Dealer Agreement

DEALER AGREEMENT

This Agreement is entered into this _____^th day of ____________, 2002 by and between InnerSense, Inc., a California Corporation, whose principle office is located at 2118 Wilshire Blvd. #730, Santa Monica, CA. 90403, and _______________________ whose principle office is located at:___________________________________________________________________

______________________________________________________________________________

The parties do hereby agree as follows:

1. InnerSense, Inc. hereby appoints the Dealer, as it’s non-exclusive representative in _, for sales made in the United States. All international sales must be negotiated and approved beforehand due to exclusive dealers in some other countries.

2. The Dealer shall be allowed to purchase specific InnerSense products at a _____% discount from the published retail price list. Percentage discount is determined from level of participation and volume of bulk purchasing. All dealers are required to purchase one unit at retail for each product they contract to sell. (Call for specifics)

3. InnerSense, Inc. shall (a) provide Dealer with sales and technical information regarding the Products (b) inform Dealer from time to time of InnerSense’s current prices and terms for its Products and (c) supply Dealer with Product literature at cost.

4. Dealer shall: (a) diligently and faithfully obtain the maximum number of orders for the Products from customers; (b) conduct the Dealer’s business in a lawful manner; forward promptly to InnerSense, Inc., all orders obtained by the Dealer; (d) promptly answer questions from customers or others interested in the Products; (e) keep and maintain a list of all customers and potential customers. This list shall belong to InnerSense, Inc. and Dealer shall furnish a copy to InnerSense upon request; (f) not enter into any agreement that would be binding upon InnerSense; (g) not use the name InnerSense as part of the Dealer’s trade or business name; (h) pay all of the Dealer’s expenses, taxes, liability, and shipping; (I) hold InnerSense, Inc., harmless from any mismanagement on the Dealers part; and, (j) seek to solicit orders from financially responsible customers. In the event that this agreement terminates, InnerSense agrees to pay the Dealer a 10% commission on any sale started by the Dealer prior to such termination, provided that (1) Such "prior sale" is listed on the customer list mentioned in "e" above; (2) InnerSense later closes and collects on the sale within a period of one year after termination of this agreement; and (3) Dealer has not violated any portion of this agreement.

5. Dealer shall submit to InnerSense, Inc., copies of all advertising and other promotional materials used by the Dealer, which relate to the Products. Dealer must obtain written permission to use such material, prior to actually using it. Dealer shall not make any representations, claims, or warranties regarding the Products other than those authorized in writing by InnerSense, Inc. All Product Trademarks belong to InnerSense, Inc., and Dealer shall not acquire any rights therein by virtue of their use.

6. InnerSense, Inc., reserves the right to change its prices at any time upon 30 day notice. All orders shall be subject to InnerSense’s acceptance, which InnerSense may or may not give according to its sole discretion. InnerSense, Inc. may at any time change or discontinue any or all of its present or future Product lines.

7. Salespeople may be employed by, in the name of, and at the expense of the Dealer, who shall provide all training, management, and responsibility for such salespersons. Dealer shall provide all legal requirements for such employees, and hold InnerSense harmless from any actions taken or not taken by such employees or associates.

8. Dealer shall not, so long as this Agreement is in effect, act as agent, salesperson, Dealer or distributor for any items similar to or competitive with the Products of InnerSense, Inc.

9. This Agreement shall continue in effect for a period of ____________from the date of signing. The effective period can be renewed and extended upon mutual consent of both parties. If Dealer has obtained at least $________in retail sales in six months, renewal shall be at the option of the Dealer only. However, InnerSense, Inc., reserves the right to increase the quota at each renewal by some reasonable amount. In addition, InnerSense reserves the right to reassign the marketing area to a larger territorial distributor should an offer be made. Dealer reserves the right to match or better such an offer for a larger territory, thereby maintaining their current level of exclusive, or would have to re-qualify as Dealer under the new exclusive distributor's requirements. * Note: This paragraph is optional and required only on territorial/exclusive agreements.

10. Dealer shall not at any time, either during or after the termination of this Agreement, divulge to others or use for its own benefit any confidential information obtained during the course of its appointment by InnerSense, Inc. Dealer shall sign a Non-Disclosure Agreement along with this Agreement.

11. This Agreement is personal to the Dealer, and may not, in whole or in part, be assigned, transferred, or delegated, without the prior written consent of InnerSense.

12. No relationship other than that of sales Dealer is intended to be created between the parties, it being intended by the parties that the Dealer act solely as an independent contractor. Nothing in this Agreement shall be construed as to (a) give Dealer any rights in the business of InnerSense, Inc.; (b) entitle Dealer to control in any manner the conduct of InnerSense’s business; or (c) give Dealer authority to bind InnerSense, Inc. in any manner whatsoever.

13. If any provision in this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, all other provisions of this Agreement shall nevertheless remain in full force.

14. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, all prior understandings and agreements being merged herein. All amendments, changes, and revisions of this Agreement, or any part thereof, shall be in writing and executed by the parties hereto.

15. This Agreement shall be governed by the State of California, USA. Any dispute under this Agreement could be subject to binding arbitration in Los Angeles, California, USA.

16. All notices under this Agreement shall be in writing and shall be effective three day after being deposited in the U.S. mail, first class postage prepaid, or shall be effective immediately upon personal service on a party. The addresses stated in this Agreement, to the attention of the person executing this Agreement, shall be the proper address for notice until changed by notice given to the other party.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.