TOTAL LUXURY GROUP, INC.
                               SERVICES AGREEMENT

     This Services Agreement (the "Agreement") is entered into on the 7th day of
March,  2008,  by and between  Donald Jones ("DJ");  Total Luxury Group,  Inc. a
corporation  organized  and existing  under the laws of the State of Indiana and
having a principal place of business at 11900 Biscayne Blvd. Suite #620,  Miami,
Florida 33181  ("TLEI");  and Pogan Retail LLC ("Pogan") (DJ, TLEI and Pogan are
collectively referred to as the "Parties").

     WHEREAS,  Pogan has entered into an agreement with TLEI dated as of January
24, 2008 (the "Pogan Agreement"); and

     WHEREAS,  TLEI  desires  to retain DJ to  perform  certain  management  and
consulting services (the "Services"); and

     WHEREAS, DJ desires to perform the Services requested by TLEI; and

     WHEREAS,   in  consideration  of  DJ  agreeing  to  restructure  the  Pogan
Agreement,  the Parties  hereby agree that DJ, Pogan,  or DJ's designee shall be
entitled to certain compensation in consideration for the Services;

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and covenants contained therein, the Parties hereby agree as follows:

Article 1. Performance by DJ.
           ------------------

     During the term of this  Agreement,  DJ agrees to provide  the  Services to
TLEI.  The  Services  may be  amended  and  supplemented  from  time  to time by
proposals  as provided by TLEI or DJ and  approved  by both  parties.  A typical
proposal  may set forth the  requirements  or scope for a specific  project or a
general description of the type of services that DJ will provide to TLEI.

Article 2. Description of DJ's Services.
           -----------------------------

     2.01  Commencement  and  Description  of Services.  Commencing  on the date
hereof,  DJ shall  provide  to TLEI  the  Services,  subject  to the  terms  and
conditions  set forth herein (the "Terms and  Conditions")  and such other terms
and conditions set forth in any proposal(s).

     2.02 Commercially  Reasonable Efforts. DJ will use commercially  reasonable
efforts to achieve the goals set out in this  Agreement  and any  proposals in a
professional  and timely manner.  DJ,  however,  shall not guarantee any results
from such efforts.

     2.03  Consultations,  Reports.  DJ  agrees  to be  available  for  periodic
meetings held at TLEI's offices, or at another mutually agreed upon location, to
review the progress of all work as required by applicable proposals.



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Article 3. Obligations of TLEI
           -------------------

     3.01 Access to Information. TLEI agrees to make available to DJ, access to,
and  thorough  explanation  of,  internal  documentation   sufficient  for  DJ's
resolution of issues that may arise, as well as analyses and related information
required by DJ to perform the Services.

     3.02 Access to TLEI  Staff.  TLEI agrees to make  available  to DJ,  TLEI's
management  personnel  for  discussion  and  resolution of issues as they occur,
technical  and  business  support,  and to attend  meetings  if  required in the
proposals.  TLEI agrees to provide DJ with the  requisite  authority to make any
necessary personnel decisions.

     3.03  Other.  TLEI  agrees to  provide  DJ with such  apparent  and  actual
authority  to  enable  him to carry out the  responsibilities  and  perform  the
Services provided for and contemplated by this Agreement.

Article 4. Payment for Services
           --------------------

     4.01 Payment.  TLEI agrees to immediately  issue to DJ, as compensation for
the Services,  warrants (the "Series B Warrants") to purchase 140,000,000 shares
of the Common Stock of TLEI.  The Series B Warrants  shall vest according to the
following schedule:

          (a) 25% of the Series B Warrants shall vest  immediately (the "Tranche
     1 Warrants").  These warrants shall be exercisable  for a period of 7 years
     from the date of  issuance  and shall have an  exercise  price of $0.01 per
     share.

          (b) 25% of the  Series B  Warrants  shall  vest in 12 months  from the
     vesting date of the Tranche 1 Warrants. These warrants shall be exercisable
     for a period of 7 years from the date they vest and shall have an  exercise
     price of $0.10 per share.

          (c) 25% of the  Series B  Warrants  shall  vest in 24 months  from the
     vesting date of the Tranche 1 Warrants. These warrants shall be exercisable
     for a period of 7 years from the date they vest and shall have an  exercise
     price of $0.25  per  share,  provided  that in the  event of a  Fundamental
     Transaction (as defined in the form of Series B Warrant  attached hereto as
     Exhibit A) prior to December 31, 2009, the warrants shall be exercisable at
     a 20%  discount  to the  price at which the  common  stock is valued in the
     Fundamental Transaction.

          (d) The remaining 25% tranche of warrants shall vest in 36 months from
     the date of the Tranche 1 Warrants. These warrants shall be exercisable for
     a period of 7 years  from the date they  vest and  shall  have an  exercise
     price of $.50  per  share,  provided  that in the  event  of a  Fundamental
     Transaction  prior to December 31, 2009,  the warrants shall be exercisable
     at a 20%  discount to the price at which the common  stock is valued in the
     Fundamental Transaction.

          (e) TLEI agrees to  substitute an omnibus stock plan that will provide
     for stock options on substantially  the same terms as provided for in these
     warrants.  DJ will have the  opportunity to exchange the Warrants  provided
     for herein for stock options  pursuant to a qualified plan of substantially
     similar terms.



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Article 5. Indemnification.
           ---------------

     5.01  General  Indemnity.  TLEI agrees to indemnify  and hold  harmless DJ,
Pogan and all of Pogan's employees  (collectively,  the "Indemnitiees") from and
against  any and all  losses,  liabilities,  deficiencies,  costs,  damages  and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements)  incurred by the Indemnitees as a result of any Services rendered
to TLEI by DJ.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the day and year first above written.



                                        TOTAL LUXURY GROUP, INC.



                                        By:_____________________________________
                                        Name:
                                        Title:

                                        POGAN RETAIL LLC


                                        By:_____________________________________
                                        Name:
                                        Title:


                                        DONALD JONES


                                        ________________________________________