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I have read the following agreement and agree to all terms stated.

1. Scope of Representation a. Products The sole product will be the Selling of The Proud Purse Company appoints Representative its Independent Sales Representative for The Proud Purse Company. There are no territorial rights for any of the sales representative. b. Independent Businesses. Representative is an independent business and is not an employee or agent of The Proud Purse Company. Representative has no power to bind or commit The Proud Purse in any way without first obtaining The Proud Purse’ written consent. Neither The Proud Purse nor Representative is liable for any of the obligations or liability the other incurs, and each holds the other harmless and will indemnify the other from those obligations or liabilities. Representative will pay all taxes, workers compensation, social security, and other payments the law requires, independently of The Proud Purse. c. Use of Name. Representative may use The Proud Purse’ name for the purpose of identifying itself as a representative for The Proud Purse. Representative may not use The Proud Purse’ name, trademarks, trade names, or any other intellectual property in any other way without The Proud Purse’ prior written consent. Upon termination of the Agreement, Repre- sentative will immediately stop using The Proud Purse’ trade names, trademarks, and logos. d. Purchase of Product Product (The Proud Purse) will be purchased in minimum sets of ten at a 30% ($66.50) discount of retail price ($95.00). There will be no sliding discount scale. Representatives will receive a cross the board discount regardless of number purchased. 2. Payments a. Payment. Representative will earn their payment at the point of sale. Each representative will purchase the purse at a 30% discount and sell the purse for the suggested retail price of $95.00. Thus earning $28.50 per purse. (see appendix A for scale of profit) 3. Marketing and Sales a. Best Efforts. Representative will use its best efforts and devote such time and resources as necessary to promote, advertise, and sell the Products. Representative will at all times maintain the highest standards of professionalism. b. Minimum Performance Standards. It is suggested that representative meet the minimum performance standards of selling 100 purses in a calendar year. c. Sales Materials. Company will provide the Representative with a reasonable supply of advertising material. d. Purchase Procedure. Representative will order the Proud Purse directly form the internet or phone call orders. www.TheProudPurse.com e. Product Development. Representative agrees to give The Proud Purse any leads, ideas or suggestions it has for products and services not covered by this agreement that might be ap- propriate for future development. Representative also agrees to report any feedback from customers, new market trends and activities of The Proud Purse’ competition. 4. Confidentiality a. Confidential Information. Representative will not disclose to others any confidential information received from The Proud Purse relating to design, production, distribution, customer ac- counts or any other confidential matters. 5. Term and Termination a. Initial Period. This agreement will be effective for an initial period of three (3) years from the date on the last page, unless terminated or extended in accordance with this section. b. Extension of Agreement. The parties may agree to extend this Agreement for additional terms by agreeing to minimum performance standards and other terms for any new period and sign in a written document to that effect before the end of the current term. c. Termination Upon Default Allowing Cure. Either party may terminate this Agreement by written notice to the other party if the other party is in breach of any of the provisions of this agreement. d. Termination Upon Insolvency. Either party may terminate this agreement immediately if the other becomes insolvent, or if the other enters into any legal proceeding or contractual ar- rangement due to its own insolvency or bankruptcy. 6. Miscellaneous Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Nevada. a. Notice Requirement. Written notices required or allowed by this Agreement may be given in any form designed to create a permanent hard-copy record in the hands of the recipient. Notice shall be deemed given when sent registered or certified mail, return receipt requested, to the address first mentioned above, or other address that the party whose address it is may by notice provide. b. Severability. The provisions of this Agreement are severable; the contract shall continue even if any individual provision is declared void. c. Dispute Resolution. Any disputes related to this Agreement that arise between the parties shall be resolved only before the state or federal courts in the State of Nevada. d. Attorney Fees. The party prevailing at Trial or on appeal is entitled, in addition to such other relief as may be granted, to a sum the court may fix as reasonable attorney fees. e. Integration at Prior Agreement. This Agreement is the complete agreement between the parties. It supersedes all prior agreements between them, written or oral.

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