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Consulting Agreement - INTERACTIVE BRAND DEVELOPMENT - 4-15-2005

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Consulting Agreement - INTERACTIVE BRAND DEVELOPMENT  - 4-15-2005 Powered By Docstoc
					Exhibit 10.14

                                       CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made as of October 1, 2004 between CARE
CONCEPTS I, INC. (the "Company"), and Bobby Story an individual (the "Consultant").

WHEREAS, the Company is developing its presence as a media holding company; and

WHEREAS, Consultant is experienced in all aspects of Business Consulting, including but not limited to planning,
implementation, employment issues, mergers and acquisitions, and finance; and

WHEREAS, the Company and the Consultant wish to establish a business relationship defining Consultant's
status with the Company as an independent consultant;

THEREFORE, in consideration of the premises and covenants herein set forth, it is agreed as follows:

1. Engagement. Company hereby engages Consultant as an independent consultant on the terms and conditions
set forth herein.

1.1 Consultant will consult with the Company at its request in the areas of his expertise at mutually acceptable
times and places.

1.2 The Company shall not engage any other Consultant's specifically to perform the duties established herein as
duties to be performed by Mr. Story, with the exception of the Company's engagement of Gary Spaniak as its
Consultant pursuant to the matters defined herein. The Company acknowledges that Messrs. Story and Spaniak
have exclusive rights to perform the duties defined herein.
2. Term of Engagement. Subject to the provisions set forth herein, the term of Consultant's engagement hereunder
shall continue for three (3) years. The Company may terminate the Agreement at any time prior to its three-year
duration by tendering to Consultant full payment of all consideration due for the remainder of this Agreement
("Termination Payment") as a condition concurrent with Notice of Termination.

2.1 Alternately, Executive will accept a one-time Termination Payment of the Company's common stock under
the following terms:

i. The number of shares to be issued shall be 120 percent of the amount equal to $34,000 each quarter, which
includes Consulting Fee and health insurance premiums, and shall include payment in stock for any and all
quarters for which Consultant would have earned his fee under this Agreement.

ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing
price on the five trading days prior to the date the termination payment is due.

iii. If the Company for any reason fails to make the termination payment within two weeks after the termination
date, then the payment due shall be equal to twice the number of shares (200 percent of the shares), due on the
termination date.

iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission
on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient
manner, including but not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading
shares at issuance.

v. In the event that the Company opts to pay Consultant for the balance of his

                                                         2
Agreement in the Company's common stock, the Company shall also issue five warrants for each share of
Common Stock issued pursuant to this Section 2.1, (the "Warrants") to purchase shares of Common Stock
issuable upon such conversion. The exercise price for each block of five Warrants is fifty cents
(0.50) and shall be substantially the form annexed hereto as Exhibit A. Consultant shall be entitled to Registration
rights for the common stock underlying the warrants immediately following the Company's notice to Consultant
that it will pay the Termination Payment in the Company's common stock. The underlying shares of stock
available upon exercise of said warrants shall receive piggyback registration to any current filing the Company is
engaged in at the time it notifies Consultant of its intent to pay the Termination Payment in common stock, or
separately on a Form S-3 or any other applicable registration form to render the underlying shares free trading as
soon as practicable.

3. Default.

3.1 For purposes hereof, the following shall constitute an event of default ("Event of Default"): the failure of the
Corporation to pay to Consultant any amount due under this Agreement within ten (10) days after it is due.

3.2 Upon the occurrence of an Event of Default, the total amount to be paid under this Agreement, including
health insurance benefits of $10,000 per year, (the "Default Amount") shall, at the option of Consultant, become
immediately due and payable without notice or demand. In such event, the Consultant may forthwith give written
notice to the corporation, whereupon the corporation shall, at its expense, promptly deliver payment to such
place as the Consultant may designate.

3.3 The corporation may elect to pay Consultant, in the Event of Default, in shares of the Company's common
stock governed by the following terms and conditions:

i. The number of shares to be issued shall be 120 percent of the amount equal to

                                                           3
$34,000 each quarter, which includes Consulting Fee and health insurance premiums, and shall include payment
in stock for any and all quarters for which Consultant would have earned his fee under this Agreement.

ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing
price on the five trading days prior to the date the Consultant gives written notice to the Company that payment is
due.

iii. If the Company for any reason fails to make the payment within two weeks after Consultant gives written
notice to Company that payment is due, then the payment due shall be equal to twice the number of shares (200
percent of the shares), due on the date Consultant gives written notice of payment due.

iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission
on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient
manner, including but not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading
shares at issuance.

v. In the event that the Company opts to pay Consultant for the balance of his Agreement in the Company's
common stock, the Company shall also issue five warrants for each share of Common Stock issued pursuant to
this Section 3.3, (the "Warrants") to purchase shares of Common Stock issuable upon such conversion. The
exercise price for each block of five Warrants is fifty cents (0.50) and shall be substantially the form annexed
hereto as Exhibit A. Consultant shall be entitled to Registration rights for the common stock underlying the
warrants immediately following the Company's notice to Consultant that it will pay the Termination Payment in the
Company's common stock. The underlying shares of stock available upon exercise of said warrants shall receive
piggyback registration to any current filing the Company is engaged in at the time it notifies Consultant of

                                                        4
its intent to pay the Termination Payment in common stock, or separately on a Form S-3 or any other applicable
registration form to render the underlying shares free trading as soon as practicable.

4. Duties. Such consultation shall be scheduled to perform said duties at mutually agreed upon times. Such
consultation shall not require Consultant to travel outside of Florida unless agreed upon by Consultant.

5. Compensation. For all services Consultant may render to the Company during the term of this Agreement and
in consideration of this agreement to consult with the Company, Consultant shall receive the following
compensation:

a.) A base fee at the rate of $126,000.00 per year, paid on the 15th and on the last day of each month;

c.) Consultant shall be reimbursed up to $10,000 per annum for health-related insurance and costs.

6. Miscellaneous.

6.1 In consideration of the promises contained in this Agreement, Consultant agrees: The failure of either party to
enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of this Agreement. The rights granted
both parties herein are cumulative and the election of one shall not constitute a waiver of such party's right to
assert all other legal remedies available under the circumstances.

6.2 Any notice to be given to the Company under the terms of this Agreement shall be addressed to the
Company, at the address of its principal place of business, and any

                                                         5
notice to be given to Consultant shall be addressed to him at his home address last shown on the records of the
Company, or such other address as either party may hereafter designate in writing to the other. Any notice shall
be deemed duly given when mailed by registered or certified mail, postage prepaid, as provided herein.

6.3 The provisions of the Agreement are severable, and if any provision of this Agreement shall be held to be
invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions or enforceable parts
thereof, shall not be affected thereby.

6.4 The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding
upon the successors and assignees of the Company.

6.5 This Agreement supersedes all prior agreements and understandings between the parties hereto, oral or
written, and may not be modified or terminated orally. No modification, termination or attempted waiver shall be
valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be
enforced.

6.6 In the event that a dispute arises between the Parties, the laws of the State of Florida shall prevail.

7. Other.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall constitute the same instrument, but only one of which need be produced.

This Agreement may be executed by fax. Any signature page delivered by a fax machine or facsimile copy
machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to
the terms hereof or any amendment thereto. Any

                                                          6
party who delivers such a signature page agrees to later deliver an original counterpart to any party which
requests it.

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

CARE CONCEPTS I, INC.

                                           By: /s/ Steve Markley
                                               -----------------
                                           CHIEF EXECUTIVE OFFICER

                                           By: /s/ Bobby Story
                                               ---------------
                                           CONSULTANT




                                                         7
Exhibit 10.15

                                       CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made as of October 1, 2004 between CARE
CONCEPTS I, INC. (the "Company"), and Gary Spaniak Sr. an individual (the "Consultant").

WHEREAS, the Company is developing its presence as a media holding company; and

WHEREAS, Consultant is experienced in all aspects of Business Consulting, including but not limited to planning,
implementation, employment issues, mergers and acquisitions, and finance; and

WHEREAS, the Company and the Consultant wish to establish a business relationship defining Consultant's
status with the Company as an independent consultant;

THEREFORE, in consideration of the premises and covenants herein set forth, it is agreed as follows:

1. Engagement. Company hereby engages Consultant as an independent consultant on the terms and conditions
set forth herein.

1.1 Consultant will consult with the Company at its request in the areas of his expertise at mutually acceptable
times and places.

1.2 The Company shall not engage any other Consultant's specifically to perform the duties established herein as
duties to be performed by Mr. Spaniak, with the exception of the Company's engagement of Bobby Story as its
Consultant pursuant to the matters defined herein. The Company acknowledges that Messrs. Story and Spaniak
have exclusive rights to perform the duties defined herein.
2. Term of Engagement. Subject to the provisions set forth herein, the term of Consultant's engagement hereunder
shall continue for three (3) years. The Company may terminate the Agreement at any time prior to its three-year
duration by tendering to Consultant full payment of all consideration due for the remainder of this Agreement
("Termination Payment") as a condition concurrent with Notice of Termination.

2.1 Alternately, Executive will accept a one-time Termination Payment of the Company's common stock under
the following terms:

i. The number of shares to be issued shall be 120 percent of the amount equal to $34,000 each quarter, which
includes Consulting Fee and health insurance premiums, and shall include payment in stock for any and all
quarters for which Consultant would have earned his fee under this Agreement.

ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing
price on the five trading days prior to the date the termination payment is due.

iii. If the Company for any reason fails to make the termination payment within two weeks after the termination
date, then the payment due shall be equal to twice the number of shares (200 percent of the shares), due on the
termination date.

iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission
on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient
manner, including but not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading
shares at issuance.

v. In the event that the Company opts to pay Consultant for the balance of his

                                                         2
Agreement in the Company's common stock, the Company shall also issue five warrants for each share of
Common Stock issued pursuant to this Section 2.1, (the "Warrants") to purchase shares of Common Stock
issuable upon such conversion. The exercise price for each block of five Warrants is fifty cents (0.50) and shall
be substantially the form annexed hereto as Exhibit A. Consultant shall be entitled to Registration rights for the
common stock underlying the warrants immediately following the Company's notice to Consultant that it will pay
the Termination Payment in the Company's common stock. The underlying shares of stock available upon
exercise of said warrants shall receive piggyback registration to any current filing the Company is engaged in at
the time it notifies Consultant of its intent to pay the Termination Payment in common stock, or separately on a
Form S-3 or any other applicable registration form to render the underlying shares free trading as soon as
practicable.

3. Default.

3.1 For purposes hereof, the following shall constitute an event of default ("Event of Default"): the failure of the
Corporation to pay to Consultant any amount due under this Agreement within ten (10) days after it is due.

3.2 Upon the occurrence of an Event of Default, the total amount to be paid under this Agreement, including
health insurance benefits of $10,000 per year, (the "Default Amount") shall, at the option of Consultant, become
immediately due and payable without notice or demand. In such event, the Consultant may forthwith give written
notice to the corporation, whereupon the corporation shall, at its expense, promptly deliver payment to such
place as the Consultant may designate.

3.3 The corporation may elect to pay Consultant, in the Event of Default, in shares of the Company's common
stock governed by the following terms and conditions:

i. The number of shares to be issued shall be 120 percent of the amount equal to

                                                           3
$34,000 each quarter, which includes Consulting Fee and health insurance premiums, and shall include payment
in stock for any and all quarters for which Consultant would have earned his fee under this Agreement.

ii. The stock price to be used to calculate the number of shares to be issued shall be equal to the average closing
price on the five trading days prior to the date the Consultant gives written notice to the Company that payment is
due.

iii. If the Company for any reason fails to make the payment within two weeks after Consultant gives written
notice to Company that payment is due, then the payment due shall be equal to twice the number of shares (200
percent of the shares), due on the date Consultant gives written notice of payment due.

iv. The shares issued as alternate compensation shall be registered with the Securities and Exchange Commission
on a Form S-8 or any applicable registration statement by which the shares may be registered in an expedient
manner, including but not limited to an S-3 or piggyback rights to any pending SB-2, and shall be free trading
shares at issuance.

v. In the event that the Company opts to pay Consultant for the balance of his Agreement in the Company's
common stock, the Company shall also issue five warrants for each share of Common Stock issued pursuant to
this Section 3.3, (the "Warrants") to purchase shares of Common Stock issuable upon such conversion. The
exercise price for each block of five Warrants is fifty cents (0.50) and shall be substantially the form annexed
hereto as Exhibit A. Consultant shall be entitled to Registration rights for the common stock underlying the
warrants immediately following the Company's notice to Consultant that it will pay the Termination Payment in the
Company's common stock. The underlying shares of stock available upon exercise of said warrants shall receive
piggyback registration to any current filing the Company is engaged in at the time it notifies Consultant of

                                                        4
its intent to pay the Termination Payment in common stock, or separately on a Form S-3 or any other applicable
registration form to render the underlying shares free trading as soon as practicable.

4. Duties. Such consultation shall be scheduled to perform said duties at mutually agreed upon times. Such
consultation shall not require Consultant to travel outside of Florida unless agreed upon by Consultant.

5. Compensation. For all services Consultant may render to the Company during the term of this Agreement and
in consideration of this agreement to consult with the Company, Consultant shall receive the following
compensation:

a.) A base fee at the rate of $126,000.00 per year, paid on the 15th and on the last day of each month;

c.) Consultant shall be reimbursed up to $10,000 per annum for health-related insurance and costs.

6. Miscellaneous.

6.1 In consideration of the promises contained in this Agreement, Consultant agrees: The failure of either party to
enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent
such party thereafter from enforcing such provision or any other provision of this Agreement. The rights granted
both parties herein are cumulative and the election of one shall not constitute a waiver of such party's right to
assert all other legal remedies available under the circumstances.

6.2 Any notice to be given to the Company under the terms of this Agreement shall be addressed to the
Company, at the address of its principal place of business, and any notice to be given to Consultant shall be
addressed to him at his home address last shown on the

                                                         5
records of the Company, or such other address as either party may hereafter designate in writing to the other.
Any notice shall be deemed duly given when mailed by registered or certified mail, postage prepaid, as provided
herein.

6.3 The provisions of the Agreement are severable, and if any provision of this Agreement shall be held to be
invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions or enforceable parts
thereof, shall not be affected thereby.

6.4 The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding
upon the successors and assignees of the Company.

6.5 This Agreement supersedes all prior agreements and understandings between the parties hereto, oral or
written, and may not be modified or terminated orally. No modification, termination or attempted waiver shall be
valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be
enforced.

6.6 In the event that a dispute arises between the Parties, the laws of the State of Florida shall prevail.

7. Other.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall constitute the same instrument, but only one of which need be produced.

This Agreement may be executed by fax. Any signature page delivered by a fax machine or facsimile copy
machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to
the terms hereof or any amendment thereto. Any

                                                          6
party who delivers such a signature page agrees to later deliver an original counterpart to any party which
requests it.

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

CARE CONCEPTS I, INC.

                                           By: /s/ Steve Markley
                                               -----------------
                                           CHIEF EXECUTIVE OFFICER

                                           By: /s/ Gary Spaniak Sr.
                                               --------------------
                                           CONSULTANT




                                                         7
                                                  Exhibit 10.16

                      MEMORANDUM OF UNDERSTANDING
     RESCISSION OF SHARE PURCHASE AGREEMENT DATED APRIL 14, 2004 BY AND
                                 BETWEEN CARE
          CONCEPTS I, INC., AND FOSTER SPORTS, INC., AND CARL FOSTER

THIS MEMORANDUM OF UNDERSTANDING ("MEMO) is entered into this 10th day of November, 2004
between CARE CONCEPTS I, INC., a Delaware corporation (the "Company"), and CARL FOSTER, an
individual, ("FOSTER") and FOSTER SPORTS, INC., a Florida corporation that became a subsidiary of the
Company by written agreement dated April 14, 2004 (the "Subsidiary").

WHEREAS, CARE is developing its interactive media brands primarily in adult entertainment; and

WHEREAS, FOSTER desires to reacquire the shares of stock in FOSTER SPORTS currently owned by
CARE, representing 80% of the total shares authorized;

WHEREAS, the Parties acknowledge that all covenants, promises, obligations and duties under the Share
Purchase Agreement as amended of April 14, 2004 have not yet been performed, and the contract between
them is executory;

WHEREAS, the Parties wish to mutually rescind the executory contract of April 14, 2004;

THEREFORE, the Parties acknowledge the receipt of good and valuable consideration, and hereby agree and
set forth as follows:

The Parties hereby mutually agree to terminate, rescind, discharge and negate all duties and obligations,
covenants and promises made pursuant to the Share Purchase Agreement ("Agreement") entered into by the
Parties on April 14, 2004, whereby CARE acquired 80% of the authorized shares of FOSTER SPORTS, and
FOSTER retained 20% of the authorized shares of FOSTER SPORTS.

Section 9.1 of the Agreement states that the Parties may terminate:

(a) by mutual consent of Buyer and Seller holding a majority of the Company Common Shares;

Section 9.2 of the Agreement states that in the event the Agreement is terminated, the procedure upon
termination is:

(a) each party shall redeliver all documents and other material of any other party relating to the transactions
contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same;

(i) CARE shall deliver to FOSTER all share certificates representing its 80% ownership interest in FOSTER
SPORTS;
(ii) FOSTER and FOSTER SPORTS shall deliver to CARE a promissory note, attached hereto as Exhibit A, for
$405,000 principal plus accrued interest, for the benefit of the Promissee CARE.

(iii) FOSTER and FOSTER SPORTS acknowledge that any failure to satisfy these promissory note as written as
Exhibits A constitutes a breach by FOSTER of this rescission, enforceable against him, in accordance with the
remedies available under Florida Corporate Law for breach of a contract, and enforceability may not be limited
by FOSTER's or FOSTER SPORTS' bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditor rights. The NOTE HOLDERS may rely on the US Bankruptcy Code, Title
11, Chapter 5, Subchapter II, Section 523 Exceptions to Discharge, in that FOSTER and FOSTER SPORTS
hereby represents his and its financial condition is such that the NOTE HOLDERS may reasonably rely on
FOSTER and FOSTER SPORTS performing their obligations under this Memo.

(b) all information received by any party hereto of the other party or the Company (other than information which
is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for
public distribution or filed as public information with any governmental authority) shall not at any time be used for
the advantage of, or disclosed to third parties by, such party to the detriment of the party furnishing such
information.

The Parties further agree that no party hereto shall have any further liability or obligation to any other party under
or in connection with this Agreement except:

FOSTER, his heirs and assigns, and FOSTER SPORTS and its assigns, hereby indemnify, defend and hold
harmless, release, remise, acquit, satisfy and forever discharge CARE, its subsidiaries, agents, officers, directors,
employees, representatives, personal representatives, successors, heirs or assigns, from any and all claims,
counterclaims, cross claims or other causes of action arising out of or related to any ownership interest CARE
has or ever had in FOSTER SPORTS by any Party whatsoever, including past, present and future investors and
employees of FOSTER SPORTS, together with any claim or demand which FOSTER ever had, now has, or
may have against the others or which could have been asserted, upon or by reason of any matter, cause or thing
whatsoever, specifically limited to any claim, action, cause of action, defense, affirmative defense, counter-claim
and cross claim which was or could have been asserted by any and all Parties, from the beginning of the world to
the day of these presents and forever in the future.

IN WITNESS WHEREOF, the parties hereto have made and entered into this Memorandum the date first
hereinabove set forth.

CARE CONCEPTS I, INC.:

                                           BY:     /s/ Steve Markley
                                                 ----------------------
                                                   STEVE MARKLEY, CEO




FOSTER SPORTS, INC.:

                                           By:       /s/ Carl Foster
                                                 ----------------------
                                                       CARL FOSTER




CARL FOSTER, AN INDIVIDUAL

                                           By:       /s/ Carl Foster
                                                 ----------------------
                                                       CARL FOSTER
                                                 Exhibit 10.17

February 22, 2005

Interactive Brand Development, Inc.
2200 Southwest 10th Street
Deerfield Beach, FL 33060

RE: Interactive Brand Development, Inc. / LTC Group Inc. Engagement Letter

This letter agreement (the "Agreement") sets forth the services to be provided by LTC Group, Inc. ("LTC") to
Interactive Brand Development, Inc. and its subsidiaries (hereinafter collectively referred to as the "Client" or
"IBD") and the terms and conditions under which such services will be performed (the "Engagement"). All
references in this agreement to LTC shall include officers, executives, owners, members, agents and employees of
LTC, and independent contractors retained by LTC, if any.

1. SCOPE OF WORK: LTC will be engaged by the Client on various matters outlined below. The Client may
expand the scope of services from time to time, provided that LTC agrees to such expansion. LTC will report to
the Client's Board of Directors (the "Board"), or any party designated by the Board. As of the date of this
Agreement, the parties agree LTC's services shall include:

A) Develop and advise IBD on an operational restructuring plan for the www.iBidUSA.com website.

B) Work with IBD's existing management team and advise on operating issues at the www.iBidUSA.com
subsidiary.

C) Provide monthly update to IBD, via conference call.

D) Take over complete operational and marketing control of www.iBidUSA.com.

2. TERM: The term of the Engagement shall commence as of March 1, 2005 and will continue for two years.
Agreement will automatically renew in two year increments as long as the website is producing a minimum of
$20,000 per month of gross revenue.

3. COMPENSATION: LTC will take over the credit card processing as of March 1, 2005. LTC will collect the
gross revenues subject to the following:

A) LTC will pay to IBD on the 15th of the following month a percentage of gross revenue as follows
(i) 20% up to $19,999 per month
(ii) 18% from $20,000 - $29,999 per month
(iii) 16% from $30,000- $39,999 per month
(iv) 14% from $40,000-$49,999 per month
(v) 12% from $50,000-$59,999 per month
(vi) 10% over $60,000
B) LTC will subtract from the gross revenue any Charity auctions, Charity commissions, any revenue shared
auctions, any refunds stemming from auctions, and any Bid Bucks.
C) LTC will be given 2 offices in the IBD facility at no charge to LTC.
D) LTC will be responsible for a incoming www.ibidusa.com phone line.
E) LTC will be responsible for their own postage and office supplies
F) IBD will supply LTC with the 2 existing computers and programs to run credit cards and certs.
G) LTC will pay all hosting costs directly to MPI Net.
H) LTC will be responsible for all new employees
I) LTC does not have the right to bind IBD in any contractual obligations.
J) LTC will have the right to use any and all existing logos and collateral material as they relate to
www.iBidUSA.com.
K) LTC is not responsible for any existing payables.

4. RIGHTS TO WORK OUTPUT: LTC shall retain exclusive rights to ownership of all work output by LTC in
connection with its engagement hereunder, including without limitation any reports or other written product
generated by LTC, all working papers of LTC and any correspondence, memoranda, calculations, notes, etc.
that LTC may have used in the development of the reports above or such working papers or in the performance
of any work within the scope of this Agreement.

5. PERSONNEL: Each party hereto agrees that it will not employ personnel or representatives of the other party
hereto during the period of work provided for hereunder and for a period of one (1) year after the termination of
this Agreement or completion of the project or work contemplated hereunder without the written agreement of
the other party.

6. INDEPENDENT CONTRACTOR: Neither LTC nor any of its personnel performing work or services
hereunder shall be deemed to be an agent or employee of IBD, but shall be deemed to be an independent
contractor of IBD.

7. CONFIDENTIALITY: LTC will maintain in strict confidence any and all information of a non-public nature
relating to IBD or its business that it may gain or develop in the course of its engagement by IBD (including,
without limitation, its own work product and advice to client), and will not disclose any such information to any
person during or after its engagement by IBD except with the written consent of IBD, as permitted by law or as
required by court order. Upon termination of this Agreement, LTC will return to IBD all materials of a non-public
nature received from IBD in the course of its engagement, and will either deliver to IBD or destroy any copies
thereof that it may have made or received. Notwithstanding the confidentially provisions of this Section 7, Client
acknowledges and agrees that LTC may publish an announcement either in newspapers, journals, magazines, or
other publications or by direct mailings to third parties, whereby LTC informs the public or such parties of the
fact of its engagement by IBD, the general nature of the services provided by LTC, the time period of such
engagement, the general
nature of the business or industry in which IBD is engaged, the relative size in financial terms of the Client or the
transactions in which LTC was involved, and similar information that generally describes the nature and extent of
LTC's engagement by Client. With the prior written consent of IBD. A PRESS RELEASE AND/OR AND 8K
MAY BE REQUIRED PER SEC RULES, LTC WILL HAVE THE RIGHT TO APPROVE THE FINAL
VERSION, SAID APPROVAL SHALL NOT BE UNREASONABLE WITHHELD.

8. LIMITATION OF LIABILITY. Client agrees that LTC, its affiliates and its directors, officers, agents,
employees and controlling persons, or any of their respective successors or assigns ("Covered Persons") shall not
have any liability to the Client or the Estate for or in connection with this engagement or any transactions or
conduct in connection therewith except for losses, claims, damages, liabilities or expenses incurred by the Client
which are finally judicially determined to have resulted primarily from the bad faith, gross negligence or willful
misconduct of such Covered Persons.

9. REPRESENTATIONS AND WARRANTIES: IBD and LTC each hereby represents and warrants that they
both: (i) are a validly existing entity and in good standing under the laws of its jurisdiction; (ii) have the relevant
entity authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (iii)
have taken all action necessary to authorize the execution and delivery of this Agreement and the performance of
its obligations under this Agreement; and (iv) this Agreement has been duly executed and delivered by, and is
enforceable against, IBD and LTC.

10. WARRANTY LTC cannot warrant or guarantee the results or outcome of the engagement.

11. NO THIRD PARTY BENEFICIARIES; ASSIGNMENT. There shall be no third party beneficiaries to this
Agreement. Neither party hereto may assign this Agreement without the written consent of the other party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

INTERACTIVE BRAND DEVELOPMENT, INC.

                                              By: /s/ Steve Markley
                                              Name: Steve Markley
                                              Title: CEO




LTC GROUP, INC.

                                          By: /s/ Thomas J. Catterson
                                          Name: Thomas J. Catterson
                                          Title: President
                                                  Exhibit 10.18

                                        EXCHANGE AGREEMENT

This Exchange Agreement ("AGREEMENT") is entered into this 29th day of March, 2005 by and between
Interactive Brand Development, Inc., a Delaware corporation (the "COMPANY") and XTV Investments LLC, a
Delaware limited liability company (the "XTVI").

1. The Company hereby agrees to issue and deliver to XTVI: (a) Four Million (4,000,000) shares (the "SERIES
H SHARES") of its Series H Convertible Preferred Stock (the "SERIES H STOCK"), which shall be convertible
into _____ million (__,000,000) shares (the "CONVERSION SHARES") of the Company's Common Stock
(the "COMMON STOCK") in accordance with the formula set forth in the Certificate of Determination further
described below and (b) its promissory note (the "NOTE") in the original principal amount of One Million Dollars
($1,000,000) in the form attached hereto as Exhibit "A". The rights, preferences and privileges of the Series H
Shares are as set forth in the Certificate of Determination of Series H Preferred Stock as filed with the Secretary
of State of the State of Delaware.

2. In consideration of the issuance to XTVI of the Series H Shares and the Note, XTVI hereby assigns and
transfers to the Company (i) Six Thousand Two Hundred Fifty (6,250) Shares of the Common Stock of XTV,
Inc., a Nevada corporation ("XTV") which were issued to XTVI pursuant to that certain Settlement Agreement
dated March 16, 2005 by and among XTV and XTVI among others (the "SETTLEMENT AGREEMENT"), (ii)
Two Thousand Eighty-Three Shares of the Common Stock of XTV which were issued to XTVI pursuant to that
certain Escrow and Marketing Agreement dated March 16, 2005 by and between XTV and XTVI (the
"MARKETING AGREEMENT") and, and subject to, (iii) all of XTVI's rights and obligations under the
Settlement Agreement and the Marketing Agreement all of which obligations the Company hereby expressly
assumes.

3. This Agreement shall be binding upon and shall inure to the benefit of the Company and XTVI and their
respective successors and assigns, and may be executed in counterparts, and as so executed shall constitute one
and the same agreement.

4. Subject to a 15 day due diligence period.

[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement this 29th day of March,
2005.

Interactive Brand Development, Inc.
a Delaware corporation

                                       By: /s/ C. Gary Spaniak, Jr.
                                       Name: Gary Spaniak, Jr.
                                       Ttle: President




XTV Investments LLC
a Delaware limited liability company

                                          By: /s/ Charles Samel
                                              Charles Samel
                                              its manager
                                                     EXHIBIT A

                                      Series H Convertible Preferred Stock

The Series H Convertible Preferred Stock, 4,000 shares authorized, $100 stated par value

Powers, preferred rights, qualifications, limitations and restrictions:

o Dividends: Ten percent (10%) per year. If converted prior to anniversary, dividends will accrue to conversion
date. Dividends may be paid in cash or in common stock at the option of the Company.
o Redemption and Conversion: The Series H Convertible Preferred Stock shall be redeemed five years after
original issue for __,000,000 million shares of IBD common stock. At the option of the holder, each share of
Series H Convertible Preferred stock may be converted at any time after original issue at the stated value, plus all
accumulated and unpaid dividends. The common shares underlying Series H are subject to piggyback registration
rights on the first registration statement filed by the Company subsequent to the issuance of Series H.
o Limitations: The Series H Preferred shares are secured by the XTV, Inc. shares owned by the Company. Upon
dissolution, liquidation or winding up of the Corporation, the holders of the Series H Convertible Preferred Stock
shall be entitled to receive, before any distribution is made to the holders of shares of common stock of the
Corporation, the stated value of $100 per share plus accumulated but unpaid dividends as secured by the XTV
stock the Company owns and no more. In the event the amount available to pay the holders of Series D
Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock,
Series G convertible Preferred Stock and Series H convertible Preferred Stock, shall be insufficient to permit the
payment to such Holders of the full preferential amounts due to the holder of such series of Preferred Stock then
the amount legally available for distribution shall be distributed among the Holders of Series D , Series E, Series
F, Series G, and Series H pro rata, based on the respective liquidation amounts to which the holders of each such
series are entitled.
o Voting: The holders of the Series H Convertible Preferred Stock are entitled to vote the shares of Preferred as
if they were converted to common under the terms and conditions herein. Votes may be cast on any and all issues
voted on by the holders of the Company's common stock The 4,000 shares of Series H Preferred represent
40,000,000 shares of common stock, with each share of common stock representing one vote.

$.50 Warrants

The $.50 Warrants

Powers, preferred rights, qualifications, limitations and restrictions:
o Exercise: The $.50 Warrants may be exercised in whole or in part at the election of the Holder at any time prior
to 4 p.m. on the fifth anniversary of the original issuance. One warrant shall be exercised for one share of IBD
common stock. At the fifth anniversary, all unexercised warrants shall expire, along with all rights and obligations
of the Parties thereto. The holder may elect to exercise the Warrants by surrendering the properly endorsed
Warrant Certificate to the Company, with a signed and dated notice to exercise, accompanied by payment of
$.50 per share to be converted. Alternately, the Holder may surrender the Warrant Certificate to the Company
and receive in exchange the number of shares of the Company's common stock as would equal the number to be
issued if the Holder had paid the $.50 per share, less the $.50 per share. For example, if the average closing
price of IBD common stock is $1.00, and Holder exercises 100,000 warrants, he may pay $50,000 to receive
100,000 shares, or he may elect a cashless exercise and receive 50,000 shares. The average closing price shall
be calculated by adding together and dividing by five the closing price on the five trading days prior to the date of
the notice to exercise submitted to the Company by the Holder.
o Limitations: Upon dissolution, liquidation or winding up of the Corporation, any unexercised $.50 Warrants
shall expire, and the Holders thereto shall not be entitled to receive any payment or distribution to be made by the
Company to the Holders of other classes of securities.
o Voting: The holders of the $.50 Warrants shall have no voting rights.
$1,000,000 March 31, 2005

                                             PROMISSORY NOTE
                                                (Unsecured)

FOR VALUE RECEIVED, Interactive Brand Development, Inc., a Delaware corporation ("MAKER") hereby
promises to pay PHSL World Wide, Inc., a Florida corporation, or order ("HOLDER") at 421 No. Rodeo
Ave., Penthouse No. 4, Beverly Hills, California 90210, or at such other place as Holder may from time to time
designate in writing, the principal sum of One Million Dollars ($1,000,000), with interest at the prime or reference
rate of interest quoted from time to time in the Western Edition of the Wall Street Journal, all principal and
accrued interest payable on or before March, 2010 (the MATURITY DATE). Principal and interest payable in
lawful money of the United States of America. The Note may be paid at anytime prior to the Maturity Date
without penalty or premium. Interest on the Note shall be calculated on the basis of a 365/366 day year on actual
days elapsed. If this Note is not paid in full on or before the Maturity Date, the principal amount hereof and all
accrued interest shall bear interest at twelve percent (12%) per annum.

Maker and all endorsers, guarantors and sureties consent to: (a) any renewal, extension or modification (whether
one or more) of the terms of the Note, or of any other document or instrument executed in connection therewith,
including, without limitation, the terms or time of payment under this Note; (b) the granting of any other
indulgences to Maker and (c) the taking or releasing of other or additional parties primarily or contingently liable
hereunder. Any such renewal, extension, modification, release, surrender, exchange or substitution may be made
without notice to Maker or to any endorser, guarantor or surety hereof, and without affecting the liability of said
parties hereunder.

If this Note is now, or hereinafter shall be, signed by more than one party or person, it shall be the joint and
several obligation of such parties or persons (including, without limitation, all makers, endorsers, guarantors and
sureties), and shall be binding upon such parties and upon their respective successors and assigns. In the event of
legal action to enforce this Note, the prevailing party shall be entitled to recover reasonable attorneys fees and
court costs.

This Note may not be changed, modified, amended or terminated orally, but only in writing executed by the
Holder hereof. This Note shall be governed by and construed under the laws of the State of California. Maker
agrees to execute such other and further documents and instruments to further evidence or carry out any of the
provisions of this Note as are reasonably requested by Holder.

                             INTERACTIVE BRAND DEVELOPMENT, INC.
                                       a Delaware corporation

                                          By:   /s/ Steve Markley
                                                Name:   Steve Markley
                                                Title: CEO
                                                    EXHIBIT 31.1

                                             I, Steve Markley, certify that:

1. I have reviewed this annual report on Form 10-KSB of Interactive Brand Development, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                                              Date: April __, 2005

                                              /s/ Steve Markley
                                              -----------------
                                              Steve Markley
                                              Chief Executive Officer
                                                    EXHIBIT 31.2

                                             I, Steve Markley, certify that:

1. I have reviewed this annual report on Form 10-KSB of Interactive Brand Development, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                                            Date: April 15, 2005

                                            /s/Steve Markley
                                            ----------------
                                            Steve Markley
                                            Principal Financial Officer
                                                    Exhibit 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley act of 2001.



In connection with the Annual Report of Interactive Brand Development, Inc. (the "Company") on Form 10-
KSB for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Steve Markley, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

                                    Dated:    April 15, 2005

                                    /s/ Steve Markley
                                    --------------------------------------
                                    Steve Markley, Chief Executive Officer



                                    Dated:    April 15, 2005

                                    /s/ Gary Spaniak, Jr.
                                    ----------------------------
                                    Gary Spaniak, Jr., President
Exhibit 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley act of 2001.



In connection with the Annual Report of Interactive Brand Development, Inc. (the "Company") on Form 10-
KSB for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Steve Markley, Principal Financial Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.

                                 Dated:    April 15, 2005

                                 /s/ Steve Markley
                                 -----------------
                                 Steve Markley, Principal Financial Officer


                                 Dated:    April 15, 2005

                                 /s/ Gary Spaniak, Jr.
                                 ----------------------------
                                 Gary Spaniak, Jr., President

				
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