unauthorized use by any third party of any Mark, DMC
shall  promptly so notify ICTV in writing. ICTV may take, at its sole discretion
and  expense,  such  action  regarding such third party use as ICTV, in its sole
discretion,  deems  appropriate,  including,  without  limitation,  initiating
litigation. DMC shall cooperate with ICTV in every reasonable way (and at ICTV's
expense)  in  taking  such actions as ICTV deems necessary to protect its rights


                                        5
<PAGE>
(and  those of its designees and licensors) in the Marks. ICTV shall retain full
control  over  all  such  actions, including, without limitation, the settlement
thereof.  In  consideration of DMC's performance of the Services, ICTV shall pay
DMC  15%  of any and all funds actually recovered in connection therewith during
the  term  of  this  Agreement.

     (c)     Quality  Control.  ICTV  shall  control  the  quality  of all goods
             ----------------
Promoted  under  the  Marks  through  control  of  the  supply  of such goods as
contemplated  by this Agreement. All Contract Products shall be Promoted without
modification  in  any  way  by  DMC.  ICTV shall retain the right to inspect and
approve,  in  its  sole  discretion,  all  advertising and promotional materials
utilizing the Marks, and DMC shall provide ICTV with its initial advertising and
promotional  materials  prior  to  their first use for review and approval. ICTV
shall  have five business days from its receipt of such materials to review such
materials.  If  ICTV  does  not provide comments or fails to respond within such
five  business day period, ICTV shall be deemed to have approved such materials.

     (d)     Third-Party  Rights. DMC acknowledges that (i) ICTV's rights in any
             -------------------
given  Mark  may be derived from and subject to all of the terms, conditions and
limitations set forth in the Marketing Agreement or other instrument(s) by which
ICTV  acquired  rights  therein  and (ii) DMC's rights hereunder as to each such
Mark  are  subject  to  termination  concurrently with the termination of ICTV's
rights  in such Mark. DMC shall have no claim against ICTV arising from any such
termination  (including,  without  limitation,  any  claim  based on delay, lost
profits,  or  loss  of  opportunity), all such claims having been deemed waived.
ICTV shall advise DMC of all Marketing Agreements pursuant to which ICTV derives
rights  to  Marks and shall use commercially reasonable efforts to notify DMC as
promptly  as  practicable  of  the termination of any such Marketing Agreements.

6.     Competing  Goods.
       ----------------

     (a)     Restrictions  on Competing Goods. During the term of this Agreement
             --------------------------------
and for three months after its termination or expiration, DMC may not advertise,
promote, market, sell or otherwise distribute in the Territory any product which
is  substantially  similar  to  any  Contract  Product.

     (b)     Enforceability.  If  any  of  the restrictions set forth in Section
             --------------
6(a)  hereof  is  determined  by  any  court  of  competent  jurisdiction  to be
unenforceable  by  reason of its extending for too long a period of time or over
too  large  a  geographical  area or by reason of its being too extensive in any
other respect, it shall be interpreted to extend only over the longest period of
time  for which it may be enforceable, and/or over the largest geographical area
as  to  which  it  may  be enforceable and/or to the maximum extent in all other
aspects  as  to  which it may be enforceable, all as determined by such court in
such  action.  The  duration of the foregoing restriction shall be tolled during
any  period  of  violation  thereof.

7.     Right of First Refusal. DMC shall advise ICTV of all consumer products to
       ----------------------
which  it obtains rights of retail distribution or of which it otherwise becomes
apprised  to which Direct Response Marketing rights are or may be available. For
purposes  of this Agreement, "Direct Response Marketing" shall mean Promotion of


                                        6
<PAGE>
consumer  goods  via  direct  response  means  and  media,  including,  without
limitation,  television  infomercials  and  spots,  radio spots, direct mail and
other  print advertisements, package inserts, credit card syndication and online
solicitations.  DMC  shall  not,  directly or indirectly, either by itself or in
participation  with  any other person or entity, market or distribute or license
or  otherwise  grant  to  any  other  person  or  entity  the right to market or
distribute  any  goods  via Direct Response Marketing unless DMC first offers to
ICTV the right to so market and distribute such goods in a writing setting forth
the terms on which DMC is willing to grant such rights. ICTV shall have a period
of  30 days from the date of its receipt of such offer and sample or description
to  accept  or  reject  the rights so offered (the "Right of First Refusal"). If
ICTV  rejects  such  offer  or does not accept such offer for such rights within
such  30-day  period,  then  DMC shall be free to exercise such rights itself or
grant  such  rights  to  any  third person on terms no more favorable than those
offered  to  ICTV;  provided,  however,  that  if,  within  90 days after ICTV's
                    --------
rejection (or deemed rejection) of such offer, DMC neither exercises such rights
itself  nor enters into a binding contract with any third party for the exercise
of  such  rights,  then  such rights shall once again be subject to the Right of
First  Refusal.

8.     Term  and  Termination.
       ----------------------

     (a)     Term.  The term of this Agreement shall commence on the date hereof
             ----
and,  unless sooner terminated in accordance with the provisions of Section 8(b)
or  (c)  hereof,  shall  run for an initial period ending December 31, 2002 (the
"Initial Term"). Upon the expiration of the Initial period, this Agreement shall
automatically  and  continually  renew  for  additional  and successive 36-month
periods,  in  perpetuity  (each, a "Renewal Term"), unless either party notifies
the  other, at least 30 days before the end of the then current Renewal Term, of
its  intent  to  terminate  this  Agreement  at  the  end  of such Renewal Term.

     (b)     Termination  for  Convenience.  Either  party  may  terminate  this
             -----------------------------
Agreement  without cause at any time during the period between September 1, 2002
and  December  31, 2002 upon not less than 60 days prior notice to the other. In
such  case, neither party shall have any claim as against the other arising from
such  termination (including, without limitation, any claim based on delay, lost
profits,  or  loss  of  opportunity), all such claims having been deemed waived.

     (c)     Termination for Material Breach. Upon the material breach by either
             -------------------------------
party  of  any  of  its  representations,  warranties,  covenants  or agreements
contained  in  this Agreement, the other party may terminate this Agreement upon
30  days  written  notice setting forth the particulars of such breach. Upon the
expiration of such notice period (and any extension thereof to which the parties
may mutually agree), this Agreement shall terminate without the need for further
action  by  either  party; provided, however, that if the breach upon which such
                           --------
notice  of  termination  is  based shall have been fully cured to the reasonable
satisfaction  of  the  nonbreaching  party  within such 30-day period, then such
notice  of  termination  shall  be deemed rescinded, and this Agreement shall be
deemed  reinstated and in full force and effect. Such right of termination shall
be  in  addition  to such other rights and remedies as the terminating party may
have  under  applicable  law.

     (d)     Rights  and Duties Upon Termination. ICTV shall remain obligated to
             -----------------------------------
pay commissions to DMC with respect to all Sales to DMC Accounts made during the


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<PAGE>
term  of, and for a period of 60 days following the date of termination of, this
Agreement.  The  parties  shall  have no further rights or obligations hereunder
upon  termination  of  this Agreement except pursuant to those provisions hereof
which  expressly  survive  the  termination  of  this  Agreement.

9.     Representations and Warranties. Each party represents and warrants to the
       ------------------------------
other  as  follows:

     (a)     Power  and  Authorization. It has all requisite power and authority
             -------------------------
(corporate  and otherwise) to enter into this Agreement, and has duly authorized
by  all  necessary  action  the  execution and delivery hereof by the officer or
individual  whose  name  is  signed  on  its  behalf  below.

     (b)     No  Conflict.  Its execution and delivery of this Agreement and the
             ------------
performance  of  its obligations hereunder, do not and will not conflict with or
result  in  a breach of or a default under its organizational instruments or any
other  agreement,  instrument,  order,  law or regulation applicable to it or by
which  it  may  be  bound.

     (c)     Enforceability.  This  Agreement has been duly and validly executed
             --------------
and  delivered  by  it and constitutes its valid and legally binding obligation,
enforceable  in  accordance with its terms, except as enforcement may be limited
by  bankruptcy,  insolvency  or other laws of general application relating to or
affecting  the  enforcement  of  creditors'  rights and except as enforcement is
subject  to  general  equitable  principles.

10.     Indemnification.
        ---------------

     (a)     Generally. Each party shall defend, indemnify and hold harmless the
             ---------
other,  its  affiliates  and their respective officers, directors, shareholders,
employees,  licensees,  agents,  successors and assigns from and against any and
all Liabilities (as defined herein) arising in connection with or resulting from
the  indemnifying  party's  breach  of  any  of its representations, warranties,
covenants, obligations, agreements or duties under this Agreement or negligence,
recklessness  or  intentional  misconduct.

     (b)     Exceptions.  Notwithstanding  anything  to  the  contrary contained
             ----------
herein,  neither  party  shall  have any obligation to indemnify, defend or hold
harmless  hereunder  with respect to any Liabilities arising out of or resulting
from  the  breach  by the other party of any of its representations, warranties,
covenants,  obligations,  agreements  or  duties  under  this  Agreement  or any
negligence,  recklessness  or  intentional  misconduct  by  the  other  party.

     (c)     "Liabilities"  Defined.  For  purposes  of  this  Agreement,
             ----------------------
"Liabilities"  shall  mean any and all liabilities to third parties and expenses
incurred  in  connection  therewith,  including,  without  limitation,  claims,
adversary  proceedings  (whether  before  a  court, administrative agency or any
other  tribunal),  damages  (whether  compensatory,  multiple,  exemplary  or
punitive),  judgments,  awards,  fines,  penalties, settlements, investigations,
costs,  and  attorneys  fees  and  disbursements.

     (d)     Procedure.  Promptly  after learning of the occurrence of any event
             ---------
which  may  give  rise  to its rights under the provisions of this section, each
indemnitee hereunder shall give written notice of such matter to the indemnitor.


                                        8
<PAGE>
The  indemnitee  shall  cooperate  with  the  indemnitor  in  the  negotiation,
compromise  and defense of any such matter. The indemnitor shall be in charge of
and  control  such negotiations, compromise and defense and shall have the right
to  select  counsel  with  respect  thereto,  provided that the indemnitor shall
promptly  notify  the  indemnitee  of  all developments in the matter. Except as
otherwise  expressly  provided  below, neither the indemnitee nor the indemnitor
may compromise or settle any such matter without the prior consent of the other,
and neither shall be bound by any such compromise or settlement absent its prior
consent  (which  shall  not  be unreasonably withheld or delayed). The preceding
sentence shall not apply in any case in which the indemnitor fails or refuses to
assume  the  defense of any matter as to which its indemnity obligations applies
(whether  or not litigation has formally been instituted). In any such case, the
indemnitor shall be responsible for any compromise or settlement thereof reached
by  the  indemnitee  and  all  Liabilities  attendant thereto. Without the prior
written  consent  of  the  affected  party,  no such compromise settlement shall
implicate  rights,  obligations  or  property  beyond the subject matter of this
Agreement.

11.     Confidentiality.
        ---------------

     (a)     Limitations  on  Disclosure.  DMC  shall  hold  all  Confidential
             ---------------------------
Information disclosed to or otherwise obtained by it in the strictest confidence
and  shall  protect  all  such  Confidential  Information with at least the same
degree of care that it exercises with respect to its own proprietary information
(which,  in  any event, shall not be less than a reasonable degree of care under
the  circumstances).  DMC  shall  take  all  reasonable  steps  to  prevent  (i)
unauthorized  disclosure  and  duplication of Confidential Information, (ii) its
officers,  employees  and  agents  from  violating  this  Agreement,  and  (iii)
competitors  from gaining access to Confidential Information. DMC agrees (i) not
to  disclose Confidential Information to any third party without first obtaining
the  express  written  permission  of  ICTV  and  (ii)  to  limit  disclosure of
Confidential  Information to its officers, employees or agents on a need-to-know
basis  for  purposes  of  fulfilling  its  obligations  under  and achieving the
purposes  of this Agreement, provided that such persons are bound by obligations
of confidentiality at least as restrictive as those set forth in this Agreement.

     (b)     "Confidential Information" Defined. For purposes of this Agreement,
             ----------------------------------
"Confidential  Information"  shall mean all nonpublic proprietary information of
ICTV,  whether  or  not  written  or  otherwise  fixed  in  any  form or medium,
regardless  of  the  media  on  which contained and whether or not patentable or
copyrightable,  which  is designated as (or which, by its nature, is inherently)
confidential,  including,  without  limitation,  trade  secrets,  technical
specifications,  customer  or  client  lists,  business  information,  marketing
programs,  plans  and strategies, financial information, memoranda, work papers,
notes,  reports  and  sales  information.

     (c)     Exceptions. Notwithstanding Section 11(a) hereof, DMC shall have no
             ----------
obligations  with  respect to any information which (i) is or becomes within the
public  domain  through  no  act  of  DMC  in breach of this Agreement, (ii) was
lawfully  in DMC's possession without any restriction on disclosure prior to its
disclosure  hereunder, (iii) is lawfully received from another source subsequent
to  the  date  of  this Agreement without any restriction on disclosure, (iv) is
deemed  in  writing  by ICTV no longer to be Confidential Information, or (v) is
required  to  be  disclosed  by  order of any court of competent jurisdiction or
other  governmental  authority  (provided in such latter case, however, that DMC
                                 --------


                                        9
<PAGE>
shall  timely  inform ICTV of all such legal or governmental proceedings so that
ICTV  may  attempt  by appropriate legal means to limit such disclosure, and DMC
shall  further  use  its  best  efforts  to  limit  the  disclosure and maintain
confidentiality  to  the  maximum  extent  possible).

     (d)     Effect  of  Termination.  Promptly  after  the  termination of this
             -----------------------
Agreement,  DMC  shall  return  to  ICTV  all  Confidential  Information  in its
possession and provide a written verification of such return. DMC's attorney may
retain  a  copy  of  such  information  in  a sealed file. DMC's confidentiality
obligations  with respect to Confidential Information shall survive for a period
of  five  years  following  the  termination  of  this  Agreement.

12.     Injunction.  The  parties acknowledge that any breach of the obligations
        ----------
under Section 6 or 11 hereof will result in immediate irreparable and continuing
injury to ICTV for which there is no adequate remedy at law. Accordingly, in the
event  of any such breach (or threatened breach), ICTV shall be entitled to seek
from  any  court of competent jurisdiction, preliminary and permanent injunctive
relief,  without  bond,  with  respect to such breach. DMC shall not oppose such
relief  on  the  grounds that there is an adequate remedy at law, and such right
shall  be  cumulative  and in addition to any other remedies at law or in equity
(including  monetary  damages)  which  ICTV  may  have  upon  any  such  breach.

13.     Taxes.  Each  party  shall  be  responsible for its own income and other
        -----
taxes  required  under  applicable  laws  arising  from  activities  or proceeds
pursuant  to  this  Agreement.

14.     Relationship  of  the  Parties.
        ------------------------------

     (a)     Generally. The relationship created by this Agreement shall be that
             ---------
of  independent  contractor,  and neither DMC nor any of its affiliates or their
respective  officers,  agents  or  employees  shall  be  considered  a  partner,
employee,  franchisee, agent or other legal representative of ICTV or any of its
affiliated  companies  for  any  purpose  whatsoever.

     (b)     Power  to Bind. Without ICTV's prior written consent, DMC shall not
             --------------
have,  nor  shall it hold itself out at as having, any right, power or authority
to  make  any  unauthorized  representations  on  behalf  of  ICTV or create any
contract or obligation, either express or implied, on behalf of, in the name of,
or  binding  upon ICTV. By way of illustration and not limitation, DMC shall not
use  the corporate name, logo or other identifying information of ICTV or any of
its  affiliated  companies  on  its  business cards, stationery or other printed
materials,  except  as  expressly  consented  to by ICTV (such consent not to be
unreasonably  withheld  or  delayed).

     (c)     Exclusive  Direction  and Control. DMC and all its officers, agents
             ---------------------------------
and employees shall at all times be under DMC's exclusive direction and control.
ICTV  shall  have  no  right to control the specific manner, means, or method by
which  DMC  and  its  employees and subcontractors exercise the Retail Marketing
Rights.

     (d)     No  Benefits.  Amounts  payable  by  ICTV  hereunder  shall  not be
             ------------
considered  salary for pension and incentive compensation purposes. Furthermore,
no  DMC  officers,  employees  or  agents  shall  be  entitled  to any fringe or


                                       10
<PAGE>
supplemental  benefits  of  regular  employees  of ICTV or any of its affiliated
companies.  DMC  shall  bear all responsibility and liability for the payment of
all  federal,  state  and  local  income  taxes  due on money received from ICTV
hereunder  and  filing  all appropriate tax returns and other forms with respect
thereto.  Moreover,  DMC  shall  be  solely  responsible  for (i) payment of all
compensation  to  its  officers,  employees  and  agents, (ii) all health and/or
disability insurance, retirement benefits, and other welfare or pension benefits
to  which  such  personnel  may  be  entitled and (iii) all employment taxes and
withholding  with  respect  to  such  personnel.

15.     Force  Majeure.  Neither DMC nor ICTV shall be responsible for any delay
        --------------
or  failure  to perform any part of this Agreement to the extent that such delay
or failure is caused by fire, flood, explosion, war, strike, labor unrest, riot,
embargo,  act  of governmental, civil or military authority, accident, inability
to  obtain  raw materials or supplies of Contract Products, acts or omissions of
carriers,  act  of  God,  or other such contingencies beyond its control. Notice
with  full  details  of  any  such  event  shall  be given to the other party as
promptly  as  practicable after its occurrence. The affected party shall use due
diligence,  where  practicable, to minimize the effects of or end any such event
so  as  to  facilitate  the  resumption  of  full  performance  hereunder.

16.     Miscellaneous.

     (a)     Notices.  All  notices,  requests, instructions, consents and other
             -------
communications  to  be  given pursuant to this Agreement shall be in writing and
shall  be  delivered  either  in  person  or  by U.S. Postal Service or reliable
overnight  courier  service.  Notices  may  also  be transmitted by facsimile or
electronic  mail,  provided  that  proper  arrangements  are  made in advance to
facilitate  such communications and provide for their security and verification.
Notices  shall  be  sent  to  the  following  addresses:

     If  to  ICTV:                           If  to  DMC:
     ------------                            -----------
     International Commercial Television,    Dimensional  Marketing Concepts,
     Inc.                                    Inc.
     110  S.W.  4th  Avenue,  Suite  104     5818  S.E. Federal Highway #57
     Delray  Beach,  FL  33483-4569          Stuart,  FL  34994
     Attn:  Kelvin  Claney                   Attn:  Louis  Basenese
     FAX:  (561)  482-0883                   FAX: _________________________

Each  party  may by written notice given to the other(s) in accordance with this
Agreement change the address to which notices to such party are to be delivered.
Notices  shall  be deemed received (i) on the same day if delivered in person or
by same-day courier, facsimile or electronic mail, (ii) on the next business day
if delivered by overnight mail or courier, or (iii) on the date indicated on the
return  receipt,  or if there is no such receipt, on the seventh business day if
delivered  by  postal  service,  postage  prepaid.

     (b)     Entire  Agreement. This Agreement contains the entire understanding
             -----------------
of  the  parties  with  respect  to the subject matter hereof and supersedes all
prior  agreements and understandings, whether written or oral, between them with
respect  to  the  subject  matter hereof. Each party has executed this Agreement


                                       11
<PAGE>
without  reliance  upon any promise, representation or warranty other than those
expressly  set  forth  herein.

     (c)     Amendment. No amendment of this Agreement shall be effective unless
             ---------
embodied  in  a  written  instrument  executed  by  all  of  the  parties.

     (d)     Waiver  of  Breach. The failure of any party at any time to enforce
             ------------------
any of the provisions of this Agreement shall not be deemed or construed to be a
waiver  of  any  such  provision,  nor in any way to affect the validity of this
Agreement  or  any  provisions  hereof  or  the  right  of  any  party hereto to
thereafter  enforce each and every provision of this Agreement. No waiver of any
breach  of any of the provisions of this Agreement shall be effective unless set
forth  in  a  written  instrument  executed  by  the party against whom or which
enforcement  of such waiver is sought; and no waiver of any such breach shall be
construed  or  deemed  to  be  a  waiver  of  any  other  or  subsequent breach.

     (e)     Assignment.  This Agreement involves the performance of specialized
             ----------
services.  Accordingly,  DMC  may  not  assign  or otherwise transfer any of its
rights  and obligations hereunder without the prior written consent of ICTV, and
any  such  attempted  assignment without prior written consent shall be void and
ineffective.  This  Agreement  shall be binding upon and inure to the benefit of
the  parties,  their  successors  and  permitted  assigns.

     (f)     Governing  Law;  Jurisdiction.  This Agreement shall be governed by
             -----------------------------
and construed in accordance with the internal substantive and procedural laws of
the State of Florida without regard to conflict of laws principles. The sole and
exclusive  venue  for all disputes arising out of or relating in any way to this
Agreement  shall be the federal and state courts of Florida. The parties consent
to  the  personal jurisdiction and venue of such courts and further consent that
any  process,  notice  of  motion or other application to either such court or a
judge  thereof  may  be  served  outside  the  State of Florida by registered or
certified  mail  or  by  personal  service,  provided that a reasonable time for
appearance  is  allowed.

     (g)     Severability.  All of the provisions of this Agreement are intended
             ------------
to  be  distinct  and  severable.  If  any  provision of this Agreement is or is
declared  to  be  invalid  or  unenforceable  in  any  jurisdiction, it shall be
ineffective  in  such  jurisdiction  only  to  the  extent of such invalidity or
unenforceability.  Such  invalidity  or unenforceability shall not affect either
the balance of such provision, to the extent it is not invalid or unenforceable,
or  the  remaining  provisions  hereof, nor render invalid or unenforceable such
provision  in  any  other  jurisdiction.

     (h)     Survival. The following provisions shall survive the termination of
             --------
this  Agreement:  Sections  3,  6,  8(d),  10,  11,  12,  13  and  16.

     (i)     Interpretation  and Construction. This Agreement has been fully and
             --------------------------------
freely  negotiated  by  the  parties  hereto, shall be considered as having been
drafted jointly by the parties hereto, and shall be interpreted and construed as
if  so drafted, without construction in favor of or against any party on account
of  its  participation  in  the  drafting  hereof.


                                       12
<PAGE>
     (j)     Headings.  The  headings  of  sections  and  subsections  have been
             --------
included  for  convenience only and shall not be considered in interpreting this
Agreement.

     (k)     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  each of which shall be deemed to be an original, and all of which
together  shall  constitute  one  and  the same Agreement. This Agreement may be
executed and delivered via electronic facsimile transmission with the same force
and effect as if it were executed and delivered by the parties simultaneously in
the  presence  of  one  another.

     (l)     Further  Actions.  Each party shall, without further consideration,
             ----------------
execute  and  deliver  such additional documents and instruments and perform all
such  other  and  further actions as may be necessary or reasonably requested in
order  to  carry  out  the  purposes  and  intents  of  this  Agreement.

     (m)     U.S.  Dollars.  Except as otherwise expressly set forth herein, all
             -------------
monetary amounts stated in this Agreement shall be deemed to be in United States
Dollars.

     IN  WITNESS  WHEREOF, and intending to be legally bound hereby, the parties
hereto  have  executed  this  Agreement  as  of  the  date  first  above written

INTERNATIONAL  COMMERCIAL                      DIMENSIONAL  MARKETING
TELEVISION,  INC.                              CONCEPTS,  INC.

By:     /s/  Kelvin  Claney                    By:     /s/  Louis  J.  Basenese
   ---------------------------------              ------------------------------
Name:   Kelvin  Claney                         Name    Louis  J.  Basenese
     -------------------------------               -----------------------------
Title:  Chief  Executive  Officer              Title:  CEO
      ------------------------------                  --------------------------


                                       13
<PAGE>