Unassociated Document


    Redacted

    Exhibit
      10.1

    


    PRODUCT
      SUPPLY AGREEMENT

    


    This
      Product Supply Agreement (this “Agreement”)
      is
      entered into as of May 30, 2007 (the “Effective
      Date”),
      by
      and between Aerogrow
      International, Inc,
      a
      corporation, organized under the laws of Nevada and having its principal place
      of business at 6075 Longbow Drive, Boulder, Colorado 80301 (“Supplier”),
      and
Global
      Infomercial Services, Inc., a corporation organized
      and existing under the laws of Nevada and having its principal place of business
      at 10725 South Cicero Avenue, Suite 201, Oak Lawn, Illinois 60453 (“Distributor”).
      Supplier and Distributor are sometimes referred to individually as a
“Party”
and
      together as the “Parties”.

    


    INTRODUCTION

     

    WHEREAS,
      Supplier owns or controls the right to manufacture, market, distribute, and
      sell
      certain Product (as defined below) as well as use certain Marketing Materials
      (as defined below) in connection therewith; 

     

    WHEREAS,
      Distributor sources products on behalf of other resellers and/or distributors
      for resale in their home territories through multiple distribution channels,
      such as Infomercials, direct response TV, TV home shopping, telemarketing,
      direct mail, e-commerce, and print catalogs, and desires to be appointed an
      exclusive reseller of the Product in the Territory (as defined below);


     

    WHEREAS,
      in connection with a willingness to grant Distributor an exclusive appointment,
      Supplier agrees to grant to Distributor, and Distributor agrees to accept,
      the
      exclusive rights to import, market, sell, and distribute the Product in the
      Territory and use the Marketing Materials, with full rights to sublicense
      through multiple channels such rights to the Product and the Marketing
      Materials; and 

     

    WHEREAS,
      in connection with the foregoing, Supplier agrees to supply Distributor with
      its
      requirements for the Product and Marketing Materials under the terms and
      conditions set forth herein. 

     

    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency of which is
      hereby acknowledged, and in consideration of the covenants, obligations, terms,
      and conditions set forth herein, the Parties hereby agree as
      follows:

     

    AGREEMENT

     

    1.  Definitions.
      In
      addition to any other terms defined elsewhere in this Agreement, the following
      terms shall have the following meanings for the purposes of this
      Agreement.

     

    
      	1.1.  	
              "Customer"
                means any third party or person who acquires a Product(s) directly
                from
                Distributor or its Sublicensees in the
                Territories.

            


    

     

    
      	1.2.  	
              “Distribution
                Channel”
                means any and all sales channels in the Territory, including, without
                limitation, retail, wholesale, direct response television, Infomercials,
                home shopping, telemarketing, direct mail, e-commerce, print, and
                any
                other channel of distribution.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	1.3.  	
              “Infomercial”
                means short and long form audio-visual commercials suitable for television
                and Internet broadcasts used to market a
                Product.

            


    

     

    
      	1.4.  	
              "Intellectual
                Property"
                means patents (including patent applications, registrations,
                continuations, divisions, and disclosures), copyrights (including
                copyright applications and registrations), trade secrets, moral rights,
                trademarks (including trademarks, service marks, trade dress, and
                trade
                names as well as any applications or registrations therefor), know-how,
                and any related or other rights and interests or other intangible
                assets
                recognized under any laws, regulations, or international conventions,
                in
                any country or jurisdiction in the
                world.

            


    

     

    
      	1.5.  	
              “Marketing
                Materials”
                means all packaging, manuals, instructions, tapes, scripts, and
                advertising or promotional materials (in any medium or form) relating
                to
                the Product, including, without limitation, any Infomercials, print,
                radio
                and television advertisements, point-of-sale displays, and
                signage.

            


    

     

    
      	1.6.  	
              “Minimum
                Purchase Milestones”
                means the minimum purchase milestones set forth in Exhibit
                G
                of
                this Agreement necessary in order to maintain exclusivity in the
                countries
                identified in Exhibit
                G.
                

            


    

     

    
      	1.7.  	
              “Patents”
                means the international patent applications and resulting patents
                in the
                Territory that Supplier has filed or will file, in Supplier’s sole
                discretion, based on its U.S. patent applications relating to the
                Product,
                including, without limitation, those listed in Exhibit
                A,
                as Exhibit
                A
                may be amended by agreement of the Parties from time to
                time.

            


    

     

    
      	1.8.  	
              “Product”
                means collectively and individually the products and up-sells listed
                in
                Exhibit
                B,
                as Exhibit
                B
                may be amended by agreement of the Parties from time to time.
                

            


    

     

    
      	1.9.  	
              “Territory”
                means the countries listed in Exhibit
                C.

            


    

     

    
      	1.10.  	
              “Trademarks”
                means the trademarks, trade names, domain URLs, and/or logos, whether
                registered or unregistered, relating to the Product, including, without
                limitation, those listed in Exhibit
                A,
                as Exhibit
                A
                may be amended by agreement of the Parties from time to
                time.

            


    

     

    2.  Grant
      of Rights. 

     

    
      	2.1.  	
              Appointment.
                For
                the Term, Supplier hereby appoints Distributor as the exclusive reseller
                and distributor of the Product in the Distribution Channels to Customers
                in the Territory. In connection with this exclusive
                appointment:

            


    

     

    
      	(a)  	
              Product
                Rights.
                Supplier hereby licenses to Distributor the exclusive right within
                the
                Territory, including, without limitation, any rights in and to the
                Patents, to market, display, promote, sell, import, export, and distribute
                the Product purchased from Supplier pursuant to the terms of this
                Agreement in the Distribution Channels in the Territory. Moreover,
                Supplier hereby licenses to Distributor the sole right, including,
                without
                limitation, any rights in and to the Patents, to use, evaluate, and
                modify
                the Product in the Territory in order to suggest modifications and
                customizations with respect to use of the Product in the Territory
                for the
                benefit of Customers. With respect to modifications to the Product,
                all
                such modifications’ shall be subject to the approval of Supplier, not to
                be unreasonably withheld, and any and all such modifications shall
                become
                the property of Supplier. With respect to utilization of the Product
                in
                the Territory, Supplier acknowledges that during the Term, subject
                to the
                foregoing, Distributor shall have exclusive control over and shall
                be
                responsible for marketing, sale, and distribution of the Product
                in the
                Territory. Rights granted under 2.1(a) shall not include any trade
                secrets, know-how or any other Intellectual Property of
                Supplier;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Trademark
                Rights.
                During the term of this Agreement, Supplier hereby licenses to Distributor
                the exclusive right to use, affix, display and register the Trademarks
                in
                connection with the importation, marketing, and distribution of the
                Product in the Territory; 

            


    

     

    
      	(c)  	
              Marketing
                Material Rights.
                During the term of this Agreement, Supplier hereby licenses to Distributor
                the exclusiveright to use, copy, distribute, publicly broadcast,
                modify,
                translate, prepare derivative works of, and otherwise exploit the
                Marketing Materials in the Territory, including, without limitation,
                the
                right to use the names, voices, endorsements, images, and likenesses
                of
                performers appearing therein. Without limiting the foregoing, Distributor
                may modify the Marketing Materials for use in the Territory and translate
                the Marketing Materials into the languages used in the Territory.
                With
                respect to modifications to the Marketing Materials, all such
                modifications’ shall be subject to the prior written approval of Supplier,
                not to be unreasonably withheld, and any and all such modifications
                shall
                become the property of Supplier. Moreover, with respect to use of
                the
                Marketing Materials, Supplier acknowledges that during the Term and
                subject to the foregoing, Distributor shall have exclusive control
                over
                and shall be responsible for all promotion and marketing of each
                Product
                and distribution of the Marketing Materials in the Territory; and
                

            


    

     

    
      	(d)  	
              Right
                to Sublicense.
                Supplier expressly acknowledges that Distributor shall have the exclusive
                right to sublicense further all of the foregoing rights identified
                in
                Sections 2.1 (a) through (c) to its Sublicensees (as defined below)
                in the
                Territory in order to carry on Distributor's rights under this Agreement,
                and that any Sublicensee to which it sublicenses such rights shall
                be an
                intended third party beneficiary with full rights to enforce the
                obligations of Supplier hereunder in such countries in which such
                Sublicensee has received a sublicense. Distributor shall, however,
                be
                required to notify Supplier in writing of all such sublicenses within
                ten
                days of the date granted. 

            


    

     

    
      	2.2.  	
              Appointment
                Limitations.
                

            


    

     

    
      	(a)  	
              Third
                Party Contracts.
                The foregoing licensing of rights (as set forth in Section 2.1 above)
                do
                not give Distributor authority to bind Supplier to any contract with
                any
                third party without the prior written consent of Supplier.
                

            


    

     

    
      	(b)  	
              Sublicense
                Rights.
                In accordance with the right to sublicense (as granted in Section
                2.1(d)),
                Distributor may further appoint sublicensees, subdistributors, and
                resellers (together, "Sublicensees") in various parts of the Territory
                and
                grant its Sublicensees such of its rights granted to Distributor
                by
                Supplier under this Agreement, provided however, Distributor shall
                not be
                relieved of its obligations hereunder. Accordingly, any use by Distributor
                of Sublicensees with respect to the Product, Patents, Trademarks,
                or
                Marketing Materials shall be subject to compliance with the terms
                and
                conditions of this Agreement. Distributor shall cause each of its
                Sublicensees to enter into an agreement containing terms and conditions
                no
                less restrictive than the terms and conditions hereof regarding how
                a
                Sublicensee may (i) market, distribute, and sell the Product in the
                Territory and (ii) handle, protect, and use the Marketing Materials
                in
                connection with the Product. By its terms, no agreement between
                Distributor and a Sublicensee shall survive termination of this Agreement.
                

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.  Term.

     

    
      	3.1.  	
              Test
                Phase.
                Once all relevant regulatory requirements relating to the Product
                and
                Marketing Materials are satisfied and Global Infomercial Services
                has
                received the master tape, script and other materials reasonably requested,
                an initial purchase order for Product shall be immediately placed.
                In the
                event relevant regulatory requirements relating to the Product and
                Marketing Materials are not satisfied within one hundred and twenty
                days
                of the date of this Agreement, the Parties shall review in good faith
                the
                status such approvals and Supplier shall be entitled to terminate
                this
                Agreement if Supplier can determine, in Supplier’s reasonable discretion,
                that the delays are due in part to the actions, or lack of action,
                of
                Distributor. Within 8 weeks of the initial purchase order being placed,
                a
                28 day test period shall begin in Japan (the “Test
                Phase”).
                Notwithstanding the foregoing, where required by local law, the test
                will
                not begin until the Product is in the Distributor’s physical possession.
                During the test, Global Infomercial Services through its distributors
                shall conduct test marketing of the Product through such Distribution
                Channels as Distributor, in its sole judgment, determines are likely
                to
                have favorable sales results, and, Distributor shall have exclusive
                control over and shall be responsible for all promotion, marketing
                and
                distribution of the Product in the countries where the test is taking
                place. 

            


    

     

    
      	3.2.  	
              Term.
                Upon conclusion of the Test Phase and so long as Distributor has
                not
                elected to terminate this Agreement by written notice to Supplier,
                such
                notice to be provided within fifteen days of the conclusion of the
                Test
                Phase, this Agreement shall automatically continue
                for a period of one (1) year from the date the Test Phase expires
                and
                thereafter automatically
                renew for additional one (1) year periods until terminated as provided
                herein. Each twelve (12) month period of this Agreement commencing
                with
                the first twelve (12) month period beginning at the conclusion of
                the Test
                Phase shall be a “Contract
                Year”.
                The period from the Effective Date until this Agreement is terminated
                shall be the “Term".
                

            


    

     

    4.  Fees,
      Prices, Ordering & Payment for Product.

     

    
      	4.1.  	
              No
                Fees.
                Distributor shall not owe to Supplier or any third party any fees,
                royalties, payments, or revenue for use of the Marketing Materials,
                Trademarks and Patents under this Agreement or for the associated
                rights
                licensed to Distributor.

            


    

     

    
      	4.2.  	
              Product
                Prices.
                The purchase price for the Product shall be as set forth on Exhibit
                B
                hereto (the “Purchase
                Price”).
                Supplier shall give Distributor no less than sixty (60) days prior
                written
                notice of any increase in the Purchase Price, which shall not be
                increased
                by more than five percent (5%) in any six (6) month period, unless
                due to
                material, logistical, or production cost increases that Supplier
                can
                reasonably document. Notwithstanding the foregoing, Supplier acknowledges
                and agrees that Distributor has acted as a product sourcing representative
                to Supplier for the benefit of other Sublicensees. Accordingly,
                Distributor may add a margin to the price to be paid by its Sublicensees
                for the Product. Supplier therefore agrees not to take any action
                that
                would interfere with Distributor's pricing of the Product or its
                relationship with its Sublicensees.


            


    

     

    
      	4.3.  	
              Product
                Orders.
                Distributor shall place all orders in writing to Supplier on Distributor’s
                or its distributors' or resellers' behalf (each such order, an
                “Order”).
                Orders may be submitted by fax or e-mail. All such Orders shall be
                placed
                not less than forty five days from the requested shipping date if
                the
                quantity of such orders are within the amount forecasted by Distributor
                pursuant to Section 7.2 (b) or ninety days if the quantity of such
                orders
                exceed the amount forecasted by Distributor pursuant to Section 7.2
                (b)
                Upon acceptance of the Order by Supplier as provided in Section 4.4,
                Supplier shall issue to Distributor a pro forma invoice for the Product.
                

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	4.4.  	
              Order
                Acceptance.
                Promptly after receiving an Order, Supplier shall immediately accept
                or
                reject the same in writing. If Supplier fails to accept and reject
                an
                Order within seven (7) days from the date of such Order, the Order
                shall
                be deemed accepted by Supplier. When accepting an Order, Supplier
                shall
                confirm to Distributor, among other things, the Purchase Price and
                the
                expected shipping date for the Product (the “Shipping
                Date”).
                Supplier may not change the expected Shipping Date by more than fourteen
                (14) days without Distributor's prior approval, and any changes to
                the
                Purchase Price shall be done in accordance with the requirements
                of
                Section 4.2 above. If Supplier at any time changes the Shipping Date
                and
                such change is not reasonably acceptable to Distributor, Distributor
                may
                cancel the Order without prejudice to any other remedies Distributor
                may
                have against Supplier for breach of this Agreement.
                

            


    

     

    
      	4.5.  	
              Payment
                and Shipping.
                Distributor shall pay Supplier for the Product in accordance with
                the
                terms set forth in Exhibit
                D.
                Shipping terms are also set forth on Exhibit
                D.
                Supplier shall ship the Product directly to the location designated
                in the
                Order. The consignee on the Bill of Lading shall be as designated
                by
                Distributor on the Purchase Order. Supplier will use all commercially
                reasonable efforts to ship the Product on or before the Shipping
                Date. If
                the Product is not shipped within three (3) weeks after the Shipping
                Date,
                Distributor may, at its sole option, cancel the Order and Supplier
                shall
                promptly refund to Distributor any monies paid to Supplier for such
                Order,
                if any.

            


    

     

    
      	4.6.  	
              Supply
                Obligations.
                

            


    

     

    
      	(a)  	
              Product.
                Supplier shall supply to Distributor all Product ordered on behalf
                of
                Distributor. Moreover, Supplier shall make all reasonable efforts
                to meet
                Distributor’s supply and delivery needs even if the quantity of Product
                ordered exceeds the amount previously forecasted.
                

            


    

     

    
      	(b)  	
              Marketing
                Materials.
                For Marketing Materials not included as part of the Product, Supplier
                shall faithfully print and provide Distributor at Supplier’s actual costs
                with sufficient copies of the Marketing Materials as reasonably requested
                by Distributor for use by Distributor and its Sublicensees to market
                and
                sell the Product in the Territory. Supplier shall not make any revisions
                or modifications without the prior written consent of Distributor,
                which
                shall not be unreasonably withheld. Distributor shall have the right,
                upon
                request, to request changes and modifications to the Marketing Materials
                in order to customize and localize such Marketing Materials for use
                in the
                Territory. In such event, Supplier shall then provide current Marketing
                Materials to Distributor for use in the Territory, including, without
                limitation, any new versions customized for the Territory (as directed
                by
                Distributor). Upon request, Supplier shall also provide to Distributor
                a
                letter of release from each performer appearing, named, or speaking
                in any
                Marketing Materials, authorizing Distributor’s and its Sublicensees' use
                of each such performer’s name, voice, endorsement, image and likeness
                without further compensation. 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	4.7.  	
              Title
                and Risk of Loss.
                Title and risk of loss to the Product shall pass from Supplier to
                Distributor pursuant to the applicable shipping terms agreed by the
                Parties and provided in Exhibit
                D
                hereto. 

            


    

     

    
      	4.8.  	
              Currency.
                Unless otherwise provided, all dollar amounts set forth in this Agreement
                and any Exhibit shall refer to United States
                Dollars.

            


    

     

    
      	4.9.  	
              Taxes.
                Any and all amounts payable hereunder by Distributor under Section
                4 do
                not include any government taxes (including without limitation sales,
                use,
                excise, and value added taxes) customs, tariffs, or duties imposed
                by any
                governmental agency that are applicable to the import, or purchase
                of the
                Product (other than taxes on the net income of Supplier), and Distributor
                shall bear all such taxes, customs, tariffs, and duties..
                

            


    

     

    
      	4.10.  	
              Costs. 

            


    

     

    
      	(a)  	
              Translation.
                At its own cost and expense, Distributor shall translate the Marketing
                Materials for its use in the Territory. For Marketing Materials intended
                to be included as part of the Product(s) sold by Distributor to Customers,
                Distributor may provide the localized version to Supplier, and Supplier,
                at its sole cost, will print and package the localized version with
                the
                Product and otherwise provide Distributor with all necessary copies
                of the
                translated version of the Marketing Materials (as required by this
                Agreement). With respect to any modifications made by Distributor
                to the
                Marketing Materials in order to customize or translate them for use
                in the
                Territory, the Parties agree that if the cost of production of the
                localized version is substantially higher than the cost of the production
                of the original versions of the Marketing Materials provided to
                Distributor, the Parties will negotiate in good faith to apportion
                the
                increased cost between Supplier and Distributor.
                

            


    

     

    
      	(b)  	
              Recordation
                Costs.
                The expenses associated with recordation of the licenses granted
                under
                this Agreement whether by way of the filing of this document or through
                the use of a separate recordable instrument shall be borne by Distributor.
                Distributor shall furnish to Supplier within ten days of their filing
                a
                written copy of all such filings
                recorded.

            


    

     

    5.  Specifications,
      Quality & Inspection. 

     

    
      	5.1.  	
              Specifications.
                The Parties shall agree on detailed, written specifications for each
                Product supplied hereunder that shall include not only the design,
                materials and attributes of the Product, but any and all quality
                and
                testing standards, labeling, packaging, manuals and instructions
                provided
                in connection with the Product (for each Product, the “Specifications”).
                In that Distributor will expend considerable resources to meet the
                regulatory requirements of the Territory and to localize the Marketing
                Materials based upon the Specifications, it is agreed that the
                Specifications shall be “frozen” for all major and critical components and
                materials and that any proposed changes will be submitted by Supplier
                to
                Distributor for consideration. No changes will be implemented without
                Distributor’s prior written consent, which shall not be unreasonably
                withheld. In any case, Supplier must give sufficient notice of any
                proposed changes so that Distributor may, at their sole discretion,
                elect
                to cease distribution of the Product and have sufficient time within
                which
                to arrange for an orderly wind down of
                sales.

            


    

     

    
      	5.2.  	
              Accepted
                Quality Level.
                The Parties shall establish quality check criteria for all Product
                to
                ensure compliance with the Specifications, including the establishment
                of
                outward and inward bound Product inspection procedures with an accepted
                quality level (“AQL”)
                as set forth in Exhibit
                E.
                Any Product not in conformance with its Specifications and/or meeting
                the
                AQL shall be deemed defective. 

            


    

     

    
      	5.3.  	
              Goods-Outward
                Inspection.
                Supplier shall arrange for inspection of all outbound Product against
                the
                Specifications and the AQL and remove from shipment all defective
                units.
                Supplier shall insure that inspection records are kept and maintained
                and
                shall provide a copy to Distributor upon request. Upon reasonable
                prior
                notice, and without prejudice to any other Product inspections rights
                to
                which Distributor may be entitled, Distributor shall have the right
                to
                inspect Product prior to pick-up at Supplier’s or its manufacturer’s
                facility. Distributor may remove from the shipment any defective
                units.
                Supplier shall promptly make available to Distributor a one-for-one
                replacement for such defective units with Product that meets the
                Specifications or, as requested by Distributor, credit the amount
                represented by such units to payment of the next purchase order.
                At any
                time or times after the conclusion of the Test Phase and upon reasonable
                prior notice, Distributor shall also have the right to inspect and
                audit
                the quality control and inspection processes used at Supplier’s or its
                manufacturer’s facilities and manufacturing sites.
                

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	5.4.  	
              Goods-Inward
                Inspection.
                As further provided in Exhibit
                E,
                Distributor may promptly inspect Product shipments upon arrival at
                the
                location designated in the Order to ensure that such Product complies
                with
                the Specifications and AQLs. Distributor shall give written notice
                to
                Supplier of any minor or major defects that it discovers or finds
                and
                shall reasonably describe the nature of such defects. Distributor
                shall
                also give written notice to Supplier of any minor or major defects
                that
                are noted by Distributor’s Customers, resellers, or distributors, or
                discovered by Distributor after the goods-inward inspection. As set
                forth
                in further detail in Exhibit
                E
                and at Distributor's option, defective goods shall be repaired or
                replaced
                or Distributor shall receive a credit for the defective units to
                be
                applied towards the next purchase order. At Supplier’s request,
                Distributor will provide reasonable support, evidence, or proof for
                the
                claimed defect as Supplier may request in writing, for example,
                photographs or samples. 

            


    

     

    
      	5.5.  	
              Packaging.
                At Distributor’s reasonable request, Supplier shall at its sole cost, not
                to exceed Supplier’s current costs, customize and modify packaging,
                product materials, construction and other features of the Product
                packaging specifically for the Territory, using information supplied
                by
                Distributor in the required format.

            


    

     

    
      	5.6.  	
              Product
                Recall.
                In the event that a partial or total recall is imposed in the Territory
                by
                a governmental body with respect to the Product, all costs and expenses
                incurred by Distributor and its distributors and resellers as a result
                of
                the recall will be the responsibility of the Supplier, and Supplier
                will
                indemnify and hold Distributor and its Sublicensees harmless with
                respect
                to any claims resulting from the
                recall.

            


    

     

    6.  Intellectual
      Property.

     

    
      	6.1.  	
              Trademarks.
                As between Supplier and Distributor, Supplier shall own all right,
                title
                and interest in the Trademarks. Distributor agrees that it will not
                challenge the title of any rights of Supplier in and to the Trademarks
                or
                make any claim or take any action adverse to Supplier’s rights therein.
                Both Parties agree that they will not challenge the validity of this
                Agreement. Distributor further agrees that all use by Distributor
                or its
                agent of the Trademarks or domain name shall inure to the benefit
                of
                Supplier. Moreover, Distributor shall use the Trademarks in accordance
                with the written use guidelines provided by Supplier or as otherwise
                agreed by the Parties. Nothing contained in this Agreement shall
                be
                construed as an assignment or grant to the Distributor of any right,
                title
                or interest in or to the Trademarks, and all rights relating thereto
                are
                reserved by Supplier except for the license granted hereunder to
                the
                Distributor of the right to use the Trademarks only as specifically
                and
                expressly provided herein.

            


    

     

    
      	6.2.  	
              Maintenance
                of Supplier Intellectual Property Rights.
                In connection with Distributor's exclusive appointment and in recognition
                of the resources Distributor will invest in the marketing and sale
                of the
                Product in the Territory, Supplier, at its sole discretion, shall
                use its
                best efforts to take all steps necessary at its own expense to maintain
                the rights to the Patents and Trademarks associated with the Product
                by,
                among other things, filing for, prosecuting, and maintaining any
                necessary
                applications and/or registrations for the Patents and Trademarks
                in the
                Territory. Distributor agrees to provide Supplier with reasonable
                assistance, at Supplier's expense, to file for, register, and otherwise
                record Supplier's Intellectual Property rights and Distributor's
                licensee
                rights in and to the Product and Marketing Materials in the Territory.
                To
                the extent Supplier fails to maintain the Intellectual Property rights
                associated with the Product and Marketing Materials in the Territory,
                Distributor shall have the right but not the obligation to maintain
                such
                Intellectual Property rights on behalf Supplier and at the expense
                of the
                Distributor by, among other measures, renewing the registration of
                the
                Patents and Trademarks in the Territory.


            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	        6.3	
                    Defense
                      of Supplier Intellectual Property Rights.
                      Each Party shall inform the other Party of any possible infringement,
                      misappropriation, or violation by a third party of which either
                      Party
                      becomes aware of Supplier’s Intellectual Property rights, including,
                      without limitation, any duplication of the Product (including
                      any part,
                      component, or feature thereof), the Marketing Materials, or
                      the Patents
                      and Trademarks. Supplier may take all commercially reasonable
                      steps and
                      measures to defend and enforce Distributor’s exclusive rights in and to
                      the Patents and Trademarks as well as Distributor's rights
                      to exclusively
                      use, import, market and sell the Product and the Marketing
                      Materials in
                      the Territory. Supplier may also take all commercially reasonable
                      steps
                      and measures to stop importation into, and the sale of counterfeit
                      and
                      unauthorized goods and the unauthorized use of the Product
                      and/or
                      Marketing Materials as well as the Trademarks in, the Territory
                      including
                      (i) tracking the source of unauthorized Product or Marketing
                      Materials,
                      (ii) sending cease and desist letters to, terminating supply
                      to, or
                      terminating distribution rights of third parties marketing,
                      selling,
                      and/or distributing unauthorized Product or Marketing Materials,
                      and (iii)
                      commencing legal or administrative actions against infringers
                      in the
                      country of manufacture of such counterfeit or unauthorized
                      goods. Supplier
                      acknowledges that Distributor and its Sublicensees shall have
                      no liability
                      to Supplier with regard to counterfeit or unauthorized goods
                      or
                      unauthorized Marketing Materials entering the Territory as
                      a result of
                      actions of third parties other than the Distributor or Distributor’s
                      sub-licensees. In addition, provided that Distributor has first
                      offered to
                      Supplier the opportunity to take action and Supplier has declined
                      the
                      offer or not taken action within five (5) days of receiving
                      notice from
                      Distributor, Supplier also hereby grants to Distributor and/or
                      its
                      Sublicensees the right, in Distributor's or its Sublicensees’ sole
                      discretion, to take action to stop the importation or use of
                      unauthorized
                      or counterfeit Product or Marketing Materials into the Territory.
                      Supplier
                      shall support and cooperate with Distributor’s (and its Sublicensee’s)
                      efforts to stop the importation or use of unauthorized or counterfeit
                      Product or Marketing Materials into the Territory, including
                      but not
                      limited to executing and delivering such documentation as may
                      be necessary
                      or helpful in this regards (such as a power of attorney to
                      enforce rights
                      with respect to the intellectual property, or, for Japan, by
                      executing and
                      delivering a letter to Distributor designating Distributor’s sublicensee
                      as the registered exclusive licensee (senyo-shiyo
                      kensha, or senyo-jisshi kensha)
                      of the Trademarks and Patent rights in the Territory, as applicable.
                      A
                      sample of the senyo-shiyo
                      kensha
                      letter is attached hereto as Exhibit
                      F.
                      Distributor or one of its Sublicensees shall be entitled to
                      record such
                      designation at the appropriate government office.) To the extent
                      Distributor or one of its Sublicensees takes action to protect,
                      enforce
                      and defend the Intellectual Property rights associated with
                      the Product
                      and Marketing Materials, Distributor may seek, in addition
                      to any other
                      rights and remedies to which it is entitled, including, any
                      indemnification by Supplier, recovery of its costs from the
                      alleged
                      infringer and Supplier shall be entitled to all of the excess
                      recovered in
                      the enforcement action. Any award, or portion of an award,
                      recovered by
                      Supplier in any such action or proceeding commenced by the
                      Supplier shall
                      belong solely to Supplier, once Distributor and its Sublicensees
                      have
                      recoved their costs and expenses in bringing the action or
                      proceeding and
                      damages from the
                      infringement..

                  


          

        

      

    

     

    
      
        
          	        6.4	
                  Distributor's
                    Reservation of Rights.
                    Distributor reserves all rights in and to its Intellectual Property,
                    information, and materials not related to the Product and nothing
                    herein
                    shall grant to Supplier any right to use such Intellectual Property,
                    information, and materials of
                    Distributor.

                


        

      

    

     

    7.  Responsibilities.

     

    
      	7.1.  	
              Supplier
                Covenants & Responsibilities.

            


    

     

    
      	(a)  	
              Exclusivity.
                During the Term, Supplier shall not sell, distribute, or otherwise
                market,
                approach, or actively enter into any negotiations with a view to
                selling,
                distributing, or marketing, the Product, or any product that is a
                knock-off of or confusingly similar to the Product, to any third
                party or
                person which Supplier knows or has reason to know, does or intends
                to
                market, promote, distribute, advertise, or sell such Product, or
                any part
                or component of the Product, or a competitive or “knock-off” product, in
                the Territory. Supplier further agrees for the Term not to assign
                its
                import license or otherwise authorize any third party or person to
                use its
                import license to import any Product into the
                Territory.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Insurance.
                During the Term and for not less than three (3) years following the
                expiration or termination of this Agreement, Supplier shall, or Supplier
                shall cause the Product owner or Product manufacturer to, maintain
                comprehensive general liability insurance, including, without limitation,
                product liability insurance providing coverage against, but not limited
                to, all forms of liability for any injury, loss, or damage relating
                to the
                Product, in an amount of not less than One Million Dollars ($1,000,000)
                per occurrence, Five Million Dollars ($5000,000) annual aggregate.
                The
                insurance will be written on an occurrence policy form with an insurance
                company with a current rating of A, XII, or better. Supplier shall,
                or
                Supplier shall cause the Product owner or Product manufacturer to,
                arrange
                for its insurance policies to be in force from the Effective Date
                and
                endorsed to include Distributor and its Sublicensees as well as its
                affiliates and their respective officers, directors, employees and
                agents
                as additional insureds thereunder. Such endorsement will stipulate
                that
                the required coverage will not be reduced or canceled without thirty
                (30)
                calendar days' prior written notice to Distributor. Such endorsement
                will
                also stipulate that it is the primary coverage and any other insurance
                in
                force for the additional insureds will act as excess coverage only,
                and
                Distributor will not be required to contribute in the payment of
                any claim
                made thereunder to the extent of the limits of liability afforded
                by
                Supplier’s insurance. Evidence of such required insurance coverage will be
                supplied to Distributor within thirty (30) days of the Effective
                Date and
                at any time upon request during the
                Term.

            


    

     

    
      	(c)  	
              Regulatory
                Compliance.
                Supplier shall ensure that the Product and the Marketing Materials
                are
                market-ready as necessary to meet the regulatory requirements of
                the
                Territory. If Supplier does not or fails to do so, then at Supplier’s
                expense, Distributor may, but shall not be required to, make the
                Product
                and the Marketing Materials market-ready as necessary to meet the
                regulatory requirements of the
                Territory.

            


    

     

    
      	7.2.  	
              Distributor
                Covenants and Responsibilities.
                

            


    

     

    
      	(a)  	
              Performance.
                Distributor shall perform its obligations hereunder with the skill
                and
                care of a professional provider of like
                services.

            


    

     

    
      	(b)  	
              Marketing.
                For the Term, Distributor shall (i) use commercially reasonable efforts
                to
                market and sell the Product in the Territory; (ii) submit to Distributor
                non-binding sales forecasts at least five (5) days prior to the beginning
                of each Contract Year quarter; (iii) not make any representations
                or give
                any warranties concerning the Product which are false or misleading
                in any
                way or go beyond those warranties and representations made by Supplier
                in
                this Agreement and/or the Marketing Materials for the Product; and
                (iv)
                refrain from selling any Product to any entity outside the Territory
                or to
                any entity who Distributor reasonably believes may resell, export
                or use
                the Product outside the Territory and refer to Distributor any inquiries
                regarding the purchase or sale of any Product coming from outside
                the
                Territory.

            


    

     

    
      	(c)  	
              Advertising.
                At its sole cost and expense, Distributor shall prepare and place
                any and
                all advertising of any nature with respect to the Product in the
                Territory. Supplier retains the right to review and revoke all such
                advertisement or promotion of the Product in the Territory, such
                right to
                be reasonably exercised.

            


    

     

    
      	(d)  	
              Quality
                Standard.
                Distributor shall maintain the highest quality and standards of the
                Product and shall exercise its best efforts to safeguard the good
                will
                established by the Trademarks. Distributor shall take all necessary
                steps,
                and all steps reasonably requested by Supplier, to prevent or avoid
                any
                misuse of the Trademarks by any of its contractors, distributors
                or other
                resources.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.  Representations
      and Warranties. 

     

    
      	8.1.  	
              Mutual.
                Each Party represents and warrants to the other Party the
                following

            


    

     

    
      	(a)  	
               Power
                and Authority.
                That it has the right, power and authority to enter into this Agreement
                and has not entered into any agreement with any third party or person
                that
                conflicts with its respective obligations hereunder or the rights
                granted
                to the other Party herein. 

            


    

     

    
      	(b)  	
              Notice
                of Complaints and Claims.
                If at any time either party learns of any complaints involving consumers
                being injured by use of a Product or learns of any actual or threatened
                claims, lawsuits or proceedings by consumers regarding Product safety,
                efficacy or functionality, such party shall promptly inform the other
                of
                the same.

            


    

     

    
      	(c)  	
              Survival.
                All representations and warranties of either party both expressed
                and
                implied survive the termination or expiration of the Agreement,
                inspections, acceptance and
                payment.

            


    

     

    
      	8.2.  	
              Supplier.
                Supplier represents and warrants to Distributor the
                following:

            


    

     

    
      	(a)  	
              Specifications
                and Requirements.
                The Product will correspond in quality, function, design and manufacture
                with the Specifications and the sample Product supplied to and approved
                by
                Distributor, or, if modified to conform to legal or regulatory
                requirements, then the modifications agreed to by the Parties.
                

            


    

     

    
      	(b)  	
              Defects.
                The Product is free from defects in design, material and
                workmanship.

            


    

     

    
      	(c)  	
              Quality.
                Product shall be new and not used, reconditioned, refurbished or
                the like
                unless otherwise specified.

            


    

     

    
      	(d)  	
              Safety.
                The Product is safe for its intended purpose and use, under conditions
                of
                normal use and service. 

            


    

     

    
      	(e)  	
              Product
                Liability.
                Supplier has no knowledge of any product liability claims being made
                or
                threatened in any country or jurisdiction concerning the safety or
                use of
                the Product.

            


    

     

    
      	(f)  	
              Functionality.
                The Product fulfills the description of any quality or function ascribed
                to the Product in Marketing Materials or packaging supplied or approved
                by
                the Supplier, and the Marketing Materials contain no representation
                or
                statement about any feature, result or functionality of the Product
                that
                is false, inaccurate or materially
                incomplete.

            


    

     

    
      	(g)  	
              Manufacturer's
                Warranty.
                For the warranty period set out in the manufacturer’s warranty for the
                Product, which shall be no less than one (1) year, if a faulty Product
                is
                returned to the Distributor by a consumer, the Supplier will repair,
                replace or refund the faulty Product in a timely manner.
                

            


    

     

    
      	(h)  	
              Title
                and Compliance with Laws.
                The Product delivered to Distributor shall be free of any encumbrance
                or
                adverse claim and the importation, sale or use of the Product shall
                not
                contravene any law or regulation, nor infringe, violate, or misappropriate
                the patent, trademark, copyright or other Intellectual Property right
                of
                any third party.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              Authority.
                Supplier has all the necessary rights, consents and licenses to grant
                the
                licenses and rights to Distributor and its Sublicensees and to authorize
                and permit Distributor and its Sublicensees to perform their services
                and
                fulfill their responsibilities under this Agreement.
                

            


    

     

    
      	8.3.  	
              Distributor
                Warranties.
                Distributor hereby represents and warrants to Supplier the
                following:

            


    

     

    
      	(a)  	
              Experience.
                Distributor has experience and knowledge in the sale and distribution
                of
                direct response TV products. 

            


    

     

    
      	(b)  	
              Resources.
                Distributor has adequate resources and experience to fulfill all
                of its
                obligations under this Agreement.

            


    

     

    
      	(c)  	
              Authority.
                Distributor has all the necessary rights, consents and licenses to
                grant
                the licenses and rights to its Sublicensees and to authorize and
                permit
                its Sublicensees to perform their services and fulfill their
                responsibilities under this Agreement.


            


    

     

    9.  Indemnity.
      

     

    
      	9.1.  	
              Mutual.
                Each Party shall be liable for and shall indemnify, defend, and hold
                the
                other harmless against any liability, damages, or loss from any claims,
                actions, suits, judgments, proceedings, demands, recoveries or expenses,
                including, but not limited to, reasonable attorneys’ fees, arising out of,
                based on, or caused by any breach of its respective representations
                and
                warranties contained in this Agreement or which may otherwise arise
                as a
                result of the gross negligence or the willful actions or inactions
                of the
                indemnified party. 

            


    

     

    
      	9.2.  	
              Supplier.
                Supplier shall be liable for and shall indemnify, defend and hold
                harmless
                each of Distributor and its parent company and its subsidiaries and
                affiliates, and their respective directors, officers, employees,
                resellers, distributors, Customers and agents from
                and against all reasonable costs (including, without limitation,
                reasonable attorneys’ fees) in connection with any claim,
                suit or other proceeding made, threatened or initiated by a third
                party
                (i) under Intellectual Property laws, product descriptions, trade
                practices law, or product liability laws of any country or (ii) with
                respect to any Product recalls or problems that arise
                therefrom.

            


    

     

    
      	9.3.  	
              Distributor.
                Distributor shall be liable for and shall indemnify, defend and hold
                harmless Supplier and its directors, officers, employees, and agents
                from
                and against all reasonable costs (including, without limitation,
                reasonable attorneys’ fees) in connection with any claim,
                suit or other proceeding made, threatened or initiated by a third
                party
                under Intellectual Property laws resulting solely from Distributor’s or
                Sublicensee’s modifications of or additions to the Product or the
                Marketing Materials, or resulting from any act, omission, negligence
                or
                performance under this Agreement by the Distributor, or its Sublicensees
                or agents. 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	9.4.  	
              Limitation
                of Liability.
                In no event shall either Party be liable to the other Party or any
                other
                Person for any indirect, punitive (to the fullest extent permitted
                by
                applicable law), special, consequential or incidental damages, however
                caused and on any theory of liability arising out of this agreement,
                and
                whether or not such Party has been advised of the possibility of
                such
                damage. These limitations shall apply notwithstanding any failure
                of
                essential purpose of any limited remedy provided herein. Notwithstanding
                the foregoing provisions of this Section 9.4, the foregoing limitations
                of
                liability set forth in this Section 9.4 shall not apply to liability
                arising under Sections 5.6, 9.1, 9.2 or 9.3 and shall not affect
                the
                remedies expressly provided in Section
                12.2(e).

            


    

     

    10.  Termination.

     

    
      	10.1.  	
              Termination.
                Either Party may terminate this Agreement immediately upon written
                notice
                of termination served upon the other Party if (a) the other Party
                has
                materially breached this Agreement and has failed to remedy the breach
                within thirty (30) days after written notice thereof; (b) the other
                Party
                ceases to do business, or otherwise terminates its business operations;
                (c) the other Party becomes insolvent or seeks protection under any
                bankruptcy, receivership, creditors arrangement, or comparable proceedings
                

            


    

     

    
      	10.2.  	
              Effect
                of Termination.
                

            


    

     

    
      	(a)  	
              Termination
                for Breach.
                In the event of termination of this Agreement, this Agreement shall
                terminate, in full or with respect to a specified Product, without
                the
                need for further action by either Party, but shall not terminate,
                by
                implication or otherwise, any other agreement among the Parties.
                Such
                right of termination shall be in addition to such other rights and
                remedies as the terminating Party may have hereunder or under applicable
                law. Subject to the Sell-Off rights provided herein and excluding
                any
                indemnification obligations owed by Supplier (with such indemnification
                obligations to survive the termination of this Agreement), all rights
                granted to Distributor by Supplier under this Agreement shall terminate
                upon the termination of this Agreement.


            


    

     

    
      	(b)  	
              Inventory.
                Upon expiration or termination of this Agreement for any reason,
                whether
                in full or with respect to a specified Product, for six (6) months
                from
                the date of such expiration or termination (the “Sell-Off Term”),
                Distributor shall have the non-exclusive right to sell the Product
                and use
                the Marketing Materials to close out and exhaust its inventory, including
                Product in transit to Distributor. Notwithstanding the foregoing,
                Supplier
                may elect to repurchase all inventories of the Product held by Distributor
                at Distributor’s cost and Distributor’s right to a Sell-Off Term would
                terminate. 

            


    

     

    
      	(c)  	
              License
                Rights.
                Upon expiration of the Sell-Off Term, all relevant rights and licenses
                granted to Distributor hereunder shall immediately terminate and
                Distributor shall stop all use of the Trademarks and Marketing
                Materials.
                Distributor agrees to cooperate fully and in good faith with Supplier
                and
                to execute such documents as Supplier reasonably requests for the
                purpose
                of securing and preserving Supplier’s rights in and to the Patents,
                Trademarks and Marketing Materials in the Territory.
                

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              No
                Additional Compensation.
                When this Agreement is terminated for reasons other than for an uncured
                breach, each Party shall not be entitled to any compensation, damages,
                payment, for goodwill that has been established, severance pay, or
                any
                amount for any cause by reason of the termination or expiration of
                its
                rights under this Agreement (in whole or in part) pursuant to the
                terms of
                this Agreement despite any applicable law to the contrary. In such
                cases,
                each Party hereby irrevocably waives and renounces any claim for
                compensation, damages or other legal or equitable relief which such
                Party
                may hereafter be entitled to assert against the other Party under
                the laws
                in the Territory, or any political subdivision thereof, or the applicable
                laws of any other country, by reason of such termination or expiration,
                or
                by reason of the termination or expiration of any relationship resulting
                from this Agreement or any course of dealing at any time between
                the
                Parties, arising under any such
                laws.

            


    

     

    11.  Confidentiality.
      

     

    
      	11.1.  	
              Non-Disclosure.
                For the Term, and period of two (2) years thereafter, each Party
                shall
                hold in trust and confidence for the other Party all Confidential
                Information (as defined below) disclosed to the receiving Party at
                any
                time during the Term and neither Party shall disclose such Confidential
                Information to any third party except as expressly permitted by this
                Agreement. For
                purposes of this Agreement, a Party’s attorneys and accountants shall not
                be considered as third parties. “Confidential
                Information”
                means any information that is marked or identified as “Confidential” prior
                to its disclosure or if any information is not so marked or is disclosed
                orally or visually, identified as confidential within thirty (30)
                days
                after such of disclosure. 

            


    

     

    
      	11.2.  	
              Exceptions.
                Confidential Information shall not include any information disclosed
                by a
                Party hereunder which (i) is already known to the receiving Party
                prior to
                the date of disclosure; (ii) is rightfully received by the receiving
                Party
                in the routine course of business from a third party; (iii) is approved
                for release or publication by written authorization of the disclosing
                Party; (iv) is independently developed by a Party through no breach
                of
                this Agreement; or (v) has become generally available to the public
                through no act of the receiving
                Party.

            


    

     

    
      	11.3.  	
              Limitations
                on Use; Return of Information. All
                Confidential Information disclosed to a Party hereunder is, and shall
                remain, the sole property of the disclosing Party. Upon termination
                or
                expiration of this Agreement (but subject to the Sell-Off rights
                set forth
                in this Agreement), each Party shall cease use of all Confidential
                Information of the other Party, and shall promptly destroy or return
                to
                the disclosing Party, all such Confidential Information upon written
                request. 

            


    

     

    12.  General
      Provisions.

     

    
      	12.1.  	
              Third
                Party Beneficiaries.
                Supplier acknowledges that Oak Lawn Marketing, Inc., Vector Direct
                Limited, and Vector Versandhandels GmbH, each of which has been designated
                by Distributor as Sublicensee for the Product in certain countries
                in the
                Territory, are third party beneficiaries to this Agreement with respect
                to
                the grant of rights to Distributor hereunder, including, without
                limitation, the right to receive Product, the right to inspect the
                Product
                for compliance with the Specifications and AQL, the right to maintain
                and
                enforce the Intellectual Property rights in and to the Product and
                Marketing Materials as well as the Patents and Trademarks, Supplier's
                covenants and responsibilities, including, without limitation, Supplier's
                insurance obligations, Supplier representations and warranties, and
                Supplier's indemnification obligations. Supplier acknowledges that
                Oak
                Lawn Marketing, Inc., Vector Direct Limited, and Vector Versandhandels
                GmbH shall have the right to assert all such rights against Supplier
                directly, and Supplier shall not raise as a defense that Oak Lawn
                Marketing, Inc., Vector Direct Limited, and Vector Versandhandels
                GmbH are
                not Parties to this Agreement.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	12.2.  	
              Dispute
                Resolution.
                

            


    

     

    
      	(a)  	
              Governing
                Law.
                This Agreement is governed by the laws of the State of Nevada without
                regard to the principles of conflicts of law.


            


    

     

    
      	(b)  	
              Disputes.
                Prior to initiating any proceeding in accordance with this Agreement,
                the
                Parties hereto agree to attempt to resolve any dispute arising in
                connection with this Agreement (a “Dispute”)
                promptly, equitably and in a good faith manner. To this end, each
                of
                Supplier and Distributor shall designate in writing to the other
                Party a
                representative who shall be authorized to resolve by an agreement
                among
                them any Dispute and, unless otherwise expressly provided herein,
                to
                exercise the authority of such Party to reach such an agreement.
                Either
                Party may change its representative from time to time by written
                notice to
                the other Party. If for any reason any Dispute is not resolved among
                the
                Parties within thirty (30) days from the date on which one Party
                receives
                written notification from the other Party that a Dispute exists,
                then,
                subject to Section 12.2(e), such Dispute shall be settled exclusively
                and
                finally by arbitration in accordance with Section 12.2(c) and (d)
                hereof.

            


    

     

    
      	(c)  	
              Arbitration.
                Arbitration between the Parties shall be held and finally settled
                in Reno,
                Nevada, and shall be conducted pursuant to the commercial Rules of
                the
                American Arbitration Association in force when the arbitration commences.
                The arbitration shall be conducted before an arbitral tribunal composed
                of
                three (3) arbitrators. Each Party shall, within twenty (20) days
                after the
                mailing of the initiating notice, choose one (1) arbitrator. Unless
                the
                Parties agree on the third arbitrator within ten (10) days after
                each of
                the Parties has selected an arbitrator, the two (2) arbitrators chosen
                shall, within thirty (30) days after the mailing of the initiating
                notice,
                select a third arbitrator. A person shall be ineligible to be the
                neutral
                arbitrator if he/she (or any of his/her affiliates) is an affiliate
                of,
                vendor or service provider to, or customer of, any Party or its
                affiliates. Unless otherwise agreed to by the Parties, any arbitrator
                must
                be a licensed attorney who has practiced international trade and
                contracts
                law for at least ten (10) years, and shall be chosen by the Parties
                within
                fifteen (15) days from lists of qualified persons provided by the
                American
                Arbitration Association.

            


    

     

    
      	(d)  	
              Procedure.
                The arbitration shall be conducted in the English language. All documents
                submitted in connection with such proceeding shall be in the English
                language or, if in another language, accompanied by a certified English
                translation. This Agreement and the rights and obligations of the
                Parties
                shall remain in full force and effect pending the award in such
                arbitration proceeding, which award, if appropriate, shall determine
                whether and when any termination shall become effective. The arbitration
                award shall be final and binding on the Parties. Judgment on the
                award may
                be entered by any court having jurisdiction over the Party against
                whom
                enforcement is sought.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	(e)  	
              Injunctive
                Relief.
                Notwithstanding the foregoing, each Party acknowledges and agrees
                that any
                breach, threatened or actual, by the other Party of any representations,
                warranties, or covenants expressly set forth herein that relate to
                the
                Parties' confidentiality obligations or to each Party's respective
                Intellectual Property rights under this Agreement, including, without,
                limitation, Distributor's exclusive and sole license rights, will
                cause
                irreparable injury and that such injury would not be quantifiable
                in
                monetary damages alone. Accordingly, each Party acknowledges and
                agrees
                that the other Party would not have an adequate remedy at law and
                shall
                otherwise be entitled, in addition to other available remedies, to
                seek
                and be awarded an injunction or other appropriate equitable relief
                from a
                court of competent jurisdiction restraining any breach, threatened
                or
                actual, of each Party's respective representations, warranties, or
                covenants. In connection with this acknowledgment, each Party hereby
                waives any requirement that a Party post any bond or other security
                in the
                event any injunctive or equitable relief is sought by or awarded
                to such
                Party to enforce its rights under this
                Agreement.

            


    

     

    
      	12.3.  	
              Exclusion
                of Law.
                The application of the 1980 UN Convention on Contracts for The
                International Sale of Goods to any transaction hereunder is hereby
                expressly excluded. 

            


    

     

    
      	12.4.  	
              Relationship
                of the Parties.
                The Parties are independent contractors. Nothing in this Agreement
                shall
                be construed to constitute the Parties as principal and agent, employer
                and employee, franchiser and franchisee, partners, joint venturers,
                affiliates, co-owners or otherwise as participants in a joint undertaking.
                The Parties shall not be jointly or severally liable for any breach
                of
                this Agreement by any other Party. Each of Distributor and its
                Sublicensees as well as Supplier shall each be individually responsible
                and liable for performance of its respective obligations under this
                Agreement. 

            


    

     

    
      	12.5.  	
              Assignment.
                Except for Distributor's right to sublicense as set forth in this
                Section
                2.1(d), neither this Agreement nor any of the rights, interests or
                obligations hereunder shall be assigned by any Party without the
                prior
                written consent of the other Parties, which consent shall not be
                unreasonably withheld.

            


    

     

    
      	12.6.  	
              Publication,
                Press Releases.
                Each Party shall send the other Party a copy of any draft press release
                that refers to the other Party, for advance approval before release.
                Approvals will not be unreasonably withheld, and shall be provided
                on a
                timely basis. 

            


    

     

    
      	12.7.  	
              Interpretation.
                All Recitals and all Exhibits attached to this Agreement constitute
                an
                integral part of this Agreement. The definitions of this Agreement
                shall
                apply to all Exhibits. The headings of sections and subsections of
                this
                Agreement are inserted only for the purposes of convenience and they
                shall
                not be construed as to affect the scope, meaning or intent of the
                provisions of this Agreement or any part or portion thereof, nor
                shall
                they otherwise be given any legal effect. Unless the context clearly
                requires otherwise, any word used in the singular shall include,
                where
                appropriate, the plural and vice versa. The terms “include” and
                “including” shall be deemed to be followed by the words “without
                limitation,” whether or not so followed. The interpretation of this
                Agreement shall not be construed against either
                Party.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	12.8.  	
              Notices.
                Any and all notices, requests, demands and other communications required
                or otherwise contemplated to be made under this Agreement shall be
                in
                writing and in English and shall be provided by one or more of the
                following means and shall be deemed to have been duly given (i) if
                delivered personally, when received; (ii) if transmitted by facsimile,
                on
                the date of transmission with receipt of a transmittal confirmation;
                or
                (iii) if by international courier service, on the fourth (4th)
                business day following the date of deposit with such courier service,
                or
                such earlier delivery date as may be confirmed in writing to the
                sender by
                such courier service. Unless otherwise instructed, all such notices,
                requests, demands and other communications shall be addressed to
                Parties
                at their addresses and/or fax numbers as follows.
                

            


    

     

    If
      to
      Distributor:

     

    Global
      Infomercial Services, Inc.

    10735
      South Cicero Avenue

    Suite
      201

    Oak
      Lawn,
      IL 60453

    Phone:
      708-229-2424

    Fax:
      708-229-2407

    
Attention:
      Scott F. Reid, President

     

    With
      copy
      to Jean M. Roche

     

    Jean
      M. Roche & Associates

    Attorneys
      at Law

    10735
      South Cicero Avenue

    Suite
      205


    Oak
      Lawn,
      IL 60453

    Phone
      708-423-1505

    Fax
      708-423-3822

    


    If
      to
      Supplier:

     

    Aerogrow
      International Inc.

    6075
      Longbow Drive

    Boulder,
      Colorado 80301

    Phone:
      303-444-7755

    Fax:
      343-444-0406

    Attention:
      Mitchell Rubin, CFO

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	12.9.  	
              No
                Waiver.
                Failure by either Party to enforce any provision of this Agreement
                will
                not be deemed a waiver of future enforcement of that or any other
                provision.

            


    

     

    
      	12.10.  	
              Force
                Majeure.
                Neither Party shall be responsible for any failure to perform due
                to
                unforeseen circumstances or to causes beyond the Party’s reasonable
                control, including, but not limited to, acts of God, war, terrorist
                act,
                riot, embargoes, acts of civil or military authorities, government
                orders,
                changes in statutes, rules, or regulations, fire, floods, or accidents.
                In
                the event of any such failure to perform, the Party in delay may
                defer the
                required performance date only for a period equal to the time of
                event of
                force majeure is in effect. The Parties acknowledge that the lack
                of
                liquidity by one Party shall not constitute a Force Majeure event
                and that
                this Section
                12.10 will not be applicable to any payment obligations of either
                party.

            


    

     

    
      	12.11.  	
              Severability.
                If any provision of this Agreement is determined to be invalid or
                unenforceable, the provision shall be deemed to be severable from
                the
                remainder of this Agreement and shall not cause the invalidity or
                unenforceability of the remainder of this Agreement. The Parties
                shall
                make their best efforts in order to render effective such provisions
                of
                this Agreement not affected thereby and this Agreement will continue
                in
                full force and effect.

            


    

     

    
      	12.12.  	
              Amendments.
                This Agreement may be modified or amended only in writing, signed
                by both
                of the Parties.

            


    

     

    
      	12.13.  	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument. Delivery of an executed counterpart
                of this
                Agreement by facsimile or .pdf/e-mail copy will be deemed as effective
                as
                delivery of an originally executed counterpart.


            


    

     

    
      	12.14.  	
              Entire
                Agreement.
                This Agreement, including all Exhibits, constitutes the entire agreement
                among the Parties with respect to the subject matter hereof and supersedes
                all prior agreements, understanding or representations, oral or written
                between the Parties hereto regarding such
                matter.

            


    

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the
      Effective Date.

     

    
      	
              GLOBAL
                INFOMERCIAL SERVICES ("DISTRIBUTOR")

               

               

              BY:
                Scott. F. Reid

               

              TITLE:
                President

               

              SIGNATURE: _____________________________

            	
              AEROGROW
                INTERNATIONAL INC. 

              ("SUPPLIER")

               

              BY:
                Mitchell
                Rubin 

               

              TITLE:
                CFO

               

              SIGNATURE:
                ______________________________

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

     

    AeroGrow
      has filed 19 patent applications in the United States to protect its
      technologies and products. These applications are for:

     

    ·  seed
      germination pods that transport, support and germinate seedlings in aeroponic
      or
      hydroponic devices and support the growth of the plant to maturity, filed in
      November 2003, application serial number 10/714,786, and responded to examiner’s
      second action,

     

    ·  use
      of
      infrared beams to measure plant roots which creates a basis for the regulation
      of nutrients, oxygen and plant growth, filed in December 2003, application
      serial number 10/748,321, and responding to examiner’s second
      action,

     

    ·  PONDS
      (passive, osmotic nutrient delivery system) technology, which is a nutrient
      delivery system using no moving parts, filed in March 2005, application serial
      number 11/079,054,

     

    ·  RAIN
      (rain-aerated ionized nutrient) system technology, which hyper-oxygenates and
      ionizes plant roots in AeroGrow’s kitchen garden systems, filed in March 2005,
      application serial number 10/528,110,

     

    ·  rainforest
      growing dome for maximizing germination, filed in April 2005, application serial
      number 11/098,176, and responded to examiner’s second action,

     

    ·  growing
      basket for optimizing liquid and nutrient delivery, filed in April 2005,
      application serial number 11/111,553, and responding to examiner’s second
      action,

     

    ·  methods
      for growing plants using seed germination pods, filed in April 2005, application
      serial number 11/112,269, and responding to examiner’s second
      action,

     

    ·  devices
      and methods for growing plants by measuring liquid or nutrient usage rate,
      the
      adaptive growth learning technologies, filed in December 2005, application
      serial number 11/321,368,

     

    ·  time-release
      oxygen generating nutrient compositions and methods for growing plants, filed
      in
      December 2005, application serial number 11/321,910,

     

    ·  pH
      buffered plant nutrient compositions and methods for growing plants, filed
      in
      December 2005, application serial number 11/321,023,

     

    ·  apparatus
      and methods for delivering photoradiation to plants, filed in June 2006,
      application serial number 60/814,853, 

     

    ·  smart
      garden devices and methods for hydroponic gardens, filed in June 2006,
      application serial number 11/455,364,

     

    ·  indoor
      gardening appliance, filed in August 2005, application serial number 29/235,880,
      

     

    ·  master
      gardener baskets and methods for growing plants, filed in August 2006,
      application serial number 60,840,575,

     

    ·  devices
      and methods for growing plants, filed in January 2007, application serial number
      11/653,121,

     

    ·  indoor
      gardening appliance, filed in January 2007, application serial number
      29/271,260,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ·  indoor
      gardening appliance, filed January 2007, application serial number 29/271,259,
      and

     

    ·  systems
      and methods for controlling liquid delivery and distribution to plants, filed
      January 2007, application serial number 11/654,164.

     

    AeroGrow
      has filed 28 trademark applications in the United States (7 of which have been
      allowed) and three trademark applications designating 33 countries, which it
      intends to prosecute to protect its products and brand equity. The applications
      are for:

     

    ·  Farmers
      Market Fresh, filed in July 2005, application serial number 78671280, and
      allowed,

     

    ·  Kitchen
      Harvest filed in December 2005, application serial number 78781094,


     

    ·  AeroGarden
      filed in December 2005, application serial number 78781935, and
      allowed,

     

    ·  Farmer’s
      Market in Your Kitchen, filed in March 2006, application serial number 78836826,
      and allowed,

     

    ·  Off
      the
      Plant and Into the Pot, filed in March 2006, application serial number 78836758,
      and allowed,

     

    ·  Cut
&
      Cook, filed in March 2006, application serial number 78836736, and
      allowed,

     

    ·  Bio-Dome,
      filed in March 2006, application serial number 78836718, and
      allowed,

     

    ·  AeroPod,
      filed in March 2006, application serial number 78836577, and
      allowed,

     

    ·  AeroGarden,
      filed in Mexico in June 2006, application serial number 790722, and responding
      to examiner’s action,

     

    ·  AeroGarden,
      filed in 31 countries under the Madrid Protocol in June 2006, application serial
      number A0005030,

     

    ·  AeroGarden,
      filed in Canada in June 2006, application serial number 1,305,822, 

     

    ·  International
      Gourmet, filed in May 2006, application serial number 78874379, and about to
      publish,

     

    ·  Farmer’s
      Market Fresh, filed in May 2006, application serial number 78882877, and
      responding to examiner’s action,

     

    ·  AeroGrow,
      filed in April 2005, application serial number 78614573, responded to examiners
      first action and suspended,

     

    ·  MiniGarden,
      filed in August 2006, application serial number 78955672,

     

    ·  GrowNow,
      filed in August 2006, application serial number 78955692, and responding to
      examiner’s action,

     

    ·  Green
      Thumb Guarantee, filed in September 2006, application serial number
      77007729,

     

    ·  BioTransport,
      filed in September 2006, application serial number 77009465,

     

    ·  Herb
      Appeal, filed November 2006, application serial number 77045636,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ·  Strawberry
      Patch, filed November 2006, application serial number 77045993

     

    ·  Sweet
      Rubies, filed December 2006, application serial number 77058522,

     

    ·  Plug
      & Grow, filed December 2006, application serial number
      77058534,

     

    ·  Even
      Better Than Organic, filed December 2006, application serial number 77070519,
      and responding to examiner’s action, 

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073259, and responding to
      examiner’s first action,

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073339, and responding to
      examiner’s first action, 

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073345, and responding to
      examiner’s first action,

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073362, 

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073424,

     

    ·  AeroGarden,
      filed December 2006, application serial number 77073448, and

     

    ·  Herb
      `n
      Serve, filed January 2007, application serial number 77095536.

     

    


     

    TRADEMARKS

     

    
      	
              Title

            	
              Country

            	
              Number

            	
              Date
                of Renewal

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [REDACTED]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    


    TERRITORY

     

    


     

    Exclusive
      rights in Japan, and Taiwan

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    


    [REDACTED]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    INSPECTION
      AND REPAIR GUIDELINES

     

    1) Distributor
      shall conduct inward inspection based on the Specifications. Among other things,
      the AQL and MIL-STD-105E (or equivalent standard used in the Territory) single
      sampling plan, with AQL minor 4.0 and major 1.0, shall be used in determining
      and acceptable defect level (an “Unacceptable Defect Level”).

     

    2) Distributor
      shall inform Distributor and Supplier if the inspection reveals an Unacceptable
      Defect Level and the Parties will discuss and agree to a remedy within three
      (3)
      business days. If an agreement is not reached within three (3) business days,
      Supplier hereby agrees to allow Distributor to conduct a one hundred percent
      (100%) inspection of all units received in that shipment, at Supplier’s cost,
      provided that the inspection cost per unit does not exceed ten percent (10%)
      of
      the unit price FOB value. Distributor shall invoice Supplier the lesser of
      the
      actual cost of inspection or the labor cost of $20/hour to perform the
      inspection. (Additionally, in the event the inspection reveals minor defects
      and
      such defective units can be refurbished or repaired in the Territory,
      Distributor will promptly inform Supplier, and if Supplier does not respond
      within three (3) business days, Distributor may proceed with the refurbishment
      and repair, provided that the refurbishing cost per unit does not exceed an
      additional ten percent (10%) of the unit price FOB value. Distributor shall
      invoice Supplier based on the lesser of the actual labor cost to refurbish
      or
      repair the units and the labor cost of $20/hour to perform the refurbishment
      plus,
      in
      addition and separately, any other actual expense incurred during the
      refurbishment, including spare parts, tools, materials, fixtures and
      detergents.)

     

    3) In
      the
      event defective units will not be refurbished or repaired, Distributor shall
      return such units to Supplier at Supplier’s expense and Distributor shall
      receive a one-for-one replacement, or, at Distributor’s sole option, a refund
      will be applied towards the next purchase order. Upon Supplier’s request,
      Distributor shall return such units to Supplier at Supplier’s expense. In the
      event that Supplier does not wish to have the defective units returned to it,
      Supplier shall reimburse Distributor for disposal costs.

     

    4) In
      the
      event that more than two percent (2%) of Product shipped to Distributor under
      any one Purchase Order fails to conform to the Specifications or the AQL, such
      non-conformance shall be considered an endemic
      problem,
      and, in
      addition to a refund on all rejected Product, Distributor may, at its sole
      option and discretion, as a non-exclusive remedy, terminate this Agreement
      for
      breach in accordance with its terms, cancel all pending Purchase Orders, and
      receive a refund of all monies paid to Supplier for such orders. Distributor
      may
      also return all previously undiscovered non-conforming Product still in its
      inventory.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F 

    


    FORMAT
      OF REGISTRATION OF EXCLUSIVE USE RIGHT OF THE
      TRADEMARKS

    


    LETTER
      OF LICENSE

    


    


    Date
      Month, Year

    


    Trademark
      Registration No.  

    (Japanese
      Trademark Application No.)

    


    


    We
      hereby
      agree to establish the following registered license concerning the trademark
      mentioned above.

    


    
      	1.  	
              The
                scope of the registered exclusive
                license.

            


    

    Area: 

    Term:
      During the valid term of this trademark

    Contents:
      All

    


    


    Registered
      Exclusive License Owner

    Address:

     

     

    Name:
       

    Representative: 

    


    


    Trademark
      Owner

    Address:  

     

     

    Name: 

    Representative:

     

     

    ____________________________________
      

                (Signature)

     

    Nationality: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

    


    [REDACTED]