EXHIBIT
      10.1

     

    


     

    SERVICES
      AGREEMENT

     

    This
      Services Agreement (this “Agreement”)
      is
      made as of April 1, 2007 by and between SMI Products, Inc., a Delaware
      corporation (the “Company”)
      and
      Fountainhead Capital Partners Limited, an entity registered in Jersey
      (“FHCP”)
      (each
      a “Party”
and
      collectively referred to hereafter as the “Parties”).

     

    WITNESSETH:

    


    WHEREAS,
      the Company is a shell corporation with limited resources to pursue its business
      plan and maintain its status as a publicly-reporting company. 

     

    WHEREAS,
      FHCP has substantial experience in corporate governance and management and
      has
      substantial expertise and contacts which are of value to the Company in the
      identification of prospective business opportunities for the Company and sources
      of financing;

     

    WHEREAS,
      the business plan of the Company is the identification of a suitable target
      for
      a potential merger or acquisition transaction commonly known as a “reverse
      merger” or “alternative public offering” transaction;

     

    WHEREAS,
      to facilitate pursuing the Company’s operation and pursuit of the goals stated
      in its business plan, the Company desires to engage FHCP to provide the services
      specified in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the Parties, intending to be legally
      bound, hereby agree in good faith as follows:

     

    1.    Services.
      The
      services which FHCP shall provide under this Agreement, shall include the
      following:

     

    (a) FHCP
      will
      familiarize itself to the extent it deems appropriate with the business,
      operations, financial condition and prospects of the Company;

     

    (b) At
      the
      request of the Company’s management, FHCP will provide strategic advisory
      services relative to the achievement of the Company’s business
      plan;

     

    (c) FHCP
      will
      undertake to identify potential merger and acquisition targets for the Company
      and assist in the analysis of proposed transactions;

     

    (d) FHCP
      will
      assist the Company in identifying potential investment bankers, placement agents
      and broker-dealers who are qualified to act on behalf of the Company to achieve
      its strategic goals.

     

    
      
         

      

      
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    (e) FHCP
      will
      assist in the identification of potential investors which might have an interest
      in evaluating participation in financing transactions with the
      Company;

     

    (f) FHCP
      will
      assist the Company in the negotiation of merger, acquisition and corporate
      finance transactions;

     

    (g) At
      the
      request of the Company’s management, FHCP will provide advisory services related
      to corporate governance and matters related to the maintenance of the Company’s
      status as a publicly-reporting company; and

     

    (h) At
      the
      request of the Company’s management, FHCP will assist the Company in satisfying
      various corporate compliance matters.

     

    FHCP
      is
      not a licensed broker-dealer. Under no circumstances will FHCP engage in any
      activities which would require licensure as a broker-dealer or
      otherwise.

     

    2.    Term
      and Termination.
      The
      term of this engagement shall be for a period of twelve (12) months commencing
      with the date of this Agreement and may be extended upon the mutual written
      agreement of the Parties. 

     

    3.    Consideration.
      In
      consideration for FHCP providing the services set forth in Section 1 above,
      the
      Company will pay to FHCP a quarterly fee of $10,000.00, payable in cash or,
      at
      the option of FHCP, in kind, on the first day of each calendar quarter
      commencing April 1, 2007. 

     

    4.    Notices.
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly delivered four business days after it is sent by registered
      or certified mail, return receipt requested, postage prepaid, or one business
      day after it is sent for next business day delivery via a reputable overnight
      courier service, in each case to the intended recipient as set forth
      below:

     

    
      	
              If
                to the Company:

               

              SMI
                Products, Inc.

              122
                Ocean Park Boulevard

              Suite
                307

              Santa
                Monica, California 90405

               

              Attention:
                Geoffrey Alison

            	
              Copy
                to:

               

              Law
                Offices of Robert Diener

              122
                Ocean Park Boulevard

              Suite
                307

              Santa
                Monica, California 90405

               

              Attention:
                Robert Diener

            
	
              If
                to the FHCP:

               

              Fountainhead
                Capital Partners Limited

              Portman
                House

              Hue
                Street, St. Helier

              Jersey
                JE4 5RP

               

              Attention:
                Richard Breeze

            	 


    

     

    
      
         

      

      
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    Any
      Party
      may give any notice, request, demand, claim or other communication hereunder
      using any other means (including personal delivery, expedited courier, messenger
      service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
      request, demand, claim or other communication shall be deemed to have been
      duly
      given unless and until it actually is received by the party for whom it is
      intended. Any party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving the
      other party notice in the manner herein set forth.

     

    5.    Miscellaneous.

     

    (a) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Parties and supersedes
      any
      prior understandings, agreements or representations by or among the Parties,
      written or oral, with respect to the subject matter hereof.

     

    (b) Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of its rights, interests or obligations
      hereunder without the prior written approval of the other party.

     

    (c) Counterparts
      and Facsimile Signature.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. This Agreement may be executed by facsimile signature.

     

    (d) Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (e) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of laws of any jurisdictions
      other than those of the State of New York.
      The
      Parties hereby consent to the exclusive jurisdiction of the courts of the State
      of New York located in Brooklyn County and the United States District Court
      for
      the Southern District of New York for all disputes arising under this
      Agreement.

     

    (f) Amendments
      and Waivers.
      The
      Parties may mutually amend any provision of this Agreement at any time during
      the term of this Agreement prior to the termination of this Agreement. No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Parties. No waiver of any right or remedy
      hereunder shall be valid unless the same shall be in writing and signed by
      the
      party giving such waiver. No waiver by any party with respect to any default,
      misrepresentation or breach of warranty or covenant hereunder shall be deemed
      to
      extend to any prior or subsequent default, misrepresentation or breach of
      warranty or covenant hereunder or affect in any way any rights arising by virtue
      of any prior or subsequent such occurrence.

     

    
      
         

      

      
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    (g) Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      Parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.

     

    (h) Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      Parties to express their mutual intent, and no rule of strict construction
      shall
      be applied against any party. Any
      reference to any federal, state, local or foreign statute or law shall be deemed
      also to refer to all rules and regulations promulgated thereunder, unless the
      context requires otherwise.

     

    (i) Remedies. FHCP
      shall be entitled to enforce its rights under this Agreement specifically to
      recover damages by reason of any breach of any provision or term of this
      Agreement and to exercise all other rights existing in its favor. In the event
      of any dispute under this Agreement, the prevailing party shall be entitled
      to
      recover its costs incurred in connection with the resolution thereof, including
      reasonable attorneys fees. 

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
      instrument under seal as of the date first written above. 

    


    


    SMI
      Products, Inc.

     

    By:
      /s/ Geoffrey
      Alison                            


    Name:
      Geoffrey Alison

    Title: President


    
      
         

      

      
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    Fountainhead
      Capital Partners Limited

     

    By:
      /s/ Gisele Le
      Miere                                 


    Name: Gisele
      Le
      Miere

    Title:
      Director

     

     

    By:
      /s/ Carole
      Dodge                                   

    Name: 
      Carole
      Dodge

    Title:
      Director

     

    
      
         

      

      
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