NOTICE: The following services, including all terms and conditions of those services as contained herein, are predicated upon being initiated in and initially restricted to, as well as governed by the laws of the county of Los Angeles and the state of California, and other counties and their states respectively.
This Marketing and Sales Agreement when signed along with the MANDATE provides you weekly cable television and eventual satellite television exposure, product exhibit space in a daily walk-in location and an Internet Website presence 24/7. The Exhibitor is participating in our COMPLETE NATION EXPO.
Subsequent to the third hour of consecutive television airing of the program the COMPANY shall institute a bi-weekly program guide, as well as either radio simulcast or local radio replay to complete their marketing efforts. Once established in Los Angeles County, this service will expand to other major markets*. (3a)

This Agreement is between Media Magic/World Marketing Services, hereinafter referred to as the COMPANY and                                 , hereinafter referred to as CLIENT.

1. PRODUCT/SERVICE. A brief description of the product/service hereinafter, referred to as the PRODUCT, is provided by CLIENT as follows:                                                                .

Initial quantity of PRODUCT to be furnished by CLIENT for the purpose of sale by the COMPANY is                . CLIENT will ship or deliver said PRODUCT to our designated showroom upon prior arrangement and instructions. The Retail price for the PRODUCT is              . The Wholesale price is            . The Wholesale price is established only to indicate the commission area for the PRODUCT. The COMPANY performs as a sales entity for the CLIENT to find buyers and does not purchase any PRODUCT/service.

2. TERM of AGREEMENT. The term of this Agreement shall be for twelve months, beginning                  continuing through and including                  , and shall be automatically renewed for a like period unless otherwise advised by client thirty days prior to expiration or renewal. This initial Agreement can be month to month for 90 (ninety) days.

3. FEES and COMMISSIONS

A) Payment by CLIENT of the monthly fee in the amount of $4,70000 (four thousand seven hundred dollars) is for TV Production, cost of airtime in presenting THE PRODUCT, an Internet presence, Print, Radio, and Department Store style Expo space, coming to an annual expenditure of, $56,40000 (fifty six thousand four hundred dollars). See NOTICE.

B) An agreed upon sales commission is to be established upon the conclusive evaluation of PRODUCT and consultation with CLIENT. Said commission shall be in addition to the above (3a) established ongoing fees. The commission for this Agreement is:     % and that represents: $             per sale to WMS.

4. PERFORMANCE OBLIGATIONS

A) The COMPANY will present the PRODUCT weekly on cable TV, daily in the COMPANYS' showroom and on the Internet. Then bi-weekly in print and on radio as indicated above in our NOTICE.

B) The COMPANY will provide a showroom location, and sales personnel knowledgeable about your product or service. Your product or service will be available at our other locations as well.

C) The COMPANY will provide ordering methods that shall include an inbound toll free '800' telephone number and merchant charge card service via PAYPAL on the Internet.

D) The COMPANY will make payment to the CLIENT in 30 days after the sale.

E) THE COMPANY shall perform hereunder on a 'best efforts' basis to market and sell CLIENTS' PRODUCT. CLIENT, in turn, specifically acknowledges and agrees that THE COMPANY cannot guarantee sales to any extent whether such has been expressed or implied by any other source or document.

F) The COMPANY specifically disclaims and CLIENT specifically accepts all responsibility for the performance and effectiveness of the PRODUCT, including but not limited to functionality, suitability for any use or application by any purchaser, returns or adjustments, documentation, materials intent, representation, completeness, content, presentation, accuracy, damage to PRODUCT, damage caused by PRODUCT, PRODUCT liability, or compliance with any and all governmental or agency requirements.

G) The COMPANY will oversee all PRODUCT order fulfillment. PRODUCT will be shipped in good and functional condition directly to purchaser within an agreed upon time frame in accordance to existing trade regulations.

H) CLIENT may want to provide to the customer a Warrantee or Guarantee relating to the performance of the PRODUCT, this is in the Client's best interest.

I) COMPANY maintains an exchange only policy. There will be no refunds to purchaser and no 30-day money back offers on any PRODUCT or service. Should a PRODUCT be found defective it will be exchanged for a new one within 10 (ten) days from receipt of goods.

J) CLIENT will provide the COMPANY with sufficient sales literature and PRODUCT specifications for the promotion and sale of the PRODUCT as from time to time required or requested.

K) CLIENT will maintain PRODUCT performance and market acceptability such that legitimate returns does not exceed 10% (ten percent) of sales.

5. EXCLUSIVE SALES/Optional Quantity for this Agreement is ________________. Client agrees to ship or deliver the product to our designated Department Stores. During the term of the Agreement, the CLIENT may agree not to advertise or to sell this PRODUCT through any other endeavor in our area of exposure. #5 reflects total quantity, for the Agreement, compared to quantity in #1.

6. MINIMUM SALES AND MUTUAL TERMINATION. In the event that sales do not achieve minimum profitable sales level (30% of initial quantity where applicable*) within a mutually agreed upon time, at least 90 (ninety) days, either the CLIENT or the COMPANY may elect to change the PRODUCT or price, or offer a different PRODUCT and modify this Agreement to the satisfaction of both parties. Termination of this Agreement and aftermarket of the PRODUCT will be discussed and evaluated after 90 days based on continuous low response from the market.

7. PRODUCTION

A) The COMPANY will provide PROFESSIONAL video taping of the PRODUCT or Service suitable for presentation on our cable television program/service. Production will take place at a site designated by the COMPANY.

B) The CLIENT will assist in the television production efforts relating to the PRODUCT and its presentation. CLIENT agrees to make any and all corrections to the presentation and its commentary or intent prior to the actual production, at the conclusion of which, it shall be understood that the presentation constitutes a reasonable and accurate depiction and representation of the PRODUCT and that the presence of the production with the CLIENTS initials establishes CLIENT approval.           .

C) All COMPANY assembly and production of videotape, audio tapes, material and documents represents a configuration that is proprietary and copyrighted by the COMPANY, and all rights reserved. All such items and related work efforts are and shall remain the exclusive property of the COMPANY. CLIENT covenants to protect these, the COMPANY rights, and will not disclose, reproduce, display or disseminate the COMPANY work, materials, or work effort in any way without prior written approval by the COMPANY.

8. DISCLOSURE. CLIENT warrants and personally Guarantees that all information, data, and material necessary for THE COMPANY to effectively perform its work has been provided and that in all respects the content of same is true correct and complete. The CLIENT represents/warrants there is no current contemplated litigation that relates to the PRODUCT being marketed. The COMPANY further covenants not to reveal CLIENT trade secrets or proprietary information about the PRODUCT to any third party without CLIENTS' authorization via written approval.

9. DEFAULT & DAMAGES. In the event of non-payment by CLIENT, the COMPANY may take such action as necessary to collect unpaid balances, costs and damages allowed by law. In the event of any legal action, the prevailing party shall be entitled To reasonable attorneys fees and costs. In this event, the maximum charges sought for or received by any and all, Parties from the COMPANY shall not exceed the fee amounts as described in paragraph three (3) herein.

10. TERMS AND CONDITIONS. This Agreement represents the entire Agreement between the parties. The terms and conditions herein are in lieu of all others, whether expressed or implied and supercede any and all prior written or oral discussions, representations, or arrangements between the parties. This Agreement shall be construed to be and enforced in accordance with the laws of the State of California and the County in which the COMPANY is doing business.

11. HOLD HARMLESS AND INDEMNIFICATION. CLIENT agrees to hold COMPANY, its' officers and employees, harmless from any and all action or litigationarising of or performance of the CLIENTS' business operations or the merchantability and/or performance of the PRODUCT. CLIENT indemnifies the COMPANY, its officers in whole for all costs associated with such action.

12. CANCELLATION CLAUSE. The CLIENT may cancel the Agreement at anytime prior to midnight of the third business day after signing the Agreement, excluding Sundays and holidays. To cancel this Agreement, mail or deliver a signed and dated Notice or send a telegram that states that you, the CLIENT, are "canceling the Agreement", or words to that effect. Such notice is to be sent to the address of the COMPANY below. COMPANY reserves the right to refuse service to any potential client for PRODUCT or service deemed inappropriate by COMPANY.

Agreed to and accepted by:

The CLIENT

Authorized Sig.:                                             
Please Print Name:                                             
Title:                                             
Company Name:                                             
Address:                                                               
              Please make checks payable to: The New Businessworld

The COMPANY

Authorized Sig.:                                    Date:         , 2004

Title:                                             
Company Name: World Marketing Services
Address: 28100 Windsor Drive, Sun City, California, 92586