Unassociated Document


    CONFIDENTIAL
TREATMENT REQUESTED

     

    INFORMATION
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED
BY THREE ASTERISKS, AS FOLLOWS “* * *”. AN UNREDACTED VERSION OF THIS DOCUMENT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

     

    AGREEMENT

     

    This
Agreement (the “Agreement”) is
entered into on April ___, 2010 (the “Effective Date”) by
and among George Foreman, individually (“Foreman”), George
Foreman Ventures LLC, a Delaware limited liability company (“GFV”), and United
States Pharmaceutical Group, L.L.C. (d/b/a NationsHealth), a Delaware limited
liability company (together with its Subsidiaries, the “Company”).  All
capitalized terms used herein and not otherwise defined shall have the
respective meaning provided in Section
1.

    


    RECITALS

     

    WHEREAS, the Company desires
to contract with Foreman and GFV and Foreman and GFV desires to contract with
the Company for Foreman to be the Company’s exclusive spokesman for the sale of
Core Diabetic Supplies in accordance with and pursuant to the terms and subject
to the conditions set forth in this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Agreement, and intending to be legally bound
hereby, Foreman, GFV and the Company hereby agree as follows:

     

    1.           Definitions.

     

    “Advertising” means
the use of Foreman Indicia to promote the Core Diabetic Supplies through
television, internet, radio, print and other media advertising, including, but
not limited to, the Commercials, and personal appearances at planned corporate
events or similar events, such as tradeshows or conventions.

     

    “Affiliate” means,
with regard to any Person, (a) any Person, directly or indirectly, controlled
by, under common control of, or controlling such Person; (b) any Person that,
through Contract, relationship or otherwise, exerts a substantial influence on
the management of such Person’s affairs; (c) any Person that, through Contract,
relationship or otherwise, is influenced substantially in the management of its
affairs by such Person; (d) any director, officer, partner or individual holding
a similar position in respect of such Person; or (e) as to any natural Person,
any Person’s spouse, parent or minor child.

     

    “Authority” means any
governmental, regulatory or administrative body, agency, commission, board,
arbitrator or authority, any court or judicial authority, any public, private or
industry regulatory authority, whether international, national, federal, state
or local.

     

    “Commercial” means the
production of a direct-to-consumer television advertisement paid for by the
Company and featuring Foreman as a spokesman for the Core Diabetic Supplies,
which shall be distributed through television in the United States.

     

    “Contract” means any
agreement, contract, commitment, instrument, document, certificate or other
binding arrangement or understanding, whether written or oral.

    
       

      ***  Confidential
Information Redacted

        
          
             


          

          
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    “Core Diabetic
Supplies” means diabetic related supplies and products sold, promoted
and/or marketed by the Company, including, but not limited to, diabetic strips,
lancets, meters, control solutions, insulin delivery devices or systems or
insulin syringes.

     

    “Foreman Indicia”
means the name, image, signature and likeness of the celebrity George
Foreman.

     

    “Person” means any
corporation, partnership, joint venture, limited liability company,
organization, entity, Authority or natural person.

     

    “Qualified Lead” means
any individual who (a) is a diabetic or is calling on behalf of a diabetic, (b)
receives Medicare or participates in a Medicaid that the Company accepts or is a
member of a primary insurance that the Company accepts, (c) calls a dedicated
toll free advertising number, contacts the Company via the internet through a
specific line on the Company’s website or otherwise mentions Foreman in
connection with a phone call or internet communication to the Company or any
third party service provider, and (d) receives any Core Diabetic Supplies
from the Company (it being understood that any person who satisfies
(a) through (d) above with respect to the initial sale shall be a Qualified
Lead for purposes of this Agreement and with respect to any sales by the Company
of products or services to such individual, such sales shall be included as part
of the Total Diabetes Profit).

     

    “Subsidiary” means any
person or entity in which the Company, directly or indirectly through
Subsidiaries or otherwise, beneficially owns more than fifty percent of either
the equity interests in, or the voting control, of such person or
entity.

     

    “Total Diabetes
Profit” means the sum of:  (a) the net sales by the Company of
any products or services to Qualified Leads; minus (b) the
directly related cost of sales or services for the products or services sold to
Qualified Leads; minus (c) the
following operating expenses incurred by the Company in connection with the sale
by the Company of products or services  to Qualified
Leads:  patient acquisition and related costs; patient service and
fulfillment; sales and administrative; provision for doubtful accounts; the fees
paid to Foreman and GFV hereunder; and any other direct and indirect costs and
expenses incurred by the Company in connection with the sale by the Company of
products and services to a Qualified Lead, in the case of each of clauses (a)
through (c), determined in accordance with U.S. generally accepted accounting
principles as in effect on the date of any calculation hereunder; provided, that (i)
the costs and expenses included pursuant to clause (b) and (c) shall be
allocated on a good faith and reasonable basis of such costs and expenses
relating to the sale of products or services to Qualified Leads and shall not
include any management fees; and (ii) the Qualified Lead Consideration paid
or payable pursuant to this Agreement shall be excluded from the calculation of
the Total Diabetes Profit.

     

    2.           Retention and Appointment of
Foreman.  The Company hereby retains and appoints Foreman and
Foreman hereby accepts such appointment on the terms and conditions provided in
this Agreement as the Company’s exclusive spokesman for the sale of Core
Diabetic Supplies.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    3.           Services.  During
the Term (as defined below), Foreman on a consulting basis shall be the
Company’s exclusive spokesman for the sale of Core Diabetic Supplies, including,
without limitation, developing and participating in Commercials, and promoting
and assisting the Company in marketing and advertising the Core Diabetic
Supplies through Advertising (the “Services”); provided, however, that each
Commercial and each personal appearance, promotional material, advertisement and
marketing program involving Foreman shall be approved in writing by each of the
Company and Foreman prior to their production and
use.  Notwithstanding anything in this Agreement to the contrary,
without the prior written approval of Foreman, subject to Section 4 hereof, the
Services hereunder shall be limited during each twelve month period during the
Term to [***] in connection with the shooting of a Commercial and the production
of other radio or print media Advertising and up to [***] in connection with
personal appearances at planned corporate or media events or other similar
events, such as tradeshows or conventions.  Foreman shall perform the
Services at times and places reasonably convenient to Foreman and the Company
and subject to Foreman’s and the Company’s other commitments.  The
Company acknowledges that Foreman shall not be required to perform services on
any Saturday or Sunday, nor to perform services on any Wednesday outside of
Houston or that would conflict with Foreman’s community and religious
obligations on such day.

     

    4.           Consideration.  In
full consideration for Foreman’s services under this Agreement, the Company will
pay Foreman and GFV, as follows:

     

    (a)           Cash
Payments.

     

    (i)           Upon
the execution and delivery of this Agreement by the Company, GFV, and Foreman,
the Company shall pay to each of Foreman and GFV an aggregate cash amount equal
to [***] by wire transfer of immediately available funds to an account
designated in writing by Foreman and GFV, respectively.

     

    (ii)          Upon
completion of the filming for the Company’s initial Commercial, the Company
shall pay to each of Foreman and GFV an aggregate cash amount equal to [***] by
wire transfer of immediately available funds to an account designated in writing
by Foreman and GFV, respectively.

     

    (iii)         Upon
completion of the filming of each additional Commercial, the Company shall pay
to each of Foreman and GFV an aggregate cash amount equal to [***] by wire
transfer of immediately available funds to an account designated in writing by
Foreman and GFV, respectively.

     

    (iv)         For
each personal appearance by Foreman during any calendar year after Foreman’s
first personal appearance in such calendar year, the Company shall pay to
Foreman an aggregate cash amount equal to [***] by wire transfer of immediately
available funds to an account designated in writing by Foreman.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (b)           Qualified Lead
Consideration.  The Company shall pay to (i) Foreman (by wire
transfer of immediately available funds to an account designated in writing by
Foreman) an aggregate cash amount equal to [***] per Qualified Lead generated
during the Term; and (ii) GFV (by wire transfer of immediately available funds
to an account designated in writing by GFV) an aggregate cash amount equal to
[**] per Qualified Lead generated during the Term (the aggregate amount payable
to Foreman and GFV pursuant to clauses (i) and (ii), the “Qualified Lead
Consideration”).  The Company shall pay the Qualified Lead
Consideration within [***] after the end of each calendar year quarter ending on
each March 31st, June 30th, September 30th and December 31st during the Term
and, if applicable, within [***] after the expiration of the Term or termination
of this Agreement.  In connection with the payment of each Qualified
Lead Consideration, the Company shall deliver to Foreman and GFV a detailed
calculation of such Qualified Lead Consideration certified by the Chief
Financial Officer of the Company (the “Qualified Lead Consideration
Calculation”) and reasonable supporting information.  In the
event Foreman or GFV objects to the Qualified Lead Consideration Calculation,
Foreman or GFV, as the case may be, shall deliver to the Company a written
statement within [***] of delivery of the Qualified Lead Consideration
Calculation stating Foreman’s or GFV’s, as the case may be, objection and
proposed adjustments (the “Qualified Lead Adjustment
Statement”).  If Foreman or GFV, as the case may be, delivers a
Qualified Lead Adjustment Statement to the Company, the Company and Foreman or
GFV, as the case may be, shall attempt in good faith to resolve their dispute
regarding the Qualified Lead Consideration Calculation, but if a final
resolution thereof is not obtained within ten (10) days after Foreman or GFV, as
the case may be, delivers to the Company such Qualified Lead Adjustment
Statement, either the Company, on the one hand, or Foreman or GFV, as the case
may be, on the other hand, may retain an accounting firm satisfactory to both
the Company and Foreman or GFV, as the case may be, (the “Independent
Accountant”) to resolve any remaining disputes concerning the Qualified
Lead Adjustment Statement.  If the Independent Accountant is retained,
(i) the Independent Accountant’s decision as to the Qualified Lead Calculation
shall be final and binding on, and non-appealable by, the Company, Foreman and
GFV, and (ii) the fees and expenses of the Independent Accountant shall be paid
by the party whose estimate of the Qualified Lead Calculation is furthest from
the Independent Accountant’s calculation of the Qualified Lead
Calculation.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (c)           Profit Sharing
Consideration.  During the Term and after termination of this
Agreement with respect to the Total Diabetes Profit associated with each
Qualified Lead, the Company shall pay to (i) Foreman (by wire transfer of
immediately available funds to an account designated in writing by Foreman) an
aggregate amount equal to [***] of the Total Diabetes Profit for each calendar
year minus the
Qualified Lead Consideration paid in accordance with Section 4(b); and (ii) GFV
(by wire transfer of immediately available funds to an account designated in
writing by GFV) an aggregate amount equal to [***] of the Total Diabetes Profit
for each calendar year minus the Qualified
Lead Consideration paid in accordance with Section 4(b) (the aggregate amount
payable to Foreman and GFV pursuant to clauses (i) and (ii), the “Profit Sharing
Consideration”).  For illustration purposes only, if a diabetic
patient generates [***] of Total Diabetes Profit per year for [***], the Company
would pay to each of Foreman and GFV pursuant to this Section 4(c) an aggregate
cash amount equal to [***].  The Company shall pay the Profit Sharing
Consideration within [***] after the end of each calendar year during the Term
and after termination of this Agreement for as long as there is any Total
Diabetes Profit.  In connection with the payment of each Profit
Sharing Consideration, the Company shall deliver to Foreman and GFV a
calculation of such Profit Sharing Consideration certified by the Chief
Financial Officer of the Company (the “Profit Sharing Consideration
Calculation”) and reasonable supporting information, including the
Company’s audited consolidated statements of operations, stockholders’ equity
and cash flows for such calendar year and audited consolidated balance sheet as
of December 31st of such calendar year; provided, that the
Company’s Board of Directors in good faith elects to release such financial
statements to Foreman and GFV, as the case may be, in which any financial
statements released to Foreman and GFV shall be considered Confidential
Information (as defined in Section 16
hereof).  In the event Foreman or GFV, as the case may be, objects to
the Profit Sharing Consideration Calculation, Foreman or GFV, as the case may
be, shall deliver to the Company a written statement within thirty (30) days of
delivery of the Profit Sharing Consideration Calculation stating Foreman’s or
GFV’s, as the case may be, objection and proposed adjustments (the “Profit Sharing Adjustment
Statement”).  If Foreman or GFV, as the case may be, delivers a
Profit Sharing Adjustment Statement to the Company, the Company and Foreman or
GFV, as the case may be, shall attempt in good faith to resolve their dispute
regarding the Profit Sharing Consideration Calculation, but if a final
resolution thereof is not obtained within ten (10) days after Foreman or GFV, as
the case may be, delivers to the Company such Profit Sharing Adjustment
Statement, either the Company, on the one hand, or Foreman or GFV, as the case
may be, on the other hand, may retain the Independent Accountant to resolve any
remaining disputes concerning the Profit Sharing Adjustment
Statement.  If the Independent Accountant is retained, (i) the
Independent Accountant’s decision as to the Profit Sharing Consideration
Calculation shall be final and binding on, and non-appealable by, the Company,
Foreman and GFV and (ii) the fees and expenses of the Independent Accountant
shall be paid by the party whose estimate of the Profit Sharing Consideration
Calculation is furthest from the Independent Accountant’s calculation of the
Profit Sharing Consideration Calculation.

     

    (d)           Books and
Records.  After delivery of the Qualified Lead Consideration
Calculation and/or the Profit Sharing Consideration Calculation, the Company
shall make available to Foreman and GFV and one (1) of their respective
representatives for one (1) day twice in any calendar year during the Term and
for one (1) day twice during the twelve (12) months following expiration of the
Term, upon at least forty eight (48) hours prior written notice and during
normal business hours, all books, records, work papers, one (1) accounting
personnel and other materials and sources used by the Company to prepare such
calculations.

     

    (e)           Default
Payments.  If the Company is in default with the payment of the
Qualified Lead Consideration or Profit Sharing Consideration to Foreman or GFV,
then without limiting any of Foreman’s or GFV’s, as the case may be, rights or
remedies, the Company shall pay Foreman or GFV, as the case may be, interest on
such unpaid amount at a rate equal to [***] commencing thirty (30) days after
such amount are due and owing; provided, that such
interest shall not accrue on any portion of the unpaid amount that is disputed
in good faith by the Company.

     

    (f)           Additional
Consideration.

     

    (i)           In
the event Foreman decides to introduce and makes such introduction to the
Company during the Term to any products and/or services that the Company is not
selling or marketing at the time of such introduction and the Company decides to
sell and market any such products and/or services during the Term, the Company
and Foreman shall enter into a joint venture agreement with respect to such
products and/or services in which any profits derived therefrom shall be divided
equally between the Company and Foreman.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (ii)          In
the event GFV decides to introduce and makes such introduction to the Company
during the Term to any products and/or services that the Company is not selling
or marketing at the time of such introduction and the Company decides to sell
and market any such products and/or services during the Term, the Company and
GFV shall enter into a joint venture agreement with respect to such products
and/or services in which any profits derived therefrom shall be divided equally
between the Company and GFV.

     

    5.           Reimbursement of
Expenses.  During the Term, the Company shall pay or reimburse
Foreman for all reasonable and necessary travel, entertainment and other
expenses, including the cost of transportation, lodging and meals incurred by
Foreman in connection with providing the services performed by Foreman
hereunder.  In order for the Company to reimburse Foreman for such
allowable expense, Foreman shall furnish to the Company, in a timely manner,
written documentation in connection with such expenses and shall furnish such
other documentation and accounting as the Company may from time to time
reasonably request.  The Company acknowledges that, to the extent
Foreman is required to travel more than 50 miles outside of Houston, Texas in
connection with the performance of his Services, Foreman will be given round
trip first class ticket and, if used, a companion ticket (by air if appropriate,
between Houston, Texas and such destination), exclusive limousine ground
transportation and five-star first class hotel (suite, if available plus a
separate room for Foreman’s companion)
accommodations.  Notwithstanding the foregoing, Foreman may elect to
arrange for alternate means of transportation in lieu of any air transportation
otherwise to be provided for by the Company pursuant to the preceding sentence,
for which Foreman shall be entitled to be reimbursed, for his actual and
reasonable alternative transportation costs but in no event to exceed the costs
of the first class air transportation offered by the Company.

     

    6.           Covenants.

     

    (a)           The
Company shall comply in all material respects with all material laws and
regulations applicable to its business of marketing and selling Core Diabetic
Supplies (including, but not limited to, all applicable health and safety and
privacy laws and regulations) and maintain all necessary and material licenses
and permits.

     

    (b)           The
Company shall maintain full and accurate books and records showing, at a
minimum, the list of Qualified Leads and sales and cost information necessary to
compute the Qualified Lead Consideration and Profit Sharing
Consideration.

     

    (c)           The
Company shall promptly notify Foreman and GFV in writing in the event that any
governmental entity makes any claim that the marketing and/or sale of any Core
Diabetic Supplies by the Company does not comply in any material respect with
any material applicable law or regulation.

     

    (d)           The
Company shall maintain in full force and effect during the Term comprehensive
general liability insurance, including coverage for products liability and
personal injury, naming Foreman as an additional insured, from a qualified
insurance carrier, with respect to all claims and damages arising out of the
manufacture, distribution, sale, offering for sale and use of any Core Diabetic
Supplies.  Such insurance policies shall have aggregate policy limits
of at least $1,000,000 per occurrence and $5,000,000 in the
aggregate.  The policies shall specify that they may not be cancelled
by the insurer except after 30 days’ prior written notice by the insurer to
Foreman.  The Company agrees to provide Foreman evidence of such
insurance coverage at the reasonable request of Foreman.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (e)           The
Company agrees to use its commercially reasonable best efforts to provide that
all Advertising shall include a prompt to call an 800 (toll-free) number, which
shall be a separate dedicated line for all Advertising, or a particular website
that will monitor the number of calls made, or Internet orders in response to
such Advertising.  Without limiting the generality of the foregoing,
the Company agrees to establish phone call and internet procedures reasonably
acceptable to Foreman and GFV to identify and establish Qualified Leads during
the Term.

     

    (f)           Subject
to Section 3
hereof, the Company and Foreman agree to cooperate to arrange a mutually
acceptable time and place to film the initial Commercial within [***] after the
Effective Date (so that the Company may begin distributing the initial
Commercial through television in the United States as soon as practicable) and
an additional Commercial during each calendar year ending December 31, 2010,
2011 and 2012.

     

    (g)           Each
of the Company, GFV, and Foreman agrees that it will not knowingly permit, do or
commit any act or thing that would degrade, tarnish or deprecate the other
party’s or its public image in society or standing in the
community.

     

    (h)           The
Company agrees that no business operation of the Company currently involves or
shall involve the sale or distribution of alcohol or tobacco products, firearms,
political statements or sexual content.

     

    7.           Term; Termination;
Survival.

     

    (a)           The
term of this Agreement shall be for a period commencing on the Effective Date
and ending on the [***] anniversary of the Effective Date (the “Term”); provided, however, that in the
event Foreman is paid an aggregate amount of (i) [***] hereunder by the Company
during the final twelve (12) month period of the Term or (ii) [***] hereunder by
the Company during the Term, the Company shall have the right, but not the
obligation, to extend the Term for an additional [***] period (the “Extension Period”) on
the terms and conditions set forth herein (the “Extension Right”);
provided, further, however, that the
Company shall have the Extension Right during the Term and each Extension Period
(if any).

     

    (b)           This
Agreement may be terminated at any time by the mutual written consent of the
parties hereto.

     

    (c)           Either
party shall have the right to terminate this Agreement if the other party
breaches any material term or condition of this Agreement that is capable of
being cured and fails to cure such breach within thirty (30) days after written
notice from the non-breaching party; provided, however, that the
non-breaching party shall extend the deadline for curing any breach
appropriately if it is capable of being cured but not reasonably within thirty
(30) days.

     

    (d)           In
the event the Agreement is terminated due to a breach by the Company, (i) the
Company shall immediately discontinue the use or display of Commercials or any
Foreman Indicia in any of the Company’s promotions or advertising or marketing
campaigns and (ii) the restrictive covenants set forth in Section 16 and 20 shall
terminate.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (e)           This
Agreement may be terminated by Foreman and GFV upon written notice to the
Company if the Company becomes insolvent or seeks protection under bankruptcy,
receivership, trust deed, creditor arrangement, composition or comparable
proceeding, or if any such proceeding is instituted against the Company and not
dismissed within ninety (90) days.

     

    (f)       
    In the event that the Agreement is terminated due to
breach by Foreman or GFV, the restrictive covenants in Section 16 and 20 shall survive in
accordance with the terms and conditions herein.

     

    (g)           The
provisions of Sections
4, 5,
6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, and 31 shall survive any
expiration or termination of this Agreement for any reason in accordance with
the terms and conditions herein.

     

    (h)           In
the event that the Agreement is terminated, (i) Foreman and/or GFV, as the case
may be, shall immediately return to the Company all Confidential Information (as
defined below) in its possession or control, and shall provide the Company with
a written certification as to the return of such Confidential Information, (ii)
pursuant to Section
7(c) or Section
7(f), the Company shall make any payments hereunder in accordance with
Section 4(b)
and Section
4(c), as applicable, through the date of such termination to Foreman and
GFV, and all payments obligations shall cease as of such date of termination,
and (iii) pursuant to Section 7(c), Section (d), or Section 7(e), the
Company shall make any payments hereunder in accordance with Section 4(b) and
Section 4(c),
as applicable, to Foreman and GFV.

     

    8.           Grant of
License.  Subject to the terms and conditions hereof, Foreman
hereby grants to the Company an exclusive worldwide license to use the Foreman
Indicia in connection with the Advertising.  Except for the limited
license specifically provided herein, all right, title and interest in all
Foreman Indicia with respect to the Advertising are and shall remain Foreman’s
and Foreman is not transferring to the Company any right or interest in any
copyright, trademark or service mark relating to the Foreman Indicia or to any
elements thereof or any other copyright, trademark or service mark owned by
Foreman or to any elements thereof.  All Advertising shall bear such
trademark or other notices of which Foreman may notify the Company in writing;
provided, that
such marks are reasonable and do not distort or adversely affect the
Advertising.  The Company and Foreman shall mutually agree as to form,
location and content of such trademarks and service marks.

     

    9.           Representations and
Warranties.

     

    (a)           Foreman
represents and warrants to the Company that:

     

    (i)           Foreman
has all requisite power and authority to execute, deliver and perform, this
Agreement and to consummate the transactions contemplated
hereunder.

     

    (ii)          When
executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of Foreman, enforceable against Foreman in accordance with
its terms subject to bankruptcy and equitable exceptions.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (iii)         The
execution and delivery of this Agreement by him and the performance by Foreman
of his obligations hereunder, shall not constitute (with or without notice or
lapse of time or both) a default, breach or violation of any contract or
agreement, to which Foreman is a party or to which Foreman is or may be
bound.

     

    (iv)         All
Foreman Indicia (a) shall be accurate and Foreman’s own and original creation,
except for information validly licensed for use by Foreman or in the public
domain; (b) will consist only of information that Foreman is authorized to use
and to authorize the Company to use as contemplated in this Agreement; (c) will
not constitute a libel or defamation or conflict with any copyright, right of
privacy or other rights of, and will not cause injury to, any third party; (d)
will conform to all applicable federal, state and local laws and regulations and
any other governmental or quasi- governmental laws or regulations of the United
States or any other country; and (e) is owned by Foreman.

     

    (v)          Foreman
has the full right and authority to grant the rights and licenses set forth
herein.

     

    (vi)         The
Company shall be entitled at any time to bring any concerns it has regarding the
Foreman Indicia to the attention of Foreman, whereupon the parties will
cooperate in good faith to address the Company’s concerns.  If the
Company, in its reasonable judgment, believes that immediate action is required
with regard to any of the Foreman Indicia to avoid any violation of applicable
laws or breach of any contract, agreement or arrangement, the Company may
delete, modify or revise  such information; provided, that the
Company shall notify Foreman of such action prior thereto, if reasonably
possible (or, if not, as soon thereafter as commercially
practicable).  In the event Foreman ceases to maintain his
high-profile as a pre-eminent spokesperson and/or entertainer, and becomes
completely inactive as an endorser, Foreman agrees to discuss in good faith with
the Company some protection to the rights and obligations
hereunder.

     

    (b)           GFV
represents and warrants to the Company that:

     

    (i)           GFV
has all requisite power and authority to execute, deliver and perform, this
Agreement and to consummate the transactions contemplated
hereunder.

     

    (ii)          When
executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of GFV, enforceable against GFV in accordance with its terms
subject to bankruptcy and equitable exceptions.

     

    (iii)         The
execution and delivery of this Agreement by GFV and the performance by GFV of
its obligations hereunder, shall not constitute (with or without notice or lapse
of time or both) a default, breach or violation of any contract or agreement, to
which GFV is a party or to which GFV is or may be bound.

     

    (c)           The
Company represents and warrants to Foreman and GFV that:

     

    (i)           The
Company has all requisite power and authority to execute, deliver and perform
this Agreement and to consummate the transactions contemplated
hereunder.

     

    ***  Confidential Information Redacted

    
      
         


      

      
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    (ii)          When
executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms subject to bankruptcy and equitable exceptions.

     

    (iii)         The
execution and delivery of this Agreement by the Company and the performance by
the Company of its obligations hereunder, shall not constitute (with or without
notice or lapse of time or both) a default, breach or violation of any contract
or agreement which the Company is a party or to which the Company is or may be
bound.

     

    (iv)         The
dialogue and material written or used by the Company in any Advertising shall be
wholly original and will not constitute a libel or defamation or conflict with
any copyright, right of privacy or other rights of, and will not cause injury
to, any third party.

     

    10.           Press
Release.  It is the intent of the parties to issue a joint
press release announcing the formation of the relationship created hereby; provided, that it is
agreed, except as required by law or by the Securities and Exchange Commission
(upon an opinion by counsel of such party) or in connection with the performance
and enforcement of this Agreement, no party will issue any such press release or
disclose the terms of this Agreement without the prior written consent of the
other parties.

     

    11.           Enforcement Action.
If either party obtains information that the rights granted by Foreman to the
Company have been breached by a third party, such information shall be promptly
transmitted to the other party.  As between the Company and Foreman,
any litigation or other action to police the Foreman Indicia and to abate
infringement shall be under the complete control of Foreman; provided, however, that the
Company agrees to cooperate in any such litigation and to commence appropriate
action if requested to do so by Foreman, but only to the extent approved by the
Company’s outside counsel and further subject to mutual agreement among the
Company and Foreman regarding division of the expense of retaining outside
counsel.

     

    12.           Arbitration.  The
parties are desirous of reducing the time and costs of resolving
disputes.  Accordingly, any claim or controversy arising out of or in
connection with the construction or application of any term, provision or
condition of this Agreement shall be settled by final and binding arbitration in
the State of New York under the Rules of the American Arbitration Association;
provided, however, that any
such matter submitted to arbitration shall be presided over by a panel of at
least three (3) arbitrators who each shall have experience in the area of
commercial law.  The decision of the arbitrators shall be binding upon
the parties.  The reasonable cost of arbitration shall be borne by the
losing party or in such proportion as the arbitrators shall
decide.  Judgment on the award rendered by the arbitrator may be
entered in any court in the world having jurisdiction.

     

    13.           Indemnification by the
Company.  The Company shall indemnify, defend and hold Foreman
and GFV harmless from and against all claims, costs, liabilities, judgments,
expenses or damages (including reasonable attorneys’ fees and court costs)
arising from or related to (a) the Company’s business or operation,
including without limitation, from the manufacture, marketing, sale or
distribution of any products or services, or from infringement of any patent,
trademark, copyright or other proprietary rights (other than a cause of action
relating to the Foreman Indicia) in connection with any of the Company’s
products or services and (b) any claims of third parties against Foreman or
GFV arising from or related to any breach of any of the Company’s
representations, warranties, covenants and agreements hereunder; provided, that the
Company shall be accorded full control of the defense and/or settlement of any
claims relating to the Company so long as any consent to entry of any judgment
or entry into any settlement includes as an unconditional term thereof the
giving by the claimant or plaintiff to Foreman or GFV, as the case may be, of a
release from all liability with respect to such claim.

     

    ***  Confidential Information Redacted

    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    14.           Indemnification by Foreman;
GFV.

     

    (a)           Foreman
shall indemnify, defend and hold the Company harmless from and against all
claims, costs, liabilities, judgments, expenses or damages (including reasonable
attorneys’ fees and court costs) any claims of third parties against the Company
arising from or related to any breach of any of Foreman’s representations,
warranties, covenants and agreements hereunder; provided, that
Foreman shall be accorded full control of the defense and/or settlement of any
claims relating to the Foreman Indicia so long as any consent to entry of any
judgment or entry into any settlement includes as an unconditional term thereof
the giving by the claimant or plaintiff to the Company of a release from all
liability with respect to such claim.

     

    (b)           GFV
shall indemnify, defend and hold the Company harmless from and against all
claims, costs, liabilities, judgments, expenses or damages (including reasonable
attorneys’ fees and court costs) any claims of third parties against the Company
arising from or related to any breach of any of GFV’s representations,
warranties, covenants and agreements hereunder; provided, that GFV
shall be accorded full control of the defense and/or settlement of any claims
relating to GFV so long as any consent to entry of any judgment or entry into
any settlement includes as an unconditional term thereof the giving by the
claimant or plaintiff to the Company of a release from all liability with
respect to such claim.

     

    15.           LIMITATION OF
LIABILITY.  NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE
CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN
ANY MANNER ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT,
REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN.

     

    ***  Confidential Information Redacted

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    16.           Confidential
Information.  Each of Foreman, GFV and their respective
Affiliates recognizes and acknowledges that such Person has had, and will have,
access to Confidential Information (as defined below) and that such Confidential
Information constitutes special, unique and valuable property of the
Company.  Each of Foreman, GFV and their respective Affiliates
acknowledges that the Confidential Information is and shall remain the exclusive
property of the Company.  Each of Foreman, GFV and their respective
Affiliates agrees that such Person will not at any time without the prior
written consent of the Company (whether during the Term or at any time
thereafter) utilize such Confidential Information for such Person’s own benefit,
for the benefit of any third party or to the detriment of the Company, or
disclose such Confidential Information to anyone outside the Company other than
as shall be necessary in connection with the performance of such Person’s
obligations hereunder or as permitted hereunder.  Each of Foreman, GFV
and their respective Affiliates agrees that the foregoing restrictions shall
apply whether or not such information is marked “Confidential”.  For
purposes of this Agreement, the term “Confidential
Information” shall mean any confidential, proprietary or non-public
information, whether written or oral, tangible or intangible, of or concerning
the Company and parties with whom the Company does business, and shall include,
without limitation, scientific, trade and engineering secrets, “know- how”,
formulas, secret processes, drawings, specifications, engineering, hardware
configuration information, works of authorship, machines, inventions, concepts,
computer programs (including documentation of such programs), images, text,
source code, object code, html code, scripts, flow charts, routines, compilers,
assemblers, designs and all modifications, enhancements and options thereto,
services, materials, patent applications, new product and other plans, technical
information, technical improvements, manufacturing techniques, specifications,
manufacturing and test data, progress reports and research projects, business
plans, prospects, financial information, information about costs, profits,
markets, sales, customers and suppliers, procurement and promotional
information, credit and financial data concerning customers or suppliers,
information relating to the management, operation and planning of the Company
and plans for future development and other information of a similar nature to
the extent not available to the public.  The Company acknowledges that
for purposes of this Agreement, the term “Confidential
Information” shall not include information which (a) was demonstrably
known to Foreman or GFV prior to the Effective Date, (b) is independently
developed by Foreman or GFV not in violation of this Agreement or learned by
Foreman or GFV from a third party who is not under an obligation of confidence
to the Company or parties with whom the Company does business, or (c) becomes
generally available to the public other than by breach of this Section
16.  In the event that Foreman or GFV becomes legally required
(whether by deposition, interrogatories, requests for information or documents,
subpoenas, civil investigative demands and similar processes and/or other legal
means) to disclose any Confidential Information, such Person will provide the
Company with prompt notice thereof so the Company may seek a protective order or
other appropriate remedy and Foreman or GFV, as the case may be, will use such
Person’s reasonable efforts to cooperate with and assist the Company in securing
such protective order or other remedy; provided, that
Foreman or GFV, as the case may be, will be reimbursed by the Company for all of
such Person’s reasonable expenses in connection with such
cooperation.  In the event that such protective order is not obtained,
or that the Company waives compliance with the provisions of this Section 16 to permit
a particular disclosure, Foreman or GFV, as the case may be, shall furnish only
that portion of the Confidential Information which such Person is advised by
counsel in writing is legally required to be disclosed and shall exercise such
Person’s reasonable best efforts to cooperate with the Company to obtain
reliable assurances that confidential treatment will be afforded the
Confidential Information; provided, that
Foreman or GFV, as the case may be, will be reimbursed by the Company for all
such Person’s reasonable expenses in connection with such
cooperation.  Each of Foreman ,GFV and their respective Affiliates
further agrees that all memoranda, disks, files, notes, records or other
documents which contain Confidential Information, whether in electronic form or
hard copy, and whether created by Foreman, GFV or any of their respective
Affiliates or others, which come into such Person’s possession, shall be and
remain the exclusive property of the Company to be used by Foreman or GFV only
in the performance of such Person’s obligations hereunder.

     

    ***  Confidential Information Redacted

    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    17.           Return of Documents and
Property.  Upon the termination of Foreman’s consulting
relationship with the Company or at any other time upon the request of the
Company, Foreman, GFV, and/or their respective Affiliates, heirs or personal
representatives (a) shall deliver to the Company all memoranda, disks, files,
notes, records or other documents which contain or are based upon Confidential
Information and shall not retain any copies thereof in any format or storage
medium (including computer disk or memory), and (b) use good faith efforts to
purge from any computer system in his possession other than those owned by and
returned to the Company, all computer files which contain or are based upon any
Confidential Information and confirm such purging in writing to the
Company.

     

    18.           Intellectual Property
Rights.  The Company acknowledges that as between Foreman, on
the one hand, and the Company, on the other hand, the Company is the licensee of
all right, title and interest in and to the Foreman Indicia with respect to the
Advertising and in all copyrights, trademarks and other rights associated
therewith, and is the owner of all artwork, copy, literary text, advertising and
promotional material of any sort which utilize the foregoing (including all such
materials developed by or under the authority of the Company), and the goodwill
pertaining to all of the foregoing.  Except for the license
specifically provided herein, Foreman is not transferring to the Company any
right, title or interest in and to the Foreman Indicia or any copyrights,
trademarks and other rights associated therewith.  Without limiting
the generality of the foregoing, the Company may not use any Advertising or
Commercial after expiration of the Term, except that the Company may retain one
archival copy for its records.

     

    19.           Grant of
Rights.

     

    (a)           Each
of Foreman and GFV acknowledges and agrees that Foreman and GFV shall not have
any approval rights over the Company’s business or operation, including, but not
limited to, the Company’s use of media brokers, media buyers, manufacturers,
telemarketers, or fulfillment entities in connection with the Company’s
performance of its duties hereunder or otherwise in connection herewith; provided, however, that the
Company shall not use a Commercial or any Advertising unless such Commercial or
Advertising has been previously approved in writing by Foreman.

     

    (b)           Notwithstanding
any implication herein to the contrary, the Company shall not have the right to
edit, delete, add to or combine any Commercial or Advertising without Foreman’s
prior written approval; provided, however, that the
Company shall have the right to edit, delete, add to or combine any Commercial
or Advertising without Forman’s prior written approval if such edit, deletion,
addition or combination is immaterial.

     

    20.           Exclusivity;
Non-Competition.

     

    (a)           Each
of Foreman, GFV and their respective Affiliates acknowledges that (i) the
Company engages in a competitive business, (ii) Foreman and GFV services and
responsibilities are unique in character and are of particular significance to
the Company, (iii) Foreman’s and GFV’s relationship with the Company will place
such Person in a position of confidence and trust with the customers, suppliers
and employees of the Company, and (iv) Foreman’s and GFV’s position with the
Company has and will provide such Person access to Confidential Information
which is valuable and material to the business and competitive position to the
Company.

     

    ***  Confidential Information Redacted

    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    (b)           Each
of Foreman, GFV and their respective Affiliates therefore agrees that during the
Term (the “Restricted
Period”) and for a period of [***] after termination of this Agreement,
unless such termination is due to or results from a breach of this Agreement by
the Company, in which case the Restricted Period shall end on such termination
date, such Person will not, directly or indirectly, as an individual proprietor,
partner, shareholder, member, officer, director, employee, consultant,
independent contractor, joint venturer, investor, lender, spokesperson,
promoter, endorser or any role participate in any Restricted Business (as
defined below) anywhere in the United States unless such Person shall have
obtained the prior written consent of the Company; provided, that it
shall not be a violation of this Section 20(b) for
such Person to (i) own, in the aggregate, an interest of less than 5% of the
shares or other equity interests of any company traded on a national securities
exchange or over the counter market; and/or (ii) comply with and/or exercise
such Person’s rights, obligations and responsibilities under that certain (A)
Operating Agreement of InStride Ventures, LLC, by and among GFV, In Stride, LLC,
a Delaware limited liability company, Olen Rice, and Paul Koester (the “InStride Operating
Agreement”), (B) License Agreement, dated April 20, 2007, between GFV and
InStride Venture, LLC (the “InStride License
Agreement” and together with the InStride Operating Agreement, the “InStride Documents”),
(C) Operating Agreement of Vita Ventures, LLC, by and between G-Nutritional,
LLC, a Delaware limited liability company (“G-Nutritional”), and
Vitaquest International LLC, a Delaware limited liability company (the “Vita Ventures Operating
Agreement”), (D) Trademark License and Services Agreement, dated
September 7, 2006, between Vita Ventures, LLC, a Delaware limited liability
company, and G-Nutritional (the “Vita Ventures Trademark
License Agreement” and together with the Vita Ventures Operating
Agreement, the “Vita
Documents”), (E) Promotion License Agreement, dated September 6, 2006,
between KnowFat Franchise Company, Inc., a Delaware corporation (“KnowFat”), and GFV
(the “KnowFat
Promotion License Agreement”), (F) Services Agreement, dated September 6,
2006, between KnowFat and GFV (the “KnowFat Service
Agreement” and together with the KnowFat Promotion License Agreement, the
“KnowFat
Documents”), and (G) Agreement by and among George Foreman Productions,
Inc. and Foreman, on the one hand, and GFV and George Foreman Enterprises, Inc.,
on the other hand, dated April ___, 2010, which includes the limited license
from Foreman to GFV with respect to the InStride Documents, the Vita Documents,
and the KnowFat Documents (the “Foreman-GFV
Agreement”, and together with the InStride Documents, the Vita Documents,
and the KnowFat Documents, the “Foreman Related
Documents”).  The Company hereby acknowledges that GFV has
delivered copies of the Foreman Related Documents to the Company.

     

    (c)           Each
of Foreman, GFV and their respective Affiliates, as applicable, further
acknowledges and agrees that (i) the InStride Documents does not require Foreman
to participate in any commercials, infomercials, or advertising or promotions
distributed through radio, television or the internet, or any other forms of
media or advertisements that require Foreman to speak, and Foreman shall not
participate in any such forms of commercials, infomercials, advertising,
promotions or media with respect to InStride Documents, (ii) such Persons shall
not amend, modify, or restate the InStride Documents in any manner that would
result in a default by such Person under the terms of this Agreement (iii) such
Persons shall comply with the terms and conditions set forth in Section 21 herein
prior to the assignment of the InStride License Agreement, as the case may be,
to any third party, (iv) such Persons and the other Foreman or GFV related
Persons party to the Foreman Related Documents shall not manufacture, sell,
promote, market and/or advertise any other products and/or services under the
Foreman Related Documents except as specifically set forth in such respective
Foreman Related Documents; (v) such Persons shall not expand the scope or
categories of the products and/or services to be manufactured, sold, promoted,
marketed and/or advertised in any of the respective Foreman Related Documents,
and (vi) such Persons shall not manufacture, sell, promote, market and/or
advertise any diabetic strips, lancets, meters, control solutions, insulin
delivery devices or systems or insulin syringes under the Foreman Related
Documents.

     
***  Confidential Information Redacted

    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    (d)           The
Company hereby acknowledges and agrees that the rights and obligations set forth
under this Agreement shall not prohibit any of Foreman, GFV or any of their
respective Affiliates, as applicable, from exercising their rights or complying
with their respective obligations under any of the Foreman Related Documents;
provided, however, that in the
event exercising such rights or complying with any such obligations causes a
breach of this Agreement, including, but not limited to Section 20(c), or a
non-appealable order is issued by an Authority of competent jurisdiction that
permits or authorizes such Person to manufacture, advertise, promote, market
and/or sell any diabetic strips, lancets, meters, control solutions, insulin
delivery devices or systems or insulin syringes in exercising its rights or
complying with its obligations under the applicable Foreman Related Documents,
the Company (after defending its rights with respect to such Authority) shall
have the right, but not the obligation, to terminate this Agreement pursuant to
Section 7(c) or
Section
7(f).

     

    (e)           For
purposes of this Agreement, a “Restricted Business”
shall mean any company or entity that is engaged in the business of
manufacturing, offering, soliciting or making sales of any of the Core Diabetic
Supplies; provided, that the
manufacture or sale of food products and/or cookbooks shall not be considered a
Restricted Business, so long as products or cookbooks are not directly targeted
to any individual with diabetes or restricted by low-sugar diets.

     

    (f)        
   During the Restricted Period, each of Foreman, GFV and their
respective Affiliates agrees not to, directly or indirectly, whether for his own
account or for the account of any other individual or entity, solicit, induce,
enter into any agreement with, or attempt to influence any individual who was an
employee of or consultant to the Company at any time during the preceding [***]
period, to terminate his or her employment relationship with the Company or to
become employed by such Person or any individual or entity by which such Person
is employed or a consultant, or interfere in any other way with the employment
or other relationship of any employee of or consultant to the Company; provided, however, that this
Section 20(f)
shall not apply to a consultant to the extent that such consultant remains
reasonably accessible to the Company; and provided, further, however, that the
general solicitation of employment by such Person conducted, directly or
indirectly, in newspapers, trade journals, the Internet, through recruiters or
by any similar media and any subsequent employment discussions or employment
shall not be deemed to be an attempt to employ any employee or former employee
of the Company.

     

    ***  Confidential Information Redacted

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    21.           Right of First
Refusal.  At least [***] prior to Foreman, GFV or any of their
respective Affiliates, as applicable, makes an assignment of all of any portion
of any the InStride License Agreement, as the case may be, to any third party
(except as set forth in the last sentence of this Section 21), such
Person (the “Assigning
Party”) shall deliver a written notice (the “Offer Notice”) to the
Company, which Offer Notice shall be deemed to be an offer of the subject
InStride License Agreement, as the case may be, to the Company on the same terms
and conditions as proposed by such third party.  The Company shall
have right, but not the obligation, to assume the assignment of the InStride
License Agreement as specified in the Offer Notice at the price and on the terms
specified in the Offer Notice by delivering written notice of such election to
Foreman, GFV or any of their respective Affiliates, as applicable, within [***]
after the delivery of the Offer Notice (the “Election
Notice”).  If the Company elects to assume the assignment of
the InStride License Agreement, as the case may be, from Foreman, GFV or any of
their respective Affiliates, as applicable, the closing of such transaction
shall be consummated as soon as practical after the delivery of the Election
Notice.  To the extent that the Company does not elect to assume the
assignment of the InStride License Agreement, as the case may be, from Foreman,
GFV or any of their respective Affiliates, as applicable, such Person, may,
within [***] thereafter, assign the InStride License Agreement, as the case may
be, to one or more third parties at the price and on the terms and conditions
set forth in the Offer Notice.  Notwithstanding the foregoing and for
the avoidance of any doubt, each of the Parties acknowledges and agrees that the
Right of First Refusal provided to the Company in this Section 21 shall not
apply to any assignment of the InStride License Agreement to any Affiliate of
Foreman, the GFV, and/or InStride Ventures, LLC; provided, that such assignee is
not a competitor of the Company.

     

    22.           Relationship of the
Parties.  The parties to this Agreement are independent
contractors, and this Agreement shall not be construed to create a partnership,
joint venture, employment or principal agent relationship between the
parties.  Each party shall be solely responsible to compensate any
employees, agents or representatives employed or engaged by it to perform duties
under this Agreement and for all taxes, imposts, duties and all charges of any
governmental authority arising from its or his activities under this
Agreement.  Neither the Company nor Foreman, nor GFV, nor any person
or entity employed by any of them, are authorized to make any representation or
warranty concerning the other parties or incur or assume any obligation or
liability for the other parties.

     

    23.           Amendment;
Waiver.  No amendment to this Agreement shall be valid unless
such amendment is in writing and is signed by the party against whom enforcement
is sought.  Any of the terms and conditions of this Agreement may be
waived at any time in writing by the party entitled to the benefit thereof, but
a waiver in one instance shall not be deemed to constitute a waiver in any other
instance.  A failure to enforce any provision of this Agreement shall
not operate as a waiver of the provision or of any other provision
hereof.

     

    24.           Behavior.  Each
of Foreman, GFV and their respective Affiliates agrees that at no time during
the Restricted Period shall such Person publicly disparage the Company, the
Company’s products or the Services.  If any of Foreman, GFV or their
respective Affiliates does publicly disparage the Company, the Company’s
products or the Services, or if any of Foreman, GFV or their respective
Affiliates should be convicted with a felony, the Company shall have the right
to terminate this Agreement without waiver of any or all other legal remedies in
which case Company shall immediately cease use of all materials utilizing
Foreman’s name, voice, likeness or endorsement.  The Company’s
election to terminate this Agreement pursuant to this Section 24 shall not
be later than [***] after the Company became aware of the facts giving rise to
such right under this Section
24.

     
***  Confidential Information Redacted

    
      
         


      

      
        - 16
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    25.           Severability.  In
the event that any provision of this Agreement shall be held to be invalid,
illegal or unenforceable in any circumstances, the remaining provisions shall
nevertheless remain in full force and effect and shall be construed as if the
unenforceable portion or portions were deleted.

     

    26.           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York without regard to
its conflict of law principles.

     

    27.           Notices.  All
notices or other communications hereunder shall be in writing and shall be
deemed to be given or made when delivered by overnight courier or first-class,
postage prepaid, registered or certified mail to the following address or
addresses or such other address or addresses as either party may designate in
writing to the other in accordance with this Section
27:

     

    
      	 	
                If
      to the Company:

            	
              United
      States Pharmaceutical Group, L.L.C.

            


    

    13630 NW
8th Street

    Suite
210

    Sunrise,
Florida 33325

    Attention:  Chief
Executive Officer

    Facsimile:  (954)
903-5005

     

    
      	
               
      

            	
                With
      a copy to:

            	
              NationsHealth,
      Inc.

            


    

    13630 NW
8th Street

    Suite
210

    Sunrise,
Florida 33325

    Attention:  Legal
Department

    Facsimile:  (954)
903-5940

     

    and

     

    McDermott
Will & Emery

    201 South
Biscayne Boulevard

    Suite
2200

    Miami, FL
33131-4336

    Attention:  Ira
J. Coleman, Esq. and Fred Levenson, Esq.

    


    
      	 	
                If
      to Foreman:

            	
              Morgan,
      Lewis & Bockius LLP

            


    

    77 West Wacker Drive

    Chicago,
IL  60601-5094

    Attention:  Neal
Aizenstein

     

    
      	 	
               
      If to GFV: 

            	
              George
      Foreman Enterprises, Inc.

            


    

    100 North Wilkes-Barre
Blvd.

    4th  Floor

    Wilkes Barre, PA
18702

    Attention:  Richard L.
Huffsmith

     
***  Confidential Information Redacted

    
      
         


      

      
        - 17
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                With
      a Copy to: 

            	
              George
      Foreman Enterprises, Inc.

            


    

    100 North Wilkes-Barre
Blvd.

    4th  Floor

    Wilkes Barre, PA
18702

    Attention:  Jeremy
Anderson

     

    28.           Assignment.  Neither
Foreman, GFV nor the Company shall have the right to grant sublicenses hereunder
or to otherwise assign, alienate, transfer, encumber, or hypothecate (all of the
foregoing hereinafter “transfer”) any of their rights or obligations hereunder
without the prior written consent of the other parties hereto.  The
Company may, without the approval of Foreman or GFV, transfer its rights and/or
obligations hereunder in connection with a consolidation, merger or sale of all
or substantially all of the Company’s assets with any other entity.

     

    29.           Compliance with
Laws.  The Company agrees that it shall comply with applicable
laws in connection with the development and publication of Commercials and other
Advertising.  Foreman’s approval of the use or manner of use of
Commercials or any Advertising shall not constitute an opinion as to the legal
appropriateness or adequacy of such use or manner of use, and it shall be the
Company’s sole responsibility to comply with all applicable laws and
regulations; provided, that all of
the Foreman Indicia shall comply with all applicable laws and
regulations.

     

    30.           Headings.  Paragraph
headings are for convenience only and shall not be used in any manner to
construe this agreement.

     

    31.           Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous agreements and understandings, written or oral between
the parties with respect to the subject matter hereof.

     

    32.           Execution in
Counterparts.  This Agreement may be executed by the parties in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute one and the
same agreement.

     
***  Confidential Information Redacted

    
      
         


      

      
        - 18
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    IN
WITNESS WHEREOF, each of the parties has executed this Agreement as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              UNITED
      STATES PHARMACEUTICAL

                                              GROUP,
      L.L.C. (d/b/a NATIONSHEALTH)

                                            
	 	 
      	 
      
	 	
                                              By:

                                            	 
      
	 	
                                              Name:

                                            	 
      
	 	
                                              Title:

                                            	 
      
	 	 
      	 
      
	 	
                                              GEORGE
      FOREMAN

                                            
	 	 
      	 
      
	 	
                                              /s/ George Foreman

                                            
	 	 
      	 
      
	 	
                                              GEORGE
      FOREMAN VENTURES LLC

                                            
	 	 
      	 
      
	 	
                                              By:

                                            	
                                              /s/ Seymour Holtzman

                                            
	 	
                                              Name:

                                            	
                                              Seymour Holtzman

                                            
	 	
                                              Title:

                                            	 
      
	 	 
      	 
      
	 	
                                              Agreed and Acknowledged:

                                            
	 	 
	 	
                                              GEORGE
      FOREMAN ENTERPRISES, INC.

                                            
	 	 
      	 
      
	 	
                                              By:

                                            	
                                              /s/
      Seymour Holtzman

                                            
	 	
                                              Name:

                                            	
                                              Seymour
      Holtzman

                                            
	 	
                                              Title: