In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Exhibit 10.16



MARKETING AFFILIATE AGREEMENT

This Agreement is made this 1s t day of October 2008, (the Effective Date),  by and between Equidata, Inc., a corporation  organized under the laws of Virginia with its principal place of business at 724 Thimble Shoals Boulevard Newport News, Virginia  23606 (Equidata), and National Credit Report.com, LLC a Corporation organized under the laws of Florida, with its principal  place of business at 7700 N. Congress Ave, Suite 3113, Boca Raton FL33487 (Marketing Affiliate).

RECITALS

Therefore, if accepted all parties agree that the following shall constitute a marketing agreement between the parties.

TERMS AND CONDITIONS

Permission. Subject to the terms and conditions of this Agreement, Marketing Affiliate may display Marketing Materials at its  principal place(s) of business, or at the principal place(s) of its third party partners, together with a link from the Marketing  Affiliate Web Site to Fquidata (and its partners) Web Site. Marketing Materials may also be used in the marketing of potential customers through direct mail and personal solicitation as well as inbound and outbound telemarketing. Marketing Affiliate may  not otherwise offer for sale, market, sell or distribute the Services of Equidata without express written permission.

1.   Equidata provides certain personal credit, fraud detection, credit scoring services and credit monitoring for consumers, the  (Services).    2.   Marketing Affiliate and Equidata wish to enter into an agreement under which Marketing Affiliate may market the Services.    3.   Marketing Affiliate wishes to market the Services indirectly through third party programs, direct mail, Internet and both  inbound and outbound telemarketing. In addition, each may own and operate a web site utilizing direct access to the  Services through Internet links.

  1.   Compensation. Marketing Affiliate shall be responsible for collecting all amounts due directly from the Consumer and  shall bear sole responsibility for non-payment of any fees charged to the Consumer. Marketing Affiliate shall pay to  Equidata, as compensation for its providing of Services under this agreement, such amounts as outlined and detailed in  Exhibit A attached hereto. Such amounts shall be billed on a bi-monthly basis by Equidata and are due and payable in  full by Marketing Affiliate 30 days from the invoice date. The prices set forth in Exhibit A do not include regulatory  fees, sales tax, excise tax or any other fees or taxes that may be charged by states or local taxing authorities nor does it  include additional fees or surcharges, including specific area Affiliate charges that may be accessed by the Credit  Reporting Agencies (CRA's). Said amounts charged to Equidata will be billed separately to Marketing Affiliate and are  due immediately upon receipt. Marketing Affiliate agrees to reimburse Equidata all costs of collecting any past due  amounts from Marketing Affiliate by reason of non payment, including reasonable attorney fees and disbursements. Equidata reserves the right to increase the base cost of Services. Notice will be given to Marketing Affiliate in writing  no less than 30 days prior to such increase taking affect. A development fee, yet To Be Determined and outlined in  Exhibit A, is due upon a signed agreement of project scope.          Marketing Affiliate agrees to pay promptly and in full all charges incurred through services rendered when billed.  When paying by credit card, the Marketing Affiliate agrees to pay for all items that are revoked or disputed by the  credit card company or the card holder along with any charges or fees charged by the credit card company including  fees associated with processing the credit card transaction and that the Marketing Affiliate will be billed for those items  in accordance with Equidata standard practices. Marketing Affiliate and the undersigned principal, partner or owner  further agree that this Agreement will serve as a personal guaranty by the undersigned principal, partner or owner of  the company, and the undersigned principal, partner or owner will become responsible for any unpaid balance past due  on any invoice. The Marketing Affiliate agrees to pay a late charge of 1 l/2% per month on the unpaid, past-due amount  as well as a returned check fee of not less than $35.00 per returned item. In addition, the Marketing Affiliate agrees to  pay 25% attorney's fees plus court cost in the event that the Marketing Affiliate's account is referred to an attorney for  collection.      2.   Disputes. In the case of disputed charge, defined as a non-payment of an invoice for which notice of dispute has been  given in writing by Marketing Affiliate to Equidata, Equidata or Marketing Affiliate may choose arbitration and  Marketing Affiliate and Equidata shall be obligated by the terms agreed upon by arbitration and all monies determined  owed shall be considered due and payable immediately. Such arbitration does not relieve Marketing Affiliate from its  obligation to promptly pay for undisputed charges in accordance with the terms of this Agreement. Such disputes shall  be settled by arbitration in the City of Newport News, Virginia.          Marketing Affiliate shall give Equidata written demand of dispute within 10 days of the due date of the invoice. The  demand shall set forth a statement for the nature of the dispute and the amount involved. If Equidata and Marketing  Affiliate can not resolve the dispute on their own within 10 days after Equidata receive said dispute, the parties shall  jointly select an arbitrator.                     Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







    If the parties do not agree on the selection of an arbitrator, each party will select an arbitrator of their choosing, and the two  arbitrators will jointly select a third arbitrator(s). Not later than 5 calendar days after the arbitrator(s) have been selected, the  arbitrator(s) shall schedule the arbitration hearing to commence on a mutually convenient date. The hearing shall commence  no later than 25 calendar days after Equidata receives receipt of dispute from Marketing Affiliate and shall continue from day  to day until completed. The arbitrator(s) shall issue an award in writing no later than 10 calendar days after the conclusion of  the hearing. The arbitration award shall be final and binding on both parties.    3.   Operational Specifications. Marketing Affiliate and Equidata shall agree upon Operational Specifications pertaining to the  methodology and logistics of data transfer and database coordination. Upon mutual agreement as to the Operational  Specifications, they shall be deemed to be a part of this Agreement by way of an Exhibit. Both parties must agree upon any  changes to the Operational Specifications in writing. Any such changes will be deemed to be a part of the Operational  Specifications.    4.   Non-solicitation of Clients. Marketing Affiliate shall not directly or indirectly solicit an existing business customer of  Equidata during the term and condition of this Agreement other than for joint marketing purposes. Further, Marketing  Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.    5.   Compliance. Marketing Affiliate nor Equidata, shall engage in any practice or activity that is not in compliance with the Fair  Credit Reporting Act (FCRA), the Fair Debt Collection Practices Act (FDCPA) and the Health Insurance Portability and Accountability Act (HIPAA) as well as, but not limited to, any practice or activity that:

  5.1.   Violates any applicable law or regulation; including but not limited to the sale of illegal goods or the violation of export  control or obscenity laws; that invade the privacy of any third party; that are in any way connected with the  transmission of junk mail,  spam  or the unsolicited mass distribution of e-mail, or with any unethical marketing  practices.      5.2.   Is misleading, deceptive, confusing or abusive as outlined in the Telemarketing Fraud Prevention Act;      5.3.   Makes any representation or statement, or grants any warranty or creates any other obligation with respect to the  Services, that is in addition to or otherwise inconsistent with any representation, statement or warranty stated  expressly by Equidata.      5.4.   Uses Marketing Materials, media or methods that are not approved, including, but nor limited to telemarketing scripts.  Such approval shall not be unreasonably withheld and shall be completed within 48 hours of receipt of Marketing  Materials for review.      5.5.   Does not meet the standards for good industry practices for the direct marketing industry.      5.6.   Further guidelines and requirements are provided in Exhibit B and C.

6.   Audit. Equidata may audit, at Equidata's expense, the Marketing Affiliate's marketing, practices and activities for the  purpose of assuring compliance with this Agreement. Equidata reserves the right to site inspect Marketing Affiliate's  physical location of business at any time.    7.   Term and Termination. This Agreement commences on the Effective Date, and terminates, along with all licenses and  authorizations granted under it, upon the earliest of termination in accordance with the following.

  7.1.   This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.      7.2.   This Agreement may be terminated by either party with cause upon thirty (30) days written notice. Upon Marketing  Affiliate's default in payment or other breach of this Agreement, Equidata may terminate this Agreement without notice  to Marketing Affiliate. Upon termination for any reason, Equidata reserves the right to deactivate Marketing Affiliate's  access to the services including the Equidata Web Site. Termination does not release Marketing Affiliate from paying  all amounts owed to Equidata.      7.3.   At time of Agreement termination, Marketing Affiliate shall immediately remove all URL related data pertaining to said  Agreement; and if data is not voluntarily removed, Equidata reserves the right to use all available legal resources to  force the removal of Equidata URL related data and Marketing Affiliate agrees to be liable for the cost of such action,  including but not limited to reasonable attorney fees.      7.4.   Equidata reserves the right to terminate this Agreement immediately for cause if Experian, Equifax and/or TransUnion  (Credit Reporting Agencies — CRAs) decline to render Services to Marketing Affiliate for any reason or if Equidata is  notified by any of the CRAs to cease rendering Services to Marketing Affiliate.

8.   Representations and Warranties. Marketing Affiliate represents and warrants that:

  8.1   Marketing Affiliate does not engage in any business with respect to, and the Marketing Affiliate Web Site will not be  used, or display any materials, in any form or medium, in connection with a credit clinic, credit repair or restoration,  credit counseling firm, financial counseling firm, detective agency, private investigation, security services, practice of  law, news reporting or journalism, or fraudulent or unethical conduct.      8.2.   The information regarding Marketing Affiliate set forth in this Agreement, and the information provided to Equidata  with respect to Marketing Affiliate and the Marketing Affiliate Web Site, is accurate; and      8.3.   Marketing Affiliate's business, including without limitation any business conducted in connection with the Marketing

Source: STEEL VAULT CORP, 10-K, 12/24/2008





Affiliate Web Site, does not violate any applicable law, regulation, court order or material agreement to which  Marketing Affiliate is subject.      8.4.   Equidata warrants that it is an authorized provider of the Services as outlined in this Agreement and that it has the  ability to provide said Services in the manner described herein.                Page 2 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008







Accepted and Agreed:  Executive two (2) copies and return executed copies to:

9.   Indemnification. Equidata and Marketing Affiliate each hereby agree to defend, indemnify and hold harmless each other and  each of its employees, agents, officers, directors and shareholders from and against any claims, suits, demand or actions  arising from breach of any warranties under this Agreement or failure to provide Services under this Agreement.    10.   Proprietary Information. Marketing Affiliate and Equidata mutually acknowledge that from time to time Confidential  Information may be received by each. Confidential Information, includes, but is not limited to, Customer names and lists. The  Receiving Party may not disclose or use the Disclosing Party's Confidential and Proprietary Information for any reason other  than in the performance of this Agreement. It is agreed any information received or collected by Marketing Affiliate about its  Customers or potential Customers, including information used to enroll Customers is Proprietary as defined by this section  and will not be used by Equidata in any manner other than as outlined herein.    11.   Liability. MARKETING AFFILIATE ACKNOWLEDGES AND AGREES THAT ANY PRODUCT, SERVICE, LICENSE OR  PERMISSION PROVIDED BY EQUIDATA UNDER THIS AGREEMENT IS PROVIDED ON AN AS IS BASIS. EQUIDATA  EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR PERFORMANCE, AND HEREBY DISCLAIMS AND  EXCLUDES FROM THIS AGREEMENT ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,  NONINTERFERENCE WITH DATA, ACCURACY, OR THAT THE SERVICE IS ERROR FREE. IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY. EVEN IF EQUIDATA, MARKETING AFFILIATE OR BOTH  HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, MARKETING AFFILIATE AGREES TO  DEFEND, INDEMNIFY AND HOLD HARMLESS EQUIDATA, AND EACH OF ITS EMPLOYEES, AGENTS, OFFICERS  AND DIRECTORS, FROM AND AGAINST ANY CLAIM, SUIT, DEMAND, OR ACTION, INCLUDING WITHOUT  LIMITATION ATTORNEY FEES, ARISING FROM (A) BREACH OF THIS AGREEMENT BY MARKETING AFFILIATE, (B)  THE MARKETING AFFILIATE WEB SITE, OR (C) MARKETING AFFILIATE'S BUSINESS.    12.   Miscellaneous. This Agreement binds and inures to the benefit of each party's permitted successors, assigns and legal  representatives, including the purchasers of the stock or assets of either party hereto. No delegation by either party of any  duty hereunder shall be deemed an assignment of this Agreement, nor shall any change in control or an assignment of by  operation of law by either party be deemed an assignment hereunder. Any failure or delay in exercising, or any single or  partial exercise of, any right or remedy by either party may not be deemed a waiver of any further, prior, or future right or  remedy hereunder. This Agreement is governed by and construed in accordance with the laws of the State of Virginia. All  notices required to be given in writing must be sent by overnight delivery service to the name and address designated in this  Agreement or to such other address that the receiving party may in advance designate by written notice. Notice is deemed effective on the day after delivery by the overnight carrier. If any provision of this Agreement is declared invalid, the other  provisions remain in full force and effect and this Agreement is deemed to be amended to replace, to the extent legally  possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of  consideration. The Parties shall operate as Independent Contractors in performing their obligations under the Agreement  and shall have exclusive control of the manner and means of performing such obligations. Each party shall be solely  responsible for supervision, daily direction and control of its employees and payment of their salaries, worker's  compensation, disability and other benefits. Nothing in the Agreement shall be construed as making either party the agent of  the other party, as granting to the other party the right to enter into any contract on behalf of the other party, or as  establishing an association, franchise, joint venture or partnership between the Parties. Under no circumstances shall the  employees of one party be deemed to be employees of the other for any purpose. This Agreement constitutes the entire  understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous  agreements, statements and representations, oral or written, between the parties relating to the subject matter of the  Agreement. No representation or promise, or modification or amendment to this Agreement is binding on either party unless  in writing signed by authorized representatives of both parties.

                      Company Name: Equidata, Inc.  Marketing Affiliate Name: National Credit Report LLC                  Address: 724 Thimble Shoals Blvd. Newport News, VA 23606   Address: 7700 N Congress AVE, Suite 3113 Boca Raton, FL  33487                  Phone Numbers: 757-873-0519 / 800-288-9809   Fax: 757-873-1224   Phone Numbers: 561-910 8900

                 Email Address: Kchase@equidata.com  Email Address: ivan.posniak@nationalcreditreport.com                  Print Name: Kitty Chase     Print Name: Ivan Posniak      Title:   SVP     Title:  CEO      Signature:  /s/ Kitty Chase     Signature:  /s/ Ivan Posniak

              Page 3 of 3   Initials: /s/ IP

Source: STEEL VAULT CORP, 10-K, 12/24/2008
[A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


[Q]: STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement (this Agreement) is made and entered into as of May 17, 2016, (the Effective Date) by and between Giggles N' Hugs, Inc., a Nevada corporation (the Company), and Kiddo, Inc., a Florida corporation, Inc., (Consultant). WHEREAS, Consultant is retained by the Company as an Independent Contractor to introduce investors, celebrity spokespersons, press and media relationships, raise public awareness of the company and its public securities, and for other services related to Consultant's expertise; and WHEREAS, the Company and Consultant have agreed upon, and wish to memorialize their agreement concerning the status and responsibilities of the parties. NOW, THEREFORE, the parties agree as follows: 1. Services (a) General. Consultant shall use all best efforts to provide services including the following: ● Capital ○ Introduction to key investors. ○ Introduction to strategic partners ○ Introduction to celebrity endorsement and involvement, including but not limited to celebrity investors. ● Branding ○ Concept generation for overall brand strategy and market launch. ○ Facilitate and help structure strategic relationships partnerships with key influencers and celebrities and their children in various major markets, including NY and Los Angeles. ● Marketing ○ Public relations and marketing services, including grass-roots campaign, social media, local and national TV interviews and shows, local and national newspaper and magazine exposure and interviews, investor relations and shareholder awareness. ○ Expansion of brand awareness through creating and managing social media alliances with mommy bloggers and studios to start using location/possible tie-ins to national and local events, including Super Saturday LA, Super Saturday Hamptons, etc. ○ Solicit Advertising and partnership opportunities with consultants current and future corporate clients ○ Introduction of company to NY market with pop-up or take over existing play space and brand Company to the NY market. ○ Reach out to mall partners in partnership with the Company. Utilizing the Company's existing mall relationships and current offers. ● Licensing and Merchandising ○ Review all of Company's intellectual property for use in future plans, not including legal work ○ Facilitate and help structure strategic partnerships ○ with distribution partners, publishing partners, advertising partners, retail partners, licensing partners, etc. ○ Facilitate and help structure strategic relationship with merchandising and manufacturing partners, such as Hasbro or Mattel, etc. ○ Facilitate and help structure strategic relationship with merchandise partners for children's clothing line, frozen food line, toys and games, etc. ○ Create and begin 2017 roll out plan including product placement and further expansion of retail locations. 1





● Entertainment ○ Consultant will facilitate and structure strategic relationships with publishing companies for Children's books, live news shows, TV show, entertainment shows, movies, and branding, etc. ○ Launch overall concept implementation from Characters development for in-house programming, live shows, TV show, books, product including apparel and toys, gadgets. ● Food and Beverage ○ Consultant will facilitate and structure strategic relationships with frozen and fresh food manufacturing and delivering companies, such as the idea of the brought to home meals with companies such as Blue Apron for kids meals. ○ Use best efforts to create brand partnerships and other strategic relationships described above. Best efforts means that degree of effort which would be reasonable for a person under similar circumstances. b) Projected timeline. Consultant will make all best efforts to conduct the following services in the time stated: Day 1: Concept generation for overall brand strategy ideation. Create plan for concept launch. Review all Giggles IP for use in future plans. Begin grass-roots campaign and social media buzz regarding the brand, and its existence as a public company to increase SH awareness. Getting the story out May: Launch overall concept implementation from Characters development for in-house programming, live shows, TV show, books, product including apparel and toys, gadgets. getting ready June: Introduction of POSSIBLE key financial partners and brand like partners to align with brand. Aside from raising awareness for the brand, which should already show appreciable increase in stock price, we will procure individual investors who desire to be part of Giggle and Hugs in partnership alignments. July: Reach out to mall partners in partnership with Giggles & Hugs. At this time, the brand has generated more a buzz and we should be able to make the best deals possible for expansion. The stock price should have shown an increase and there should be more funds available for growth. This expansion effort will pave the way for the next level of investor. Planning on growth to new locations within 6-9 months from this point. Start creating alliances with mommy bloggers and studios to start using location/possible tie in to Super Saturday LA, among other local events that will help broaden the brand awareness. Possible tie in to Super Saturday Hamptons, and other events that make sense for the brand. Same as above for purposes of bringing the brand to influencers and others in the industry. October: Introduce Giggles & Hugs to NY market with pop-up or take over existing play space and brand Giggles & Hugs to the NY market. Bring in NY influencers and celebs with their kids. Expand the buzz for the brand. 2





November: Merchandise partner such as Hasbro or Mattel Products in process while trying to partner for a retailer/distributor on both levels Children's books - after we have built out Giggles and Hugs characters and figure out what that looks like from live show, TV show, book, branding etc. Possible TV show opportunity (not priority) To accomplish this phase, we will utilize our licensing partner, Brand Centric, and will introduce you to our partners on licensing to work together on all licensing fronts. Frozen foods. We will need to revisit your deal that was on the table at that time. It will be appropriate to enter into that deal as part of the general over-all scheme to grow the brand. Also, the idea of the brought to home meals such as Blue Apron for kids meals. We believe that this area has potential. We should visor that deal now, and prepare for the roll out of the product in accordance with this area of the proposed timeline. Merchandise partner for children's clothing line December: Create and begin 2017 roll out plan including product placement and further expansion of G&H locations. January: Implementation of roll out plan. 2. Consideration. In consideration for all duties and obligations contained herein, on or before the Effective date above, Company shall issue to Consultant a warrant to purchase 4,400,000 shares of the Company's common stock, which is equal to 10% of the issued and outstanding shares of common stock of the Company at the time of the grant. (a) The exercise price for the warrants shall be $0.075 per share, and shall not increase for any reason. (b) Upon achievement of certain milestones, the Warrants shall immediately vest upon any of the following events which may occur at any time (Milestones): 1) 10% upon the execution of this Agreement; and attached PR contract. 2) 20% upon the Company's receipt of a net equity investment of $1 million into the Company from any source (Included Investors), except those with a prior relationship with Company or its agents; 3) 20% upon the Company's receipt of an additional net equity investment of $1 million (an aggregate of $2 million) from Included Investors; 4) 20% upon the closing price for the Company's common stock closes above $80 (eighty cents) per share for 10 out of any 20 consecutive trading days; 5) 15% upon the announcement and consummation of a strategic relationship with at least two A-List Celebrity upon terms and conditions mutually agreed upon with the Company and Consultant. 6) 15% upon the launch and initial distribution of a Giggles N' Hugs branded product line, which may be clothing, furniture, frozen food, toys or similar merchandising (a Product Line). 3





(c) It is agreed that one event shall not trigger more than one of the above vesting provisions (e.g. a strategic relationship Honest Company and Jessica Alba shall not vest 30% of the Warrants under items 5 and 6, above). Further, no vesting of Milestones 2-4, will be triggered as a result of an acquisition of the Company, or a public or registered offering of its securities, unless such result is from the direct performance of Consultant. (d) Company will only sell, transfer or issue stock at prices that are in the best interest of the company and its shareholders. 3. Termination. Either party may terminate this agreement after 3 years following the effective date. (a) In addition, this Agreement will terminate upon the following: (1) Completion of work or period of work provided in this agreement. (2) Termination by Company or Consultant for any material breach, which is not cured within 30 days after written notice of any such material breach from the non-breaching party, pursuant to the terms of the Agreement. (3) By the Company, at its option, if at least two Milestones (excluding Milestones 1) are not achieved within 12 months from the Effective Date. 4. Relationship of Parties. Consultant is an independent contractor and is not an agent or employee of, and has no authority to bind, the Company by contract or otherwise. Consultant will report as self-employment income all compensation received by Consultant pursuant to this Agreement. Consultant will indemnify the Company and hold it harmless from and against all claims, damages, losses, costs and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on the Company to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Consultant pursuant to this Agreement. Consultant will not be entitled to receive any vacation or illness payments or to participate in any plans, arrangements, or distributions by the Company pertaining to any bonus, profit sharing, insurance or similar benefits for the Company's employees. 5. Confidential Information. Consultant acknowledges that, in connection with providing the Services, Consultant will acquire confidential and proprietary information of the Company, including without limitation information relating to the Company's business, products, technology and customers, and that all such information is and will be confidential and proprietary information of Company (collectively Confidential Information). Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of Consultant or that Company regularly gives to third parties without restriction on use or disclosure. Consultant will not disclose or permit disclosure of any Confidential Information of the Company to third parties other than as required to perform the Services. Consultant agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Consultant further agrees to notify the Company in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Company's Confidential Information, which may come to Consultant's attention. 4





6. Non-Solicitation. Consultant will not, during the Term, and for a period of one (1) year thereafter, directly or indirectly: (i) solicit, recruit or promote the solicitation or recruitment of any employee or consultant of the Company for the purpose of encouraging that employee or consultant to leave the Company's employ or sever an agreement for services; or (ii) solicit, participate in or promote the solicitation of any of the Company's clients, customers, or prospective customers with whom Consultant had a Material Contact (hereinafter defined) and/or regarding whom Consultant received Confidential Information, for the purpose of providing products or services (Competitive Products/Services). Material Contact means interaction between Consultant and the customer, client or prospective customer within one year prior to Consultant's separation of services from the Company that takes place to manage, service or further the business relationship. This limitation is not intended to limit the Company's right to prevent misappropriation of its Confidential Information beyond the non-solicitation period. Consultant and Company agree that if any court of competent jurisdiction shall for any reason conclude that any portion of this non-solicitation covenant shall be too restrictive, the court shall determine and apply lesser restrictions, it being the intent of the parties that some such restrictions shall be applicable for the protection of Company and its shareholders. 7. Property of Company. (i) Definition of Innovations. Consultant agrees to disclose in writing to the Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, Innovations). (ii) Ownership of Innovations. Consultant and the Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by the Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of the Company. Consultant hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, Intellectual Property Rights) therein. At the Company's request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with the Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of the Company, as Consultant's attorney-in-fact to execute documents on behalf of Consultant for this limited purpose. Consultant's obligation to assist the Company shall continue beyond the termination of Consultant's relationship with the Company, but the Company shall compensate Consultant at a reasonable rate after the termination of such relationship for time actually spent at the Company's request providing such assistance. 5





8. Moral Rights. Consultant also hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Innovation, during and after the term of this Agreement. Moral Rights mean any rights to claim authorship of any Innovation, to object to or prevent the modification or destruction of any Innovation, to withdraw from circulation or control the publication or distribution of any Innovation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a moral right. 9. No Rights Granted. Nothing in this Agreement will be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor will this Agreement grant Consultant any rights in or to the Company's Confidential Information, except the limited right to use the Confidential Information as required in connection with performing the Services. 10. No Conflict. Consultant represents to the Company that Consultant can provide the Services to the Company without conflict with his obligations to any other party and covenants to the Company that, in performing the Services, he will not violate any obligations to any third party, including obligations concerning providing services to others and confidentiality of proprietary information. 11. General. (a) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws, except with respect to issues governed by the copyright laws of the United States. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Los Angeles County, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. (b) Disagreements; Attorneys' Fees. The parties agree to attempt to resolve any disputes, controversies or claims (Dispute) arising out of or relating to this Agreement in a meeting between a representative of each party who has decision-making authority with respect to a Dispute. Should the meeting either not take place or not result in a resolution of the Dispute within thirty (30) days following notice of the Dispute to the other party, then either party may bring suit or action in accordance with this Agreement. Each party hereto agrees that in the event that the other party is required to engage an attorney to enforce any of the terms or obligations contained in this Agreement, the non-prevailing party shall pay all reasonable costs and expenses of that attorney or firm, whether or not a complaint or suit is filed with any court of competent jurisdiction. 6





(c) Assignment. The services provided for in this Agreement, are of a personal nature and Consultant may not assign or transfer any of Consultant's rights or delegate any of Consultant's obligations under this Agreement, in whole or in part, without the Company's express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigns. (d) Complete Understanding; Modification. This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. (e) Severability. If one or more provisions of this Agreement are held to be illegal or unenforceable, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required under such jurisdiction so that this Agreement shall otherwise remain in full force and effect and enforceable. (f) Notices. All notices must be in writing and delivered to the other party's principal business address, by personal delivery, overnight courier service, email or by facsimile. Notices will be deemed given as of the date of receipt, which date shall be evidenced by the signature of an authorized representative of the receiving party or by written evidence of a successful transmission of an email or facsimile. (g) No Agency. Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency, partnership or joint venture between the parties. (h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together shall constitute one and the same instrument. (i) Survival. Sections 5, 6 and 11 shall survive termination of this Agreement. (j) Remedies and Enforcement. The parties acknowledge and agree that their remedy (ies) at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate, and the breach shall be per se deemed as causing irreparable harm to the non-breaching party. In recognition of this fact in the event of a breach or threatened breach of any of the provisions of this Agreement, the Parties agree that, in addition to any remedy at law available, including, but not limited to monetary damages, the Parties, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the non-breaching Party. (k) Construction. This Agreement shall be construed within the fair meaning of each of its terms and not against the party drafting the document. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK 7





IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date. GIGGLES N' HUGS, INC. KIDDO, INC. By: /s/ Joey Parsi By: /s/ Michelle Steinberg Name: Joey Parsi Name: Michelle Steinberg Its: Chief Executive Officer Its: Vice-President 8
[A]: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?


[Q]: EXHIBIT 10.2

                             DISTRIBUTOR AGREEMENT

EXHIBIT 10.2

                         EXCLUSIVE DISTRIBUTOR AGREEMENT

         THIS  EXCLUSIVE   DISTRIBUTOR  AGREEMENT  (the  Agreement)  shall  be effective as of _Dec. 8, 2005  (hereinafter  Effective  Date),  by and between LifeUSA/  Envision  Health,  Inc.,  a  corporation   (hereinafter   collectively ENVISION), and Sierra Mountain Minerals, Inc., a Canadian company (hereinafter SIERRA), is made with reference to the following facts:

                                    Recitals

A.       SIERRA is the manufacture and producer of a joint health product called          SierraSil (hereinafter the Product) for human use.

B.       ENVISION is the manufacturer of certain nutritional  supplements and is          desirous of becoming an  exclusive  distributor  for the Product in any          blend  with  Krill Oil  (hereinafter  the  Finished  Product)  in all          distribution  channels in the Territory on the terms and conditions set          forth herein.

C.       SIERRA is desirous of having ENVISION act as its exclusive  distributor          for the Product in any blend with Krill Oil in all distribution          channels in the Territory on the terms and conditions set forth herein.

NOW, THEREFORE, it is hereby agreed as follows:

1.       Incorporation  of Recitals.  The  Recitals  set forth  in  Paragraphs A          through C, above, are  incorporated herein as though set forth in full.

2.       Appointment.   SIERRA  hereby   appoints   ENVISION  as  its  exclusive          distributor  for the  Product  in any blend  with  Krill Oil within the          Territory  subject to ENVISION  fulfilling  the terms and conditions of          the best efforts marketing requirements set forth herein in Sections 4,          5,  and  9.  SIERRA  shall  cease  making  sales  to  any  customer  or          distributor who, during the term of this Agreement, violates ENVISION's          exclusivity.

3.       Territory.  The Territory shall be the entire world.

4.       Prices and Terms.  The price for the  Product as set forth in Section 9          herein,  sold by SIERRA to ENVISION,  shall be subject to change due to          changes  in  manufacturing  costs and so as to  maximize  profits;  any          changes in price for the Product  shall not be applicable to previously          accepted  orders  and  shall be made  with at least  ninety  (90)  days          advance  notice  in  writing  and in good  faith by  conference  of the          parties.  ENVISION shall not resell the Product alone. Terms of payment          will be 1/3 upon  placement  of order and 2/3  balance  net thirty (30)          days  or as  mutually  agreed  upon in  writing  between  the  parties.          Delivery will be F.O.B.  ENVISION shall be responsible for all costs of          shipping from SIERRA to ENVISION.

5.       Product Support. ENVISION will use  its best efforts to market and sell          the Finished Product throughout  the Territory.  The parties also agree          that:

         o     If SIERRA  customers are  interested in purchasing the Product in                any blend with Krill Oil, SIERRA will refer them to ENVISION.

         o     ENVISION  will be  responsible  for  all  costs  associated  with                developing and manufacturing the Finished Product.

6.       Sales Disclosures. ENVISION will provide SIERRA with demand projections          for the  Product and SIERRA will  produce  enough  Product to meet such          demand projections.  ENVISION will inform SIERRA of committed sales and          SIERRA  will  increase  or  scale  up its  production  of  the  Product          accordingly.  SIERRA will not  unreasonably  withhold the Product,  but          shall not be liable for unfulfilled or partially fulfilled orders given          just cause for such action.

7.       Term.  The  term of this  Agreement  shall  be two (2)  years  from the          Effective  Date with  automatic  annual  renewals  thereafter  provided          either  party does not provide  sixty (60) days  notice of  termination          prior to the renewal date or the Agreement is not otherwise  terminated          as set forth in Section 8.

8.       Termination.          (a) Upon the  occurrence  of a  material  breach or  default  as to any          obligation,  term or provision contained herein by either party and the          failure of the breaching  party to promptly  pursue (within thirty (30)          days after  receiving  written  notice  thereof from the  non-breaching          party) a reasonable remedy designed to cure (in the reasonable judgment          of the  non-breaching  party) such  material  breach or  default,  this          Agreement  may be  terminated  by the  non-breaching  party  by  giving          written notice of termination to the breaching party,  such termination





         being  immediately   effective  upon  the  giving  of  such  notice  of          termination.

         (b) Upon the  occurrence of  bankruptcy  of the other party,  breach of          confidentiality,  government legislative interference, or force majeure          extending  beyond  sixty  (60)  days,   either  party  may  immediately          terminate the Agreement.

9.       Purchase  Requirements.  During the  term of this  Agreement,  ENVISION          will  exclusively  purchase  the  Product  from   SIERRA.  The  parties          mutually agree to the Purchase Price of:

         Product                          Purchase Price          -----------------------------------------------          A.  SierraSil                    Per Sierra Sil's wholesale price list.

10.      Intellectual Property.  SIERRA is responsible for all Patent costs  for          the Product.  SIERRA  warrants it  owns pending patents for the Product          in the  U.S. and  internationally.  SIERRA  hereby  grants  ENVISION an          exclusive,  royalty-free  sub-license of  the Product's future patents,          and patent  applications  to distribute,  sell  and market the Finished          Product.  SIERRA hereby agrees to indemnify,  defend  and hold ENVISION          harmless  from any claims  that the Product  infringes  upon  any other          patent.

11.      Trademarks  SIERRA  is the  owner of the  trademark&sbsp; SierraSil.  This          Agreement  grants  ENVISION a  non-exclusive  and  non-royalty  bearing          license to use the mark  SierraSil.  SIERRA shall at all times be the          owner of the  trademark and ENVISION  shall acquire no rights  thereto.          Upon  termination,  ENVISION shall have eighteen (18) months to exhaust          any  inventories,  packaging  and  advertising  materials  bearing  the          SierraSil  trademark  and SIERRA  shall have first option to buy back          any inventory at ENVISION's net purchase price.

12.      Independent Contractor Status. The parties acknowledge that ENVISION is          an  independent contractor and  shall  not be deemed to be an employee,          agent, or joint venturer of SIERRA  for any  purpose, including federal          tax purposes.

13.      Warranty.  SIERRA warrants that  the Product shall be free from defects          in  material  and  workmanship  for  the  reasonable  shelf life of the          Product.  In the event of any breach  of this  warranty or in the event          any user of Product  makes a claim that  the  Product  was the cause of          personal injury or property damage  (product  liability claim),  SIERRA          shall indemnify,  defend and hold  ENVISION harmless from any liability          occasioned  by a breach  of  warranty  or  a product  liability  claim.          SIERRA  warrants  that it carries  general  liability  insurance of not          less than $2 million  per occurrence and product liability insurance of          not less than $5 million  per occurrence  and that,  upon the execution          of this Agreement,  it  will name ENVISION as an additional  insured on          such policies.  SIERRA  further  warrants  that the Product will not be          adulterated or misbranded within the meaning  of any federal, state, or          local law or  regulation  or other  applicable  law.  SIERRA  agrees to          promptly notify ENVISION of any problem,  anomaly, defect or  condition          which would reasonably cause ENVISION's concern relative to  stability,          reliability, form, fit, function or quality of the Product.

         ENVISION  warrants that the Finished Product will not be adulterated or          misbranded  within the meaning of any federal,  state,  or local law or          regulation or other  applicable law. In the event of any breach of this          warranty or in the event any user of the Finished Product makes a claim          that the Finished  Product was the cause of personal injury or property          damage (product liability claim), ENVISION shall indemnify, defend, and          hold  SIERRA  harmless  from any  liability  occasioned  by a breach of          warranty  or a  product  liability  claim.  ENVISION  warrants  that it          carries  general  liability  insurance of $1 million per occurrence and          product liability  insurance of not less than $2 million per occurrence          and that, upon execution of this  Agreement,  it will name SIERRA as an          additional insured on such policies.

14.      Confidential  Information.  The  parties  acknowledge  that, during the          term  of  this  Agreement,   each   may  receive  certain   Proprietary          Information of the other.  Proprietary  Information  includes,  without          limitation,    formula,    scientific   studies,    processes,   plans,          formulations,  technical information, new  product information, methods          of product delivery, test procedures,  product samples, specifications,          scientific,  clinical,  commercial  and   other  information  or  data,          customer lists,  customer contacts,  and  other distributors within the          Territory   which  are  considered   confidential   in  nature  whether          communicated  in writing or orally.  The parties  agree that  each will          treat such information as  confidential.  Neither party shall  have the          right to  disclose  the  Proprietary  Information  to any  third  party          without the express written consent  of the disclosing  party.  Neither          party may use the proprietary information  except in furtherance of the          goals of this  Agreement and is further  prohibited  from utilizing the          Proprietary  Information  directly  nor  indirectly  to  engage  in any          business activity which is competitive with the other.

15.      Force  Majeure.  In no event  shall  any party be  responsible  for its          failure to fulfill any of its  obligations  under this  Agreement  when          such  failure  is  due  to  fires,  floods,  riots,  strikes,   freight          embargoes,  acts  of  God or  insurrection.  In the  event  of a  force          majeure, the party affected thereby shall give immediate written notice          to the other.  If the event of force majeure  continues for longer than





         sixty  (60)  days,  the party not so  affected  shall have the right to          terminate this Agreement.

16.      Non-Waiver  of  Default.  The  failure  of either  party at any time to          require the  performance  by a party of any provision of this Agreement          shall in no way  affect the right to  require  performance  at any time          after  such  failure.  The  waiver of  either  party of a breach of any          provision  of this  Agreement  shall not be taken to be a waiver of any          succeeding  breach of the  provision  or as a waiver  of the  provision          itself.

17.      Attorney's  Fees.  In the event  either  party is required to institute          litigation to enforce any provision of this  Agreement,  the prevailing          party in such  litigation  shall  be  entitled  to  recover  all  costs          including without limitation,  reasonable  attorney's fees and expenses          incurred in connection with such enforcement and collection.

18.      Venue. This Agreement is deemed to have been entered into  in the State          of Colorado,  and its  interpretation,  construction,  and the remedies          for its  enforcement  or breach  are to be applied  pursuant  to and in          accordance with the laws of the State of Colorado.

19.      Notices.  Any  and all  notices  or  other  communication  required  or          permitted to be given  pursuant to this  Agreement  shall be in writing          and shall be construed as properly given if mailed first class, postage          prepaid to the address specified herein. Either party may designate, in          writing,  a change of address or other  place to which  notices  may be          sent.

         If to SIERRA:                               If to LIFEUSA/ENVISION:          Mr. Michael Bentley                         Mr. Michael Schuett          Sierra Mountain Minerals Inc.               Envision Health, Inc.          1501 West Broadway, Suite 500               2475 Broadway, Suite 202          Vancouver  BC  V6J4Z6                       Boulder, CO 80304          Canada

20.      Amendment.  This Agreement shall not be modified or amended except by a          written agreement executed by both parties.

21.      Entire  Agreement.  This Agreement  constitutes  the  entire  agreement          between the parties  with  respect to the subject  matter  thereof  and          supersedes all prior agreements, whether written or oral.

22.      Assignment. The parties shall have the right to assign all, or part, of          its  rights under  this  Agreement  to any  wholly owned  subsidiary or          affiliate  without the consent of the other Party. Any other assignment          by the parties, requires the prior written consent of the other Party.

ACKNOWLEDGEMENTS

         Each party acknowledges that he or she has had an adequate  opportunity to read and study this Agreement.  The  understanding of the aforesaid  articles causes no  difficulty  whatsoever  and each  party has  retained  a copy of this agreement immediately after the signing of it by all parties.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective as of the date and year first written above.

SIERRA MOUNTAIN MINERALS                LIFEUSA/ENVISION HEALTH

By:    /s/ Michael Bentley              By: /s/ Michael Schuett        -----------------------              -------------------------        Michael Bentley                      Michael Schuett

       December 8, 2005                 December 7, 2005        -----------------------          ------------------------------        Date                             Date
[A]:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?