NATURAL ORGANICS, INC.

Electronic Media Agreement

RECITALS

a) Natural Organics, Inc. (“NOI”) is a manufacturer, distributor and seller of NaturesPlus, Herbal Actives and many other dietary supplements and personal care products (“NOI Products”). NOI is the owner of all NOI product names and descriptions, including but not limited to the trademarks Natural Organics, Source of Life, Animal Parade, Advanced Therapeutics, and trademarks of individual product names and ingredients (the “Trademarks”), as well as the Natural Organics, Nature’s Plus, Source of Life, Animal Parade, Spiru-tein, and Advanced Therapeutics logos/logotype and various logo designs/logotype used on or to promote NOI products in print and/or electronically (the “Logos”). NOI is the owner of all content, design, style, presentation, images, information, logos, descriptions, domain names, Website applications, and links to Nature’s Plus product descriptions or any information on its Websites and other electronic media that NOI may provide. NOI is the owner of a number of Websites, and Uniform Resource Locators (URLs), including www.naturesplus.com, www.spirutein.com and www.herbalactives.com. All websites, and/or the web addresses, IP addresses, servers or virtual servers owned by NOI or populated with content posted by NOI are hereinafter referred to as the Website. The Trademarks, Logos and Website are hereinafter collectively referred to as the “NOI Property.”

b) The word “you” and “your” in this agreement refers to the authorized representative of the retail store named above and applies to all agents acting on behalf of the retail store who engage in activities described in this Electronic Media Agreement (the “Agreement”). By signing below, you represent that (1) you have the authority to enter into this agreement on behalf of the retail store: (2) that the store named above is a brick and mortar store that makes in-store sales of nutritional supplement products to walk-in customers and such walk-in sales represent no less than fifty percent (50%) of the stores total dollar sales.

c) NOI grants you a limited, non-exclusive license to utilize NOI Property under the terms and conditions set forth in this Agreement for the sole purpose of increasing sales of NOI Products through your store. By signing this agreement, you agree to the terms and conditions set forth in this Agreement for the use of NOI Property provided to you by NOI. You may not replace, add to, delete, or otherwise change this document, and you agree to these terms and conditions as you received them directly from NOI.

d) You acknowledge that (i) you receive no right, title or interest in or to the NOI Property and, as between you and NOI, NOI is and shall be the sole owner of all rights to the NOI Property and (ii) your use of NOI Property pursuant to this Agreement does not and shall not confer or imply a grant to you or any third party of rights, title or interest in NOI Property.

You agree as follows:

1. You may use the Trademarks in connection with authentic NOI Products, only as long as this agreement is valid and for the exclusive purpose of marketing and promoting those NOI Products.

2. Any NOI Property duplicated from the Website will be used for the sole purpose of promoting NOI Products and at no time will the proprietary layout, style, design or information be copied or used for any other purpose.

3. You agree that YOU will not use any NOI Property in a manner or format that replicates any NOI website in identity, style or appearance. Under no circumstances will NOI Property be used such that viewers may believe that your website is owned, endorsed, and/or sanctioned by NOI, unless you receive written approval from NOI to do so. (For example, use of an NOI product name, trademark or copyrighted text in a website URL is not allowed under the terms of this agreement, unless you receive written approval from NOI to do so. Additionally, publication of a website that replicates the style or imagery of the NOI Website is also prohibited under the terms of this agreement.)

4. You agree that you will not use any NOI Property provided by NOI in a manner or format that replicates in style or appearance any materials published by NOI, including, but not limited to, letterhead, brochures, press releases, flyers, trademarks, catalogs, and handbooks. Under no circumstances will NOI Property or copyrighted materials be used such that viewers may believe that your published materials are owned, endorsed, and/or sanctioned by NOI.

5. You may not make any representation or warranty regarding NOI Products other than those specifically provided by NOI in writing. Nothing in this Agreement shall give you any right, title or interest in the NOI Property other than the right to use the NOI Property in accordance with this Agreement.

6. NOI maintains the sole right and discretion to bring infringement or unfair competition proceedings involving the NOI Property.

7. You must use the NOI Property only in the form and manner as prescribed from time to time by NOI. You agree that (a) you must use the NOI Property in a commercially acceptable and responsible manner and ensure that no use of the NOI Property will reflect adversely upon the good name of NOI or its subsidiaries, product lines, or products; and (b) your use of NOI Property shall not contain disparaging or derogatory statements with respect to any NOI Product or its ingredients, composition, or packaging, or to any element of the NOI Property.

8. NOI will not be liable for any claims, infringements, liabilities, or damages for the means or manner in which you use the NOI Property or which result from your publication of any NOI Property.

9. If any legal action should arise from your improper use of any electronic information gathered from any Website or source of information that NOI has made available, you and/or your store will assume all legal fees, damages, and liabilities and you will hold NOI harmless.
You shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods covered by this Agreement.
This Agreement shall continue indefinitely for as long as you comply with its provisions and you purchase NOI Products from NOI. NOI shall have the right in its sole discretion to terminate this License Agreement at any time. Upon termination, you shall immediately cease using the NOI Property, and any confusingly similar Trademark, Logo or Website. With respect to any remaining NOI Property in your possession on the date of termination, NOI shall review such NOI Property and determine whether to consent to their continued use. This Agreement may not be assigned without NOI’s prior written authorization and is governed by the internal laws of the State of New York without regard to its conflicts of laws principals.
All parties agree that any conflict or dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction and venue of the courts of New York State located within Nassau County. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of the party’s rights to subsequently enforce the provision. This Agreement may be executed in counterparts by fax.
This Agreement supersedes all prior Agreements and discussions pertaining to the subject matter of this Agreement. Neither party to this Agreement will be bound by, and specifically objects to, any provision that is different from or in addition to this Agreement (whether proffered verbally or in any writing) unless such provision is specifically agreed to in writing signed by an executive officer of that party.