**Exhibit 10.7**
|   | Date | 11/1/04 |
|--------|------|---------|

 
|   |   I/O Invoice |    111704AN |
|--------|-------------------------|----------------------------|

 

 
| **OptInRealBig.com,  LLC.**             |   | **Company:**          |   | Amerikal  Nutraceutical |
|-----------------------------------------|--------|-----------------------|--------|-------------------------|
| **1333 W.  120th Ave, Suite 101**       |   | **Address  1:**       |   | 17751 Mitchell Avenue   |
| **Westminster, CO 80234**               |   | **Address  2:**       |   |                    |
| **Voice: 303.464.8164**                 |   | **City,  State Zip:** |   | Irvine, CA 92162        |
| **Fax:    303.464.8218** |   | **Attention:**        |   | James Sierra            |
| **eMail: info@optinrealbig.com**        |   | **Direct  Phone:**    |   | 720 338 6428            |

 
| **Terms** | ** ** | **Broadcast  Date** | ** ** | **Type**    | ** ** | **Tax ID#** | ** ** | **Purchase  Order** | ** ** |
|-----------|------------|---------------------|------------|-------------|------------|-------------|------------|---------------------|------------|
| Prepaid   |       | 12/8/04-Revised     |       | CPA  Empire |       |        |       |                |       |

 
| **Quantity** | ** ** | **Categories**                                                                                                                                                                                                                 | ** ** | **Unit Price** | ** ** | **Total** | ** ** |
|--------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|------------|-----------|------------|
|         |       | Deposit  for LifeDerma Campaign                                                                                                                                                                                                |       | $              | 7,500      |      | $          | 7,500 |   |
|         |       | Set-up  fee                                                                                                                                                                                                                    |       | $              | 500        |      | $          | 500 |   |
|         |       | CPA: $32/Trial. Optin will  not receive revenue on recurring sales of LifeDerma Product.                                                                                                                                       |       |           |       |      |       |
|         |       | Deposit to remain on the  books until final billing and at that point will be refunded. This is a non-esxclusive  agreement.                                                                                                   |       |           |       |      |       |
|         |       |                                                                                                                                                                                                                           |       |           |       |      |       |
|         |       | Advertiser may terminate  this Agreement with thirty-day Written notice by certified mail, return  receipt requested and Advertiser shall remain liable for any Amount due for  leads generated by Optin and their affiliates. |       |           |       |      |       |
|         |       |                                                                                                                                                                                                                           |       |           |       |      |       |
|         |       |                                                                                                                                                                                                                           |       | Total          |       | $         | 8,000      |   |

 

Wireto OptinRealBig.com LLC

KeyBank - 7878 W. 80th Place, Arvada, CO 80005

Phone303-420-6363

Account#760060004172 Routing# 307070267

 

Paymentby wiretransfer                      Paymentby “check by Fax”              orMailing check 1

 
| **Payment  Method:**            |   | o Check | o Credit Card                                                  |                                                                   |
|---------------------------------|--------|---------|----------------------------------------------------------------|------------------------------------------------------------------------|
| ** **                      |   |    |                                                           | CPA  Empire advertising client has read and agreed to the Terms   |
| **Card  Number:**               |   |    | and  Conditions that have been sent with this I/O, and will be |
| ** **                      |   |    |                                                           | posted on the CPA Empire site going forward for any updates.           |
| **Expiration  Date:**           |   |    |                                                           |
| ** **                      |   |    |                                                           | Authorized Signature:                                                  | /s/ Herrie Tantono |   |
| **Billing  Address:**           |   |    |                                                           |
| ** **                      |   |    |                                                           | Authorized  Name:                                                      | Herrie Tantono |   |
| **Billing  Zip Code:**          |   |    | (Please type or Print)                                         |
| ** **                      |   |    |                                                           |                                                                   |
| **Print  cardholdersname here** |   |    | Title:                                                         | President                                                              |   |
| ** **                      |   |    |                                                           |
| **Signature:**                  |   |    | Date:                                                          | 12/17/04                                                               |   |
|                                 |        |         |                                                                |                                                                        |  |  |  |  |  |  |

 

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Standard Terms and Conditions for Advertising

 

These terms and conditions(“Standard Terms”) shall be deemed incorporated by reference into any insertionorder (the “Insertion Order”) submitted by the Advertiser or its agency setforth in the Insertion Order (collectively, “Advertiser”) and shall govern theInsertion Order, superseding all terms therein except for those relating toadvertisement scheduling and pricing. All Insertion Orders are subject toacceptance by OptinRealBig.com, LLC (“Optin”), Rates and the Standard Terms aresubject to change without notice. Optin reserves the right to refuse or cancelany Insertion Order, without cause, at any time.  The Standard Terms and Insertion Order shallbe collectively known as the “Agreement.” Advertiser and its agency (if applicable)shall be jointly and severally responsible under this Agreement.

 

1.                                       Term of**Agreement. The term of thisAgreement commences on the Acceptance Date set forth in the Insertion Order andterminates on the End Date set forth in the Insertion

 

2.                                       Terms of Payment. The Insertion Order must bepaid in advance of the advertisement Start Date set forth in the InsertionOrder. Payment as set forth in the Insertion Order shall be made to OptinRealBig.com,llc (“Optin”) Amounts paid aftersuch date shall bear interest at the rate of one-and-one-half percent per month(or**the highest rate permitted bylaw, if less) until paid in full. In the event of any failure by Advertiser tomakepayment. Advertiser will beresponsible for all reasonable expenses (including attorneys’ fees) incurred byOptin in collecting such amounts. All payments due hereunder an in U.S. dollarsand are exclusive of any applicable taxes. Advertiser shall be responsible forall applicable taxes. Advertiser authorizes Optin to debit (charge)Advertiser’s credit card if the Insertion Order is for recurring orders.  Optin reserves the right to require a depositin its sole discretion. Said deposit shall be immediately made to Optin, and inthe event said deposit is**not received. Optin may terminate thiscontact.

 

3.                                       Renewal. Except as**expresslyset forth in the Insertion Order, any renewal of the Insertion Order andacceptance of any additional advertising order shall be at Optin’s solediscretion. Pricing for any renewal period is subject to change by Optin fromtime 

totime.

 

4.                                       No Assignment. Advertiser may not resell,assign or transfer any of its rights hereunder. Any attempt by Advertiser to resell,assign or transfer such rights shall result in immediate termination of thisAgreement, without liability to Optin.

 

5.                                       Provision of Advertising Materials andCompliance with Can-Spam Act of 2003. (a) Advertiser will provideall material for the advertisement in accordance with Optin’s policies ineffect from time to time, including without limitation the manner oftransmission to Optin and the lead-time prior to publication of the advertisement.  All changes to advertisement must be made inwriting to admin@Optin.com and prior to the lead-time deadline.  Advertiser hereby grants to Optin anon-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute the advertisementand all contents therein in accordance herewith. (b) If Advertiser uses third partiesto provide the advertisement hereunder (“Third Parties”), Advertiser shall be responsiblefor such Third Parties complying with the terms of this Agreement. Advertiseragrees to abide by the AUP as modified from time to time. Any violation of theAUP may result in the suspension or termination of your account or such otheraction as Option deems appropriate. The AUP is located at www.optinbig.com. (c)Advertiser agrees to be in compliance with the Can-Spam Act of 2003.

 

6.                                       Right to Reject Advertisement. All contents ofadvertisements (including those served by Third Parties) are subject to Optin’sapproval. Option reserves the right to reject or cancel any advertisement,Insertion Order, or URL Link, at any time, for any reason whatsoever (includingbelief by Optin that any placement thereof may subject Optin to criminal orcivil liability).

 

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7.                                       No Warranty. OPTIN MAKES NO WARRANTY, EXPRESSOR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATIONADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES ORCONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULARPURPOSE.

 

8.                                       Limitations of Liability. In the event thatOptin fails to deploy the advertisement in accordance with the scheduleprovided in the Insertion Order, or in the event that Optin fails to deliverthe number of emails specified in the Insertion Order (if any) by the End Datespecified in the Insertion Order, or in the event of any other failure, technicalor otherwise of such advertisement to appear as provided in the InsertionOrder, the sole liability of Optin and exclusive remedy of Advertiser shall belimited to, at Optin’s sole discretion, deployment of the advertisement at alater time, or extension of the End Date specified in the Insertion Order untilthe total emails are delivered. In no event shall Optin be liable for any actor**omission, or any eventdirectly or indirectly resulting from any act or omission, of Third Parties,including, but not limited to Affiliates (ifany). IN NO EVENT SHALL OPTIN BE LIABLE UNDER THIS AGREEMENT FOR ANYCONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASEDIN CONTRACT, TORT OR OTHERWISE, EVEN IF OPTIN HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANYLIMITED REMEDY, OPTIN’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIMIS LIMITED TO THE AMOUNT RECEIVED BY OPTIN FROM THE ADVERTISER FROM WHICH THECLAIM ARISES. Advertiser acknowledges that Optin has entered into thisAgreement in reliance upon the limitations of liability set forth herein andthat the same is an essential basis of the bargain between the parties.

 

9.                                       Advertiser’s Representations;Indemnification. Advertiser represents and warrants to Optin, and Third Parties(if any), that Advertiser holds all necessary rights to permit the use of theadvertisement by Optin for the purpose of this Agreement; and that the use, reproduction, distribution,transmission or display of advertisement, any data regarding users, and anymaterial to which users can link, or any products or services made available tousers, through the advertisement will not (a) violate any criminal lawsor any rights of any thirdparties or (b) contain any material that is unlawful or otherwise objectionable, including without limitationany material that encourages conduct that would constitute a criminal offense,give rise to civil liability, or otherwise violate any applicable law.Advertiser agrees to indemnify, defend and hold Optin and Third Parties (ifany) harmless from and against any and all liability, loss, damages, claims orcauses of action, including reasonable legal fees and expenses, arising out ofor related to (i) breach of any of the foregoing representations andwarranties, or (ii) any third party claim arising from use of or access to theadvertisement under this Agreement or any material to which users can link, orany products or services made available to users, through the advertisementunder this Agreement, or (iii) arising from or out of this Agreement.

 

10.                                 Cancellations. Except as otherwise providedin the Insertion Order, the Insertion Order is non-cancelable by Advertiser. IfAdvertiser cancels the Insertion Order, in whole or in part, Advertiser Agreesto pay any additional short rate charges.

 

11.                                 Construction. No term or condition other thanthose set forth in the Standard Terms or inthe Insertion Order relating to advertisement scheduling and pricingshall be binding on Optin unless in a writing signed by duly authorizedrepresentatives of the parties. In the event of any inconsistency between theInsertion Order and the Standard Terms, the Standard Terms shall control. ThisAgreement constitutes the entire agreement between the parties concerning thesubject matter hereof and supersedes all prior and contemporaneous agreementsand communications, whether oral or written, between the parties relating tothe subject matter hereof, and all past courses of dealing or industry customs.The terms and conditions hereof shall prevail exclusively over any writteninstrument submitted by Advertiser, including Advertiser’s insertion order, andAdvertiser hereby disclaims any terms therein, except for terms thereinrelating to advertisement scheduling and pricing.

 

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12.                                 Termination; Effect of Termination. In theevent of a material breach by Advertiser, Optin may terminate this Agreementimmediately without notice or cure period, without liability to Optin. In theevent of any termination, Advertiser shall remain liable for any amount dueunder an Insertion Order for advertisement delivered by Optin and suchobligation to pay shall survive any termination of this Agreement. If theparties contemplate any provision to survive any termination or expiration ofthis Agreement, such provision shall survive such termination or expiration.Advertiser may terminate this Agreement thirty days after giving Optin writtennotice by certified mail, return receipt requested, of their intent toterminate this Agreement.

 

13.                                 Miscellaneous. This Agreement (i) shall begoverned by and construed in accordance with the laws of the State ofCalifornia, without giving effect to principles of conflicts of law; and (ii)will not be governed by the United Nations Convention of Contracts for theInternational Sale of Goods. Both parties submit to personal jurisdiction inCalifornia, and any cause or action related to the Insertion Order to thisAgreement shall be brought in a court in San Diego County. This Agreement maybe amended only by a writing executed by a duly authorizsed representative ofeach party.  Advertiser shall make nopublic announcement regarding the existence or content of the Insertion Orderwithout Optin’s prior written approval, which approval shall not beunreasonably withheld. Any notices under this Agreement shall be in writing,sent to the addressee set forth in the Insertion Order by facsimile ornationally-recognized express delivery service and deemed given upon receipt.The waiver of any breach or default of this Agreement will not constitute awaiver of any subsequent breach or default, and will not act to amend or negatethe rights of**the waiving party. If anyprovision contained in this Agreement is determined to be invalid, illegal orunenforceable in any respect under any applicable law, then such provision willbe severed and replaced with a new provision that most closely reflects theoriginal intention of the parties, and the remaining provisions of thisAgreement will remain in full force and effect. Nothing in these Terms andConditions shall constitute a relationship between Optin and the Advetiser/Publisherother than one of independent contractors, and that neither party is a partner,employee or agent of the other.

 

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**AGREEMENT**

 

**THIS****AGREEMENT** (hereinafter “Agreement”) is made and entered intoas of this 11th day of November, 2004, by and between **Amerikal Nutraceutical Corporation /www.lifederma.com,**having a principal address of 17751 Mitchell Ave.Irvine, CA 92612 (hereinafter **“AMERIKAL”)**and**SierraGroup Marketing / James Sierra,**an individual agent, having aprincipal address of 11115 W Rockland Dr. Littleton, CO 80127 (hereinafter “AGENT”).

 

**WITNESSETH:**

 

**NOW THEREFORE,**in consideration of the mutual benefits,obligations, terms and conditions herein contained, and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged bythe parties, it is hereby agreed as follows:

 

1.**                                       Performanceby****AGENT.**

(a) AGENT shall perform its business activities to meet criteria setforth as it relates to sales goals. AGENT shall introduce and be the liaisonbetween AMERIKAL and all internet affiliate marketing companies.

 

2.**                                       Responsibilitiesof**AMERIKAL.**

(a)                                  AMERIKALshall perform its business activities in compliance with and not in violationof any federal, state or local government laws, rules or regulations concerningthe contest offering and/or services. AMERIKAL shall be solely responsible forcomplying with any and all registration/licensing requirements necessary andshall hold AGENT harmless.

 

(b)                                 AMERIKALshall provide all documentation, on a daily basis, of compensation generatedfrom any and all internet traffic referred to AMERIKAL by AGENT.

 

3.**                                       MutualIndemnification. **Each partyshall indemnify and hold the other harmless from all damages, losses, causes ofaction, costs and expenses, including reasonable attorney’s fees, whether thesame be incurred as a result of investigation, defense or prosecution of anyclaim or cause of action, or any other loss resulting as a consequence of aviolation (or investigation) of applicable law, a breach of the terms of thisAgreement or a breach of any representation, warranty or obligation under thisAgreement.

** **

4.**                                       IndependentContractor Relationship. **Theparties specifically agree that their relationship shall be that of a principaland independent contractor and not that of an employer and employee orprincipal and agent. The parties agree that neither party shall have a right ofcontrol over and to the other.  However,AMERIKAL and AGENT mutually agree as to the objectives and the scope ofservices required all as herein set forth.  Each party shall have full power and authorityto select the means, manner, and method of performing the work and accomplishingthose objectives without detailed direction or control by the other party.  The parties hereto recognize and agree thatno joint venture or partnership arrangement or agreement is intended or createdhereby. No agent, employee or servant of AGENT shall be or shall be deemed tobe the employee, agent or servant of AMERIKAL nor shall any agent, employee orservant of AMERIKAL be or be deemed to be the employee, agent or servant ofAGENT. Each party shall be solely and entirely responsible for its acts and forthe acts of its agents, employees, servants and subcontractors during theperformance of this Agreement.  Eachparty shall be solely responsible with respect to the compensation payable toits agents, employees, servants and subcontractors and neither party shall haveresponsibility to the other with respect to the same.

 

5.**                                       Taxand Workers’ Compensation Liability.**The parties acknowledge and agreethat AMERIKAL will not withhold any taxes from any amounts paid to AGENT, norwill AMERIKAL pay unemployment compensation or provide workers’ compensationinsurance to AGENT.  Each party shall besolely responsible for all taxes of every kind and nature with respect to itsown business activities and the other party shall have no responsibility withrespect to the same.  Each party agreesto file all required tax forms as to its own business activities and agents oremployees.

 
| /s/ [ILLEGIBLE] |   |   | /s/ [ILLEGIBLE] |   |
|-----------------|--------|--------|-----------------|--------|

 

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**6.****                                      Confidentiality.**Neither party shall, at any time during the term of this Agreement and fortwo (2) years after termination of this Agreement, (a) divulge or discuss anyterms of or the existence of this Agreement to any third party, without theconsent of the other party or (b) divulge to any third party or use for it’sown purposes, any trade secrets, confidential or business information relatingto the business affairs of the other party. The parties, by execution hereof,agree that each party has disclosed to the other in confidence certaininformation relating to their business. The party, by execution hereof,acknowledge and agree that the disclosure of all such information to each otherhas been in confidence and is of a confidential nature. The parries acknowledgethat such confidential information shall not**be used by them except in pursuit of their responsibilities andrights under this Agreement during the duration of this Agreement and for aperiod of one (1) year thereafter.

 

**7.****                                      Compensation.**AMERIKAL will pay AGENT sales commission on all initial sales generated forlifederma.com by OptinRealBig, also known as CPA Empire. The total commissionwill be $2.00 paid on initial sales. All compensation will be paid on abi-weekly basis directly to AGENT.

 

**8.****                                      ApplicableLaw.**This Agreement shall be governed by and construed according to thelaws of the State of California.  Anyaction to enforce this Agreement shall be brought in the State of California,County of Los Angeles, which shall be deemed the proper venue for all purposes.

 

**9.****                                      EntireAgreement.**This Agreement constitutes the entire agreement between theparties with respect to the subject matter herein contained. Any agreements,promises, negotiations, representations or other terms not set forth orreferred to in this Agreement are of no force or effect.

** **

10.                                 **Modification.**This Agreement may not bemodified or amended except in writing signed by both parties. The parties agreeto fully cooperate in negotiating any changes or modifications to thisAgreement as may be necessary to fully comply with any Statute or Code.

 

11.                                 **Termination,****Terminationfor Breach**. In the event of any material breach of thisAgreement by either party, the other Party may cancel this Agreement, by givingthirty (30) days’ prior written notice thereof; provided, however, that thisAgreement shall not terminate at the end of said thirty (30) day notice periodif the Party in breach has cured the breach of which it has been notified priorto the expiration of this notice period.

 

12.                                 **Miscellaneous.**If any part of thisAgreement shall be deemed invalid under applicable law, the remaining parts ofthis Agreement shall be in full force and effect as though any unenforceablepart or parts were not written into this Agreement. In construing thisAgreement, the singular tense shall be deemed to include the plural and the maleor neuter gender shall mean and comprehend all genders, whenever such meaningor interpretation is necessary and appropriate. Headings contained in this Agreement are for reference purposes only,and shall not affect in any way the meaning or interpretation of thisAgreement. Subject to Paragraph 12 hereof, this Agreement shall be binding uponthe parties hereto, their legal representatives, successors and assigns, andthe parties hereto do hereby covenant and agree that they, their legalrepresentatives, successors and assigns will execute any and all papers anddocuments that may be required in accordance with this Agreement. Should aprovision of this Agreement require judicial interpretation, it is agreed thatthe judicial body interpreting or construing the same shall not apply theassumption that the terms hereof shall be more strictly construed against oneparty by reason of the rule of construction that an instrument is to be morestrictly construed against the party which itself or through its agentsprepared the same, it being agreed that the agents of all parties haveparticipated or had the opportunity to participate in the preparation of thisAgreement. This Agreement may be executed in multiple counterparts, each ofwhich will constitute an original and all of which will constitute one (1)Agreement.

 

**IN WITNESS WHEREOF,**thisAgreement is executed as of the day and year first above written.

 
| **AMERIKAL:** | **SIERRA GROUP MARKETING:**   |
|---------------|-------------------------------|
|          |                          |
| By:           | /s/ Herrie Tantono, President |   | **By:** | /s/ James  Sierra |   |
|          |                          |   | ** ** | James Sierra, Agent |
|          |                          |
|          |                          |
| /s/ AMERIKAL  |                          |   | /s/  ILLEGIBLE |   |
| AMERIKAL      |                          | agent |   |
|               |                               |  |  |  |  |  |  |  |

 

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