Exhibit
      10.58





**BINDING
      MEMORANDUM OF UNDERSTANDING**





March
      31,
      2006





1.
      Founder: John R. Huff (“Huff”), Founder and President of Floating Bed, Inc., an
      Iowa “S” corporation (“FB Inc.”).




2.
      Investor: ORBIT BRANDS CORPORATION (“OBBC”), a Delaware corporation, through an
      OBBC wholly-owned subsidiary.





3.
      Purpose: Creating (by execution of a certificate of change of name) and funding
      an OBBC wholly-owned subsidiary (a Delaware “C” corporation) to be known as
      Floating Bed, International (“FB Int’l.”), to manufacture, market and sell the
“Floating Bed.” FB
      Int’l.
      will be funded through the public markets, by debt or equity offerings or any
      combination of both, the terms of which shall be subject to OBBC’s approval, in
      the exercise of its business judgment and discretion. The parties anticipate
      entering into additional comprehensive agreements memorializing their
      understanding, as summarized in this Binding Memorandum of Understanding
      (“MOU”), including, without limitation, a license agreement and an executive
      employment agreement (the “Additional Agreements”).





4.
      Licensing and Funding: Huff and FB Inc. agree to grant FB Int’l. a non-exclusive
      license to manufacture, market and sell the “Floating Bed” for the period
      commencing on or about April 1, 2006 and ending at such time as OBBC shall
      have
      funded FB Int’l the sum of at least $500,000, at which time such license shall
      become an exclusive 10- year license, with two 10-year options, at the election
      of OBBC (the “License Period”). The license shall remain “non-exclusive” until
      OBBC has raised at least $500,000 and has funded FB Int’l.’s business operations
      in the amount of $500,000, after which time the license shall become exclusive
      to FB Int’l. However, Huff and FB Inc. further agree that they shall not grant
      any other licenses (non-exclusive or otherwise) with respect to the manufacture,
      marketing or sale of the “Floating Bed” during the License Period, so long as
      OBBC timely satisfies the “Funding Benchmarks” described in Section 6, *infra* . ****





Once
      OBBC
      has raised $500,000 to fund FB Int’l., the license shall become exclusive for a
      period of ten (10) years, with two additional 10-year renewal terms at the
      sole
      election of OBBC. Thereafter, FB Int’l. shall pay an additional $500,000 to Huff
      and/or FB Inc. for each of the two successive option periods, beginning after
      the tenth (10th) year, and after the twentieth (20th) year, respectively, in
      order to renew the license.





5.
      Ownership and Control: Huff shall be named the President of FB Int’l. and shall
      have majority rights with respect to the appointment of directors to FB Int’l.’s
      Board of Directors, as specified below, as well as dominion and control over
      FB
      Int’l.’s business operations and its use and application of funds. OBBC shall
      hold 100% of the stock of FB Int’l. FB Inc. and/or Huff shall be issued a
      convertible promissory note or warrant(s) for
      4.9 %
      of the presently outstanding and issued common stock of OBBC, not to exceed
      125,000,000 shares of OBBC common stock.










The
      number of shares of OBBC common stock to be issued to Huff and/or FB Inc. shall
      be increased by three percent (3 %) in the event that no other subsidiary of
      OBBC is contributing “substantially” to OBBC, in the discretion of OBBC.





Huff
      shall report directly to Joseph R. Cellura, Chairman and Chief Executive Officer
      of OBBC. The FB Int’l. Board of Directors shall consist of three (3) directors,
      two (2) appointed by Huff and/or FB Inc., and one (1) appointed by OBBC. Huff
      intends to nominate William Hickey and himself to be appointed as his directors,
      and OBBC intends to nominate Allan I. Brown as its director.





6.
      Funding Benchmarks: OBBC shall raise and deposit the following sums into the
      FB
      Int’l. operating account in order to fund the business operations of FB Int’l.
      within the following designated periods: (i) $100,000 by June 1, 2006; (ii)
      an
      additional **** $200,000
      by August 1, 2006; and (iii) an additional $200,000 by December 31, 2006. ****





If
      OBBC
      fails to raise and deposit into the FB Int’l. operating account a total of
      $300,000 by or before August 1, 2006, then the agreement between the parties,
      including this MOU and the Additional Agreements, shall become null and void,
      and of no further force or effect. In such event, any funds raised by OBBC
      and
      deposited into the FB Int’l. operating account shall be retained by Huff and/or
      FB Inc. and not returned to OBBC or to its investors.





However,
      if OBBC meets Funding Benchmark (i) but fails to meet Funding Benchmark (ii),
      OBBC still will receive five percent (5 %) of the eventual sale price of FB
      Int’l., commensurate with its investment of the first $100,000 into FB Int’l.
      Furthermore, if for any reason OBBC meets Funding Benchmarks (i) and (ii) but
      fails to meet Funding Benchmark (iii) by the dates set forth above, OBBC still
      will receive fifteen percent (15 %) of the eventual sale price, commensurate
      with its investment of the first $300,000 into FB Int’l.





If,
      and
      only if and after, the foregoing Funding Benchmarks are achieved by the dates
      specified above, then OBBC shall be awarded the exclusive rights (hereinafter,
      “Rights Package ‘A’ ” to manufacture and sell the “Floating Bed” for an initial
      term of ten (10) years, with two 10-year option renewals.





7.
      Use
      and Application of Operating Capital: Huff shall receive, in
      addition to his salary, $50,000 of the initial $100,000 raised by OBBC, and
      an
      additional $50,000 of the next $200,000 raised by OBBC, in recognition of his
      efforts from the inception of the business to the present date.










8.
      Upstreaming of Revenues, Payment of Licensing Fees, and Division of Ultimate
      Sale Proceeds or Buyout:





(a)
      Huff
      shall have the right to elect to sell FB Int’l. and shall have control over the
      terms of any such sale. If and when Huff elects to sell FB Int’l. and FB Int’l.
      is sold, OBBC shall receive one (1) % of the sale proceeds for every $20,000
      invested by OBBC, up to a total of $500,000 (i.e., up to 25% of the sale
      proceeds).





(b)
      Therefore, if OBBC invests a total of $100,000 in FB Int’l., OBBC will receive
      5% of the sale proceeds, and Huff and/or FB Inc. will receive the remaining
      balance (95%) of the sale proceeds. By the same token, if OBBC invests a total
      of $500,000 in FB Int’l., OBBC will receive 25 % of the sale proceeds, and Huff
      and/or FB Inc. will receive the remaining balance (75%) of the sale proceeds.





However,
      if OBBC invests more than $500,000 in FB Int’l., although presumably such
      additional funding will increase the value of the company and its stock for
      both
      the parties and the investors in the company, nevertheless such additional
      funding shall not change the percentage of the sale proceeds OBBC shall receive
      hereunder. In other words, OBBC shall not receive greater than 25% of the sale
      proceeds, regardless of the amount of OBBC’s investment in FB Int’l., and John
      Huff and/or FB Inc. shall be entitled to retain the remaining balance of any
      such sale proceeds.





9.
      Fees
      for Funding: OBBC shall receive thirty percent (30 %) of all monies raised
      (over
      and above the initial $500,000 investment in FB Int’l., as outlined in Paragraph
      6, *supra* (“Funding Benchmarks”)), directly related to the funding of FB Int’l., in
      consideration for its efforts. OBBC represents and warrants that all such
      payments to it shall be lawful and shall not violate any provisions of any
      state
      or federal securities laws (e.g., acting as a broker/dealer without a license).
      OBBC further represents and warrants that no approval of any court, trustee,
      committee or any other third party is necessary in order to execute and perform
      the terms hereof or of the Additional Agreements.




10.
      Executive Employment Agreement:





(A)
      Salary and Signing Bonus: Huff shall execute an “Executive Employment Agreement”
with FB Int’l. which shall include a base salary of $80,000 in the first year,
      and which shall increase in the manner set forth in the table presented below.
      As noted above, Huff and/or FB Inc. also shall receive a convertible promissory
      note for the issuance of shares of OBBC common stock equal to 4.9 % of the
      outstanding shares of OBBC common stock, not to exceed 125,000,000 shares of
      OBBC common stock, and subject to dilution on the same terms as the best
      definition available to any other member of the Board of Directors of OBBC
      or
      any other employee of or consultant to OBBC, and the face value of said
      convertible note shall be at a price equal to the price of such shares on
      the
      day before the execution of this MOU multiplied by the number of shares
      available upon note conversion.








(B)
      Performance Bonus: In addition, as Chief Executive Officer of FB Int’l., Huff
      also shall receive a performance bonus during the first year, based upon the
      actual performance of FB Int’l. ****





(C)
      Incentive Compensation: During the term of Huff’s Executive Employment
      Agreement, FB Int’l. shall pay Huff, as President and Chief Executive Officer of
      FB Int’l., an annual incentive bonus calculated on the following
      basis:





Fiscal
                Year Revenues
            
            Bonus$
                0
                - $ 2,000,000
            
            10%
                of base salary$
                2,000,001 - $ 5,000,000
            
            40%
                of base salary$
                5,000,001 - $ 10,000,000
            
            70%
                of base salaryIn
                excess of $ 10,000,001
            
            100%
                of base salary





In
      no
      event shall Huff’s annual base salary be less than $80,000, as set forth above.





11.
      Office and Manufacturing Facilities: FB Int’l. shall maintain a corporate office
      within Los Angeles County, California, and shall maintain or select such
      manufacturing facilities as it deems appropriate in Fairfield, Iowa or in any
      other location in or outside of the continental United States.





12.
      Business Plan: Huff and/or FB Inc. shall prepare and deliver to OBBC an
      acceptable comprehensive business plan, which shall include, among other items,
      detailed projections for the 12-month period and the 24-month period following
      the execution of this MOU, which business plan shall be incorporated as an
      exhibit to the “License Agreement” to be executed between the parties.


Investor:
            
            
            Developer:Signed and Accepted:
            
            
            Signed and
              Accepted:Joseph Cellura
              Chairman and CEO
              Orbit Brands Corporation
              (“OBBC”)
            
            
            John
                R.
                Huff
              President
              Floating Bed, Inc.
              (“FB Inc.”)John
                R. Huff, individually