CONSULTING AGREEMENT





         THIS CONSULTING AGREEMENT (this "AGREEMENT"),  is entered into this 1st

day of February,  2007, by and between William Rast Sourcing,  LLC, a California

limited  liability  company,  with its  offices  located  at 150 West  Jefferson

Boulevard, Los Angeles, CA 90007 (the "COMPANY"), and Akari Enterprises,  LLC, a

California  Limited Liability  Company,  with its offices located at 22500 Monte

Vista Drive, Topanga, CA 90290 ("CONSULTANT").



         In  consideration  of the mutual  covenants and agreements set forth in

this Agreement, the parties agree as follows:



         1. DEFINITIONS. As used in this Agreement, the following terms have the

following meanings:



                  1.1   "AUTHORIZED   REPRESENTATIVES"   means   those   persons

         identified  by  the  Company  in  writing  from  time  to  time  as its

         Authorized   Representatives.    The   Company's   initial   Authorized

         Representatives are Daniel Guez, Darryn Barber and Ted Houston.



                  1.2  "CONTRACT  YEAR" means the period from the date hereof to

         December 31, 2007, and each 12 month period thereafter.



                  1.3 "DISTRIBUTION  AGREEMENT" means an agreement to be entered

         into by and between the Company and a Qualified Distributor  pertaining

         to the marketing,  sale and  distribution of Products by such Qualified

         Distributor to high end department  stores and boutiques in a specified

         territory.



                  1.4 "EXISTING  DISTRIBUTOR" means the third party distributors

         of  Products  set forth on SCHEDULE A with whom the Company has entered

         into a Distribution Agreement prior to the date hereof.



                  1.5 "NEW  DISTRIBUTOR"  means a third party  distributor  with

         whom the Company has not entered into a Distribution Agreement prior to

         the date hereof.



                  1.6 "PRODUCTS" means denim,  knits,  wovens,  and other casual

         apparel  marketed by the Company under the brand name  "William  Rast",

         and such other brands as the Company may designate in writing from time

         to time.



                  1.7  "PURCHASE  ORDER"  means an order or orders  to  purchase

         Products, whether pursuant to a Distribution Agreement, or otherwise.



                  1.8 "QUALIFIED  DISTRIBUTOR" means an (i) Existing Distributor

         or (ii) a New Distributor.



                  1.9 "TERRITORY"  means the world,  excluding the United States

         of America.





{PAGE}





         2. EXCLUSIVE REPRESENTATION.



                  2.1  APPOINTMENT.  On the terms and subject to the  conditions

         set forth in this Agreement,  the Company hereby  appoints  Consultant,

         and  Consultant  hereby  accepts  the  Company's   appointment  as  the

         Company's  exclusive  representative to solicit Qualified  Distributors

         during  the  Term  and in the  Territory  to  enter  into  Distribution

         Agreements with the Company.



                  2.2  EXCLUSIVE  TO  COMPANY.   Consultant  shall   exclusively

         represent  the  Company  and its  Products  during  the Term and in the

         Territory,  and  shall not  market,  sell,  offer to sell or  otherwise

         promote for any third  party,  high end  denim-based  apparel and other

         high end casual apparel products and shall not solicit  distributors to

         sell  such  products  for  third  parties;  provided,   however,  that,

         notwithstanding the foregoing, Consultant shall be entitled to continue

         to market and sell products under the brand names set forth on SCHEDULE

         B hereto.  If Consultant  desires to represent  another  company in the

         promotion  of a denim  based  brand,  Consultant  will  need the  prior

         written  approval of  Company,  which  approval  may be withheld in the

         Company's sole discretion.  Notwithstanding the foregoing, with respect

         to the  companies  whose  brands  are set forth on  SCHEDULE  B hereto,

         Consultant may promote another denim brand that is owned or licensed by

         such companies,  so long as Consultant  continues to satisfy all of its

         obligations and duties  hereunder,  including its obligations set forth

         in Section 6.1.1 hereto.



         3. DISTRIBUTOR SOLICITATION. On the terms and subject to the conditions

set forth in this  Agreement,  during the Term and in the Territory,  Consultant

will solicit Qualified Distributors on a best efforts basis through Consultants'

personal  solicitation,  for the entry  into  Distribution  Agreements  with the

Company.  Consultant will also make reasonable  efforts to solicit  customers in

smaller countries to directly buy Products from the Company.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC