Exhibit
10.1

     

    CONTRACT

     

    June 1,
2010:

     

    Gentlemen:

     

    The
purpose of this CONTRACT ("contract") is to outline the terms pursuant to which
Brand Neue Corporation ("Brand Neue") will operate as the sole distributor for
Luma Vue, Inc. ("Luma Vue").  The terms of such transactions include
the following:

     

    Distribution
Agreement

     

    
      
        
          
            	
                    1.

                  	 	
                    Relationship:

                  	 	
                    Luma
      Vue shall grant Brand Neue the exclusive sales and distribution rights for
      all Luma Vue products in the United States of America.  Luma Vue
      shall supply its products to Brand Neue in quantities necessary to fulfill
      purchase orders entered into by Brand Neue with end users and accepted by
      Luma Vue.

                     

                    Luma
      Vue reserves the right to refer customers to Brand Neue and negotiate
      purchase orders on behalf of Brand Neue for such
      customers.  Brand Neue reserves the right, in its sole
      discretion, to accept or reject the creditworthiness of the purchaser and
      the payment terms of such purchase order.

                  
	 
      	 	 
      	 	 
      
	
                    2.

                  	 	
                    Purchase

                    Order

                  	 	
                    Purchase
      orders shall be negotiated and entered into directly with Brand Neue and
      each customer.  Once a purchase order is entered into, Brand
      Neue shall submit such purchase order to Luma Vue and Luma Vue shall have
      the right, in its sole discretion, to accept or reject such purchase
      order.

                     

                    Luma
      Vue and Brand Neue will review potential purchase orders on a case by case
      basis, and they shall split 50/50 any profit over and above Luma Vue's
      quoted price to Brand Neue for the products.

                     

                    Luma
      Vue shall pay all manufacturing costs for products from its manufacturer,
      and Brand Neue shall have no obligation for such
      costs.  Customers shall pay all shipping and warehouse
      charges.

                  
	 
      	 	 
      	 	 
      
	
                    3.

                  	 	
                    Current

                    Accounts:

                  	 	
                    Luma
      Vue shall transfer to Brand Neue and Brand Neue shall accept all current
      accounts of Luma Vue in North America.  Brand Neue shall
      continue to maintain such accounts going forward.

                     

                    All
      previous 3rd
      party relationships arranged by Luma Vue will continue under the
      Distribution Agreement.  A master list of accounts and sales
      will be coordinated and communicated between Luma Vue and Brand
      Neue.

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 	 
      	 	
                  Commission
      employees will continue to be paid under Luma Vue contracts by Brand Neue
      and Luma Vue shall have no obligation for such commissions.

                   

                  Once
      Luma Vue provides notice to Brand Neue that it has accepted a purchase
      order and confirmed with its manufacturer that the manufacturer will
      timely manufacture the product, Luma Vue will receive ninety-two percent
      (92%) of the total price reflected on such purchase
      order.  Brand Neue shall retain the remaining eight percent (8%)
      of the total price reflected on such purchase order.

                
	 
      	 	 
      	 	 
      
	
                  4.

                	 	 
      	 	
                  Brand
      Neue shall provide to Luma Vue a six-month forecast of sales of Luma Vue
      products and shall be obligated to update such forecast on a quarterly
      basis for the term of the Distribution Agreement.

                
	 
      	 	 
      	 	 
      
	
                  5.

                	 	
                  Representations
      and Warranties:

                	 	
                  Brand
      Neue and Luma Vue shall make representations and warranties customary for
      a distribution agreement.

                
	 
      	 	 
      	 	 
      
	
                  6.

                	 	
                  Covenants:

                	 	
                  Brand
      Neue shall use good faith efforts to solicit sales of Luma Vue
      products.  Brand Neue shall designate certain of its sales
      personnel as sellers of Luma Vue products.

                   

                  Luma
      Vue shall use its good faith efforts to cause its manufacturer to ship
      Luma Vue products on or before the date requested by Brand Neue in its
      purchase order.

                
	 
      	 	 
      	 	 
      
	
                  7.

                	 	
                  Term/

                  Termination

                	 	
                  The
      initial term of the Distribution Agreement shall be for one (1) : year
      (the "Initial
      Term").  The term shall automatically renew for
      additional one (1) year terms.  After the Initial Term, either
      party shall have the right to terminate the contract, with just cause,
      upon ninety (90) days prior written notice to the
other.

                
	 
      	 	 
      	 	 
      
	
                  8.

                	 	
                  Amount:

                	 	
                  Brand
      Neue shall provide a line of credit in the amount of $500,000 drawn on
      purchase orders to be used for Luma Vue products/inventory needs directly
      related to purchase orders.

                
	 
      	 	 
      	 	 
      
	
                  9.

                	 	
                  Security

                  Interest:

                	 	
                  The
      line of credit shall at all times be secured by a first lien on the
      inventory of Luma Vue, and the Luma Vue products financed by such line of
      credit.

                
	 
      	 	 
      	 	 
      
	
                  10.

                	 	
                  Maintenance

                  Costs:

                	 	
                  Brand
      Neue shall be responsible for all costs of financing and maintaining the
      $500,000 line of
credit.

                


        

      

    


    
      
         


      

      
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                  11.

                	 	
                  Repayment:

                	 	
                  Luma
      Vue shall repay outstanding debt under the line of credit for the cost of
      goods sold as sales proceeds are received per purchase order for products
      financed under the line of credit.  Brand Neue shall promptly
      receive reports of (a) any use of the line of credit identifying the
      products purchased with proceeds of the line of credit, and (b) all
      repayments as sales proceeds are received.

                
	 
      	 	 
      	 	 
      
	
                  12.

                	 	
                  Purchase
      of Inventory:

                	 	
                  Upon
      entry into this contract, Brand Neue shall purchase $250,000 of Luma Vue
      current inventory selected by Brand Neue.

                   

                  The
      terms of payment shall be:

                   

                  $200,000
      as of signing date.

                   

                  $50,000
      7 business days from signing
date.

                


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Accepted
      by:

                              
	 
	
                                LUMA
      VUE, INC.

                              
	 
      	 
      
	
                                By:

                              	 
      
	
                                Print Name: 

                              	 
      
	
                                Title:

                              	 
      
	 
      	 
      
	
                                BRAND
      NEUE CORPORATION

                              
	 
      	 
      
	
                                By:

                              	 
      
	
                                Print Name: 

                              	 
      
	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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