Sales Representative Agreement

4.14 Form: Sales Representative Agreement

THIS AGREEMENT, by and between National Sales, Inc. ("Representative"), a New York corporation with offices at West 40th Street, New York, New York, and Multimedia Producer, Inc. ("Producer"), a New York corporation with offices at Park Avenue, New York, New York.

WHEREAS, Representative is a corporation engaged in the business of the sales and marketing of electronic devices and related products, and maintains a national sales force experienced in such sales;

WHEREAS, Producer is in the business of producing and distributing CD-ROM multimedia discs; and

WHEREAS, Representative possesses the expertise and sales marketing knowledge consistent with the sales objectives of Producer.

NOW THEREFORE, the parties hereto agree as follows:

1. Appointment

Producer hereby appoints Representative as a representative to sell CD-ROM multimedia disc products published by Producer set forth in Schedule A (the "Authorized Products"). Producer may modify, discontinue or change the Authorized Products, and add or delete Authorized Products from Schedule A, in its sole discretion, upon written notice to Representative. During the term of this Agreement, Representative shall have an exclusive right to sell the Authorized Products in the United States and Canada to the accounts specifically identified in Schedule B (the "Authorized Accounts"). Upon written approval of Producer, additional Authorized Accounts may be added to Schedule B. Nothing contained in this Agreement shall prohibit Producer from marketing and selling, nor from appointing others to market and sell the Authorized Products to accounts other than the Authorized Accounts or products not identified as Authorized Products to any account, including Authorized Accounts.

2. Orders

Producer will set prices for the Authorized Products in its sole discretion. All customer orders submitted by Representative for the Authorized Products are subject to Producer's approval and acceptance.

Representative hereby commits to delivering orders for a minimum of one thousand (1,000) units for each of the Authorized Products within six (6) months from the date of this Agreement (the "Initial Commitment"). In the event Representative fails to satisfy the Initial Commitment, Producer may terminate this Agreement at any time prior to Representative's delivery of orders for the Initial Commitment upon thirty (30) days written notice to Representative.

3. Compensation

Producer agrees to compensate Representative at the rate of percent ( ) of the Gross Receipts (as defined herein) for sales of the Authorized Products made by Representative.

Gross Receipts are defined as all money actually received by Producer from the Authorized Accounts for the purchase of Authorized Products, not reduced by any discounts, returns or allowances, other adjustments, applicable taxes, shipping and handling. All sales commissions due hereunder shall be payable to Representative within twenty (20) days following receipt of payment by Producer of the purchase price. Commissions shall be considered as earned as of the date of payment to Producer by Producer's customer. Commissions paid to Representative for goods authorized and accepted as returns by Producer will be debited against Representative's earned commission in the month following receipt of the returned goods by Producer.

4. Term

The term of this Agreement shall commence as of the date of this Agreement and continue for a term of one (1) year, unless sooner terminated in accordance with the terms of this Agreement. Thereafter, this Agreement may be terminated by either party, at any time, by providing thirty (30) days prior written notice of termination.

5. Proprietary Rights

Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Authorized Products shall remain vested in Producer, or in Producer's licensors. Representative shall not remove Producer's copyright notices, restricted rights legends or any other notices from the Authorized Products. Representative shall fully cooperate with Producer in any action relating to enforcement of Producer's proprietary rights.

6. Independent Contractors

It is expressly agreed that Producer and Representative are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein.

7. Severability

In the event any portion of this Agreement is declared void by any court or tribunal of competent jurisdiction then, in that event, that portion shall be deemed severed from this Agreement, and the remaining portions hereof shall remain in full force and effect.

8. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party. Any purported assignment without such written consent shall be unenforceable and shall have no force or effect. Notwithstanding the foregoing, this Agreement shall be assignable by Producer to an affiliated entity, or upon the transfer of the right to license or sublicense the Authorized Products to the transferee of said right by providing written notice to Representative.

9. Notices

All notices permitted or required under this Agreement shall be in writing and shall be delivered by confirmed facsimile transmission, in person, by certified or registered mail, return receipt requested, or by overnight delivery with receipt, to the respective facimilie numbers or addresses of the parties as set forth above, or to any corrected facimilie number or address supplied by either or both parties, in writing.

10. Complete Agreement

This Agreement, together with the annexed Schedules constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

11. No Representations

Representative may not make any contracts or commitments on behalf of Producer nor make any warranties or other representations regarding the Authorized Products other than those authorized by Producer in writing. Representative shall indemnify and hold harmless Producer from any claims, liabilities, expenses, and costs, including attorneys' fees, arising from the breach of any of Representative's obligations in this Section 11.

12. Force Majeure

Producer shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of Producer.

13. Governing Law

This Agreement shall be governed in all aspects by the laws of the United States of America and the State of New York. All disputes and/or claims arising under this Agreement shall be brought before the American Arbitration Association, in New York, New York, under the rules of that organization then in effect, except that the parties agree that if they enter into such arbitration proceeding under this Agreement, they will each name one (1) independent arbitrator, and the arbitrators chosen by the parties will name a third arbitrator, and the matter will be heard by the three (3) named arbitrators.

14. Expenses

In the event any proceeding is brought in connection with the Agreement, the prevailing party in such proceeding shall be awarded, in addition to any other award, its costs, expert witness fees and reasonable attorney's fees.

15. Limitation

PRODUCER MAKES AND REPRESENTATIVE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRODUCER SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES. PRODUCER'S ENTIRE LIABILITY AND REPRESENTATIVE'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENTS DUE UNDER PARAGRAPH 3 HEREOF.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.