For good consideration, EBDG shall extend representation privileges and the Sales Representative agrees to represent EBDG on the following terms:

1. Effective Date:
This Agreement shall be said to be in effect on the date of enrollment

2. Duties:
Sales Representative agrees to perform the following duties:

A. Sales Representative will contact individuals, business and distributors to solicit sales of EBDG ®Swinger Mirrors (referred to herein as the “Product”). Sales Representative will obtain signed purchase orders which are to be transmitted (faxed, emailed, mailed or phone reorders) directly to EBDG. Sales Representative agrees to and shall abide by the Sales Representative Terms and Conditions.

B. Sales Representative will provide customers with his sales representative code (the “Sales Representative Code”) to be used for all orders placed through the Sales Representative.

C. Sales Representative shall also perform such further duties as are incidental or implied from the foregoing, or as otherwise directed by EBDG consistent with the Sales Representative’s background, training and qualifications.

D. Sales Representative represents and warrants that he has familiarized himself with, and understands, EBDG’s Buyers Terms and Conditions and Sales Representative Terms and Conditions. In addition, Sales Representative is required and agrees to (1) provide a copy of the then current Buyers Terms and Conditions to each customer simultaneously when providing a copy of the sales invoice/sales receipt to the customer ; and (2) ensure that the each customer fully and completely understands the Buyers Terms and Conditions.

3. Term:
The term of this Agreement shall continue for a period of 8 months, beginning on the effective date of this Agreement, and ending on December 31, 2006, and shall continue for consecutive one-year terms unless either party notifies the other party in writing no later than 30 days prior to the end of the then current term of its desire to terminate the Agreement at the end of such then current term.

4. Compensation:
The Sales Representative shall be paid the following compensation:

A. During the term of this Agreement, the Sales Representative will be paid commission on all sales net of returns, discounts and product recalls for all orders using the Sales Representative Code in accord with the following schedule, and as long as Sales Representative is in compliance with the Sales Representative Pricing Sheet or Distributor Pricing List, as applicable:

Sales Level Commission Rate:
15% Calculated as a percentage of the Manufacturer’s Suggested Retail Price (as adjusted for any allowable discount) before any tax or shipping charges.

Sales Rep. Override
For each new sales representative who has never worked for EBDG in any capacity and for whom Sales Representative signs up with EBDG as a sales representative and who further agrees to enter into EBDG’s sales representative agreement, Sales Representative shall receive a 2% commission on such new sales representative’s sales net of returns, discounts and product recalls during the term of this Agreement. (Calculated as a percentage of the Manufacturer’s Suggested Retail Price (as adjusted for any allowable discount) before any tax or shipping charges)

B. The commission will be paid monthly by the 10th of the following month. No payments of commission below $50 will be issued. Any commission due below $50 will be forwarded to the following month during which the aggregate of all commissions for orders placed by the Sales Representative exceed $50.

C. All currently existing accounts of EBDG or those which may be established in the future by EBDG are excluded from the Sales Representative's compensation.

5. Sales Samples:
Sales Representative agrees that all Product sales samples and sales materials (“kit, brochures, etc”) provided by EBDG remain the property of EBDG until paid for and must be surrendered to EBDG upon request. EBDG reserves the right to recall the Product at any time at EBDG's discretion. Sales Representative agrees to repay all Product replacement costs resulting from theft of Product or Sales Representative's negligence.

Payment of any and all monies due upon termination of this Agreement to Sales Representative will be made only after receipt and reconciliation by EBDG of all sales samples and other EBDG materials issued to Sales Representative. Delay over 30 days from the termination date of this Agreement in returning samples and all sales materials, will entitle EBDG to invoice the Sales Representative at full retail price and Sales Representative shall not be entitled to commissions on such invoice.

6. Termination:
This Agreement may be earlier terminated upon:

A. Death of Sales Representative or illness or incapacity that prevents Sales Representative from substantially performing described duties for one continuous month.

B. Breach of Agreement by Sales Representative.

C. Failure to attain Performance Sales Budget for two (2) continuous months within term of this Agreement.

D. EBDG reserves the right to terminate any sales representative agreement at any given time without cause by notifying the sales representative in writing.

7. Performance:
Sales Representative shall perform at a minimum the sales expectations set forth in the Sales Performance Budget.

8. Sales and Pricing:
All orders (sales) must be prepaid with a credit card, company check, or cashier’s check and must reference the Sales Representative’s Sales Representative Code. EBDG will not accept personal checks or any other payment methods unless agreed to in advance by EBDG.

Sales Representative Sales:
All Sales Representative sales must be at the Manufacturers Suggested Retail Price (MSRP) column pricing shown on the Sales Representative Pricing Sheet. Notwithstanding the foregoing, the Sales Representative may offer a discount on Sales Representative orders; however, in no event shall any discount be more than 20% from the column pricing on the Sales Representative Pricing Sheet. In addition, the Sales Representative is prohibited from selling more that 50 units of Product to any one customer without the prior written consent of EBDG in order to discuss an applicable discounted MSRP for that particular order.

9. Confidentiality:
Sales Representative recognizes that EBDG has and will have proprietary information, copyrights, inventions, business affairs, products, future plans, trade secrets, process information, prices, customer lists, discounts, technical information, costs, product design information (collectively referred to henceforth as "Information") which are valuable special and unique assets of EBDG. The Sales Representative agrees that he will not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate in any manner, any Information to any third party without the prior written consent of EBDG. The Sales Representative will protect the Information and treat it as strictly confidential. A violation by the Sales Representative of this paragraph shall be a material violation of this Agreement, and will justify legal and/or equitable relief and shall constitute a beach of this Agreement for purposes of Section 6.B of this Agreement.

A. Unauthorized disclosure of Information.
If it appears that the Sales Representative has disclosed (or threatened, or threatens to disclose) Information in violation of this Agreement, EBDG shall be entitled to an injunction to restrain the Sales Representative from disclosing, in whole or in part, such Information or from providing any services to any party to whom such Information has been disclosed or may be disclosed. EBDG shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

B. Confidentiality After Termination of Representation.
The confidentiality provisions of this Agreement shall remain in full force and effect for a period of one year after the termination of the Sales Representative's representation of EBDG. In addition during such one year period, the Sales Representative shall not make or permit the making of any public announcement or statement of any kind to the effect that the Sales Representative was formerly a Sales Representative of, or in any way connected with, EBDG.

10. Notices:
All notices or other communications pursuant to this Agreement shall be in writing and shall be deemed valid and sufficient if delivered by overnight courier or registered mail, or if transmitted via facsimile, promptly confirmed by recipient.

A. The Sales Representative understands and agrees that the termination of this Agreement will not entitle the Sales Representative to unemployment compensation or disability benefits and the Sales Representative agrees not to apply for any such compensation or benefits.

12. Miscellaneous:
A. This Agreement shall not be assignable by either party.

B. For safety reasons, EBDG reserves the right to perform a background check of the Sales Representative.

C. Sales Representative agrees to represent EBDG on a non-exclusive basis in the Swinger Mirror marketplace.

D. The issuance of credit to new accounts and the establishment of credit limits extended to all accounts are subject to written approval of EBDG.

E. In the event any dispute arises under this Agreement, resolution shall be reached through mediation; the venue for any such action will be Dauphin County, in the Commonwealth of Pennsylvania.

F. This Agreement is intended to be in accord with all statutes of the Commonwealth of Pennsylvania, with regard to its conflicts of laws provisions. The invalidity or unenforceability of any provision in the Agreement shall in no way affect the validity or enforceability of any other provision, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.

G. The Sales Representative agrees to represent EBDG in a professional and ethical manner at all times, to the satisfaction of EBDG and EBDG’s customers.

H. Sales Representative represents that by entering into this Agreement he will not be in breach or violation of any other agreement he has entered into and agrees to fully indemnify and hold harmless EBDG against any claim that may arise from such other agreements.

I. This constitutes the entire agreement between the parties. Any modification must be in writing and executed by the parties, except that EBDG shall have the ability to change and submit to the Sales Representative a modified Performance Sales Budget in the event the Agreement is renewed for additional term(s) in accordance with Section 3 of this Agreement.

J. The Sales Representative agrees to all the Sales Representative Terms and Conditions.