**EMPLOYMENT
AGREEMENT**

This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of
May 24, 2004 (the “Effective Date”) by and between Small World Kids, Inc., a
Nevada corporation (the “Company”) and Bob Rankin, an individual (“Executive”
and, together with the Company, the “Parties”).

**W
I T N E S S E T H**

WHEREAS,
the Company wishes to ensure that it will have the benefits of Executive’s
services on the terms and conditions hereinafter set forth; and

WHEREAS,
Executive desires to work for the Company on the terms and conditions
hereinafter set forth.

NOW,
THEREFORE, in consideration of the various covenants and agreements hereinafter
set forth, the Parties hereto agree as follows:

1.Employment,
Acceptance and Term. The
Company hereby employs Executive, and Executive hereby accepts employment with
the Company, on the terms and conditions set forth herein. Executive’s
employment with the Company will be “at will;” in other words, during any time,
the Company may terminate Executive’s employment at any time, with or without
reason and with or without notice, and Executive may resign at any time, with or
without reason and with or without notice. As used herein, Term shall mean the
period between the Effective Date and the effective date of termination of
employment as provided herein or two years from the Effective Date, whichever
occurs first. Upon written mutual acceptance at least 90 days prior to the
second anniversary and thereafter on each anniversary of the Effective Date, the
parties can renew this contract for one (1) year extensions.

2.Titles,
Responsibilities and Reporting. During
the Term, Executive shall serve as Chief Financial Officer of the Company.
Executive shall devote his full working time and energy, attention, skills and
ability to the business and affairs of the Company, and, on an exclusive basis,
shall faithfully and diligently endeavor to promote the business and best
interests of the Company, and shall make available to the Company all knowledge
possessed by him relating to any aspect of his duties and responsibilities
hereunder. Executive shall report solely to the Company’s Chief Executive
Officer. In the performance of Executive’s duties as Chief Financial Officer of
the Company, Executive shall have such authority and responsibilities as may
reasonably be assigned to him consistent with those typically delegated to the
Chief Financial Officer of a company, including, without limitation, any and all
services assigned to him in connection with or relating to the operation,
management or development of any other entity that is, as of the date of this
Agreement, or subsequently becomes, majority-owned and controlled, directly or
indirectly, by the Company.

3.Compensation

a.Salary. During
the Term, the Company shall pay Executive a base salary (the “Annual Base
Salary”) of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum,
payable at least semi-monthly, in accordance with the Company’s payroll
practices and subject to all legally required or customary withholdings. On each
and every anniversary of the Effective Date, Executive’s Annual Base Salary
shall be increased by the increase in the consumer price index for the Los
Angeles metropolitan statistical area over what it was during the preceding
one-year period.


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b.Bonuses.
Executive may receive an annual bonus, as determined and awarded by the Board
from time to time in its sole discretion.

c.Stock
Options.

(i)As of the
Effective Date, the Company granted to Executive the right (the “Option”) to
purchase all or part of 520,000 shares of the Common Stock of the Company.

(ii)The
exercise price of the Option shall be $.38 per share (the “Option Price”) which
is the mean of the high and low sales price per share of the common stock of the
Company on the date of the grant of the Option.

(iii)The
Option shall vest immediately on the Effective Date as to 130,000 shares; and,
as to the remaining 390,000 shares, the Option shall vest on a quarterly basis
in equal amounts of 48,750 shares each over the course of the remainder of the
Term.

(iv)Any and
all unvested portions of the Option shall immediately vest upon a Change of
Control. For purposes of this Agreement, the term “Change of Control” shall mean
a merger, acquisition or other corporate transaction where either (i)
substantially all of the Company’s assets or fifty percent (50%) or more of the
outstanding common stock of the Company is sold or acquired or (ii) upon the
consummation of any transaction involving over fifty percent (50%) of the assets
or outstanding stock of the Company, the Company’s existing Board as of the date
immediately preceding the consummation of the transaction no longer constitutes
a majority of the Board as of any date within the twelve (12) consecutive months
subsequent to consummation of the transaction. The Option may be exercised at
any time, and from time to time, in whole or in part until the termination
thereof. The Option shall be exercised by giving the Company written notice
directed to the Company, at the Company’s principal place of business specifying
the number of shares of Common Stock to be purchased and accompanied by payment
of the Option Price therefore.

(v)Notwithstanding
subparagraph 3c(iv) above, the Option shall not be exercisable, in any event,
after the expiration of ten (10) years from the date of the grant
hereof.

(vi)Notwithstanding
subparagraphs 3c(iv) and 3c(v) above, the Option and all rights of Executive to
purchase to the extent not theretofore exercised shall terminate upon the first
to occur of the following dates:

(A)If
Executive dies during the Term, Executive’s estate, or the person who acquires
the Option by will or the laws of descent and distribution or otherwise by
reason of the death of Executive may exercise the Option at any time during the
period of one (1) year following the date of Executive’s death, but in each case
only as to the number of shares Executive was entitled to purchase hereunder
upon exercise of the Option as of the date of death.


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(B)If
Executive is terminated for any reason or resigns, the Option may be exercised
by Executive at any time during the period of six (6) months following such
termination, but in each case only as to the number of shares Executive was
entitled to purchase hereunder upon exercise of the Option as of the date of
such termination.

(vii)The
purchase of shares of Common Stock as to which this Option is exercised shall be
paid in full at the time of exercise (A) in cash (including check, bank draft or
money order payable to the order of the Company), (B) by delivering to the
Company shares of Common Stock having a fair market value equal to the purchase
price, or (C) any combination of cash or Common Stock. No fraction of a share of
Common Stock shall be issued by the Company upon exercise of an option or
accepted by the Company in payment of the purchase price thereof; rather,
Executive shall provide a cash payment for such amount as is necessary to effect
the issuance and acceptance of only whole shares of Common Stock.

(viii)To the
extent that the exercise of the Option or the disposition of shares of Common
Stock acquired by exercise of the Option results in compensation income to
Executive for federal or state income tax purposes that is subject to
withholding, Executive shall deliver to the Company at the time of such exercise
or disposition such amount of money or shares of Common Stock as the Company may
require to meet its obligation under applicable tax laws or regulations, and, if
Executive fails to do so, the Company is authorized to withhold from any cash or
Common Stock remuneration then or thereafter payable to Executive any tax
required to be withheld by reason of such resulting compensation income. Upon an
exercise of the Option, the Company is further authorized in its discretion to
satisfy any such withholding requirement out of any cash or shares of Common
Stock distributable to Executive upon such exercise.

(ix)If all or
any portion of the Option shall be exercised subsequent to any share dividend,
split-up, recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization or liquidation occurring after the date
hereof, as a result of which shares of any class of the capital stock of the
Company shall be issued in respect of the then issued and outstanding Common
Stock, or Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes of the capital stock of the
Company, the person or persons so exercising the Option shall receive, for the
aggregate price paid upon such exercise, the aggregate number and class of
shares of the capital stock of the Company which, if Common Stock (as authorized
at the date hereof) had been purchased immediately prior to such event at the
price per share set forth herein, such person or persons would be holding at the
time of such exercise; provided; however, that no fractional share shall be
issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional shares not
issued.

(x)The
Option is not transferable by Executive, except in the event of his death as
provided in Subsection vi(A) above, and during his lifetime is exercisable only
by him. Executive shall have no rights as a stockholder of the Company with
respect to shares of Common Stock subject to the Option until payment for such
shares has been made in full.

(xi)The
Option is granted and shall be governed by the terms of the Company’s stock
option plan, if any, that may be in effect from time to time; provided, however,
that to the extent of any conflict between this Agreement, on the one hand, and
the Company’s stock option plan, on the other hand, this Agreement shall
control.


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4.Benefits

a.Staff. During
the Term, the Company shall, at its sole cost and expense, provide Executive
with such secretarial and other administrative support as he may reasonably
require in connection with the performance of his duties as Chief Financial
Officer of the Company.

b.Expenses. During
the Term, the Company shall promptly reimburse Executive for all out-of-pocket
expenses actually incurred by him in connection with the performance of his
duties hereunder, subject to Executive’s furnishing the Company with evidence in
the form of receipts satisfactory to the Company substantiating the claimed
expenditures (such expenses being commensurate with the Board, office and
executive positions of Executive hereunder). Executive’s right to be reimbursed
for expenses incurred prior to the termination of this Agreement shall survive
termination of this Agreement.

c.Fringe
Benefits. During
the Term, the Company shall, at its sole cost and expense, provide Executive
with all benefits and perquisites under any and all formal or informal benefit
plans, understandings, arrangements or programs, including cash bonus and
incentive plans, pension and profit sharing plans, group insurance,
hospitalization, medical, dental, health and accident and disability plans,
supplemental health care plans and plans providing for life insurance coverage
(inclusive of insurance related to accidental death or dismemberment), and
medical reimbursement plans which are available, and which shall not be less
than those currently provided, to the Company’s senior executive officers
(collectively referred to herein as the “Fringe Benefits”).

d.Vacation.
Executive shall be entitled three (3) weeks for the first calendar year with an
additional one (1) week being added for each additional year of employment with
a cap of five (5) weeks. Executive also shall be entitled to all paid holidays
given to the Company’s senior executive officers.

e.Phone
etc.The
Company shall, at its cost, furnish Executive with a cellular phone, a PDA and
home office Internet and shall reimburse Executive for all charges incurred by
him in connection with the use thereof related to the performance of his duties
hereunder.


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5.Withholding
and other Deductions. All
compensation and benefits****payable
to Executive hereunder shall be subject to such deductions as the Company is
from time to time required to make pursuant to law, governmental regulation or
order.

6.Certain
Covenants of Executive.

a.Confidential
Information.
Executive shall not during the Term, or at any time thereafter, (i) except
during the Term for the benefit of the Company, disclose to any person not
employed by the Company or to any person, firm or corporation not engaged to
render services to the Company, or (ii) use for the benefit of Executive, or
other, any confidential information of the Company obtained by Executive prior
to the date hereof, during the Term or at any time thereafter, including
“know-how,” trade secrets, details of supplier, manufacturer or distributor
contracts, pricing policies, financial data, operational methods, marketing and
sales information or strategies, product development techniques or plans or any
strategies relating thereto, technical processes, designs and design projects,
and other proprietary information of the Company; provided, however, that this
Paragraph 6a shall not preclude Executive from (i) upon advice of counsel, and
after reasonable notice to the Company, making any disclosure required by any
applicable law, or (ii) using or disclosing information known generally to the
public (other than information known generally to the public as a result of any
violation of this Paragraph 6a by or on behalf of Executive).

b.Property
of the Company. Any
interest in trademarks, service-marks, copyrights, copyright applications,
patents, patent applications, slogans, developments and processes which
Executive, during the Term, may develop relating to the business of the Company
in which the Company may then be engaged and any memoranda, notes, lists,
records and other documents (and all copies thereof) made or compiled by
Executive or made available to Executive concerning the business of the Company
shall belong to and remain in the possession of the Company, and shall be
delivered to the Company promptly upon the termination of Executive’s services
with the Company or at any other time upon request and reasonable
notice.

c.Non-Interference. During
the Term and for a period of one (1) year thereafter, Executive will not induce
any person who is an employee of the Company to terminate his or her
relationship with the Company.

d.Non-Competition. Without
the prior written consent of the Company, Executive shall not be employed by or
provide consulting services to any direct competitor of the Company during the
Term.

7.Other
Provisions.

a.Rights
and Remedies Upon Breach. If
Executive breaches, or threatens to commit a breach of, any of the provisions of
Paragraph 6 of this Agreement (the “Restrictive Covenants”), the Company shall
have the following rights and remedies, each of which rights and remedies shall
be independent of the other and severally enforceable, and all of which rights
and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company at law or in equity.


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b.Severability
of Covenants. If any
court determines that any of the Restrictive Covenants, or any part thereof, is
invalid or unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full effect, without regard to the
invalid portions.

c.Blue-Penciling. If any
court construes any of the Restrictive Covenants, or any part thereof, to be
unenforceable because of the duration or geographic scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision and, in its reduced form, such provision shall then be enforceable.

d.Enforceability
in Jurisdictions. The
Parties intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
such Restrictive Covenants. If the courts of any one or more of such
jurisdictions hold the Restrictive Covenants unenforceable by reason of the
breadth of such scope or otherwise, it is the intention of the Parties that such
determination not bar or in any way affect the Company’s right to the relief
provided in this Paragraph 7 in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction being, for this purpose, severable
into diverse and independent covenants.

e.Injunctive
Relief.
Executive acknowledges and understands that the remedy at law for any breach by
Executive of the provisions of Paragraph 6 of this Agreement may be inadequate
and that damages resulting from such breach may not be susceptible to being
measured in monetary terms. Accordingly, it is acknowledged that upon
Executive’s breach of any provision of Paragraph 6 of this Agreement, the
Company shall be entitled to seek to obtain from any court of competent
jurisdiction injunctive relief from the continuation of such breach. Nothing
contained herein shall be deemed to limit the Company’s remedies at law or in
equity for any breach of the provisions of Paragraph 6 of this Agreement that
may be available to the Company.

8.Termination.

a.Termination
for Cause. As used
in this Agreement, the term “Cause” means only any of the
following:

(i)Executive’s
theft or embezzlement of the Company’s money, equipment or securities; provided,
however, that good faith disagreements concerning Executive’s business expenses
shall not constitute or be deemed to be theft or embezzlement;

(ii)Executive’s
conviction of a felony (other than a traffic violation) which results in a
material injury to the Company;

(iii)Executive’s
willful act of disloyalty that is intended to and results in material injury to
the Company;

(iv)Executive’s
chronic alcoholism or addiction to non-medically prescribed drugs (provided that
such alcoholism or addiction occurs during the Term);


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(v)A
material breach by Executive of his confidentiality, no interference or
non-competition covenants contained in Paragraph 6 of this Agreement that
results in material injury to the Company; or

For
purposes of this Agreement, no act on the part of Executive shall be considered
“willful” unless it is done by Executive in bad faith or without reasonable
belief that Executive’s action was in the best interests of the Company. Any act
or omission of Executive based upon authority given pursuant to the Articles of
Incorporation of the Company or Bylaws of the Company or a resolution duly
adopted by the Company’s Board or based upon the advice of counsel for the
Company shall be conclusively deemed to be done by Executive in good faith and
in the best interests of the Company and shall not constitute
Cause.

If
Executive’s services are terminated as set forth in this Paragraph 8c,
Executive’s services shall cease as of such effective date of termination and
all compensation shall cease as of such effective date; provided, however, that
the Company shall pay Executive (i) the Annual Salary then in effect up to the
date of such termination; (ii) any earned, but unpaid, bonus(es) up to the date
of such termination; and (iii) all payments for unused vacation or other
time-off benefits, if any, and Fringe Benefits earned through the date of such
termination. The Company also shall pay Executive any unpaid reimbursable
business expenses incurred by Executive up to the date of such termination. In
addition, all unvested portion(s) of the Option granted to Executive by the
Company pursuant to Paragraph 3(c) of this Agreement shall not vest or become
exercisable and, upon the effective date of such termination, such portion of
the Option shall expire and be null and void.

b.Termination
with Good Reason or Without Cause. If,
during the Term, (i) Executive resigns as Chief Financial Officer of the Company
for Good Reason (as defined below); or (ii) Executive’s services are terminated
without Cause (as defined above); then immediately upon such event:

(i)The
Company shall (except as set forth below) (A) continue to pay Executive the
Annual Base Salary then in effect for the next six month period; (B) pay
Executive any earned, but unpaid, bonus for the prior year of the Term; (C) pay
Executive for any unused vacation or other time-off benefits; and (D) pay
Executive for unpaid reimbursable business expenses incurred through the last
day of Executive’s services.

(ii)For such
six month period, the Company shall continue benefits, at its expense, to
Executive at least equal to those which would have been provided to him in
accordance with this Agreement and the plans, programs, practices and policies
of the Company if his services had not ended or, if more favorable to Executive,
as in effect generally at any time thereafter with respect to other executives
of the Company and their families.

(iii)All
unvested portion(s) of the Option granted to Executive by the Company pursuant
to Paragraph 3(c) of this Agreement shall not vest or become exercisable, and
upon the effective date of termination such portion of the Option shall expire
and be null and void.


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(iv)At
Executive’s option, and taking into account the Company’s needs as a public
company, an agreed upon statement will be issued to Executives and an agreed
upon press release will be issued to the media concerning the departure of
Executive.

For
purposes of this Agreement, “Good Reason” only shall mean (i) withdrawal by the
Company from Executive of any substantial part of his duties then being
performed or responsibility or authority then being carried by his or a material
change in Executive’s reporting lines; (ii) assignment by the Company to
Executive of substantial additional duties or responsibilities which are
inconsistent with the duties or responsibilities then being carried by
Executive; (iii) material reduction in the level of Executive’s responsibility,
authority, autonomy, title, compensation, perquisites, or benefits; (iv) failure
to keep Executive in office as Chief Financial Officer of the Company; (v)
material fraud on the part of the Company; or (vi) discontinuance of the active
operations of the business of the Company, or insolvency of the Company, or the
filing by or against the Company of a petition in bankruptcy or for
reorganization or restructuring pursuant to applicable insolvency or bankruptcy
law.

9.Cooperation
After Termination.
Following termination of this Agreement, regardless of the reason for such
termination, Executive shall reasonably cooperate with the Company in the
prosecution of any claims, controversies, suits, arbitrations or proceedings
involving events occurring prior to the termination of this Agreement. Executive
acknowledges that she may be required to give testimony at trial or deposition
or give declarations. If Executive shall be required to spend a material amount
of time, the Company shall compensate Executive at a per diem rate equal to the
per diem amount of the Annual Base Salary in effect at the time of the
termination; provided, however, that if during the period or periods of time
that Executive is called upon to cooperate with the Company and the Company is
paying Executive, then the Company need not pay Executive a per diem rate during
any such period. The Company shall use its best efforts to provide Executive
with reasonable prior notice of any actions required of him and to reasonably
accommodate his schedule.

10.Indemnification. The
Company will indemnify, defend, and hold Executive harmless from and against any
and all demands, actions, claims, suits, liabilities, losses, damages, fees
(including reasonable attorneys’ fees) and expenses relating to any acts or
omissions to act in the course or scope of his duties or services she performs
on behalf of the Company and/or while serving as an officer and/or director of
the Company, and provide him with indemnification and officers and directors
liability insurance at least to the same extent that it provides such
indemnification and insurance to any of the other officers and directors of the
Company. Executive shall have the option to select his own counsel or be
represented by counsel for the Company. The Company shall pay for or reimburse
Executive for any fees and expenses covered by this Paragraph 10 as and when
incurred. The provisions herein shall survive the termination of Executive’s
employment by the Company for any reason.

11.Representations
and Warranties of Executive.Executive
represents and warrants to the Company that (a) Executive is under no
contractual or other restriction or obligation which is inconsistent with the
execution of this Agreement, the performance of his duties hereunder, or the
other rights of the Company hereunder and (b) Executive is under no
physical or mental disability that would hinder the performance of his duties
under this Agreement.

12.Assignability.The
rights of the Company under this Agreement may, without the consent of
Executive, be assigned by the Company, in its sole and unfettered discretion, to
any person, firm, corporation or other business entity which at any time,
whether by purchase, merger or otherwise, directly or indirectly, acquires all
or substantially all of the assets or business of the Company.


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13.Binding
Effect. Except
as otherwise provided herein, this Agreement shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns, and upon Executive
and his executors, administrators, heirs and legal representatives.

14.Arbitration. Except
as otherwise provided in Paragraph 7 of this Agreement with regard to the
Restrictive Covenants, any dispute, controversy or claim arising out of or
relating to this Agreement shall be settled by binding and final arbitration in
the County of Los Angeles, State of California, under the commercial arbitration
rules of the American Arbitration Association then existing. In no event shall a
demand for arbitration be made after the date when the applicable statute of
limitations would bar the institution of a legal or equitable proceeding based
upon such claim, dispute or other matter in question. The decision of the
arbitrators shall be final and judgment on the arbitration award may be entered
in any court having jurisdiction of the subject matter over the
controversy.

15.Attorneys’
Fees. Except
as otherwise provided herein, in the event of arbitration with respect to the
subject matter of this Agreement, the prevailing party shall be entitled to all
of its costs and expenses, including the reasonable attorneys’ fees and costs,
incurred in resolving or settling the dispute. These costs and expenses shall be
in addition to any other damages to which the prevailing party may be entitled.
Without limiting any other right or remedy of Executive, in the event that the
Company fails to make any payment due to Executive under this Agreement and such
failure continues for five (5) days after written notice thereof to the Company
from Executive, then the Company also shall pay Executive interest on the unpaid
amounts at the rate of two percent (2%) per month, compounded, until all unpaid
amounts, and all reasonable attorneys’ fees and costs associated with collecting
such unpaid amounts, are paid in full.

16.Governing
Law. This
Agreement shall be construed in accordance with and governed by the laws of the
State of California applicable to contracts executed in and to be performed
solely within the State of California.

17.Notices. Any
notice required or permitted to be given hereunder shall be given in writing and
may be given by telex, telegram, facsimile transmission or similar method if
confirmed by mail as herein provided and addressed as follows:

If
      to the Company:
    Small
      World Kids, Inc.
      5711
      Buckingham Parkway
      Culver
      City, California 90230
      Attn:
      President
      Telephone:
      (310) 645-9680
      Fax:
      (310) 645-7903With
      a copy to:
    Loeb
      & Loeb LLP
      10100
      Santa Monica Boulevard
      Suite
      2200
      Los
      Angeles, CA 90067
      Attention:
      David L. Ficksman, Esq.
      Telephone:
      (310) 282-2000
      Fax:
      (310) 282-2200If
      to Executive:
    Robert
      Rankin
      17
      Country Meadow Rd
      Rolling
      Hills Estates, CA 90274
      Telephone:
      (310) 371-8971
      Fax:
      (310) 377-0551



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if sent
postage prepaid by registered mail, return receipt requested; or by hand
delivery to any party at the address of the party first above set forth. If
notice, direction or instruction is given by telex, telegram or facsimile
transmission or similar method or by hand delivery, it shall be deemed to have
been given or made on the day on which it was given, and if mailed, shall be
deemed to have been given or made on the third business day following the day
after which it was mailed. Any party may, from time to time, by like notice give
notice of any change of address and in such event, the address of such party
shall be deemed to be changed accordingly.

18.Entire
Agreement. This
Agreement (inclusive of the plans and agreements referenced to herein)
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes any and all prior or contemporaneous oral and prior
written agreements and understandings. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof or in effect among the
Parties. No custom or trade usage, nor course of conduct among the Parties,
shall be relied upon to vary the terms hereof. This Agreement may not be
amended, and no provision hereof shall be waived, except by a writing signed by
all of the Parties to this Agreement which states that it is intended to amend
or waive a provision of this Agreement. Any waiver of any rights or failure to
act in a specific instance shall relate only to such instance and shall not be
construed as an agreement to waiver any rights or fail to act in any other
instance, whether or not similar.

19.Severability. Should
any provision of this Agreement be unenforceable or prohibited by any applicable
law, this Agreement shall be considered divisible as to such provision which
shall be inoperative, and the remainder of this Agreement shall be valid and
binding as though such provision were not included herein and shall be construed
in such a manner to maximize its validity and enforceability.

20.Survivability. The
provisions of this Agreement which by their terms call for performance
subsequent to termination of the Term shall so survive any such
termination.

21.Counterparts. This
Agreement may be executed in two counterparts, and by different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.

22.Titles
and Captions. All
paragraph titles or captions in this Agreement are for convenience only and in
no way define, limit, extend or describe the scope or intent of any provision
hereof.



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IN
WITNESS WHEREOF, each of the Parties hereto has duly executed this Agreement as
of the date and year first above written.
  Small
      World Kids,  Inc.,
      A Nevada corporationBy:Name:
      Title:
 
 ****Robert
      Rankin, an individual