AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of , 2010, by and between NEWCO, LLC, a New Jersey limited liability company with offices located at (hereinafter "Newco"); and SARAH FERGUSON, DUCHESS OF YORK, an individual residing at (hereinafter "SFDY"). Each of the foregoing may be referred to herein as a "Party" and collectively as the "Parties." WHEREAS, Newco is interested in marketing a brand of Collectible products, including (collectively the "Products") under Newco's "House of Ferguson" trademark which has registration/serial # with the United States Patent and Trademark Office (the "Trademark"), using the celebrity endorsement of SFDY; and WHEREAS, SFDY is willing and able to endorse the Products on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the Parties agree to the following: 1) BUSINESS OBJECTIVES. (A) Newco and SFDY hereby agree to work together to market the Products identified on Exhibit A and additional products to be devised by Newco which shall be added from time to time to Exhibit A, using the celebrity endorsement of SFDY. Newco shall develop the ideas, Products, and marketing and distribution plans with respect to the Products (the "Product Plans"), and shall use commercially reasonable efforts to share them with SFDY for her review, comment and input (the "Review Stage"). At the Review Stage, SFDY shall either grant consent to or reject the Product Plans. If consent is granted, Newco may proceed with more advanced plans and with the manufacture, distribution and marketing of the Products, using the SFDY Endorsement (as defined in Section 1(B) below). The Products may be marketed and distributed by Newco anywhere in the world via electronic retail including without limitation through QVC, internet, shopping channels, infomercials and mail order. Although it shall