PAYMENT TERMS: The payment terms by which RETAILER (“RETAILER”) shall pay SP UNITED USA, Inc. (“SP”), are Pre-Payment in Advance. Net 30 terms are available subject to credit approval. All past-due term accounts will incur a finance charge on the unpaid balance of one and one-half percent (1.5%) interest per month on the outstanding amount or the maximum interest allowed by law, whichever is lower, until the owing amount is paid in full, and will be considered due and payable upon demand. Any past-due accounts may, at SP’s election, cause all of RETAILER’s accounts to be placed on credit hold, and may prevent RETAILER from receiving pre-booked and/or other merchandise. Returned checks (whether by N.S.F., account closed, uncollected funds, or any other reason) shall be charged a minimum Fifty Dollar ($50.00) handling fee for each item returned.

SHIPPING: RETAILER shall pay all shipping costs. All RETAILER shipping/routing instructions must be submitted to SP in writing at the time the order is placed. Shipments are F.O.B. the SP distribution facility, currently in San Clemente, California, USA, and are customarily sent by UPS ground freight. Unless otherwise stipulated in writing at the time the order is placed, truck shipments will be shipped freight collect. Another shipping choice may be utilized, at RETAILER’s request, only if deemed feasible by SP, in its sole discretion, provided that all expenses are paid by RETAILER. SP reserves the right to ship two (2) weeks prior to the requested ship dates. SP shall not accept responsibility for goods lost or damaged in transit once picked up by any RETAILER or its agent. RETAILER must advise SP in writing of any errors in shipment within five (5) business days after receipt of each lot or partial shipment of goods. All shipments are subject to credit approval. Past due account, incomplete credit information, or non-conforming purchase orders will cause delay in shipment. In limited inventory situations, non-credit held dealers will receive top priority.

CANCELLATIONS: No request for cancellation of an order shall be effective unless it is submitted in writing to the SP sales representative assigned to RETAILER with a copy to SP at least thirty (30) days prior to the start ship date for accounts with single retail locations or at least sixty (60) days prior to the “start ship date” for accounts with multiple retail locations. Unless rejected by SP, Orders, which are defined as orders received by SP at any time and are considered binding and non-cancelable by RETAILER. Orders being held for credit reasons are subject to cancellation by SP at any time up to two (2) weeks after the requested ship date.

RETURNS: All returns must be approved in writing by the Customer Service Returns Department of SP and given a SP Return Authorization number (RA#), which may be obtained by contacting SP’s Customer Service by email at the following email address: contact@sp-united.com or by phone: (949) 612 - 7071. No request for return of an order shall be effective unless it is submitted in writing to the SP sales representative assigned to RETAILER with a copy to SP. A return of merchandise which is not defective may be made only upon a shipping error made by SP which is reported by the RETAILER within five (5) business days after the receipt of goods, as described above. A return of merchandise which is defective, must be made within a reasonable time, but in all cases no later than within thirty (30) calendar days of receipt of the goods by RETAILER, and only with proper authorization from SP. All returns must have the SP’s UPC logo and logo tags attached in their original manner. A copy of the customer’s sales receipt may be required as a prerequisite to acceptance by SP of the return. Authorized returns must be sent to SP UNITED USA, Inc., 1010 Calle Cordillera, San Clemente, CA 92673. In the limited instance where SP, in its sole discretion, authorizes a return for a reason not listed above, such return will be subject to a 15% restocking fee, and RETAILER shall be responsible for all shipping charges. If such returned items are in need of repackaging or have retail store stickers and/or hang tags attached, there will be an additional handling fee of 25% of invoiced cost per item.

ORDER CHANGES: For any order change of 10% or more in value, RETAILER must obtain the written authorization of SP’s Sales Department, which may be withheld in SP’s sole discretion, no later than four (4) weeks prior to the schedule shipping date. In the event SP agrees to an order adjustment, all pre-season discounts on products, shipped or unshipped, will be readjusted and re-billed accordingly.

CHARGE-BACKS: Except as expressly set forth on herein, all sales are final. SP does not, and will not, accept charge-backs of any kind from RETAILER.

WARRANTY: SP makes no warranty whatsoever, including any warranty of merchantability or fitness for a particular purpose and HEREBY DISCLAIMS SUCH IMPLIED WARRANTIES. SP’s responsibility for defective goods is set forth in its limited warranty policy statement (SP's current Warranty Support Program is attached hereto as the Fifth Schedule). SP requires that RETAILER work with the customer on all valid warranty claims and that RETAILER not pass the customer directly to SP, except where there are no dealers within a market area.

REFUSED ORDERS: Should RETAILER refuse to accept a delivery of product that was not canceled in accordance with SP’s cancellation policy as described above, RETAILER shall be responsible for all shipping costs resulting therefrom. In the event RETAILER refuses to accept an order, then, in addition to other remedies which may be available to SP, RETAILER shall be responsible to immediately pay to SP a restocking fee of ten percent (10%) of the total amount due hereunder.

TERMINATION OF RELATIONSHIP: Nothing herein shall give rise to an obligation on the part of SP to continue to sell product to RETAILER, and RETAILER acknowledges and agrees that either party may terminate its relationship with the other party with respect to future orders at any time with or without cause and with or without advance notice to the other party. MARKETING: RETAILER is prohibited from featuring or otherwise utilizing any SP products, brand names or trademarks in any of its advertising, in any medium, without the prior written approval of SP’s marketing department, which may be reached email address: contact@sp-united.com or by phone: (949) 612-7071.

MINIMUM ADVERTISED PRICE (MAP): SP’S products may not be advertised in any medium below the priced advertised on the SP’S company website’s i.e. www.sp-connect.com and www.sp-gadgets.com. (see Minimum Advertised Pricing (“MAP”) (SP’s Minimum Advertised Pricing Policy is attached hereto as the Sixth Schedule ). RETAILER’S breach of the provisions contained in this paragraph would cause irreparable injury to SP, which damages as a matter of law would be inadequate to remedy such injury, and SP, in addition to any other remedies available, shall be entitled to seek and obtain injunctive relief.

DISTRIBUTION/GREY MARKET: RETAILER shall: (i) sell SP products at authorized RETAILER selling locations (new locations must be approved in advance by SP’s sales department) only and must only sell to customers; (ii) advertise SP products only in accordance with these Purchase Order Terms & Conditions (the “Terms”) and the MAP; (iii) not trans-ship SP products; and (iv) receive the prior written approval of SP’s sales department before commencing E-commerce, in which event RETAILER shall follow the conditions and requirements set forth in SP’s E-Commerce Policy (SP’s E-Commerce and Internet Sales agreement is attached hereto as the Seventh Schedule). Violations of any of the above conditions may result in suspension or loss of Authorized Dealer status and/or damages.

ECOMMERCE/INTERNET SALES: RETAILER must receive written approval from SP’s sales department in order to market and sell SP’s products via the internet. Contact email address: contact@sp-united.com or by phone: (949) 612-7071 for approval. RETAILER may not sell SP products outside of the country in which they are located. Violation of this policy may result in suspension or loss of Authorized Dealer status and/or damages. (SEE SEVENTH SCHEDULE)

NEW ACCOUNTS: Authorized Dealer status may be granted only after (i) approval from SP’s Vice President of Sales, Director of Sales, or National Sales Manager (sales representatives are not authorized to approve new accounts or selling locations); and (ii) submission, receipt and review of a completed and executed SP UNITED Dealer Agreement and Confidential Dealer Application. Credit limits are established by SP’s Credit Department, which may be reached at email address: contact@sp-united.com or by phone: (949) 612-7071.

INDEMNITY: RETAILER shall indemnify, defend, and hold harmless SP, its officers, directors, employees, agents, affiliates, successors and permitted assigns (each, an "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, to the extent arising out of or relating to any claim of any third party arising out of or relating to SP’s alleged negligence, willful misconduct, or breach of any term, condition, representation or warranty of this Agreement. If any Indemnified Party makes an indemnification request to the RETAILER, the Indemnified Party shall permit the RETAILER to control the defense, disposition or settlement of the matter at the RETAILER’s sole cost and expense; provided that the RETAILER shall not, without the consent of the Indemnified Party, enter into any settlement or agree to any disposition that imposes an obligation on the Indemnified Party that is not wholly discharged by the RETAILER. The Indemnified Party shall notify the RETAILER promptly of any claim for which the RETAILER is responsible and shall reasonably cooperate with the RETAILER to facilitate defense of any such claim. The Indemnified Party shall not enter into any settlement, agree to any disposition or compromise the defense of any such claim; provided that the Indemnified Party may assume such control if the RETAILER fails or refuses to defend the Indemnified Party. An Indemnified Party shall at all times have the option to participate in (but not interfere with or delay) defense and settlement of the claim, including but not limited to participation through counsel of its own selection, the hiring of such separate counsel being at Indemnified Party’s own expense.

DISPUTES: In the event either party hereto shall institute an action to enforce any rights hereunder, including any action for collection instituted by SP or its assignees, the prevailing party in such action shall be entitled to seek and collect from the other party its attorneys' fees and litigation expenses. RETAILER submits and consents to the exclusive jurisdiction and venue of the County of Orange, State of California, in Santa Ana.

NOTICES: All notices and requests to SP hereunder, including requests for returns or cancellations, shall be submitted in writing to the SP sales representative assigned to RETAILER, with a copy to SP at the following address: 1010 Calle Cordillera, San Clemente, CA 92673. Any notice shall be sent by registered post to the address of such party herein set out or at such changed address as shall for that purpose be notified to the other and every such notice consent and the like shall be deemed to have been given at the time when in the ordinary course of transmission, it should have been delivered at the address to which it was sent.

MISCELLANEOUS: These Terms and the entire commercial relationship between SP and RETAILER are to be governed according to the laws of the United States of America and the State of California (without regard to conflicts of laws principles). No variation waiver or modification of any of the terms of this agreement shall be valid unless in writing and signed by or on behalf of the parties hereto. The parties intend this statement of their agreement to constitute the complete, exclusive, and fully integrated statement of their agreement. As such, this agreement is the sole expression of their agreement, and they are not bound by any other agreements of whatsoever kind or nature. In the event of any discrepancy between these Terms and the specific terms of any purchase order, confirmation or invoice between RETAILER and SP with regard to the goods ordered hereby, the conflicting term of these Terms shall be controlling. These Terms shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, assigns, and successors-in-interest. The waiver by SP of a breach of any term or condition of these Terms shall not be deemed to constitute the waiver of any further breach of such, or any other term or condition of the Terms. These Terms supersede all prior or contemporaneous written or oral agreements between the parties. *All prices and programs are subject to change. Price in effect at the time of confirmed order will prevail.