VIDEO
      DISTRIBUTION AGREEMENT

     

    BUSINESS
      TERMS SCHEDULES

     

    
      	
              1. 

            	 	
              AGREEMENT
                DATED AS OF: 

            	 	
              September
                25, 2007

            
	 	 	 	 	 
	
              2.

            	 	
              PARTIES:

            	 	 
	 	 	 	 	 
	
            	 	
              uKarma:

            	 	
              uKarma
                Corporation (a California corporation)

              520
                Broadway, Suite 350

              Santa
                Monica, CA 90401

            
	 	 	 	 	 
	
               

            	 	
              Northern
                Response:

            	 	
              Northern
                Response International Limited

              18
                Skagway Avenue

              Toronto,
                Ontario, M1M 3V1, Canada

            
	 	 	 	 	 
	
              3.

            	 	
              TRADEMARKS:

            	 	
              uKarma,
                Xflowsion, Triple Training, Calm Down Dog, Amazing Abs, Body Blast,
                Dreams
                Realized, Look Great Outside, Feel Great Inside, Mind Blowing Fitness
                for
                Every Body, The most fun you’ll ever have working out, ultimate cross
                training for mind, body, and spirit.

            
	 	 	 	 	 
	
              4.

            	 	
              THE
                PROGRAMS:

            	 	 
	 	 	 	 	 
	 	 	
              PROGRAMS:

            	 	
              Xflowsion
                (Yoga/fitness video series), including the following “workouts:” Live in
                Hollywood; Amazing Abs; Body Blast; Calm Down Dog; Dreams Realized
                (audio
                CD); and Anytime Anywhere (Audio CD). Programs may also include certain
                printed content including the following: Real Meals Guidebook; and
                Moves
                and Grooves Fitness Guide.

            


    

     

    
      	
              INFOMERCIALS:
                30-minute (and shorter) audio-visual programming produced by uKarma
                to
                advertise, market, promote and sell the Programs by direct response
                television advertising.

            


    

     

    
      	
              5.

            	 	
              TYPE
                OF LICENSE:
                i) exclusive right and license for Northern Response to broadcast
                the
                Infomercial and non-exclusive right to use the uKarma Marks and to
                market,
                distribute and sub-license the Licensed Works; ii) Exclusive right
                and
                license for Northern Response to market, distribute, sub-license
                the
                Programs, in any Home Video Formats through all channels of distribution
                except as otherwise provided for herein; provided that uKarma can
                accept
                and fulfill orders worldwide through its owned and/or operated websites
                (collectively, “uKarma’s Websites”) including but not limited to
                www.xflowsion.com
                and www.uKarma.com.
                For purposes of this Agreement, “Home Video Formats” means all physical
                home video formats whether now known or hereinafter devised, including
                but
                not limited to VHS, Digital VHS, HDTV-VHS, DVD, Blu-Ray, HD-DVD,
                DVD-ROM,
                CD-ROM, UMD and all other forms of physical home video programming,
                but
                excluding all forms of distribution via the Internet (including,
                without
                limitation, streaming, electronic sell-through and all other forms
                of
                digital distribution).

            


    

     

    
      
        i

      

      
        
          INITIALS:
            uKarma
            _______


          Northern
            Response_______

        

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	 	
              THE
                USE OF THE UKARMA MARKS:

            	 	
              Non-exclusive
                right and license to use the uKarma Marks in the Distribution and
                Sale of
                the Programs in the Territory, including but not limited to the use
                of the
                uKarama Marks in the Infomercial.

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              7.

            	
               

            	
              THE
                TERRITORY:

            	
               

            	
              The
                world, excluding the United States, its territories, commonwealths
                and
                possessions.

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              8.

            	
               

            	
              DEADLINE
                DATES:

            	
               

            	
               

            


    

     

    
      	
               

            	
               

            	
              THE
                TERM:

            	
              THE
                COMMENCEMENT DATE: October 15, 2007

            
	
               

            	
               

            	
               

            	
              THE
                EXPIRATION DATE: February 14, 2008

            


    

     

    
      	
               

            	
               

            	
              RENEWAL
                TERMS:
                The Term of this Agreement shall automatically renew for additional
                four
                (4) month periods unless uKarma provides Northern Response thirty
                days
                prior written notice of its desire to terminate the
                Agreement.

            
	
               

            	
               

            	
               

            
	
              9.

            	
               

            	
              FEES:
                Northern Response shall pay 50% (of the total amount due uKarma in
                each
                instance) in advance and 50% prior to pickup in US Dollars to uKarma,
                via
                wire transfer, the Wholesale Price for each Unit ordered as follows:
                for
                distribution in Canada, $16.50 and for distribution in the Territory
                but
                outside of Canada, $14.50. All Distribution Costs (or an estimate
                thereof)
                shall also be paid in advance with each Program Unit
                order.

            


    

     

    DISTRIBUTION
      COSTS: All Distribution Costs shall be borne by Northern Response, or its
      Affiliates, sub-distributors or sub-licensees. “Distribution
      Costs”
shall
      mean all costs incurred in connection with delivery of the Programs (and any
      Units thereof); all costs incurred in connection with duplication of the
      Programs for Northern Response (including without limitation, addition of the
      alternative language audio tracks into the non-English language versions of
      the
      Programs); all costs of prints, costs of packing, transportation and insurance
      from the country of origin to the country of distribution; custom duties,
      alteration fees, sales, use, excise and franchise taxes, import taxes; all
      costs
      of subtitling or dubbing; promotional and publicity expenses including paid
      advertising; and expenses in recovering debts from defaulting distributors.
      “Units”
mean
      units of the Programs manufactured in any Home Video Format. “Affiliates”
mean
      any other company that directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control with
      the
      applicable Party hereunder. 

     

    
      	10.	
              BANK
                INFORMATION FOR WIRE PAYMENT:

            


    

     

     

    
      
        	 	
                Account
                  Name:

                 

                Account
                  No.:

                 

                Bank
                  Address:

                 

                ACH/
                  Wire Routing Number:

              	 


      


     

    
      
        ii

      

      
         INITIALS:
          uKarma
          _______

          Northern
            Response_______

        

        
          

        

      

      
         

      

    

     

    
      	11.	
              ADDRESS
                FOR NOTICE:

            


    

     

    
      	To uKarma:	 	uKarma Corporation
	 	 	
               

            
	 	 	
              520
                Broadway, Suite 350

              Santa
                Monica, CA 90401

              Attn:
                Bill Glaser

              Ph:
                310-998-8909 

              Fax:
                310-861-0542

              


               

              With
                a copy to (which copy shall not constitute notice):

              


              Mary
                Innis

              Loeb
                & Loeb LLP

              321
                North Clark Street, Suite 2300  

              Chicago,
                IL 60610

              Ph:
                312-464-3133

              Fax:
                312-803-2120

            
	 	 	 
	 	 	 
	To Northern Response:	 	Northern Response International
              Limited
	 	 	
              18
                Skagway Avenue

              Toronto,
                Ontario, M1M 3V1, Canada

              Attn:
                David Baldassi

              Ph:
                416-261-6699 (ext. 307) 

              Fax:
                416-261-4159

              e-mail:
                david@nresponse.com

            


    

     

    
      
        	12.	 	
                LAW
                  AND JURSIDCTION:

              	 	 
	 	 	 	 	 
	 	 	GOVERNING
                LAW:	 	The laws of the State of California,
                USA.
	 	 	 	 	 
	 	 	EXCLUSIVE
                JURISDICTION:	 	Arbitration before a retired judge
                on the
                Entertainment Panel of JAMS in Santa Monica,
                California.


      

       

    

     

    
      
        iii

      

      
         INITIALS:
          uKarma
          _______

          Northern
            Response_______

        

        
          

        

      

      
         

      

    

     

    UKARMA
      CORPORATION

    (uKarma)

     

     

    
      	By:	 	 	 
	 	 	 	 
	Its:	 	 	 
	 	 	 	 
	Date:	 	 	 
	 	 	 	 
	 
	
              NORTHERN RESPONSE INTERNATIONAL LIMITED

              (Northern Response)

            
	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	Its:	 	 	 
	 	 	 	 
	Date:	 	 	 


    

     

     

    
      
        iv

      

      
        INITIALS:
          uKarma
          _______

          Northern
            Response_______

        

        
          

        

      

      
         

      

    

    VIDEO
      DISTRIBUTION AGREEMENT

     

    STANDARD
      TERMS AND CONDITIONS

     

    This
      Video Distribution Agreement, by and between the parties described in Schedule
      2
      of the Business Terms attached hereto (“uKarma” and “Northern Response”), the
      Standard Terms and Conditions, the Appendices and Exhibits and the Business
      Terms (collectively, the “Agreement”), is made as of the date set forth in
      Schedule 1 of the Business Terms (the “Effective Date”).

     

    WHEREAS,
      uKarma has certain rights in and to the trademarks set forth in Schedule 3
      (collectively, the “uKarma Marks”);

     

    WHEREAS,
      uKarma and/or its Affiliates, also has certain rights, including copyright,
      to
      the Programs and certain other audio-visual programming and photographic and
      digitized images provided to Northern Response pursuant to this Agreement
      (collectively with the Infomercials and uKarma Marks, the “Licensed
      Works”);

     

    WHEREAS,
      Northern Response recognizes that the uKarma Marks and the Licensed Works have
      been used:

     

    	a.  	
            in
              the Programs produced, owned and distributed by
              uKarma;

          


     

    	b.  	
            in
              advertising, publicity and home video productions and allied fields
              by
              uKarma; and

          


     

    	c.  	
            in
              promotional and advertising materials in diverse businesses by
              uKarma.

          


     

    WHEREAS,
      Northern Response recognizes and acknowledges that the uKarma Marks are
      well-known and recognized by members of the general public and the trade, and
      are associated in the public mind exclusively with uKarma, and are designations
      in which uKarma has acquired considerable and valuable goodwill.

     

    NOW,
      THEREFORE, in consideration of the mutual premises herein contained, and
      intending to be bound by this Agreement, the parties agree as
      follows:

     

    	1.  	
            GRANT
              OF LICENSE.

          


     

    	a.  	
            Grant.
              Upon and subject to the terms and conditions hereinafter set forth,
              uKarma
              hereby grants to Northern Response, and Northern Response hereby accepts,
              the right, license and privilege specified in Schedule
              5
              (with the right to sublicense as permitted hereunder) in the geographic
              areas specified in Schedule
              7
              (the “Territory”).
              Such right, license and privilege is hereinafter called the “License.”
              The Programs shall be selected from time to time by mutual agreement
              of
              uKarma and Northern Response, but uKarma shall have the sole discretion
              to
              approve or disapprove each requested selection. Northern Response shall
              bear uKarma’s cost of duplication and delivery of all Programs to Northern
              Response or its Affiliates, sub-distributors or sub-licensees. In
              addition, Northern Response shall produce and provide to uKarma (or
              its
              designee) dubbed and/or subtitled language tracks of all Programs not
              in
              the English language to be distributed hereunder. uKarma (or its designee)
              shall be responsible for manufacturing and duplicating all such
              alternative language Programs.

          


     

    
      
        1

      

      
        INITIALS:
          uKarma
          _______

          Northern
            Response_______

        

        
          

        

      

      
         

      

    

     

    	b.  	
            In
              connection with the License, uKarma hereby also grants to Northern
              Response the following rights:

          


     

    	i.  	
            To
              publicize, advertise and exploit the rights granted to Northern Response
              hereunder and to cause or permit others to do so, subject to the
              provisions of this Agreement. In that regard, uKarma hereby grants
              to
              Northern Response solely for the purpose of advertising, publicizing
              and
              promoting the rights herein granted to Northern Response in the Programs,
              subject to any restrictions or conditions by which uKarma is bound,
              the
              right: to publish or cause to be published synopses, summaries and
              resumes
              of the Programs in all advertising media; to use the Infomercials to
              advertise and promote the sale of the Programs, provided that Northern
              Response or its Affiliates, sub-distributors or sub-licensees shall
              be
              responsible for any language dubbing, alterations to conform to local
              law
              and payment of all fees for the Infomercials to run on local television;
              to use the name, approved likeness and approved biography of any performer
              rendering services in connection with such Programs and/or Infomercials;
              to use the title of such Programs and/or Infomercials, music recorded
              in
              such Programs and artwork and design used in connection with such Programs
              and/or Infomercials; provided, however, no use shall constitute a direct
              or implied endorsement of any product or
              service.

          


     

    	ii.  	
            To
              distribute the Programs including dubbed and subtitled versions of
              the
              Programs and Infomercials at Northern Response’s or its Affiliates’,
              sub-distributors’ or sub-licensees’ sole cost and expense. uKarma shall
              provide Northern Response with DVDs of the Programs for preparation
              of the
              dubbed and subtitled versions of the Programs. Northern Response shall
              provide the dubbed and/or subtitled language tracks to uKarma. uKarma
              shall approve or disapprove each dubbed or subtitled version within
              a
              reasonable period of time following uKarma’s receipt thereof, and
              thereafter arrange for the manufacture and duplication of the required
              Home Video Formats and deliver same to Northern Response. uKarma shall
              provide masters of the Infomercials to Northern Response for preparation
              of dubbed and subtitled versions and any other alterations required
              for
              distribution in the Territory. Northern Response shall provide the
              dubbed
              and/or subtitled versions of the Infomercials to uKarma for approval
              within a reasonable period of time following uKarma’s receipt thereof.
              

          


     

    
      
        2

      

      
        INITIALS:
          uKarma
          _______

          Northern
            Response_______

        

        
          

        

      

      
         

      

    

     

    	iii.  	
            The
              right to associate appropriately the uKarma Marks with the Programs
              and/or
              Infomercials, but only for the following limited purposes: (A) to increase
              sales of the Programs pursuant to this Agreement; (B) to identify uKarma
              as exclusive owner of the Programs; (C) to enhance consumer awareness
              of
              the uKarma Marks and uKarma’s publications, videos, images, other content,
              and talent; and (D) to increase uKarma’s goodwill and the value of the
              uKarma Marks.

          


     

    	c.  	
            Northern
              Response may sublicense the rights granted under this Agreement only
              to
              third party distributors known to Northern Response as necessary to
              exploit the rights granted under this Agreement; provided
              that (i) each sublicensee must agree in writing to be bound by the
              terms
              of a separate Agreement to be mutually agreed to by both parties hereto
              and the material terms of this Agreement must be incorporated into
              each
              agreement between Northern Response and its sublicensees) concerning
              the
              Licensed Works and name uKarma an express third party beneficiary thereof;
              and (ii) a breach by such sublicensee of such agreement shall constitute
              a
              breach by Northern Response of this Agreement. Northern Response shall
              be
              responsible for all sublicenses granted pursuant to this Agreement
              and
              shall indemnify uKarma, consistent with Section
              8
              hereof, for all Losses caused by its sublicensees.
              

          


     

    	d.  	
            uKarma
              will at all times have unrestricted free access to all alternate language
              tracks and dubbed versions of the Programs and Infomercials, advertising
              and promotional materials, artwork and other materials created by Northern
              Response pursuant to this Agreement. Northern Response will promptly
              give
              uKarma notice of each person who prepares any dubbed or subtitled tracks
              for the Programs and Infomercials and of each laboratory or facility
              where
              the tracks are located. Promptly after completion of any dubbed or
              subtitled version of the Programs and Infomercials, Northern Response
              will
              provide uKarma with immediate unrestricted free access to all dubbed
              and
              subtitled tracks. uKarma will immediately become the owner of the
              copyright in all dubbed and subtitled tracks, subject to a non-exclusive
              free license in favor of Northern Response to use such tracks during
              the
              Term solely for exploitation of the rights licensed hereunder. If such
              ownership is not allowed under a law in the Territory, then Northern
              Response will grant uKarma a non-exclusive free license to use such
              dubbed
              or subtitled tracks worldwide in perpetuity without
              restriction.

          


     

    	e.  	
            Subject
              to Section
              1.c.
              hereof, in any permitted sublicense or other assignment of the rights
              granted herein, Northern Response shall absorb all fees and costs of
              its
              sublicensees and/or assignee, such that there shall be no reduction
              in the
              sums otherwise payable to uKarma hereunder by reason of any sublicense
              or
              other assignment. Northern Response shall not enter into any arrangement
              for the distribution or exploitation of the Programs outside of the
              Territory. 

          


    
       

      
        
          3

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	f.  	
            All
              rights not specifically granted to Northern Response under this Agreement
              are hereby reserved by uKarma for its use or disposition, and uKarma
              may
              exploit any such rights during the Term in the Territory. Northern
              Response shall exploit the rights herein granted by uKarma diligently,
              conscientiously and to the best of its ability to maximize revenues,
              such
              commitment being of the essence of this Agreement and a material
              inducement to uKarma to enter into this
              Agreement.

          


     

    	g.  	
            Notwithstanding
              Section
              1.a.
              above and the exclusive license specifically granted in this Agreement,
              Northern Response agrees that uKarma may itself exploit some or all
              of the
              rights granted herein in the Territory but only to the extent that
              English
              language Home Video Formats are purchased directly by consumers in
              the
              Territory through uKarma’s Websites. 

          


     

    	h.  	
            Northern
              Response hereby acknowledges the great value of the goodwill associated
              with the uKarma Marks and the worldwide recognition of same and that
              the
              proprietary rights therein, and goodwill attached thereto, are solely
              and
              exclusively owned by uKarma and that the uKarma Marks and other words,
              devices, designs and symbols have a secondary meaning that is firmly
              associated in the minds of the general public exclusively with uKarma
              and/or its Affiliates and related companies and their respective videos,
              published material, products and other activities; and any additional
              goodwill attached to the uKarma Marks, created through the use of such
              Marks by Northern Response shall inure to the benefit of uKarma alone.
              During and after the Term, Northern Response shall not itself and shall
              not assist any person or entity to: (i) challenge the scope, validity,
              or
              enforceability of, or title to, any of the Licensed Works; (ii) do,
              omit
              to do or permit anything that is likely to diminish the rights of uKarma
              in the Licensed Works or endanger the value or validity of the Licensed
              Works or bring them into disrepute; (iii) register or seek to register
              any
              Licensed Works, whether as a trademark, legal entity name, Internet
              domain
              name, copyright or otherwise, or impair, threaten, block or cancel
              any
              application or registration therefor owned by uKarma or its designees;
              (iv) edit, alter or otherwise use the uKarma Marks in any forms not
              specifically approved in writing by uKarma, including without limitation
              combining one or more uKarma Marks with other words or devices so as
              to
              create a unitary mark, combined mark, joint mark or co-branding scheme;
              (v) do anything or fail to do anything that is likely to diminish the
              rights of uKarma in the uKarma Marks or to impair any registration
              of the
              uKarma Marks or to endanger the value or validity of any of the uKarma
              Marks or to bring any of the uKarma Marks to disrepute or to jeopardize
              any regulatory or other relevant consents, permits or approvals relating
              to any of the Programs; or (vi) use any of the uKarma Marks (or any
              designation incorporating the uKarma Marks, or any designations similar
              thereto or derived therefrom) in any form not approved in advance and
              in
              writing by uKarma. Northern Response shall execute and deliver registered
              user trademark statements to uKarma as uKarma requests from time to
              time.
              Northern Response shall execute all papers and perform such other acts
              as
              uKarma reasonably requests to transfer to uKarma any ownership interest
              in
              and to any Licensed Works that Northern Response acquires notwithstanding
              the provisions of this Agreement.

          


     

    
      
        
          4

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	i.  	
            Alteration
              of Programs and/or Infomercials.

          


     

    	i.  	
            Northern
              Response shall distribute the Programs and use the Infomercials in
              their
              entirety as delivered, and Northern Response agrees not to itself,
              nor
              will it authorize or permit any third party to, cut, edit, change,
              alter,
              modify or add to prints of the Programs and Infomercials. Northern
              Response or any of its permitted sublicensees shall however edit prints
              of
              the Programs and Infomercials solely to meet governmental requirements
              (including, without limitation, advertising and other consumer protection
              laws and regulations); but under no circumstances shall Northern Response
              delete, edit, alter or reposition the main or end titles or any part
              thereof or the copyright notice or the credits. In addition, Northern
              Response can edit infomercials for pricing and offer changes. voice-over
              in terms of language and script, local 800 numbers, and other related
              edits for the purpose of finding the ideal marketing language for
              particular markets within the Territory. In the event that any edits
              shall
              be required to be made as herein provided, Northern Response shall
              give
              uKarma reasonable prior notice thereof and all such alterations shall
              require the prior approval of uKarma. It is expressly understood and
              agreed that uKarma shall have no responsibility whatsoever for, and
              shall
              not be liable in any way to Northern Response (or any of its permitted
              sublicensees) because of, any act of any regulatory board or other
              governmental authority in the Territory save and except for a breach
              of
              uKarma’s representations and warranties in section 7.a. Any breach of the
              terms of this paragraph (save and except for a breach caused by uKarma’s
              breach of its representations and warranties) shall constitute a material
              default entitling uKarma at its election and in addition to any other
              rights or remedies available to uKarma and without releasing or
              discharging Northern Response from any liability hereunder, to terminate
              this Agreement in whole or in part.

          


     

    	ii.  	
            Compliance
              with all laws.
              Northern Response or its sublicensees shall include all labels and
              notices
              required by applicable local laws and regulations on the Programs and/or
              Infomercials. Northern Response shall at all times comply with all
              laws,
              rules, regulations and ordinances applicable to its performance of
              and
              actions taken in connection with this Agreement. Northern Response
              will
              not violate any applicable material federal, state or local law or
              regulation of any country in which the distribution of the Programs
              and
              use of the Infomercials takes place. It is solely Northern Response’s (or
              any of its permitted sublicensees’) responsibility to determine the law
              and applicable standards and whether Northern Response’s distribution or
              the Programs and use of the Infomercials in any country within the
              Territory will violate the applicable laws and
              standards.

          


     

    
      
        
          5

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	j.  	
            Publicity
              and Promotional Materials; Videos and Packaging for
              Videos.

          


     

    	i.  	
            uKarma
              shall have the right to approve all advertising and promotional materials
              in any media whatsoever in connection with the exploitation of any
              rights
              granted hereunder and the distribution of the Programs, as well as
              (without limiting the foregoing) the packaging used in connection with
              videos of the Programs prepared by or under the authority of Northern
              Response (collectively the “Promotional Materials”), including, without
              limitation, the concept and design therefor and all copy, photographs,
              stills and illustrations. Upon written request, Northern Response shall
              furnish all such Promotional Materials to uKarma for inspection and
              approval at various stages of preparation when reasonably possible,
              but in
              no event shall any such Promotional Materials be utilized or released
              by
              Northern Response unless and until uKarma shall have approved same.
              uKarma
              agrees to approve or disapprove each submission of Promotional Materials
              within a reasonable period of time following uKarma’s receipt thereof;
              provided, however, any submission not specifically approved by uKarma
              shall be deemed disapproved. Without limitation of the foregoing, to
              the
              extent uKarma delivers to Northern Response advertising and promotional
              materials, Northern Response shall not be required to submit same to
              uKarma for approval in accordance with the foregoing, provided Northern
              Response makes no changes thereto (other than changing the copy from
              English to the native language of the applicable country in the
              Territory).

          


     

    	ii.  	
            Northern
              Response shall have the right, subject to the provisions hereof,
              including, without limitation, uKarma’s approval rights set forth in
              subparagraph 1.j.i. above, to use film or video clips of no more than
              sixty (60) seconds in duration from the Programs and uKarma’s name solely
              to advertise and promote the distribution of the Programs by Northern
              Response, provided no such use may constitute a direct or implied
              endorsement of any product or service. Without limitation of the
              foregoing, to the extent uKarma delivers to Northern Response one or
              more
              promotional videos, Northern Response shall not be required to submit
              same
              to uKarma for approval in accordance with subparagraph 1.j.i. above
              provided Northern Response makes no changes
              thereto.

          


     

    
       

      
        
          6

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	k.  	
            Delivery.

          


     

    	i.  	
            uKarma
              will make (Northern Response acknowledges receipt of certain Materials
              prior to this Agreement) the Materials set forth on Exhibit
              A
              available to Northern Response on or before fifteen (15) days following
              Commencement Date and receipt by uKarma of Northern Response’s written
              request for the Delivery Materials. uKarma will deliver the Delivery
              Materials to Northern Response or to a carrier designated by written
              notice by Northern Response, which shall be deemed to be delivery
              hereunder and uKarma shall not be liable for any default or action
              taken
              or default made in delivery by any other party. The cost of delivering
              all
              Delivery Materials shall be paid by Northern Response. All Delivery
              Materials shall remain the property of uKarma, subject only to the
              right
              of Northern Response to make use thereof in accordance with the terms
              hereof.

          


     

    	ii.  	
            Northern
              Response shall, within ten (10) days of receipt of the Delivery Materials,
              provide notice to uKarma in writing if the Delivery Materials, or any
              part
              thereof, are defective, damaged or incomplete. Any failure by Northern
              Response to deliver such written notification as aforesaid shall be
              deemed
              to be acceptance by Northern Response of such Delivery Materials. In
              the
              event the Delivery Materials, or any part thereof, are defective or
              incomplete, uKarma shall replace such defective, damaged or incomplete
              materials within twenty (20) days of uKarma’s receipt of the
              aforementioned written notification, such twenty (20) day replacement
              time
              not to include the time it takes for
              shipping.

          


     

    	iii.  	
            Northern
              Response hereby agrees, at uKarma’s expense, to return to uKarma at the
              address set out in the Schedule
              2,
              or such other place as uKarma may designate by notice in writing as
              provided herein, all Delivery Materials and all other material associated
              with the Programs delivered to and/or created by Northern Response
              within
              ten (10) days after the earlier of the expiration or termination of
              the
              Term, in the same condition (reasonable wear and tear excepted) as
              such
              Delivery Materials and other materials were delivered to Northern
              Response. 

          


     

    	iv.  	
            Northern
              Response shall take all necessary precautions to safeguard and to prevent
              any unauthorized duplication of the Delivery Materials and any and
              all
              copies, prints and versions thereof.

          


    
       

      
        
          7

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

    

     

    	2.  	
            TERRITORY.
              

          


     

    As
      concerns geographic areas within the Territory that are not part of the European
      Union [as constituted on of the Effective Date of this Agreement] (“EU”),
      Section
      2.a.
      applies
      and Sections
      2.b. and 2.c.
      do not
      apply. As concerns geographic areas within the Territory that are part of the
      EU, Section
      2.a.
      does not
      apply and Sections
      2.b. and 2.c.
      do
      apply. The remainder of Section
      2
      applies
      in all instances.

     

    	a.  	
            The
              License granted hereby extends only to the geographic areas within
              the
              Territory. Northern Response expressly acknowledges and agrees that
              it is
              not licensed to make or authorize any use, direct or indirect, of the
              Licensed Works in any other geographic area, and that it is not licensed
              to, and will not, knowingly sell any Programs to persons or entities
              who
              are likely to make or authorize any such use or resell them in another
              area.

          


     

    	b.  	
            Northern
              Response will enter into a binding data protection safe harbor agreement
              with uKarma for at least the duration of the
              Term.

          


     

    	c.  	
            Except
              as required by Article 81 of the EEC
              Treaty:

          


     

    	i.  	
            The
              License granted hereby extends only to the Territory. Northern Response
              expressly acknowledges and agrees that it is not licensed to make or
              authorize any use, direct or indirect, of the Licensed Works in any
              other
              geographic area.

          


     

    	ii.  	
            Notwithstanding
              the foregoing, as concerns geographic areas of the Territory within
              the
              EU, Northern Response may, if it receives orders from an importer within
              another Member State of the EU, export the Programs to one or more
              other
              geographic areas within the EU outside the Territory, provided that
              Northern Response gives at least thirty (30) calendar days prior written
              notice of the geographic areas concerned. Northern Response may not
              export
              the Programs outside both the Territory and the EU unless the Programs
              are
              destined for ultimate delivery within the Territory or the
              EU.

          


     

    	iii.  	
            In
              any geographic area of the EU other than the Territory, Northern Response
              shall not and shall not permit others to advertise the Programs (by
              use of
              the Infomercials or otherwise), establish any depot, network or other
              facility for the purposes of distributing the Programs, exhibit the
              Programs in any trade fair, show or exhibition, or otherwise pursue
              or
              promote sales of the Programs.

          


     

    	d.  	
            uKarma
              expressly disclaims any and all indemnification obligations and
              representations and warranties shall not apply, as concerns publication,
              reproduction, distribution and all other uses of the Licensed Works
              outside of the Territory.

          


     

    
       

      
        
          8

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	e.  	
            Notwithstanding
              the rights granted to Northern Response in the Territory, Northern
              Response acknowledges that uses of the Licensed Works by uKarma or
              others
              acting with its consent that are not intentionally directed to recipients
              within the Territory but are incidentally accessible or available within
              the Territory (e.g.,
              by virtue of a user within the Territory accessing one of uKarma’s
              Websites intended for users outside of the Territory) shall not be
              deemed
              to violate any other rights granted to Northern Response pursuant to
              this
              Agreement.

          


     

    	f.  	
            Upon
              notice from uKarma, Northern Response shall immediately and permanently
              cease delivering Programs (and/or Infomercials) to any person or entity
              named in such notice as one dealing directly or indirectly with Programs
              in a manner inconsistent with the provisions of this
              Section.

          


     

    	3.  	
            COVENANTS
              OF NORTHERN RESPONSE.

          


     

    	a.  	
            Use.
              Northern Response shall commence any required dubbing of the Programs
              and
              Infomercials, subject to uKarma’s prior approval as heretofore and
              hereinafter required, under the terms of this Agreement within a
              reasonable time following the Commencement Date and upon prior written
              notice to uKarma. Northern Response shall not act in any manner that
              is
              inconsistent with the provisions hereof or which may violate any
              applicable law, rule or regulation.

          


     

    	b.  	
            Best
              Efforts.
              Northern Response shall, throughout the Term and as permitted under
              this
              Agreement, use its best efforts in the advertising, promoting, selling
              and
              distributing, and in any other dealing with or disposal of, the Programs,
              to protect the good name and goodwill associated with the uKarma Marks
              and
              to obtain the greatest number of sales of the Programs throughout the
              Territory and throughout the Term.

          


     

    	c.  	
            Fees.
              Northern Response, in consideration of the License, shall pay to uKarma,
              via wire transfer the wholesale price of each Unit as set forth in
              Schedule
              9
              and below. All payments shall be made in U.S.
              Dollars.

          


     

    	d.  	
            Taxes
              and Fees.
              Northern Response shall be solely responsible for remitting all and
              any
              taxes, fees or charges of any kind levied by any national or local
              government, or government unit or any administrative agency in the
              Territory so that all monies remitted to uKarma hereunder shall be
              free
              and clear of any such costs or expenses. In the event that a local
              income
              tax or withholding tax is assessed against uKarma by a taxing authority
              of
              the Territory, or as otherwise requested by uKarma, Northern Response
              promptly shall furnish uKarma with a receipt for such income tax payment
              in form suited to uKarma’s claim for foreign tax credit under the United
              States Internal Revenue Code, as uKarma may prescribe from time to
              time

          


     

    
       

      
        
          9

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	e.  	
            Statements.
              On the last day of each calendar quarter hereunder (31 March, 30 June,
              30
              September, 31 December), Northern Response shall furnish to uKarma
              or its
              nominee a statement,
              showing for the preceding calendar quarter and the Term through such
              period the number of Programs sold, on a country-by-country basis,
              and
              other information as reasonably requested by uKarma.
              

          


     

    	f.  	
            Time
              is of the Essence.
              Time is of the essence of this Agreement concerning all payment
              obligations and all performance of obligations by Northern Response
              and
              uKarma. Without limiting uKarma’s other remedies for Northern Response’s
              late payment for the Programs, Northern Response agrees to pay interest
              to
              uKarma on any sums of monies owed as set out in this Agreement that
              have
              not been received by uKarma within thirty (30) days following the due
              date. Such interest shall accrue from the due date until the date of
              payment and shall be payable at two
              percentage points
              (2%)
              above the prime rate of interest reported in The
              Wall Street Journal
              on
              the date which is closest to the due date, but in no event higher than
              the
              maximum rate allowed by law.

          


     

    	g.  	
            Loss
              of Rights in or Use of Programs.
              Upon uKarma’s notice that one or more Programs has become unavailable or
              inadvisable for continued use in connection with this Agreement, Northern
              Response shall cease use of such Programs and the parties shall confer
              in
              good faith to select replacement Programs for those so rendered
              unavailable or inadvisable.

          


     

    	h.  	
            Trademark
              and Copyright Notices. Northern Response
              shall:

          


     

    	i.  	
            Affix
              to all Promotional Materials the trademark and copyright notices and
              notices of the sponsorship of uKarma as set forth on Appendix
              A
              and any others uKarma may request from time to time during the
              Term;

          


     

    	ii.  	
            Sell,
              distribute or otherwise deal with Promotional Materials solely in
              connection with the Programs, and shall, upon expiration or termination
              of
              the Agreement, however caused, automatically be deemed to have assigned
              and transferred irrevocably to uKarma, without consideration other
              than
              such nominal consideration as may be required by local law to make
              valid
              any such assignment and transfer, the legal, equitable and beneficial
              ownership of all rights that Northern Response may have acquired to
              any
              word, device, design or symbol used by Northern Response on, or developed
              by Northern Response particularly for use with, one or more of the
              Programs and Promotional Materials during the Term, as well as all
              product
              designs created and used for purposes of this
              Agreement.

          


     

    	iii.  	
            Not
              cause or grant permission to any third persons or entities to acquire
              any
              copyright or other proprietary right in connection with any such word,
              device, design or symbol used by Northern Response in connection with
              one
              or more of the Programs and Promotional
              Materials.

          


     

    
       

      
        
          10

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	i.  	
            Northern
              Response’s promotion of the Programs via an Internet
              website.
              Subject to Northern Response’s compliance with the terms of this
              Agreement, Northern Response may advertise and promote the Programs
              via an
              Internet website of an Affiliate, sub-distributor or sub-licensee (the
              “Website”).
              Northern Response may also advertise and promote the Programs on its
              own
              proprietary website (located at www.shopnorthern.com) and other websites
              approved in advance and in writing by uKarma; provided that Northern
              Response shall not charge less for the Programs than uKarma’s then current
              price. The Website shall not be fee-based or subscription-based for
              users.
              The Website shall not be marketed and/or targeted to U.S. resident
              in any
              way including without limitation by use of search advertising targeted
              to
              U.S. residents. 

          


     

    	i.  	
            Local
              Domain.
              Northern Response (or its Affiliate, sub-distributor or sublicensees)
              shall select, register and maintain the domain name at which the Website
              is hosted (the “Local Domain”). 

          


     

    	ii.  	
            Website
              content.
              Northern Response shall be responsible for all aspects of the Website’s
              content (including without limitation its creation, maintenance, releases,
              rights clearance, legal compliance and payment for all fees and expenses
              incurred in connection with the foregoing). Northern Response agrees
              that
              all provisions of the Agreement shall govern the Website. Without limiting
              the foregoing provisions of this Section, Northern Response promptly
              shall
              supplement, discontinue and otherwise revise its content, advertising
              and
              other Website matter, linking and functions as uKarma may request from
              time to time in writing.

          


     

    	iii.  	
            Website
              use metrics.
              Northern Response agrees to provide uKarma with Website traffic and
              usage
              data as uKarma requests from time to time. Northern Response agrees
              to
              implement traffic and usage metrics and tools as requested by uKarma
              from
              time to time. Northern Response shall include in the Website terms
              of use,
              user agreement, privacy policy and other documents, all disclaimers,
              releases and rights statements to permit Northern Response to provide
              such
              traffic and usage data to uKarma.

          


     

    	iv.  	
            Website
              shutdown.
              Without limiting uKarma’s other remedies, uKarma may withdraw Northern
              Response’s right to operate the Websites, if Northern Response breaches
              Section
              3.i.
              and does not cure such breach within thirty (30) days after uKarma’s
              written notice describing such breach. 

          


    
       

       

      
        
          11

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	j.  	
            Press
              Releases.
              Any press release proposed by Northern Response to be issued shall
              be
              submitted to uKarma for its review and written approval at least five
              (5)
              business days prior to its intended release. Northern Response shall
              not
              release any press statement which has not been approved in writing
              and in
              advance in its entirety by uKarma. Failure of uKarma to approve or
              disapprove a proposed press release, in whole or in part, within five
              (5)
              business days after receipt, shall constitute disapproval. Northern
              Response shall coordinate all public and press relations with uKarma’s
              public relations department. uKarma shall not unreasonably withhold
              approval of proposed press releases, provided
              that Northern Response must implement changes requested by uKarma.
              Northern Response shall not be deemed to have breached the provisions
              of
              this Section
              3.j.
              as
              concerns statements issued by Northern Response in response to media
              inquiries in pursuit of news stories unsolicited by Northern Response,
              provided
              that Northern Response shall inform the media that the response is
              that of
              the Northern Response, and does not necessarily reflect the position
              or
              opinion of uKarma.

          


     

    	4.  	
            QUALITY
              CONTROL/RECALL.

          


     

    	a.  	
            Quality
              Control.
              The Programs (including any wrapping materials), Websites and all
              Promotional Materials, sold, distributed or otherwise disposed of or
              used
              pursuant to and under this Agreement shall bear faithfully reproduced
              uKarma Marks and shall meet the high standards of design, size, color
              and
              style established by uKarma in accordance with this Agreement and Northern
              Response will not knowingly cause or authorize any Program, Website
              or
              Promotional Materials not conforming to the requirements of this Agreement
              to be available for sale or otherwise within the Territory. All Programs,
              Websites, Infomercials used in the Territory shall conform to, and
              comply
              with, in all respects, all federal, state and local laws, rules and
              regulations governing the sale and/or use of such Programs, Websites
              and/or Infomercials, including without limitation and as applicable
              all
              regulations and requirements of governmental bodies in the same capacity
              as the Federal Trade Commission in geographic and political areas outside
              the United States, and successor and affiliate agencies. Northern Response
              shall not cause or authorize:

          


     

    	i.  	
            the
              use of any substandard wrapping materials or mislabeling of
              Programs;

          


     

    	ii.  	
            in
              its actions or omissions under or related to this License, any violation
              of any federal, state or local law or regulation, including, but not
              limited to, regulations imposing advertising standards, privacy (including
              without limitation data collection and retention) or requiring trade,
              content descriptions and/or disclaimers of Programs, Websites and/or
              Infomercials;

          


    
       

      
        
          12

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	iii.  	
            distribution
              (whether as part of the Programs, Websites and/or Infomercials) of
              any of
              the Licensed Works that are detrimental in design or inferior in quality,
              material or workmanship that as presently reflected in uKarma’s use of the
              Licensed Works;

          


     

    	iv.  	
            the
              use of the uKarma Marks or any other word, device or symbol associated
              in
              any way with UKarma in connection with any product, service or activity
              that is not the subject of this License.

          


     

    	b.  	
            Recall.
              Northern Response immediately shall comply at uKarma’s sole expense with
              all governmental or regulatory requirements or recommendations to recall
              or discontinue Programs and/or Infomercials from distribution and to
              remedy their defects (for example, should the use of the Programs pose
              an
              actual or potential public health or safety concern). Northern Response
              will provide uKarma written notice of all such circumstances immediately
              upon Northern Response learning of them and shall update uKarma in
              writing
              no less frequently than weekly until the issue is resolved
              fully.

          


     

    	5.  	
            TERMINATION.

          


     

    	a.  	
            This
              Agreement shall terminate automatically upon written notice by uKarma
              to
              Northern Response, effective on the date specified in such notice,
              should
              one or more of the following circumstances
              occur:

          


     

    	i.  	
            Northern
              Response becomes insolvent, goes into liquidation or receivership,
              has a
              receiver appointed, or is admitted to the benefits of any procedure
              for
              the settlement of debts or be declared
              bankrupt.

          


     

    	ii.  	
            Northern
              Response, or any principal of Northern Response, including any officer
              or
              director, is convicted of a criminal
              offense.

          


     

    	iii.  	
            Northern
              Response uses or permits use of the uKarma Marks or Programs other
              than as
              expressly authorized by this Agreement.

          


     

    	b.  	
            This
              Agreement shall terminate automatically upon written notice by uKarma
              to
              Northern Response, effective on the date specified in such notice,
              should
              one or more of the following circumstances occur and not be cured within
              thirty (30) days of uKarma’s written notice to Northern Response
              describing such circumstances:

          


     

    	i.  	
            Northern
              Response fails to offer for sale all required Programs for any continuous
              three (3) month period during the Term.

          


     

    	ii.  	
            Sales
              or use by Northern Response, or anyone acting with Northern Response’s
              authorization on its behalf, of Programs and Promotional Materials
              without
              the approval required hereunder. 

          


    
       

      
        
          13

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	iii.  	
            Northern
              Response fails to pay all applicable premiums for and retain the insurance
              required by Section
              8.e.

          


     

    	iv.  	
            Northern
              Response has accrued arrearages of more than sixty (60) days in its
              obligations to third persons or entities in connection with Northern
              Response’s performance of this Agreement.

          


     

    	v.  	
            Northern
              Response fails to submit a quarterly statement in the form set forth
              in
              Section
              3.e.

          


     

    	vi.  	
            Northern
              Response fails to submit to uKarma copies of all and any withholding
              tax
              receipts concerning payments to uKarma pursuant to this Agreement,
              as
              required by Section
              3.d.

          


     

    	c.  	
            Either
              party may terminate this Agreement upon written notice, effective on
              the
              date specified in such notice, if:

          


     

    	d.  	
            an
              Event of Force Majeure continues for a continuous period exceeding six (6)
              months; or

          


     

    	e.  	
            the
              other party materially breaches this Agreement and does not cure such
              breach within thirty (30) days after the party alleging such breach
              gives
              written notice describing such breach.

          


     

    	6.  	
            EFFECT
              OF TERMINATION OR EXPIRATION.

          


     

    	a.  	
            Northern
              Response shall have the following additional obligations upon expiration,
              or termination for any reason, of this
              Agreement:

          


     

    	i.  	
            To
              pay within ten (10) days to uKarma all monies due and
              owing;

          


     

    	ii.  	
            To
              deliver to uKarma the statement on the dates indicated in Section
              3.e.

          


     

    	iii.  	
            To
              execute within (10) days after uKarma’s request such documents as uKarma
              may request in order to vest fully and confirm in uKarma all rights
              to the
              Licensed Works, failing which Northern Response hereby irrevocably
              appoints uKarma as its attorney-in-fact to execute all documents and
              do
              all things necessary for this purpose.

          


     

    	b.  	
            Northern
              Response shall not be entitled to and shall not use, sell, exploit
              or in
              any way make reference to any uKarma Marks or Programs and Promotional
              Materials, and anything, including but not limited to words, devices,
              designs and symbols, similar to the uKarma Marks or in any way associated
              with uKarma, and permanently shall cease all uses thereof, except with
              the
              written consent of uKarma or as permitted herein.
              

          


    
       

      
        
          14

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	c.  	
            Northern
              Response promptly will return or cause to be returned, all Programs,
              Infomercials, plates, film, copies, pdf, gif, jpeg, tiff and other
              computer files, negatives, positives and any other article or device
              primarily employed by Northern Response or anyone acting on Northern
              Response’s behalf for the purpose of producing and/or distributing
              Programs an Promotional Materials wherever
              located.

          


     

    	d.  	
            Within
              ten (10) days after the effective date of this Agreement’s expiration or
              termination, or the happening of any event that terminates this Agreement
              where no such notice is required, Northern Response shall furnish to
              uKarma a complete and accurate written statement showing the number
              and
              description of Programs in process and on hand and the physical address
              where they are located. uKarma or its authorized agents shall have
              the
              right to conduct a physical inspection and take inventory to ascertain
              or
              verify such inventory and statement. Without limiting uKarma’s other
              remedies, Northern Response’s refusal to submit to such physical inventory
              by uKarma or its authorized agents, or Northern Response’s failure to
              furnish to uKarma the statement described above, shall forfeit Northern
              Response’s right to complete any work in process and to dispose of such
              inventory.

          


     

    	e.  	
            Except
              for termination due to breach of Section
              5.a.i.,
              Northern Response for a period of ninety (90) days after expiration
              or
              termination of this Agreement shall use its best efforts to dispose
              of
              Programs, the samples for which have previously been approved as provided
              under this Agreement and that are in process or on hand at the time
              such
              notice of termination is received; but in such event Northern Response
              shall pay fees (if any are due or become due) and furnish statements
              with
              respect to said period in accordance with the terms of this Agreement
              as
              though the License were still in effect. 

          


     

    	f.  	
            Upon
              expiration or termination of this Agreement for any reason, Northern
              Response acknowledges that uKarma may continue to use the alternative
              language versions of the Programs created hereunder, the Promotional
              Materials and derivatives thereof in perpetuity, whether or not Northern
              Response created such materials specifically for this Agreement or
              used
              such materials exclusively in connection with this
              Agreement.

          


     

    	7.  	
            REPRESENTATION
              AND WARRANTIES.

          


     

    	a.  	
            uKarma’s
              Representations and Warranties.
              uKarma represents and warrants that:

          


    
       

      
        
          15

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	i.  	
            uKarma
              has the sole and exclusive right to convey the rights, licenses and
              privileges granted herein; and the rights granted herein are free and
              clear of any liens or encumbrances.

          


     

    	ii.  	
            The
              exercise of the rights granted to Northern Response in and to the Licensed
              Works and materials contained therein in accordance with the terms
              hereof
              will not, under U.S. law, infringe upon the copyrights or the literary,
              dramatic, musical, or motion picture rights or the trademarks or the
              trade
              names of any party whatsoever and, to the best of its knowledge, under
              U.S. law, the distribution and other exploitation of the Licensed Works
              will not under U.S. law violate the privacy, publicity, civil or property
              rights of any third party whatsoever.

          


     

    	iii.  	
            All
              claims, testimonials, representations, endorsements, statements,
              demonstrations, illustrations, animations, certifications, releases,
              consents, licenses, authorizations of any kind including but not limited
              to those of any and all individuals appearing or shown in any marketing
              materials or other materials supplied by the uKarma to Northern Response
              and associated with the Programs, including, without limitation, packaging
              and marketing materials, (collectively, “Testimonials”) are true and
              accurate. All Testimonials, where applicable, are supported by adequate
              and proper testing. Where testimonials or representations have been
              made
              by any person in the Programs or in any materials provided by uKarma,
              uKarma shall, upon written request, provide Northern Response with
              supporting material to verify that the representation or testimonial
              was
              made or published by that person, or that the representation or
              testimonial was, before being made or published, approved and permission
              to make or publish it was given in writing by that person and the
              representation or testimonial accords with the representation or
              testimonial previously made, published or approved. Northern Response
              acknowledges that all such Testimonials were completed in the United
              States pursuant to applicable United States law and that uKarma makes
              no
              representation or warranty regarding use of the Testimonials outside
              of
              the United States. 

          


     

    	iv.  	
            All
              Units (including any wrapping materials) sold to Northern Response
              (or its
              Affiliates, sub-licensees or sub-distributors) will be of consistent
              kind
              and quality equal to or better than initial samples and shipments,
              will be
              fit and safe for the purpose intended, free from imperfections, and
              will
              be new and un-used, undamaged, not refurbished, not substituted, not
              defective and any Units not complying with this paragraph may be returned
              at uKarma’s expense for a complete refund or replacement and reimbursement
              for any costs related thereto by uKarma at Northern Response’s sole
              discretion. 

          


    
       

      
        
          16

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	v.  	
            uKarma
              expressly disclaims any and all other representations and warranties,
              concerning, marketability, size of the market for, or demand pertaining
              to, any of the Licensed Work, or Northern Response’s potential to generate
              a profit or revenues regarding distribution of Licensed
              Works.

          


     

    	b.  	
            Northern
              Response’s Representations and Warranties.
              Northern Response represents and warrants
              that:

          


     

    	i.  	
            Northern
              Response has the right to enter into and fully perform this
              Agreement.

          


     

    	ii.  	
            Northern
              Response will not incur, undertake or make any representation, warranty,
              covenant or agreement on behalf of uKarma to or for any person, firm
              or
              corporation.

          


     

    	iii.  	
            Northern
              Response will fully perform all obligations, agreements and covenants
              made
              herein and has obtained or will cause to obtain all governmental approvals
              and permissions throughout the Territory necessary for Northern Response
              to perform this Agreement.

          


     

    	iv.  	
            Northern
              Response will, at uKarma’s sole expense, within the Territory, take all
              such actions, proceedings or steps as may be necessary either in uKarma’s
              name or in such name as uKarma shall require to register or otherwise
              protect the copyright in the Licensed Works and any other marks, trade
              names or interests or rights of uKarma. Northern Response will, at
              any
              time during the Term hereof or thereafter, execute such documents and
              comply with uKarma’s other requests for establishing and maintaining
              uKarma’s exclusive rights in the Licensed Works and associated promotional
              materials, marks and styles, including the execution and recordation
              of
              registered user or similar agreements in form and content approved
              by
              uKarma’s counsel, if permitted by law. Further, Northern Response agrees
              to notify uKarma promptly of any infringement or breach of the copyright
              or other rights in the Licensed Works as shall come to the attention
              of
              Northern Response; to take all such actions or steps at uKarma’s expense
              as uKarma shall require in respect of any such infringement or breach,
              and
              to cooperate fully with uKarma in any action by or against uKarma or
              any
              of its Affiliates relating to rights in and/or remedies for infringements
              thereof in the Territory.

          


     

    	v.  	
            Northern
              Response shall not use, authorize or permit the use of any of the
              positives, negatives or videotape submasters of the Programs that may
              come
              into its possession or under its control hereunder for any purpose
              other
              than for the purpose of exercising its rights
              hereunder.

          


    
       

      
        
          17

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	vi.  	
            Northern
              Response will keep uKarma fully informed on a regular basis of Northern
              Response’s activities in connection with the Programs
              hereunder.

          


     

    	vii.  	
            Northern
              Response shall not sell, license or exploit the Programs in conjunction
              with the sale, license or exploitation of any other motion picture
              or
              video.

          


     

    	viii.  	
            Northern
              Response shall not suffer or permit any lien, charge, pledge, mortgage
              or
              encumbrance to attach to the Programs or any property therein, including,
              without limitation, submasters and positive prints thereof; and all
              taxes,
              fees or other like charges now or hereafter imposed, levied or assessed
              in
              connection with the delivery, distribution and/or exhibition of the
              Programs, shall be borne, assumed and paid by Northern
              Response.

          


     

    	ix.  	
            All
              dealings between Northern Response and related and affiliated entities
              shall be on a good faith, arm’s-length
              basis.

          


     

    	8.  	
            INDEMNIFICATION;
              LIMITATION OF LIABILITY; INSURANCE.

          


     

    	a.  	
            Indemnification
              by uKarma.
              uKarma shall defend, indemnify and hold harmless Northern Response,
              its
              Affiliates and their respective officers, directors, shareholders,
              employees and representatives for, from and against any and all costs,
              claims, suits, losses, liabilities, damages and expenses, including
              reasonable attorney’s fees (collectively, “Losses”)
              they incur due to (i) a breach of uKarma’s representations and warranties
              in section 7 and (ii) claims asserted against Northern Response by
              (non-affiliated) third persons or entities (whether formally or otherwise
              asserted or threatened) alleging that Northern Response’s use of the
              Licensed Works as permitted pursuant to this Agreement infringes trademark
              rights or copyright rights arising within the U.S. and the Territory
              (collectively, the “Indemnified
              Matters”).

          


     

    	b.  	
            Indemnification
              by Northern Response.
              Northern Response shall defend, indemnify and hold harmless uKarma,
              its
              Affiliates and their respective officers, directors, shareholders,
              employees and representatives for, from and against any and all Losses
              they incur due to (i) claims asserted by third persons or entities
              (whether formally or otherwise asserted or threatened) concerning Northern
              Response’s performance or breach of this Agreement and/or its
              representations, warranties, covenants, obligations and other provisions
              (including without limitation as concerns Northern Response’s services,
              web site content, marketing and promotional practices, business models
              and
              distribution systems operations, Northern Response’s direct or indirect
              distribution or dissemination of any computer viruses, Trojan horses,
              worms, malicious code or any other computer anomaly regardless of whether
              such distribution or dissemination was intentional, negligent or purely
              accidental), but not Losses incurred in connection with such claims
              as
              they concern uKarma Indemnified Matters; or (ii) claims asserted by
              third
              persons or entities (whether formally or otherwise asserted or threatened)
              claiming infringement of patent, trade secret, copyright or trademark,
              violation of rights of publicity and privacy, literary, music performance
              and/or dramatic right [arising other than directly and solely from
              Northern Response’s uses permitted pursuant to this Agreement of the
              Licensed Elements or any other materials delivered to Northern Response
              in
              the form in which such materials are delivered by uKarma to Northern
              Response]; or (iii) criminal, quasi-criminal and/or governmental,
              administrative and regulatory complaints, inquiries and proceedings
              brought by any Federal, state, local or other governmental or
              quasi-governmental agency based on the actions or activities of Northern
              Response or its designees.

          


    
       

      
        
          18

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	c.  	
            Indemnification
              Procedures.
              The person or entity claiming entitlement pursuant to this Section
              (in
              such capacity, the “Indemnitee”)
              shall give notice to the other party (in such capacity, the “Indemnitor”)
              of such circumstances as soon as reasonably practicable, but in no
              event
              later than twenty (20) days after the Indemnitee learns that the third
              person or entity claim triggering the Indemnitor’s indemnification
              obligation has been asserted; provided
              that Indemnitee’s delay in providing notice of such claim to the
              Indemnitor shall only negate Indemnitor’s obligations to the extent such
              delay prejudiced the Indemnitor materially. The Indemnitor shall control
              the defense and settlement of the claim, provided
              that it shall not admit any wrongdoing or liability of the Indemnitee
              without the latter’s prior written consent. The Indemnitee shall cooperate
              with such defense and settlement as reasonably requested by the
              Indemnitor. The Indemnitee shall be entitled to retain independent
              counsel
              at its own expense if it desires independent counsel, or at the
              Indemnitor’s expense if the Indemnitor fails to defend reasonably or a
              counsel conflict of interest does or is likely to arise. The Indemnitee
              may waive its entitlement for indemnification from the Indemnitor for
              the
              claim and assume control of its own defense at its own
              expense.

          


     

    	d.  	
            LIMITATION
              OF LIABILITY.
              IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
              EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM
              OR
              OTHERWISE CONCERNING THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY
              OR
              LIKELIHOOD OF SUCH DAMAGES WAS KNOWN OR CONTEMPLATED. UKARMA’S AGGREGATE
              LIABILITY FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS
              AGREEMENT SHALL BE LIMITED TO PAYMENTS ACTUALLY RECEIVED FROM NORTHERN
              RESPONSE WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING
              THE
              ACCRUAL OF THE EVENT GIVING RISE TO SUCH
              LIABILITY.

          


     

    	e.  	
            Insurance.
              Immediately upon execution by both parties of this Agreement, Northern
              Response shall obtain and maintain at its own expense a comprehensive
              liability insurance policy for single event limits not less than
              Two
              Million Dollars
              ($2,000,000)
              from one or more insurers duly licensed to provide insurance services
              within in the Territory rated A:VII or better by Best’s Key Rating Guide,
              and otherwise qualified to write the policy, concerning its activities
              conducted in connection with this Agreement. Such policy shall name
              uKarma, its Affiliates, and their respective officers, directors,
              shareholders, employees and representatives (collectively, the “Named
              Insureds”) as additional insureds, shall waive subrogation against the
              Named Insureds, shall contain deductibles and coverages generally
              available to operations similar to those of Northern Response at standard
              commercial rates, and may not be amended, canceled, terminated or
              permitted to lapse without at least twenty (20) days’ prior written notice
              to uKarma specifying the amendment or event, as applicable. Within
              ten
              (10) days after the Effective Date during the Term, on each anniversary
              of
              the Effective Date, and otherwise from time to time during the Term
              as
              requested by uKarma, Northern Response shall deliver to uKarma the
              insurers’ certificates of insurance evidencing the binding and continuing
              effect of such policy and terms.

          


     

    	9.  	
            GENERAL
              PROVISIONS.

          


     

    	a.  	
            Assignment
              of Agreement.
              This Agreement may not be assigned, sublicensed or transferred (whether
              by
              stock purchase, merger, or otherwise) in whole or in part by Northern
              Response voluntarily, by operation of law or otherwise, without the
              prior
              written consent of uKarma. uKarma may assign or transfer its rights
              and
              interests hereunder at its sole discretion. Any purported assignment,
              transfer or sublicense in violation of this Agreement shall be
              void.

          


     

    	b.  	
            Events
              of Force Majeure.
              Northern Response and uKarma shall be excused from their obligations
              hereunder to the extent that either party is delayed or interrupted
              in, or
              prevented from, the performance of its obligations by reason of fire,
              flood, war, public disaster, strikes or labor difficulties, government
              enactment, regulation, or order, or any other cause beyond its control,
              and not caused by such party (“Event
              of Force Majeure”).
              In an Event of Force Majeure, the party so claiming shall notify the
              other
              party in writing within five (5) days upon such occurrence, and proof
              of
              the Event of Force Majeure must be provided within fifteen (15) days
              from
              the occurrence. Such proof shall be in a form certified by the Chamber
              of
              Commerce and Industry or any other applicable authority under the law
              of
              the state claiming the Event of Force Majeure. Should the Event of
              Force
              Majeure cease, the party claiming the Event of Force Majeure shall
              so
              notify the other party within fifteen (15) days from such
              time.

          


    
       

      
        
          19

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	c.  	
            Consents
              and Approvals.
              In this Agreement, where the consent or approval of uKarma is required
              to
              any action of Northern Response, such consent or approval shall only
              be
              effective if granted in writing by uKarma. In no event shall uKarma’s
              silence be deemed consent, and if uKarma fails or declines to grant
              such
              consent or approval to Northern Response, uKarma shall not be liable
              to
              give any reason therefor or for any events or circumstances that arise
              as
              a result of such failure.

          


     

    	d.  	
            Independent
              Contractor.
              The relationship between the parties shall be that of independent
              contractor, and not that of agent/principal, employer/employee, or
              joint
              venture partners, and no act or omission to act shall be construed
              to
              change such status. Neither party shall bind the other, and neither
              will
              act or purport to do so.

          


     

    	e.  	
            Governing
              Law, Service of Process.
              This Agreement and the rights of the parties to it shall be construed
              and
              governed by the laws of the jurisdiction set forth in Schedule
              12
              Any service of process in any such action or proceeding may, among
              other
              methods, be served upon a party by delivering it or mailing it, by
              registered or certified mail, or by reputable international courier,
              addressed to the party at the notice address then designated for it
              pursuant to this Agreement, and such service of process shall be deemed
              to
              have the same force and effect as personal service within the jurisdiction
              set forth in Schedule
              12.

          


     

    	f.  	
            Arbitration.
              Any disputes, controversies or claims arising out of or relating to
              this
              Agreement, including the issue of arbitrability of such disputes, will
              be
              resolved exclusively by binding arbitration before a retired judge
              on the
              Entertainment Panel of JAMS in Santa Monica, California. The arbitrator
              will award the prevailing attorney its reasonable arbitration, expert
              and
              attorneys’ fees, costs and expenses. Any interim or final arbitration
              award may be enforced in any court of competent
              jurisdiction.

          


     

    	10.  	
            CONFIDENTIAL
              INFORMATION.

          


     

    	a.  	
            Northern
              Response shall not, during the term of this Agreement or at any time
              thereafter, communicate, divulge, or use for the benefit of any other
              person or legal entity any confidential information which may be
              communicated to Northern Response or of which Northern Response may
              be
              apprised by virtue of Northern Response’s operations hereunder. Northern
              Response may only divulge such confidential information to such of
              its
              employees, and use such information, as is necessary in order to operate
              under this Agreement, and may divulge such information to Northern
              Response’s accountants, attorneys and bankers (serving in their capacity
              as such) as may be necessary and as are notified of this obligation
              of
              confidentiality. If Northern Response is served with a subpoena or
              other
              legal process that may require the disclosure of such confidential
              information, knowledge, know-how, or techniques, Northern Response
              shall
              immediately notify uKarma and shall comply with uKarma’s instructions, to
              the extent permitted by law, regarding the disclosure and continued
              protection against non-disclosure and non-use of such information,
              knowledge, know-how, or techniques. Any and all information, knowledge,
              know-how, and techniques that uKarma designates as confidential shall
              be
              deemed confidential for purposes of this Agreement, except information
              which Northern Response can demonstrate came to its attention prior
              to
              disclosure thereof by uKarma; or which, at or after the time of disclosure
              by uKarma to Northern Response, had become or later becomes a part
              of the
              public domain, through publication or communication by others having
              no
              confidentiality obligations regarding
              same.

          


    
       

      
        
          20

        

        
          INITIALS:
            uKarma
            _______

            Northern
              Response_______

          

          
            

          

        

        
           

        

      

       

    

    	b.  	
            At
              uKarma’s request, Northern Response shall require its officers and any
              other persons having access to any confidential information from uKarma
              to
              execute covenants that they will maintain the confidentiality of
              information they receive in connection with their employment by or
              dealings with Northern Response.

          


     

    	c.  	
            Northern
              Response acknowledges that any failure to comply with the requirements
              of
              this Section
              10
              will cause uKarma irreparable injury, not readily compensable by money
              damages, and (without limiting other obligations or remedies) Northern
              Response agrees to pay all court costs and reasonable attorney’s fees
              incurred by uKarma in obtaining specific performance of, or an injunction
              against violation of, the requirements of this
              Section.

          


     

    11.  NOTICES.
      All
      notices permitted or required under this Agreement shall be in writing and
      shall
      be delivered in person or by courier, or mailed by certified or registered
      mail,
      postage prepaid, return receipt requested, and addressed as set forth in
Schedule
      2,
      or to
      such other address as shall be given by notice in accordance with this
Section
      11.
      If
      notice is given in person or by courier, it shall be effective upon delivery;
      and if notice is given by mail, it shall be effective five (5) business days
      after deposit in the mail.

     

    12.  INVALIDITY.
      If any
      provision or any application of any provision hereof is adjudged illegal,
      unenforceable or invalid and such adjudication has become final and
      non-appealable, such provision or application shall be deemed deleted without
      affecting the remainder of this Agreement.

     

    13.  ENTIRE
      AGREEMENT.
      This
      Agreement represents the entire understanding of the parties. None of the terms
      of this Agreement can be modified except by an express agreement in writing
      signed by the parties. There are no representations, promises, warranties,
      covenants or undertakings other than those contained in this Agreement. The
      failure of either party hereto to enforce, or the delay by either party in
      enforcing, any of its rights under this Agreement shall not be deemed as
      constituting a waiver or modification thereof. Other than the Named Insureds
      in
      their capacity as such, there are no third party beneficiaries of this
      Agreement.

     

    14.  SURVIVAL.
      The
      following Sections shall survive expiration or termination of this Agreement:
      Sections 7., 8., 9., 10. (for a period of 3 years), 11., 12. and
      13.

     

    15.  BINDING
      AGREEMENT.
      This
      Agreement shall be binding on the parties immediately upon its execution by
      the
      respective authorized representatives of Northern Response and
      uKarma.

    
      
         

        
          
            21

          

          
            INITIALS:
              uKarma
              _______

              Northern
                Response_______

            

            
              

            

          

          
             

          

        

         

      

    

    IN
      WITNESS WHEREOF, each of the parties hereto has caused this instrument to be
      duly executed by a duly authorized representative.

     

    UKARMA
      CORPORATION

    (uKarma)

     

    
      
        	By:	 	 	 
	 	 	 	 
	Its:	 	 	 
	 	 	 	 
	Date:	 	 	 
	 	 	 	 
	 
	
                NORTHERN RESPONSE INTERNATIONAL LIMITED

                (Northern Response)

              
	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	Its:	 	 	 
	 	 	 	 
	Date:	 	 	 


      

      
        
           

          
            
              22

            

            
              INITIALS:
                uKarma
                _______

                Northern
                  Response_______

              

              
                

              

            

            
               

            

          

           

        

      

    

    EXHIBIT
      A

     

    Delivery
      Materials

     

    uKarma
      shall deliver to the Northern Response upon the terms and conditions of
      Section 1.k. of the Agreement the following materials on a royalty-free
      basis:

     

    DVDs
      of
      the Programs (in order for Northern Response to produce the alternative language
      tracks)

     

    Masters
      of the Infomercials

     

    Northern
      Response hereby agrees to reimburse uKarma for the cost of production,
      manufacture and/or duplication of any such materials immediately upon receipt
      of
      an invoice from uKarma thereof.

     

    uKarma
      shall deliver to the Northern Response upon its request, only if available
      to
      uKarma, and upon the terms and conditions of Section 1.k. of the Agreement,
      the
      following: additional advertising and promotional materials.

     

    Northern
      Response hereby agrees to reimburse uKarma for the cost of production,
      manufacture and/or duplication of any such materials immediately upon receipt
      of
      an invoice from uKarma therefor.

    
      
         

        
          
            23

          

          
            INITIALS:
              uKarma
              _______

              Northern
                Response_______

            

            
              

            

          

          
             

          

        

         

      

       

    

    APPENDIX
      A

     

    TRADEMARK
      NOTICE:

     

    The
      Product shall bear on its cover the following legend in a form approved by
      uKarma:

     

    “______
      are exclusive trademarks of uKarma Corporation. Used by
      permission.”

     

    COPYRIGHT
      NOTICE:

     

    Every
      Image shall bear an appropriate copyright notice (dates to be supplied by
      uKarma) in the following form:

     

    “Photo
      Copyright © [year
      of such photo’s first publication]
      by
      uKarma Corporation. All rights reserved.”

     

    SPONSORSHIP
      NOTICE: [where
      applicable]

    
      
         

        
          
            24

          

          
            INITIALS:
              uKarma
              _______

              Northern
                Response_______