SouthPeak
      Interactive, Sales Representative Agreement

     

    This
      Agreement ("Agreement") is made and entered into as of July 21, 2006, by and
      between SouthPeak Interactive LLC., ("Publisher"), a Virginia
      Corporation,
      with an
      address of 2900 Polo Parkway, Suite 104, Midlothian, VA 23113 U.S.A., and
Phillips
      Sales, Inc.("Representative"), a
      corporation, with an address of 2900
      Polo Parkway, Suite 200, Midlothian,VA 23113


     

    WHEREAS,
      Representative is engaged in the business of the sales and marketing of
      videogames, software and related products ("Products"), and maintains a sales
      force experienced in such sales;

     

    WHEREAS,
      Publisher is in the business of publishing and distributing the Products;
      and

     

    WHEREAS,
      Representative possesses the expertise and sales marketing knowledge consistent
      with the sales objectives of Publisher.


     

    NOW
      THEREFORE, the parties hereto agree as follows:

     

    1. Appointment


     

    Publisher
      hereby appoints Representative as an exclusive representative to sell the
      Products published by Publisher set forth in Schedule A, which is attached
      hereto and incorporated herein (the "Authorized Products"), solely in the
      territory set forth on Schedule B, attached hereto and incorporated herein
      (the
      "Authorized Territory"). Publisher may modify, discontinue or change the
      Authorized Products, and add or delete Authorized Products from Schedule A,
      in
      its sole discretion, upon written notice to Representative. During the Term
      (as
      defined below) of this Agreement, Representative shall have the right to sell
      the Authorized Products in the Authorized Territory to the account(s)
      specifically identified in Schedule C (the "Authorized Account(s)"). Nothing
      contained in this Agreement shall prohibit Publisher from marketing and selling,
      nor from appointing others to market and sell the Authorized Products to
      accounts other than the Authorized Account(s) or products not identified as
      Authorized Products to any account, including Authorized
      Account(s).

     

    2. Representative
      Obligations

     

    Representative
      hereby agrees to use its best efforts to promote the sale of the Authorized
      Products to Authorized Accounts in the Authorized Territory and to cooperate
      with Publisher in carrying out the Publisher's sales programs. To this end,
      Representative shall, without limitation:

     

    (a) Maintain
      an office and staff in the Authorized Territory sufficient to meet obligations
      under this Agreement;

     

    (b) Contact
      all Authorized Accounts and potential accounts on a regular basis as agreed
      upon
      with the Publisher's sales management;

     

    (c) Cooperate
      at the request of Publisher and furnish such information concerning the credit
      standing and accounts payables of Authorized Accounts in the Authorized
      Territory;

     

    (d) Be
      responsible for assisting Publisher in assuring the prompt payment from
      Authorized Accounts within their terms of credit extended by
      Publisher;

     

    (f)
      Provide such sales and lead reports and forecasts and such other information
      reasonably
      requested by Publisher, including, but not limited to, reports and forecasts
      regarding market conditions, pending business and contacts, problem areas,
      and
      sales plans and programs; and

    
       

      
        
          
          

        

        
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    (g)
      Provide necessary and reasonable customer support and consultation, including
      accommodating customer relations and inquiries.

     

    3. Purchase
      Orders

     

    All
      purchase orders for the Authorized Products received by Representative shall
      be
      promptly forwarded to Publisher and each Authorized Account order submitted
      by
      Representative for the Authorized Products shall be subject to Publisher's
      prior
      approval and acceptance. Representative shall have no authority to accept or
      reject any orders for or in the name of Publisher or in any other way to bind
      or
      to enter into contractual commitments for or on behalf of Publisher and
      Representative will so inform all Authorized Accounts in the Authorized
      Territory. In all cases the documents forwarded to Publisher shall be the
      original order documents received from the Authorized Account. Publisher may
      accept orders by telephone or other electronic means, but in all such cases
      the
      Representative shall promptly forward to Publisher the supporting original
      purchase order document. Unless otherwise agreed upon by Publisher and
      Representative, Publisher shall ship all of the Authorized Products directly
      to
      the Authorized Accounts from such location(s) as Publisher shall
      determine.

     

    4. Terms
      of Sale

     

    Publisher
      shall at prices and upon terms and conditions establish Sale of the Authorized
      Products. At its sole discretion, Publisher shall have the right at any time
      to
      establish or change its prices, account price list, discount rates, terms and
      conditions of sale, warranty, delivery and packaging charges, methods of payment
      and any other matters relating to the sale of the Authorized Products and to
      discontinue offering any Authorized Product without thereby incurring any
      obligation or liability to Representative.


     

    5. OEM
      Accounts and License Transaction

     

    This
      Agreement does not apply to sales to "original equipment manufacturers" now
      or
      hereafter designated by Publisher in its sole discretion, nor does it apply
      to
      transactions with Authorized Accounts or other accounts who obtain rights in
      the
      Authorized Products by license rather than purchase. Representative shall not
      have the right to negotiate or enter into any such agreements with any third
      parties and no commissions and/or compensation shall be payable to
      Representative from sales to, by or through original equipment manufacturers'
      or
      licensees or sublicenses of the Publisher.

     

    6. Records
      and Reports


     

    During
      the Term and for a period of one (1) year thereafter, Representative shall
      maintain complete and accurate books and records and retain originals or copies
      of all correspondence with Authorized Accounts and all other correspondence
      of
      any kind relating to all obligations of Representative under this Agreement.
      Publisher, or its designee, upon reasonable notice shall have the right at
      any
      time during the Term of this Agreement, and for a period of one (1) year
      thereafter, to make an examination of such books, records and correspondence
      maintained by the Representative hereunder.

     

    
      
        
        

      

      
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    7.
      Compensation

     

    Publisher
      agrees to compensate Representative at the rate of three percent (3%) of the
      Net
      Receipts (as defined herein) for sales of the Authorized Products made by
      Representative to Authorized Accounts (the "Commission Rate"). In addition,
      Publisher may change the Commission Rate for Authorized Accounts and add
      Authorized Accounts with different Commission Rates to this Agreement from
      time
      to time. Net Receipts are defined as all money actually received by Publisher
      from the Authorized Account(s) for the purchase of Authorized Products, reduced
      by any marketing discount funds, discounts, returns or allowances, price
      protections, credits or other adjustments, applicable taxes, shipping and
      handling. All sales commissions due hereunder shall be payable to Representative
      on the last day of the month following the month in which Publisher receives
      Net
      Receipts from the Authorized Accounts. Commissions shall be considered as earned
      as of the date of payment of Net Receipts to Publisher by Representative's
      Authorized Account.

     

    8.
      Term

     

    The
      initial term (the "Initial Term") of this Agreement shall commence as of the
      date of this Agreement and continue for a term of one (1) year, unless sooner
      terminated in accordance with Section 9 below. Publisher may extend the term
      for
      an additional one (1) year period (the "Renewal Term") by giving Representative
      written notice thereof within thirty (30) days of the end of the Initial Term.
      The Initial Term and Renewal Term, if any, are hereinafter collectively referred
      to as the Term.


     

    9. Termination

     

    (a) During
      the Term, Publisher may terminate this Agreement or the exclusive nature of
      the
      appointment of Representative as set forth in Section 1, upon either (1)
      immediate written notice if Representative is in material breach of any
      representation, warranty, indemnification or any other provision of this
      Agreement; or, (2) ten (10) days written notice by Publisher, for any other
      reason at Publisher's sole discretion. During the Term, Representative may
      terminate this Agreement upon thirty (30) days prior written notice, if
      Publisher is in material breach of this Agreement, and fails to cure that breach
      within thirty (30) days after receipt of written notice thereof.

     

    (b) Upon
      expiration or termination of this Agreement, representative shall return to
      Publisher all technical, sales, advertising and promotional materials and
      packages, cartons, labels, containers and similar items pertaining to the
      Authorized Products and samples of the Authorized Products or, at Publisher's
      option, shall take such other action with respect to such items as requested
      by
      Publisher. Publisher shall also have the right to inspect and make copies of
      all
      or any portion of any documents regarding fulfillment of Representative's
      obligations assumed under this Agreement as per Section 6 of this Agreement.
      Adjustment and/or payment of all claims between Representative and Publisher
      shall occur no later than one (1) year after the effective date of expiration
      or
      termination of this Agreement, except that no commission shall be paid to
      Representative on account of orders shipped to any Authorized Account if (1)
      any
      proceedings have been threatened or commenced against such account under any
      bankruptcy, insolvency, or debtor's relief law (until such proceeding has been
      vacated or set aside) and (2) any payments received by Publisher from such
      Authorized Account might be required, in Publisher's sole judgment, to be paid
      over to a trustee or other person in connection with such proceeding.
      Representative shall repay any commissions received which are attributed to
      goods paid for if such payments are required to be refunded pursuant to a
      judgment or order issued from such proceeding.


    
      
        
        

      

      
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    (c)
      This
      Agreement and all privileges, rights and obligations herein shall terminate
      except that Representative's obligations under Section 6 and under Sections
      10,
      12, 13, 14, 16, 18, 19, 24 and 25 shall survive the termination or expiration
      of
      this Agreement.


     

    10. Proprietary
      Rights

     

    Ownership
      of all applicable copyrights, trade secrets, patents and other intellectual
      property rights in the Authorized Products shall remain vested in Publisher,
      or
      in Publisher's licensors. Representative shall not remove Publisher's copyright
      and/or trademark notices, restricted rights legends or any other notices from
      the Authorized Products. Representative shall fully cooperate with Publisher
      in
      any action relating to enforcement of Publisher's proprietary
      rights.

     

    11. No
      Representations


     

    Representative
      may not make any contracts or commitments on behalf of Publisher nor make any
      warranties or other representations regarding the Authorized Products other
      than
      those previously authorized by Publisher in writing.


     

    12. Representations
      & Warranties


     

    Representative
      represents, warrants and covenants that: (i) it has full power and authority
      to
      enter into this Agreement and to carry out its obligations hereunder; (ii)
      this
      Agreement has been duly authorized, executed and delivered by Representative
      and
      constitutes a legally enforceable agreement of Representative; (iii) this
      Agreement is not limited or restricted by, and is not in conflict with, any
      commercial arrangements, obligations, contract, agreement or other instrument
      to
      which Representative is either bound or subject; (iv) the performance of this
      Agreement by Representative shall not infringe any intellectual property rights
      of any person; and (v) Representative shall not violate any rules, regulations
      or laws in securing orders of the Authorized Products.


     

    Publisher
      represents and warrants that (i) it is a duly existing corporation under the
      laws of The State of Virginia; (ii) it has full power and authority to enter
      into this Agreement and to carry out its obligations hereunder; and (iii) to
      the
      best of Publisher's knowledge, the Authorized Products will not include any
      content matter or service that will infringe or misappropriate any rights of
      any
      third party.


     

    13. Indemnification

     

    Each
      party hereby agrees to defend, indemnify and hold, the other party, its
      shareholders, directors, officers, employees, parent companies, subsidiaries,
      and affiliates, harmless from and against any and all claims, liabilities,
      judgments, penalties, and taxes, civil and criminal, and all costs, expenses
      (including, without limitation, reasonable attorneys' fees) incurred in
      connection therewith, which any of them may incur or to which any of them may
      be
      subjected, arising out of or relating to a material breach of this Agreement
      or
      a breach of any representation and/or warranty of the other party.

     

    
      
        
        

      

      
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    14. Limitation

     

    ALL
      IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
      THE
      LIABILITY OF PUBLISHER, IF ANY, FOR DAMAGES RELATING TO ANY OF THE AUTHORIZED
      PRODUCTS WILL BE LIMITED TO AMOUNTS OWED PURSUANT TO PARAGRAPH 3 HEREOF AND
      WILL
      IN NO EVENT INCLUDE LOST PROFITS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
      ANY
      KIND EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES.

     

    15. Independent
      Contractors

     

    It
      is
      expressly agreed that Publisher and Representative are acting hereunder as
      independent contractors and under no circumstances shall any of the employees
      of
      one party be deemed the employees of the other for any purpose. This Agreement
      shall not be construed as authority for either party to act for the other party
      in any agency or other capacity, or to make commitments of any kind for the
      account of or on behalf of the other except to the extent and for the purposes
      provided for herein.

     

    16. Confidentiality


     

    During
      the Term of this Agreement and for a period of three (3) years from the
      expiration or earlier termination of this Agreement, Representative will regard
      and preserve as strictly confidential all information and material, including
      the terms and conditions of this Agreement, marketing information, manufacturing
      information, and customer or client information, provided by Publisher
      (hereinafter "Confidential Information"). Representative further acknowledges
      and agrees that, in the event of a breach or threatened breach of this Section
      16, Publisher shall have no adequate remedy in money or damages and,
      accordingly, shall be entitled to preliminary, permanent and other injunctive
      relief without having to post bond. Representative represents and warrants
      that
      all of its employees and/or contractors who will have access to any Confidential
      Information of Publisher have entered, or will enter, into a confidentiality
      agreement no less restrictive than the terms of this Section 16.

     

    17. Severability


     

    In
      the
      event any portion of this Agreement is declared void by any court or tribunal
      of
      competent jurisdiction then, in that event, that portion shall be deemed severed
      from this Agreement, and the remaining portions hereof shall remain in full
      force and effect.

     

    18. Assignment

     

    Representative
      may not assign this Agreement (including by operation of law) or any obligations
      herein (including, but not limited to, hiring of non-employees and/or
      sub-representatives) without the prior written consent of Publisher. Any
      purported assignment without such written consent shall be unenforceable and
      shall have no force or effect. The provisions of the Agreement shall be binding
      upon and shall inure to the benefit of the parties hereto, their heirs,
      administrators, successors and assigns.

     

    
      
        
        

      

      
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    19. Notices

     

    Ail
      notices and statements shall be in writing and shall, together with any
      payments, be delivered personally by hand delivery or by United States Postal
      Service, certified, return receipt requested, Federal Express or other
      internationally recognized receipted overnight or courier service, postage
      prepaid, or sent by a confirmed (confirmation report printed) facsimile
      transmission with follow up copy sent by the aforesaid means (failure to send
      follow up copy by other means shall be deemed failed delivery of notice), to
      the
      intended party at the address set forth at the beginning of this Agreement
      (unless notification of a change of address is given in writing). Notice shall
      be deemed delivered upon the date of personal delivery or facsimile transmission
      or the date of delivery as indicated by Federal Express or other internationally
      recognized receipted overnight or courier service, or the date indicated on
      the
      return receipt from the United States Postal Service.


     

    20. Complete
      Agreement


     

    This
      Agreement, together with the annexed Schedules constitutes the entire agreement
      between the parties with respect to the subject matter hereof and supersedes
      all
      previous proposals, both oral and written, negotiations, representations,
      commitments, writings and all other communications between the parties. This
      Agreement may not be modified except by a writing signed by a duly authorized
      representative of each of the parties.

     

    21. Force
      Majeure


     

    Publisher
      shall not be liable or deemed to be in default for any delay or failure in
      performance under this Agreement resulting directly or indirectly from acts
      of
      God, or any causes beyond the reasonable control of Publisher.


     

    22. No
      Waiver


     

    Failure
      by Publisher or Representative, in any one or more instances, to enforce any
      of
      its rights in connection with this Agreement, or to insist upon the strict
      performance of the terms of this Agreement or its Schedules, shall not be
      construed as a waiver or a relinquishment of any such rights for any other
      breach or enforcement thereof.

     

    23. Counterparts


     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument.

     

    24. Governing
      Law

     

    This
      Agreement and the Appendices shall be construed in accordance with the laws
      of
      the United States and the State of Virginia applicable to agreements executed
      and wholly performed therein. The parties hereto agree that any dispute arising
      out of or relating to this Agreement shall be instituted and prosecuted in
      the
      courts of competent jurisdiction of the State of Virginia located in Richmond,
      VA and the parties hereto irrevocably submit to the jurisdiction of said courts
      and waive any rights to object to or challenge the appropriateness of said
      forums. Representative hereby agrees to accept service of process pursuant
      to
      the notice provisions hereunder and waives any and all objections to venue,
      jurisdiction or service of process.

     

    25. Remedies

     

    Except
      as
      otherwise provided in this Agreement, all of Publisher's rights and remedies
      herein or otherwise shall be cumulative and none of them shall be in limitation
      of any other right or remedy in law and/or equity

     

    
      
        
        

      

      
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    26.
      No Offer

     

    This
      document shall not be deemed an offer and shall not be binding unless signed
      by
      a duty authorized representative or officer of Publisher and
      Representative.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

     

    
      
        	PUBLISHER	 	REPRESENTATIVE
	 	 	 	 	 
	
                By: 

              	/s/
                Gregory Phillips	 	
                By: 

              	/s/
                Gregory Phillips
	
                Duly
                  authorized for SouthPeak Interactive 

              	 	Duly
                authorized for Phillips Sales, Inc. 
	
                Print
                  Name:   Gregory
                  Phillips

              	 	Print Name: 
Greg
                Phillips
	
                Print
                  Title:     Secretary /
                  Treasurer

              	 	
                Print
                  Title:    Sec /
                  Tres

              


      

       

    

    
      
        
        

      

      
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    SCHEDULE
      A

    
AUTHORIZED
      PRODUCTS

     

    New
      video
      software products for:

     

    
      	
            	
              ·

            	
              Microsoft
                Windows PC

            


    

    
      	
            	
              ·

            	
              Microsoft
                Xbox

            


    

    
      	
            	
              ·

            	
              Nintendo
                Game Boy Advance

            


    

    
      	
            	
              ·

            	
              Nintendo
                GameCube

            


    

    
      	
            	
              ·

            	
              Sony
                PlayStation (PSOne)

            


    

    
      	
            	
              ·

            	
              Sony
                PlayStation 2

            


    

     

    Excludes
      sales of "used", "customer returns" or "defectives" to any
      accounts.

     

    
      
        
        

      

      
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    SCHEDULE
      B

    

      “AUTHORIZED
        TERRITORY”

       

    

    NA

     

    
      
        
        

      

      
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    SCHEDULE
      C

    

      “AUTHORIZED
        ACCOUNT(S)”

Blockbuster

    

     

    Circuit
      City

     

    CompUSA

     

    Gamestop
      Texas LP

     

    Ingram
      Entertainment

     

    US1

     

    VPD

     

    Wal-Mart

     

    
      
        
        

      

      
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