Exhibit
      10.1

    


    RESCISSION
      AGREEMENT

    


    


    This
      RESCISSION
      AGREEMENT
      (this
“Rescission
      Agreement”) dated
      as
      of the 13th
      day of
      December, 2005 is entered into by and between Berman Health and Media, Inc.,
      a
      Delaware corporation (f/k/a “Berman Center, LLC”) (the “Company”),
      Berman Center, Inc., a Delaware corporation and 100% corporate parent of the
      Company (“Parent”),
      and
      [NAME OF DIRECTOR], an individual (the “Director”).

     

    RECITALS

     

    


    WHEREAS,
      the
      Director is a member of the Company’s Board of Directors; 

     

    WHEREAS,
      in
      connection with the Director’s service on the Board of Directors of the Company,
      which, at the time of appointment, was known as Berman Center, LLC, the Director
      and the Company entered into that certain Restricted Units Agreement (the
“Agreement”)
      dated
      May 17, 2004 pursuant to which the Director received 30,000 Common Units
      (“Common
      Units”)
      in
      Berman Center, LLC;

     

    WHEREAS,
      5,000
      of the Common Units vested in 2004 (the “2004
      Common Units”)
      and
      the remaining 25,000 Common Units vested in 2005 (the “2005
      Common Units”);

     

    WHEREAS,
      the
      2004 Common Units were exchanged and converted into Twenty Six Thousand, One
      Hundred Eighty Six (26,186) shares of Common Stock of the Parent (the
“2004
      Shares”)
      and
      the 2005 Common Units were exchanged and converted into One Hundred Thirty
      Thousand, Nine Hundred Thirty Nine (130,929) shares of Common Stock of the
      Parent (the “2005
      Shares”)
      in
      connection with the reverse merger effected by, among other parties, the Parent
      and the Company on June 16, 2005 (the “Merger”);
      and


     

    WHEREAS,
      the
      Company and Director desire to rescind, cancel, and void the grant of the 2005
      Common Units and release each other from all obligations with respect thereto
      and that each party be returned to the position it would have been in had the
      2005 Common Units not been issued.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing, and other good and valuable consideration,
      the
      receipt and sufficiency of which is acknowledged, and intending to be legally
      bound hereby, the parties hereto agree as follows:

     

    1. Rescission
      of the 2005 Common Units.
      The
      transactions contemplated by the Agreement with respect to the grant of the
      2005
      Common Units, including, without limitation, all rights and obligations related
      thereto and to the 2005 Shares, are hereby fully rescinded ab
      initio.
      Upon
      execution of this Rescission Agreement, all rights and obligations of the
      Company and the Director under the Agreement with respect to the grant of the
      2005 Common Units, and all rights and obligations regarding the 2005 Common
      Units and the 2005 Shares shall be extinguished, canceled and voided, and each
      of the Company and Director shall be returned to the position each of them
      would
      have been in had the Agreement (as it pertains to the grant of the 2005 Common
      Units) not been executed.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Irrevocable
      Cancellation of the 2005 Shares.
      The
      Director’s 2005 Shares shall be irrevocably canceled by the Parent upon the
      execution of this Rescission Agreement, and no new 2005 Shares or any securities
      or other interests shall be granted to the Director in connection with this
      Rescission Agreement, and no obligation of the Company or the Parent to issue
      any securities or other interest to the Director shall be created in connection
      with or as a result of the execution of this Rescission Agreement. 

     

    3. Mutual
      General Release; Termination and Settlement

    


     

    (a) Upon
      the
      date hereof, other than the duties and obligations created by this Rescission
      Agreement, each of the parties to this Rescission Agreement fully and completely
      releases and discharges the other parties from any and all claims, causes of
      action, demands or liability of any and every character, known or unknown,
      contingent or matured, that a party may have had against any other party that
      relate to or arise from the subject matter of the Agreement as it relates to
      the
      grant of the 2005 Common Units, the 2005 Common Units and the 2005 Shares.
      Each
      party agrees not to initiate a lawsuit or bring a claim of any kind against
      the
      other party, in any court, or otherwise, relating to the these matters,
      including, but not limited to, any claim under any common law, whether in law
      or
      equity, or federal, state or local statute, ordinance or rule of law.


     

    (b) Section
      1542 of the California Civil Code provides as follows:

    


    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
      HIM
      MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

    


    As
      to the
      claims that are released by this Section 3, each of the parties waives all
      rights under this statute, and any similar statute, law or policy.

    


    4. Governing
      Law.
      This
      Rescission Agreement shall be governed by, and construed in accordance with,
      the
      laws of the State of Delaware in the United States of America. Each party,
      to
      the extent permitted by law, knowingly voluntarily and intentionally waives
      its
      right to trial by jury in any action or other legal proceeding arising out
      of or
      relating to this Rescission Agreement and the transactions contemplated
      hereby.

    


    5. Final
      Agreements.
      This
      Rescission Agreement is intended by the parities hereto to be the final,
      complete, and exclusive expression of the agreement between them. This
      Rescission Agreement supersedes any and all prior oral or written agreements
      relating to the subject matter hereof. No modification, rescission, waiver,
      release, or amendment of any provision of this Agreement shall be
      made.

    


    6. Counterparts.
      This
      Rescission Agreement may be entered into in any number of counterparts and
      by
      the parties to it on separate counterparts, each of which when executed and
      delivered shall be an original, but all the counterparts together shall
      constitute one and the same document. This Rescission Agreement may be validly
      exchanged and executed by fax.

    


    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
         

      

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

    


    
      
        	 	DIRECTOR 	 
	 
 	 
 	 
 	 
	 	By:  	/s/ 	 
	 	Name: 	[NAME OF DIRECTOR]	 
	 	
              	 


      

    

     

    
      
        
          	 	BERMAN
                  HEALTH AND MEDIA, INC.	 
	 
 	 
 	 
 	 
	 	By:  	/s/ Samuel
                  Chapman	 
	 	 	Samuel
                  Chapman
                  Chief
                    Executive Officer

                	 
	 	
                	 


        

      

    

    
      


      
        
          	 	BERMAN
                  CENTER, INC.	 
	 
 	 
 	 
 	 
	 	By:  	/s/ Samuel
                  Chapman	 
	 	 	Samuel
                  Chapman
                  Chief
                    Executive Officer

                	 
	 	
                	 


        

         

      

    

    
      
         

      

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