**Exhibit 10.5**

 

AGREEMENT

 

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

 

**WITNESSETH:**

 

**NOW THEREFORE,**in consideration of the mutual benefits, obligations, termsand conditions herein contained, and other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged by the parties, it ishereby agreed as follows:

 

1.**             Performance by****AGENT.**

(a) AGENTshall perform its business activities to meet criteria set forth as it relatesto sales goals. AGENT shall introduce and be the liaison between AMERIKAL andall internet affiliate marketing companies.

 

2.**             Responsibilities of**AMERIKAL.**

(a)   AMERIKAL shall performits business activities in compliance with and not in violation of any federal,state or local government laws, rules or regulations concerning thecontest offering and/or services. AMERIKAL shall be solely responsible forcomplying with any and all registration/licensing requirements necessary andshall hold AGENT harmless.

(b)   AMERIKAL shallprovide all documentation, on a daily basis, of compensation generated from anyand all internet traffic referred to AMERIKAL by AGENT.

 

3.**             Mutual Indemnification.  **Each party shall indemnify and hold theother harmless from all damages, losses, causes of action, costs and expenses,including reasonable attorney’s fees, whether the same be incurred as a resultof investigation, defense or prosecution of any claim or cause of action, orany other loss resulting as a consequence of a violation (or investigation) ofapplicable law, a breach of the terms of this Agreement or a breach of anyrepresentation, warranty or obligation under this Agreement.

 

4.**             Independent Contractor Relationship.  **The parties specifically agree thattheir relationship shall be that of a principal and independent contractor andnot that of an employer and employee or principal and agent. The parties agreethat neither party shall have a right of control over and to the other.  However, AMERIKAL and AGENT mutually agree asto the objectives and the scope of services required all as herein set forth.Each party shall have full power and authority to select the means, manner, andmethod of performing the work and accomplishing those objectives withoutdetailed 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 ofAGENT shall be or shall be deemed to be the employee, agent or servant of AMERIKALnor shall any agent, employee or servant of AMERIKAL be or be deemed to be theemployee, agent or servant of AGENT. Each party shall be solely and entirelyresponsible for its acts and for the acts of its agents, employees, servantsand subcontractors during the performance of this Agreement.  Each party shall be solely responsible withrespect to the compensation payable to its agents, employees, servants andsubcontractors and neither party shall have responsibility to the other withrespect to the same.

 

5.**             Tax and Workers’ Compensation Liability.**The parties acknowledge and agree that AMERIKAL will not withhold any taxesfrom any amounts paid to AGENT, nor will AMERIKAL pay unemployment compensationor provide workers’ compensation insurance to AGENT.  Each party shall be solely responsible forall taxes of every kind and nature with respect to its own business activitiesand the other party shall have no responsibility with respect to the same.  Each party agrees to file all required taxforms as to its own business activities and agents or employees.

 

 
| /s/ [ILLEGIBLE] |   |
|-----------------|--------|
| AMERIKAL        |
| agent           |

 

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6.**             Confidentiality.**Neither partyshall, at any time during the term of this Agreement and for two (2) yearsafter termination of this Agreement, (a) divulge or discuss any terms ofor the existence of this Agreement to any third party, without the consent ofthe other party or (b) divulge to any third party or use for it’s ownpurposes, any trade secrets, confidential or business information relating tothe 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 parties 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 payAGENT sales commission on all initial sales generated for lifederma.com byOptinRealBig, also known as CPA Empire.  The total commission will be $2.00 paid oninitial sales. All compensation will be paid on a bi-weekly basis directly toAGENT.

 

8.**             Applicable Law.**This Agreementshall be governed by and construed according to the laws of the State ofCalifornia.  Any action to enforce thisAgreement shall be brought in the State of California, County of Los Angeles,which shall be deemed the proper venue for all purposes.

 

9.             **Entire Agreement.** This Agreement constitutes the entireagreement between the parties with respect to the subject matter hereincontained. Any agreements, promises, negotiations, representations or otherterms not set forth or referred 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. **Termination for Breach. In theevent of any material breach of this Agreement by either party, the other Partymay cancel this Agreement, by giving thirty (30) days’ prior written noticethereof; provided, however, that this Agreement shall not terminate at the endof said thirty (30) day notice period if the Party in breach has cured thebreach of which it has been notified prior to the expiration of this noticeperiod.

 

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 this Agreement, the singulartense shall be deemed to include the plural and the male or neuter gender shallmean and comprehend all genders, whenever such meaning or interpretation is necessaryand appropriate.  Headings contained inthis Agreement are for reference purposes only, and shall not affect in any waythe meaning or interpretation of this Agreement. Subject to Paragraph 12hereof, this Agreement shall be binding upon the parties hereto, their legalrepresentatives, successors and assigns, and the parties hereto do herebycovenant and agree that they, their legal representatives, successors andassigns will execute any and all papers and documents that may be required inaccordance with this Agreement. Should a provision of this Agreement requirejudicial interpretation, it is agreed that the judicial body interpreting orconstruing the same shall not apply the assumption that the terms hereof shallbe more strictly construed against one party by reason of the rule ofconstruction that an instrument is to be more strictly construed against theparty which itself or through its agents prepared the same, it being agreedthat the agents of all parties have participated or had the opportunity toparticipate in the preparation of this Agreement. This Agreement may beexecuted in multiple counterparts, each of which will constitute an originaland all of which will constitute one (1) Agreement.

 

**INWITNESS WHEREOF,**this Agreement is executed as of the day andyear first above written.

 
| **AMERIKAL:**   | **SIERRA  GROUP MARKETING:** |
|-----------------|------------------------------|
|            |                         |
| By:             | /s/  Herrie Tantono          |   | **By:** |   |   |
|            | Herrie  Tantono, VP.         |   | ** ** | James Sierra,  Agent |
|            |                         |
|            |                         |
| /s/ [ILLEGIBLE] |                         |   |   |   |
| AMERIKAL        |                         | agent |   |
|                 |                              |  |  |  |  |  |  |  |

 

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**AGREEMENT**

 

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

 

**WITNESSETH:**

 

**NOW THEREFORE,**in considerationof the mutual benefits, obligations, terms and conditions herein contained, andother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged by the parties, it is hereby agreed as follows:

 

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

(a) AGENTshall perform its business activities to meet criteria set forth as it relatesto sales goals. AGENT shall introduce and be the liaison between **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 regulationsconcerning the contest offering and/or services. AMERIKAL shall be solelyresponsible for complying with any and all registration/licensing requirementsnecessary and shall 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 of servicesrequired all as herein set forth.  Eachparty shall have full power and authority to select the means, manner, andmethod of performing the work and accomplishing those objectives withoutdetailed 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 ofAGENT shall be or shall be deemed to be the employee, agent or servant ofAMERIKAL nor shall any agent, employee or servant of AMERIKAL be or be deemedto be the employee, agent or servant of AGENT. Each party shall be solely andentirely responsible for its acts and for the acts of its agents, employees,servants and subcontractors during the performance of this Agreement.  Each party shall be solely responsible withrespect to the compensation payable to its agents, employees, servants andsubcontractors and neither party shall have responsibility to the other with respectto 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 be solelyresponsible for all taxes of every kind and nature with respect to its ownbusiness 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 ordiscuss any terms of or the existence of this Agreement to any third party,without the consent of the other party or (b) divulge to any third partyor use for it’s own purposes, any trade secrets, confidential or businessinformation relating to the business affairs of the other party. The parties,by execution hereof, agree that each party has disclosed to the other inconfidence certain information relating to their business. The party, byexecution hereof, acknowledge and agree that the disclosure of all suchinformation to each other has been in confidence and is of a confidentialnature. The parties acknowledge that such confidential information shall not**be used by them except in pursuit oftheir responsibilities and rights under this Agreement during the duration ofthis Agreement and for a period of one (1) year thereafter.

 

7.**                                       Compensation.**AMERIKAL will pay AGENT sales commission, on all initial sales generatedfor lifederma.com by OptinRealBig, also known as CPA Empire. The totalcommission will be $2.00 paid on initial sales. All compensation will be paidon a bi-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.**Termination for Breach.In the event of any material breach of this Agreement by either party, theother Party may cancel this Agreement, by giving thirty (30) days’ priorwritten notice thereof; provided, however, that this Agreement shall notterminate at the end of said thirty (30) day notice period if the Party inbreach has cured the breach of which it has been notified prior to theexpiration 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 themale or neuter gender shall mean and comprehend all genders, whenever suchmeaning or interpretation is necessary and appropriate.  Headings contained in this Agreement are forreference purposes only, and shall not affect in any way the meaning orinterpretation of this Agreement. Subject to Paragraph 12 hereof, thisAgreement shall be binding upon the parties hereto, their legalrepresentatives, successors and assigns, and the parties hereto do herebycovenant and agree that they, their legal representatives, successors andassigns will execute any and all papers and documents that may be required inaccordance with this Agreement. Should a provision of this Agreement requirejudicial interpretation, it is agreed that the judicial body interpreting orconstruing the same shall not apply the assumption that the terms hereof shallbe more strictly construed against one party by reason of the rule ofconstruction that an instrument is to be more strictly construed against theparty which itself or through its agents prepared the same, it being agreedthat the agents of all parties have participated or had the opportunity toparticipate in the preparation of this Agreement. This Agreement may beexecuted in multiple counterparts, each of which will constitute an originaland all of which will constitute one (1) Agreement.

 

**INWITNESS WHEREOF,**this Agreement is executed as of the day andyear first above written.

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

 

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