Marketing and Participating Agreement

MARKETING and PARTICIPATING AGREEMENT

This Marketing and Participating Agreement (hereinafter “Agreement”) is entered into by and between and its subsidiary , as Marketer, (hereinafter collectively ) and and its subsidiary , as Manufacturer, (hereinafter collectively ).

For and in consideration of the mutual promises contained herein, the parties do hereby covenant, contract and agree as follows:

1. Obligations of . agrees to market through the medium of its Internet web site located at http:// (hereinafter “the site”) the products manufactured and provided by and which are further described in Exhibit “A” attached hereto and made a part of this Agreement. Further, agrees to:

A.) Allow manufacturer to upload all or part of its product catalog, and

B.) Allow manufacturer to change its pricing of product(s), to assign multiple pricing structures, and to post clinical and descriptions for any product(s) offered for sale hereunder at any time, 7 days a week, 365 days a year.

2. Obligations of . agrees to manufacture and provide such products as are further described in Exhibit “A” attached hereto and made a part of this Agreement to for the purpose of resale. agrees that has the right to market, sell, and advertise such described products. Further, agrees to:

A.) Manufacture the product(s) in a timely manner and to high quality and

B.) Be solely responsible for customer service regarding the product and for any liability for breach of warranties or defects caused or created by the manufacture and sale of such product(s).

C.) Provide a designated customer service representative who shall respond to requests for orders, acknowledgments, queries or other product information within twenty-four (24) hours of any email request from [or buyer/consumer].

3. Identification and Verification of Sales of Products. Each product item manufactured and provided by and offered for sale by will be assigned an identification number.

shall have the right at all reasonable times to examine records concerning sales of its products by .

shall deposit, hold and account for the sales proceeds of all product(s), hereinafter “receivables”, for a period of thirty (30) days prior to remitting payment to , less any amounts due to , pursuant to Clause No. 4 of this Agreement.

4. Compensation. , as manufacturer, shall pay to , as marketer, compensation upon the following terms and conditions:

(A) of the gross sales price per item/per transaction for product(s) provided to by and which are sold by .

(B) of the gross sales price per item/per transaction for product(s) provided to by and which are sold by to any domestic or foreign federal, state, or local governmental agencies, representatives or departments.

(C) For any sale(s) requiring payment to within twenty (20) days, shall be paid an additional per item/per transaction.

It is understood and agreed to by the parties hereto that the amount(s) to be remitted to by shall be the amount of the gross sales proceeds per item/per transaction LESS the amount earned and due to as commission/transaction fee for such sale(s), hereinafter “net sales proceeds”.

All compensation shall be remitted to by within thirty (30) days of tender by resale buyer to . The prices at which products are sold shall be determined by .

5. Term. This Agreement shall extend for a period of one (1) year from the date of full execution by all parties and shall be automatically renewed for successive one (1) year terms unless sooner terminated by Agreement of the parties hereto, or for the following reasons:

A. In the event the product(s) manufactured and provided by are recalled by private or government action or are shown to be unsafe or obsolete, may terminate this Agreement by providing thirty (30) days written notice to .

B. In the event that ceases to manufacture the product(s) subject to this Agreement for any reason whatsoever, this Agreement shall terminate without further notice to or recourse by .

6. Relationship of Parties. and are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

7. Modification. This Agreement may be not be modified except by written amendment signed by both and .

8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and replaces and supercedes all prior agreements between the parties with respect to the same, or partially the same, subject matter.

9. Governing Law. This Agreement shall be construed in accordance with the laws of the State of .

This Agreement is entered into this the day of , A.D.