Assignment And Assumption Agreement - RONCO CORP - 11-4-2005 by RNCP-Agreements

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									                            ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated June 30, 2005, is
made and entered into by and among Ronco Inventions, LLC, a California limited liability company ("Ronco"),
Popeil Inventions, Inc., a Nevada corporation ("Popeil Inc."), RP Productions, Inc., a Nevada corporation
("RP"), and Ronald M. Popeil ("R. Popeil") and Ronco Marketing Corporation, a Delaware corporation, (the
"Purchaser"). In this Agreement, Ronco, Popeil Inc., RP, R. Popeil are referred to collectively as the "Sellers."
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the
Asset Purchase Agreement (as amended, the "Purchase Agreement"), dated as of December 10, 2004, by and
among the Sellers, the Shareholder and the Purchaser.

                                               W I T N E S S E T H:

WHEREAS, in accordance with the terms of the Purchase Agreement, the Sellers desire to assign all of its right,
title and interest in and to all intangible assets included among the Included Assets to the Purchaser (the
"Assignment Assets"), and the Purchaser desires to assume the Assumed Liabilities;

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties,
covenants, agreements and conditions set forth herein and in the Purchase Agreement, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Assignment. The Sellers hereby assign to the Purchaser all of its right, title and interest in and to the
Assignment Assets.

Section 2. Assumption. The Purchaser hereby assumes and agrees to pay, perform and discharge when due the
Assumed Liabilities.

Section 3. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the parties hereto
and their successors and assigns.

Section 4. Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or will be
construed, to confer upon or give any Person other than the parties to this Agreement, and their successors or
permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in
such Person being deemed a third party beneficiary of this Agreement.

Section 5. Captions. The Section headings contained in this Agreement are inserted in this Agreement only as a
matter of convenience and for reference and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision of this Agreement.

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Section 6. Controlling Law. This Agreement will be governed by and construed and enforced in accordance with
the internal laws of the State of California without reference to its choice of law rules.

Section 7. Further Assurances. The Sellers and the Purchaser agree, each at its own expense, to perform all such
further acts and execute and deliver all such further agreements, instruments and other documents as the other
party shall reasonably request to evidence more effectively the assignments and assumptions made by the Sellers
and the Purchaser under this Agreement.

Section 8. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to
produce or account for more than one (1) of such counterparts.

             [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

                                              SELLERS:

                                    RONCO INVENTIONS, LLC

                              By:       /s/ Gina Wallman
                                        ------------------------------
                                        Name: Gina Wallman
                                        Title: Secretary




                                    POPEIL INVENTIONS, INC.

                              By:       /s/ Gina Wallman
                                        ------------------------------
                                        Name: Gina Wallman
                                        Title: Secretary




                                     RP PRODUCTIONS, INC.

                              By:       /s/ Gina Wallman
                                        ------------------------------
                                        Name: Gina Wallman
                                        Title: Secretary




                              /s/ Ronald M. Popeil
                              ------------------------------------
                              Ronald M. Popeil




                                            PURCHASER:

                              RONCO MARKETING CORPORATION

                              By:       /s/ Karl Douglas
                                        ------------------------------
                                        Name: Karl Douglas
                                        Title: President




                                                  S-1
Exhibit 10.5

                                PURCHASE MONEY PROMISSORY NOTE

Principal Amount: $15,700,000 June 30, 2005 Adjusted Principal Amount: $__________

FOR VALUE RECEIVED, Ronco Marketing Corporation, a Delaware corporation ("Company"), promises to
pay to the order of Popeil Inventions, Inc., a Nevada corporation, or its permitted assignee (each, a "Holder") in
accordance with the provisions of this Purchase Money Promissory Note (this "Note"), the principal amount of
Fifteen Million Seven Hundred Thousand Dollars ($15,700,000) (the "Principal Amount"), subject to adjustment
in accordance with the provisions of this Note, together with accrued and unpaid interest thereon as provided
below.

Pursuant to Section 6.9 of the APA (as that term is defined in Section 1 below), Company has obtained for the
benefit of Holder a stand-by letter of credit against which Holder is permitted to draw in the event Company fails
to make any required payment(s) due to Holder pursuant to the APA or this Note.

The following is a statement of the rights of Holder under this Note and the terms and conditions to which this
Note is subject, and to which Company, by the making and issuing of this Note, and Holder, by the acceptance
of this Note, agree:

1. Nature of Borrowing. This Note is a purchase money obligation of the Company and arises out of, and is given
in partial consideration for, that certain sale of assets by Holder to Company as more particularly set forth in that
certain Asset Purchase Agreement dated as of December 10, 2004 by and between, inter alia, Holder and
Company (as amended, the "APA").

2. Adjustment to Principal Amount. The Principal Amount of this Note will be subject to adjustment in
accordance with the applicable provisions of
Section 1.6 of the APA (such adjusted amount, if applicable, the "Adjusted Principal Amount") and, if such
adjustment is required pursuant to Section 1.6 of the APA, the face of this Note will be modified to reflect such
Adjusted Principal Amount by drawing a line through the Principal Amount and replacing it with the Adjusted
Principal Amount and the initials of an authorized representative from both parties; provided, however, that the
failure of an authorized representative of Company to place his or her initials on the face of this Note next to the
Adjusted Principal Amount will not have any effect on the determination of such Adjusted Principal Amount.

3. Interest. The outstanding Principal Amount (or, if applicable, the outstanding Adjusted Principal Amount) of
this Note will bear simple interest at a rate equal to 9.5% per annum until this Note is repaid in accordance with
the terms hereof. Interest will be calculated on the basis of a 360-day year of twelve 30-day months and charged
for the actual number of days elapsed beginning
retroactively as of the date hereof. Notwithstanding the provisions of this Note, if the rate of interest payable
hereunder is limited by law, the rate payable hereunder will be the lesser of: (A) the rate set forth in this Note and
(B) the maximum rate permitted by law. If, however, interest is paid hereunder in excess of the maximum rate of
interest permitted by law, any interest so paid which exceeds such maximum rate will automatically be considered
a payment of principal and will automatically be applied in reduction of the then outstanding Principal Amount (or,
if applicable, the then outstanding Adjusted Principal Amount) due on this Note to the extent of such excess.

4. Payments.

1.1 Principal and Interest. Company will repay amounts due to Holder hereunder, including interest and principal,
solely by making payments (A) in accordance with Section 1.7 of the APA, a true and correct copy of such
Section 1.7 is attached hereto as Exhibit A, and (B) as contemplated in Section 3(a)(vi) of the Trademark Co-
Existence Agreement, a true and correct copy of such portion of such agreement is attached hereto as Exhibit B
(the "Trademark Agreement"). Notwithstanding the foregoing sentence, the entire then outstanding Adjusted
Principal Amount of this Note, together with all accrued and unpaid interest, will be due and payable in full by
Company on the earlier of: (A) June 29, 2009, without further notice or demand, or (B) as provided in Section 5
below.

1.2 Method and Application of Payment. All payments of principal, interest and other amounts payable on or in
respect of this Note or the indebtedness evidenced hereby will be made to Holder, or to a designee duly acting
on behalf of Holder, in U.S. dollars, in immediately available funds by wire transfer to the following account, or
such other account as Holder or its designee may designate in writing:

Wells Fargo Bank - Beverly Hills RCBO 433 N. Camden Dr., Suite 505 Beverly Hills, CA 90210 Account
Name: Popeil Inventions, Inc. Account #412-1163901
ABA # 121000248

All payments will be applied first to expenses or other costs owed to Holder hereunder, then (A) with respect to
payments received during the first thirty (30) months after the date of this Note, to the then outstanding Adjusted
Principal Amounts and then to accrued but unpaid interest hereunder and (B) with respect to payments received
thereafter, to accrued but unpaid interest hereunder and then to the then outstanding Adjusted Principal Amounts.

1.3 No Set-off. All payments on or in respect of this Note or the indebtedness evidenced hereby will be made to
Holder without set-off or counterclaim by Company and will be free and clear of and without any deductions of
any kind, except for any deduction or offset specifically provided for in
Section 1.6(C) of the APA or as specifically provided for in Section 8.4(E) of the APA.

1.4 Prepayment. Company may at any time, without premium or penalty, prepay all or any portion of the then
outstanding Principal Amount (or, if applicable, the Adjusted Principal Amount) of this Note. With each
prepayment,

                                                          2
Company shall also pay the interest accrued on the Principal Amount (or, if applicable, the Adjusted Principal
Amount) being prepaid to the date of such prepayment.

1.5 Notice. Within fifteen (15) calendar days following the end of each calendar month in which there is any
outstanding Principal Amount (or, if applicable, any Adjusted Principal Amount) under this Note, Holder will
provide Company with a written notice, which will include an update to Schedule 1 stating the outstanding
Principal Amount (or, if applicable, any Adjusted Principal Amount) and accrued but unpaid interest under this
Note as of the end of such calendar month.

5. Event of Default.

1.6 For purposes of this Note, an "Event of Default" shall be deemed to have occurred if any of the following
occur, whatever the reason or cause for such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:

1.6.1 Insolvency. Company becomes insolvent or makes any assignment for the benefit of its creditors.

1.6.2 Voluntary Bankruptcy. Company files (or consents to the filing of) any petition or complaint pursuant to
federal or state bankruptcy or insolvency laws seeking the appointment of a receiver or trustee for any of its
assets, seeking the adjudication of it as bankrupt or insolvent, seeking an "order for relief" under such statutes, or
seeking a reorganization of or a plan of arrangement for it or Company takes any corporate action to authorize
any of the actions set forth above.

1.6.3 Involuntary Bankruptcy. (i) A court of competent jurisdiction enters a decree or order for relief in respect
of Company in an involuntary case under federal or state bankruptcy or insolvency laws, which decree or order is
not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against Company under any applicable bankruptcy or insolvency laws, and
such case is not dismissed within 60 days after the filing thereof; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over Company, or over all or a substantial part of the property of Company, shall
have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or
other custodian of Company for all or a substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the property of Company.

1.6.4 Dissolution or Winding Up. Company dissolves, winds up or liquidates itself or any substantial part of its
assets or property.

1.6.5 Admission. Company does not pay its debts generally as such debts become due or admits in writing its
inability to pay its debts generally as they become due.

                                                          3
1.6.6 Default or Breach. Company defaults in the due observance or performance of any material covenant,
condition or agreement to be observed or performed by it pursuant to the terms of, or breaches any warranty
given with respect to, this Note, the APA or any of the agreements entered into in connection therewith and such
default or breach is not cured within thirty (30) calendar days (or such shorter period as is provided in the
relevant agreement) after written notice of such default or breach by Holder. Notwithstanding the foregoing, an
Event of Default shall not be deemed to have occurred in respect of Company's failure to make any required
payment or payments to Holder hereunder to the extent Holder actually receives the amount of such unpaid
payment or payments by drawing against the stand-by letter of credit obtained by Company in connection with
this Note, as contemplated by Section 6.9 of the APA.

1.6.7 Sale, Merger, Etc. (i) Company sells or transfers all or a substantial portion the assets conveyed to the
Company by Holder pursuant to the APA (except for transfers to Affiliates of Company with Holder's prior
written consent, such consent not to be unreasonably withheld or delayed); or (ii) merges or is consolidated with
or into a third party unaffiliated with Holder, provided, however, that it shall not be deemed an Event of Default if
the Company merges or is consolidated with or into a third party unaffiliated with Holder if upon the
consummation of such merger or consolidation, the holders of the capital stock of the Company immediately prior
to such merger or consolidation continue to hold or control at least a majority of the voting power of the capital
stock of the surviving corporation; or (iii) more than 50% of the outstanding equity interests of Company are
acquired by any person or entity that is not, as of the date hereof, a holder of such interests of Company; or (iv)
the Board of Directors manager or members of Company vote in favor of any of the foregoing actions.

1.6.8 Acceleration of Material Payments. A material payment obligation owed by Company or any of its
Affiliates in respect of borrowed money is accelerated and such accelerated payment obligation is not cured
within thirty (30) calendar days. For purposes of this Section 5.2(H), payments in excess of what is due in the
ordinary course absent the acceleration will not be considered a cure.

1.6.9 Judgment. A final judgment for the payment of money in an amount that, after deducting any insurance
coverage in respect thereof, exceeds of $1,000,000 is entered against Company by a court of competent
jurisdiction and such judgment is not discharged in accordance with its terms within ninety
(90) calendar days after the date such judgment is entered or, within such period, an appeal therefrom has not
been prosecuted and the execution of the judgment stayed during such appeal.

1.7 Remedies.

1.7.1 Default Interest. If any Event of Default has occurred and is continuing, the interest rate on this Note shall
increase immediately to eleven percent (11%) per annum or to the extent permitted by law, whichever is less.
Any increase of the interest rate resulting from the operation of this subparagraph shall terminate on the earlier of
(i) the close of business on the date which all Events of Default have been waived (subject to subsequent
increases pursuant to this subparagraph) or the close of business on the date immediately before this Note is paid
in full in accordance with Section 5.2(B) below.

                                                          4
1.7.2 Immediate Payment. If an Event of Default set forth in Sections 5.1(A) through 5.1(I) has occurred, the
then outstanding Principal Amount (or, if applicable, the then outstanding Adjusted Principal Amount), together
with all accrued and unpaid interest thereon and all other amounts due and payable with respect hereto, shall
become immediately due and payable regardless of any prior forbearance, without presentment, demand, notice,
protest or other requirements of any kind (all of which are hereby expressly waived by Company) and Company
shall immediately pay to the Holder all such amounts.

1.7.3 Other Rights. Holder shall also have any other rights which Holder may have been afforded under any
contract or agreement at any time and any other rights which Holder may have pursuant to applicable law or
under equity.

Upon the occurrence of an Event of Default and the exercise of Holder's rights hereunder or any applicable law
(including, without limitation, the right to collect from Company all sums due under this Note), Company will pay
all reasonable costs and expenses incurred by Holder in connection with Holder's exercise of any or all of its
respective rights and remedies under this Note.

6. Miscellaneous.

1.8 Further Assurances. Each party agrees to cooperate fully with the other parties and to execute such further
instruments, documents and agreements and to give such further written assurances, as may be reasonably
requested by any other party to evidence and reflect the transactions described herein and contemplated hereby,
and to carry into effect the intents and purposes of this Note.

1.9 Rights Cumulative. Each and all of the various rights, powers and remedies of the parties hereto will be
considered to be cumulative with and in addition to any other rights, powers and remedies which such parties
may have at law or in equity in the event of the breach of any of the terms of this Note. The exercise or partial
exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any
other right, power or remedy available to such party.

1.10 Notices. All notices, amendments, waivers, consents, approvals and other communications required or
permitted under this Note must be in writing. Any such items requiring delivery must be delivered: (A) in person;
(B) by registered, express or certified mail, postage prepaid, return receipt requested; (C) by a generally
recognized courier or messenger service that provides written acknowledgement of receipt by the addressee; or
(D) by facsimile, e-mail or other generally accepted means of electronic transmission with a verification of
delivery. Documents are deemed delivered when actually delivered to or delivery is refused at the address for
notices set forth on Schedule 2. Any party can furnish, from time to time, other addresses for deliveries to it.

6.1 Dispute Resolution. Any dispute arising out of or relating to this Note shall be resolved in accordance with the
procedures set forth in
Section 11.10 of the APA, which section shall be incorporated herein by reference. In the event of any arbitration
or other action for the breach of

                                                         5
this Note or misrepresentation by any party, the prevailing party in such arbitration or other action shall be
entitled, in addition to all other relief, to reasonable attorneys' and experts' fees relating to such arbitration or
other action, including attorneys' and experts' fees incurred in any proceeding to compel arbitration. The non-
prevailing party shall be responsible for all costs of the arbitration or litigation, including but not limited to, the
arbitration fees, court reporter fees, etc.

1.11 Severability. The provisions of this Note are severable. The invalidity, in whole or in part, of any provision
of this Note will not affect the validity or enforceability of any other of its provisions. If one or more provisions
hereof will be declared invalid or unenforceable, the remaining provisions will remain in full force and effect and
will be construed in the broadest possible manner to effectuate the purposes hereof. The parties further agree to
replace such void or unenforceable provisions of this Note with valid and enforceable provisions that will achieve,
to the extent possible, the economic, business and other purposes of the void or unenforceable provisions.

1.12 Headings; References. The headings in this Note are only for convenience and ease of reference and are not
to be considered in construction or interpretation of this Note, nor as evidence of the intention of the parties
hereto. Except where otherwise indicated, all references in this Note to Sections and Exhibits refer to Sections
and Exhibits of this Note.

1.13 Entire Agreement. This Note (together with the APA, the Trademark Agreement and the other documents
referred to herein and therein) constitutes the complete and exclusive statement of agreement and understanding
of the parties with respect to matters in this Note and is a complete and exclusive statement of the terms and
conditions thereof. This Note replaces and supersedes all prior written or oral agreements, statements,
correspondence, negotiations and understandings by and among the parties with respect to the matters covered
by it.

1.14 Amendments; Modifications. Any provision of this Note may be amended or modified only upon the mutual
written consent of Company and Holder.

1.15 Waivers; Extensions of Time. Any party hereto may by a writing signed by an authorized representative of
such party: (A) extend the time for the performance of any of the obligations of another party owed to such party;
(B) waive any inaccuracies in representations and warranties made by another party to such party contained in
this Note or in any documents delivered pursuant hereto; or (C) waive the compliance with any term, provision,
covenant, requirement or condition of this Note owed or made to such party. Any extension of time or waiver
must be in writing and will be effective only to the extent specifically set forth in such writing.

1.16 Delays or Omissions. No delay or failure by any party to insist on the strict performance of any provision of
this Note, or to exercise any power, right or remedy, will be deemed a waiver or impairment of such
performance, power, right or remedy or of any other provision of this Note nor will it be construed to be a
waiver of any breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter
occurring.

                                                             6
1.17 Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions
of this Note, no presumption or burden of proof or persuasion will be implied because this Note was prepared
by or at the request of any party or its counsel.

1.18 Governing Law. The Note will be governed by and construed in accordance with the internal laws of the
State of California, without regard to conflicts of laws principles. All rights and obligations of the Company will be
in addition to and not in limitation of those provided by applicable law.

1.19 Successors and Assigns. This Note shall not be assigned or assignable by the Company without the prior
written consent of the Holder. Except as otherwise provided herein, the provisions hereof will inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

1.20 Survival. The representations, warranties and agreements in this Note will survive the execution of this Note
without regard to any investigation made by any party. All statements as to factual matters contained in any
certificates or other instruments delivered by or on behalf of any party pursuant to the terms hereof or in
connection with the transactions contemplated hereby will be deemed, for all purposes, to constitute
representations and warranties by such party under the terms of this Note given as of the date of such certificate
or instrument.

1.21 Specific Performance. It might be impossible to measure in money the damage to a party if another party
fails to comply with any provision of this Note. If any such failure occurs, the party might not have an adequate
remedy at law or in damages. Therefore, each party consents to the issuance of an injunction and the enforcement
of other equitable remedies against it to compel performance of this Note.

1.22 Binding Effect; Parties in Interest. This Note is binding upon and benefits only the parties and their
respective permitted successors and assigns. Nothing in this Note gives any rights or remedies to any person
other than the parties and their respective permitted successors and assigns, nor does anything in this Note relieve
or discharge any obligation or liability of any third person to any party. No provision of this Note gives any third
person any right of subrogation or action over or against any party to this Note.

[Signature page to follow]

                                                          7
IN WITNESS WHEREOF, the parties have caused this Note to be issued as of the date first written above.

       HOLDER:                                           COMPANY:

       POPEIL INVENTIONS, INC.                           RONCO MARKETING CORPORATION


       By: /s/ Gina Wallman                              By: /s/ Karl Douglas
           -----------------------------                     ----------------------------------
                (Signature)                                       (Signature)

       Name: Gina Wallman                                Name: Karl Douglas
                                                              ---------------------------------
                                                                  (Print Name)

       Title:    Secretary                               Title: _______________________________

       Address:                                          Address:
       1672 Waynecrest Dr.                               1330 6th Ave
       Beverly Hills, CA 90210                           New York, NY 10019
                                                         40th FLR
                                         SCHEDULE 1

                         SCHEDULE OF OUTSTANDING AMOUNTS

------------------------------- ---------------------------- ---------------------------- ---------------
                                   Outstanding Adjusted        Outstanding Accrued but       Outstanding
        Month-End Date               Principal Amount              Unpaid Interest                 Expens
------------------------------- ---------------------------- ---------------------------- ---------------
------------------------------- ---------------------------- ---------------------------- ---------------

------------------------------- ---------------------------- ---------------------------- ---------------

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                                           Schedule 1
                                      SCHEDULE 2

                                        NOTICES

If to Company:

                          1330 Avenue of the Americas, 40th Floor
                                 New York, NY 10019

Fax: (800) 434-5134
Attn: Karl Douglas

If to Holder:

c/o Ronald M. Popeil
1672 Waynecrest Dr.
Beverly Hills, CA 90210
Fax: (310) 273-4483

                                       Schedule 2
                                                   EXHIBIT A

                            Excerpted Section 1.7 of Asset Purchase Agreement

(A) For so long as any amounts remain outstanding under the Notes, Purchaser shall make per unit quality control
payments ("QC Payments") earned by Sellers for each product as set forth below in this Section 1.7; provided,
that such QC Payments shall not be payable pursuant to this
Section 1.7 with respect to any units of product manufactured for marketing and sale through retail distribution
channels, it being understood and agreed that the QC Payments to be payable with respect to such units of
product are to be as provided in the QC Amendment contemplated by Section 7.3(H). The QC Payments shall
be made to the Sellers' Designee, who shall distribute such payments on a pro rata basis as set forth on Schedule
1.5(A) to the applicable Sellers for application to amounts outstanding under the Notes in accordance with such
Notes. The Sellers will earn the QC Payments each time a unit of one of the products listed below is
manufactured by, for, or on behalf of the Purchaser or any of its Affiliates. For purposes of determining the QC
Payments earned pursuant to this Section 1.7, a product will be deemed to be manufactured no later than five (5)
business days after such product is made available for Purchaser or any of Purchaser's Affiliates or designees to
take immediate possession. Purchaser will make all QC Payments hereunder as such QC Payments are earned.
All QC Payments shall be non-refundable. None of the Sellers shall be deemed to have waived, amended,
modified or changed any provision of this Agreement, or its respective rights hereunder, the Notes or any other
document or agreement entered into in connection with this Agreement, as a result of its acceptance of any of the
payments called for in this Section 1.7(A), including, but not limited to, such Seller's right to dispute the amounts
paid under this Section 1.7(A) in accordance with the provisions of Section 1.7(D).

(B) Purchaser shall provide the Sellers' Designee, as representative for the Sellers, with a quarterly report
detailing the number of each of the products listed below that are manufactured (as such term is used above)
during such calendar quarter.

(C) Purchaser shall prepare reasonably accurate, complete and detailed records in order to substantiate the
amounts payable as set forth in Section 1.7(A), and Purchaser shall maintain such records for a period of at least
three (3) years following the quarterly period to which such records relate.

(D) Purchaser's records that relate to the subject matter of this
Section 1.7 may be examined once per calendar year in Los Angeles, California on reasonable notice and during
normal business hours by an independent auditor selected by the Sellers' Designee and paid for by Sellers. If any
such examination reveals that Purchaser owes Sellers additional QC Payments, Purchaser shall: (a) immediately
pay the Sellers' Designee for distribution to Sellers on a pro rata basis such delinquent amounts, which payments
shall be applied by the applicable Sellers against

                                                    Exhibit A-1
outstanding amounts owed to such Sellers under their respective Notes in accordance with such Notes; and (b)
pay to the Sellers' Designee for distribution to Sellers interest on the overdue amounts calculated at a rate equal
to the lesser of 10% per annum or the maximum rate allowed by applicable Legal Rules, which payments shall
also be applied against outstanding amounts owed to such Sellers under such Notes in accordance therewith.
Notwithstanding anything herein to the contrary, (i) if the actual aggregate amount of QC Payments made by
Purchaser to Sellers over the entire audited period are less than ninety percent (90%) of those amounts owed for
the period as determined by the independent auditor selected by the Sellers' Designee as representative for
Sellers, Purchaser shall pay to the Sellers' Designee, upon demand therefor, for distribution to Sellers on a pro
rata basis an amount equal to the costs of the audit and (ii) if the actual aggregate amount of QC Payments made
by Purchaser to Sellers over the entire audited period are at least ninety percent (90%) of those amounts owed
for the period as determined by the independent auditor selected by the Sellers' Designee as representative for
Sellers, the costs of the audit shall be borne by Sellers.

                                                QC Payment Schedule

           Product manufactured                                     QC Payment per unit of product
                                                                    manufactured

           Showtime Rotisserie - Pro Model                          $4.50
           Showtime Rotisserie - Standard Model                     $3.50
           Showtime Rotisserie - Compact Model                      $3.00
           Pastamaker                                               $3.50
           Motorized Food Dehydrator                                $2.50
           Nonmotorized Food Dehydrator                             $3.00
           Popeil's Pocket Fishermen                                $1.75
           Cutlery Set (12 pieces or more)                          $2.00
           Block for Cutlery Set                                    $1.75
           GLH Hair Cosmetic (per GLH regular size can)             $1.50
           GLH Hair Cosmetic (per GLH small size can)               $ .75
           Mr. Microphone                                           $1.50
           Egg Scrambler                                            $1.25
           Solid Flavor Injector                                    $2.00
           Liquid Flavor Injector                                   $1.50
           Flatware Set                                             $1.50
           Scissors                                                 $1.00
           Rotisserie Cookbook                                      $ .65
           Lean Rotisserie Cookbook                                 $ .65
           Marinade Cookbook                                        $ .65
           Lean Rotisserie Booklet (noninstructional)               $ .65
           Lean Marinade Booklet (noninstructional)                 $ .65

                                                   Exhibit A-2
Product manufactured                           QC Payment per unit of product
                                               manufactured

Bagel Cutter                                   $1.00
Door Saver                                     $1.00
Showtime Outdoor Stand                         $ .75
Showtime Vinyl Cover                           $ .50
Grip Spatula                                   $ .25
Flip-It Spatula                                $ .25
Showtime Pro Model Kebob Rods (each)           $ .40
Showtime Standard Model Kebob Rods (each)      $ .40
Showtime Compact Model Kebob Rods (each)       $ .40
Showtime Mini Model Kebob Rods (each)          $ .40
Char Rubs (per container)                      $ .15
Marinades (per container)                      $ .15
Barbecue Sauce (per container)                 $ .15
Barbecue Seasonings (per container)            $ .15
Sausage Seasonings (per container)             $ .15
Jerky Seasonings (per container)               $ .15
Rib Basket                                     $1.50
Lobster Basket                                 $1.50




                                 Exhibit A-3
                                                   EXHIBIT B

                         Excerpted Portion of Trademark Co-Existence Agreement

Popeil will retain the right to enter into a licensing or other arrangement with Sara Lee Corporation on behalf of
RMC under which such manufacturer(s) or distributor(s) will have the right to manufacture and sell food products
bearing the Popeil or Ronco name; provided, that 100% of any royalties, minimum guarantees or similar
payments received by RMC from any such arrangement will be applied to repayment of the Notes issued by
RMC pursuant to the Asset Purchase Agreement until all obligations under such Notes have been repaid in full
(such payments to be made to the holder of the Notes or to a designee duly acting on behalf of such holder), and
thereafter Popeil, in his individual capacity, will be entitled to 50% of any such gross royalties or gross payments
received by RMC and RMC will be entitled to the remaining 50% of any such royalties or payments received by
RMC.

Exhibit B-1
EXHIBIT 10.6

                     CONSULTING AND ADVISORY SERVICES AGREEMENT

This CONSULTING AND ADVISORY SERVICES AGREEMENT for independent contractor consulting and
advisory services ("Agreement") is made and entered into as of June 30, 2005 (the "Effective Date"), by and
between Ronco Marketing Corporation, a Delaware corporation ("RMC"), and Ronald M. Popeil, an individual
("Consultant").

WHEREAS, RMC, Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc., RMP Family Trust
and Consultant have entered into that certain asset purchase agreement dated December 10, 2004 (the "Asset
Purchase Agreement"), pursuant to which RMC is purchasing substantially all of the assets of Ronco Inventions,
LLC, Popeil Inventions, Inc., and RP Productions, Inc.;

WHEREAS, it is a condition to the closing of the transaction under the Asset Purchase Agreement that RMC and
Consultant enter into this Agreement; and

WHEREAS, RMC desires to retain Consultant as an independent contractor to perform certain consulting
services for RMC and Consultant is willing to perform such services, on terms set forth more fully below.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth
herein, the parties, intending to be legally bound, hereby agree as follows:

1. Services.

(a) General Consulting and Advisory Services. In accordance with the terms and conditions set forth in this
Agreement, during the Term (as defined below) Consultant agrees to render general business advice to RMC
regarding operational and strategic matters for RMC related to the consumer home products business (the
"Consulting Services") at such reasonable times during normal business hours as Consultant determines in his sole
and absolute discretion and further subject to any prior commitments described in Section 1(c) below.

(b) Personal Appearance Services. In accordance with the terms and conditions set forth in this Agreement,
during the Term Consultant agrees to make certain personal appearances ("Personal Appearance Services").
Each personal appearance will be performed after reasonable notice to Consultant (as described below) at such
reasonable times as Consultant determines in his sole and absolute discretion and in each case, unless marked by
an asterisk (*), at Consultant's sole and absolute discretion.

(1) Chief Public Spokesperson. Upon at least 25 days prior written request from RMC, Consultant may make a
personal appearance at the time and location and for the purpose specified in the written request to speak as
RMC's "chief public spokesperson" for non-financial matters (principally product endorsements for the products
acquired by RMC under the Asset Purchase Agreement or the New Product Development Agreement by and
between RMC and Consultant, dated of even date herewith (the "New Product Development Agreement")).
Such appearance may be in any form of media not otherwise covered in Section 1(b) of this Agreement. Such
written request, must clearly identify the following
matters, and any other matters reasonably requested by Consultant: (a) the date, time and location of such
appearance, (b) the purpose of such appearance, (c) the form, nature and broadcast scope of the media for such
appearance (e.g., television, radio, internet, print media interviews or some other form of media broadcast, a
day-time talk show or variety show or some other nature, and whether the media is internationally, nationally or
locally broadcast or some part thereof), (d) the reasonably anticipated time commitment for Consultant to make
such personal appearance (including in the calculation the number of days to travel to and from such location), (e)
a copy of any script or notice that a script for such appearance is being prepared and (f) the amount of
compensation (including expense reimbursement) RMC is offering to pay Consultant for each calendar day of
such personal appearance and travel to and from the location of such personal appearance. Consultant will have
up to 15 days from receipt of such request to accept, in writing, such request to make the personal appearance
or to negotiate with RMC and agree, in writing, on modified terms pursuant to which Consultant will make such
personal appearance. If Consultant does not accept such written request in writing within such 15-day period,
Consultant will be deemed to have rejected such request and will not be obligated to make such appearance. For
purposes of clarity, Consultant will have the sole and absolute discretion to make such requested appearance and
will have no obligation to make any such requested appearances.

(2) National Television Broadcasts. Upon at least 25 days prior written request from RMC, Consultant may
make a personal appearance to promote the image of RMC (principally by promoting the products sold to RMC
under the Asset Purchase Agreement or the New Product Development Agreement) by appearing on (a) national
broadcast network (i.e., ABC, CBS, FBC, NBC, UPN and WB) variety news or talk shows, such as "The
Today Show" or "60 Minutes," or
(ii) nationally syndicated variety news or talk shows (e.g., "Oprah," "Ellen"). Such written request, must clearly
identify the following matters, and any other matters reasonably requested by Consultant: (a) the date, time and
location of such appearance, (b) the purpose of such appearance, (c) the type of broadcast for such appearance,
(d) the reasonably anticipated time commitment for Consultant to make such personal appearance (including in
the calculation the number of days to travel to and from such location), and (e) a copy of any script (including the
interviewers proposed and final interview questions) or notice that a script for such appearance is being prepared.
Consultant will have up to 15 days from receipt of such request to accept, in writing, such request to make the
personal appearance or to negotiate with RMC and agree, in writing, on modified terms pursuant to which
Consultant will make such personal appearance. If Consultant does not accept such written request, as may be
modified above, in writing within such 15-day period, Consultant will be deemed to have rejected such request
and will not be obligated to make such appearance. For purposes of clarity, Consultant will have the sole and
absolute discretion to make such appearance and will have no obligation to make any such appearances.
Notwithstanding the foregoing or anything to the contrary contained herein, in no event shall Consultant be asked
to make more than six (6) such appearances in the aggregate per year nor shall Consultant be required to make
any appearance hereunder on any show which is telecast on any so-called "direct response marketing" network
(e.g., QVC, HSN, etc.).

(3) National Retailers. Upon at least 25 days prior written request from RMC, Consultant may make a personal
appearance to promote the products sold to RMC under the Asset Purchase Agreement or the New Product

                                                         2
Development Agreement at a Lead National Retailer. Such written request, must clearly identify the following
matters, and any other matters reasonably requested by Consultant: (a) the date, time and location of such
appearance, (b) the purpose of such appearance, (c) the name of the Lead National Retailer at which such
appearance will take place, (d) the reasonably anticipated time commitment for Consultant to make such personal
appearance (including in the calculation the number of days to travel to and from such location), and (e) a copy of
any script or notice that a script for such appearance is being prepared. Consultant will have up to 15 days from
receipt of such request to accept, in writing, such request to make the personal appearance or to negotiate with
RMC and agree, in writing, on modified terms pursuant to which Consultant will make such personal appearance.
If Consultant does not accept such written request, as may be modified above, in writing within such 15-day
period, Consultant will be deemed to have rejected such request and will not be obligated to make such
appearance. For purposes of this Section 1(b)(3), a Lead National Retailer will be a major national retail chain of
stores (e.g., WalMart, Lowe's Home Improvement Warehouses, The Home Depot). For purposes of clarity,
Consultant will have the sole and absolute discretion to make such appearance and will have no obligation to
make any such appearances.

(4) Infomercials.* Consultant will make on-screen appearances in up to three (3) Infomercials per year for
consumer products sold under the Asset Purchase Agreement or the New Product Development Agreement.
However, RMC must provide Consultant with a written request at least 25 days prior to the scheduled start of
principal photography of such Infomercial, requesting Consultant to appear in such Infomercial. Such written
request, must clearly identify the following matters, and any other matters reasonably requested by Consultant: (a)
the date, time and location for such appearance(s), (b) the product being marketed and promoted in such
Infomercial, (c) the reasonably anticipated time commitment/duration of Consultant to appear in such Infomercial
(including in the calculation the number of days to travel to and from such location), and (d) a copy of any script
or notice that a script for such Infomercial is being prepared. Consultant will have up to 15 days from receipt of
such request to accept, in writing, such request to appear in such Infomercial or to negotiate with RMC and
agree, in writing, on modified terms pursuant to which Consultant will appear in such Infomercial. If Consultant
does not accept such written request in writing within such 15-day period, Consultant will be deemed to have
rejected such request and will not be obligated to appear or otherwise participate in such Infomercial. For
purposes of clarity, Consultant will have the sole and absolute discretion to participate in such requested
Infomercial; provided, however, Consultant must appear in at least three (3) reasonably requested Infomercials
per year. With respect to each Infomercial in which Consultant agrees to appear, Consultant shall have a right of
prior, meaningful active consultation and reasonable approval over all material creative elements relating to such
Infomercial, including without limitation the development of such Infomercial, the script for such Infomercial, the
set design for such Infomercial, the host(s) or other spokespersons for such Infomercial, and all marketing and
advertising materials relating to such Infomercial. For purposes of this Agreement, "Infomercial" means a long,
information-rich, television advertisement not to exceed 30 minutes in length devoted exclusively to promoting
goods. For purposes of clarity, Consultant will have satisfied his obligations under this Section 1(a)(4) if he
appears for the principal photography (to the extent required) and participates in any looping or dubbing in
connection therewith that is necessary for the completion of three

                                                        3
(3) Infomercials in any consecutive 12 calendar months beginning on the Effective Date and continuing until the
expiration of the Term, regardless of whether any such Infomercial is ultimately broadcast or otherwise exploited
in any manner.

(5) Investor "Road Shows". Upon at least 25 days prior written request from RMC, Consultant may make a
personal appearance at an RMC investor "road show" to speak as to non-financial matters (principally product
endorsements for the products acquired by RMC under the Asset Purchase Agreement or the New Product
Development Agreement). Such written request, must clearly identify the following matters, and any other matters
reasonably requested by Consultant: (a) the date, time and location of such appearance, (b) the purpose of such
appearance, (c) the parties to whom Consultant is requested to speak to, and (d) the reasonably anticipated time
commitment for Consultant to make such personal appearance (including in the calculation the number of days to
travel to and from such location). Consultant will have up to 15 days from receipt of such request to accept, in
writing, such request to make the personal appearance or to negotiate with RMC and agree, in writing, on
modified terms pursuant to which Consultant will make such personal appearance. If Consultant does not accept
such written request in writing within such 15-day period, Consultant will be deemed to have rejected such
request and will not be obligated to make such appearance. For purposes of clarity, Consultant will have the sole
and absolute discretion to make such requested appearance and will have no obligation to make any such
requested appearances.

(6) Gourmet Show and Housewares Show.* Consultant will and attend and reasonably participate in the annual
Gourmet Show* and the annual Housewares Show.* With respect to both the Gourmet Show and the
Housewares Show, RMC must first, however, present Consultant with a written notice at least 25 days prior to
the date of either show detailing the following information: (a) the date, time and location of Consultant's required
appearance, (b) the reasonably anticipated time commitment/duration of Consultant's required appearance, (c)
the product being marketed and promoted at such show and (d) the scope of Consultant's participation.
Consultant will comply with all reasonable requests by RMC to participate in either show, one time per year for
each show. For purposes of this Agreement, "Gourmet Show" means a gourmet food and cooking convention
sponsored by __________ and "Housewares Show" means a housewares convention sponsored by
_________ .

(c) Preexisting Obligations. Notwithstanding anything in Section 1 of this Agreement to the contrary, Consultant's
obligations hereunder are subject and subordinate to his preexisting obligations under that certain Agreement
dated February 27, 2004, by and between IGT and Consultant (including, but not limited to, his personal
appearance obligation at the Global Gaming Expo taking place in Las Vegas, Nevada in the fall of 2005), and
under that certain Option Purchase Agreement dated February 2, 2001, by and among Lucky Brand Foundation
and Home Box Office.

(d) Services Distinct and Separate. The parties hereby acknowledge and agree that Consultant's obligations
under each of subsections 1(a) and 1(b) above are separate, distinct and not conditioned upon Consultant's
performance or fulfillment of any obligations under the other such subsection, and Consultant's failure or inability
to render services under either of subsection 1(a) or 1(b) shall not be deemed a breach of Consultant's
obligations under the

                                                          4
other such subsection, nor shall any breach of either such subsection entitle RMC to any right of offset, crediting
or attachment to any consideration owing to Consultant under the other such subsection.

2. Payment.

(a) Cash Component.

(i) Consulting Services. Provided Consultant makes himself available (pursuant to the terms of subsection 1(a)
above) to render the Consulting Services during the Term, RMC shall pay Consultant compensation in the
amount of Five Hundred Thousand Dollars ($500,000.00) per year (the "Compensation") in equal monthly
installments, payable on the first (1st) day of each month over the Term; provided that the first (1st) of such
payments will be paid concurrently with the execution hereof. RMC will also reimburse Consultant for reasonable
and customary business expenses incurred in connection with such Consulting Services so long as Consultant: (i)
provides to RMC reasonable documentation relating to such expenses, and (ii) obtains prior authorization from
RMC for any expenses which are reasonably expected to exceed $5,000. Each payment of the Compensation to
Consultant will be made by wire transfer of immediately available funds to an account specified in writing by
Consultant and all such payments shall be non-refundable. For the avoidance of doubt, Consultant's entitlement to
the Compensation shall not be conditioned on Consultant's rendering of the Personal Appearance Services
pursuant to subsection 1(b) above.

(ii) Personal Appearance Services. RMC shall pay Consultant the appearance fees, the amount and terms and
conditions of which are set forth in Schedule I for each of the personal appearances described in Section 1(b)
above. For the avoidance of doubt, Consultant's entitlement to the appearance fees set forth on Schedule I shall
not be conditioned on Consultant's rendering of the Consulting Services pursuant to subsection 1(a) above.

(b) Equity Component. Consultant will be eligible to receive stock options of RMC based on his contribution to
RMC's growth, as determined by RMC's board at its sole discretion.

3. Term and Termination.

(a) The Term of this Agreement shall be three (3) years, commencing on the Effective Date set forth above (the
"Term"), subject to early termination as set forth below. The Term may be extended by mutual agreement of the
parties. Any extension will, however, be subject to the approval of the RMC board of directors.

(b) Either party may terminate this Agreement (reserving cumulatively all other remedies and rights under this
Agreement at in law and in equity) in the event that the other party materially breaches this Agreement by giving
such other party thirty (30) days' written notice thereof explaining in reasonable detail the nature of the alleged
breach; provided, however, that any such termination shall not be effective if the breach has been cured prior to
the expiration of said thirty (30) days.

(c) Upon termination of this Agreement for any reason, RMC shall pay to Consultant (or the Consultant's estate)
all accrued but unpaid fees and expenses

                                                         5
due as of the date of termination and shall have no further obligations hereunder. The parties' respective rights and
obligations under Sections 6,7,8,10,11,13,16, and 17 hereof shall survive the termination of this Agreement,
regardless of the reason for such termination.

4. Conflict of Interest Prohibited. Except with respect to Consultant's pre-existing obligations described in
Section 1(c) above or as may be permitted under the New Product Development Agreement, during the term of
this Agreement, Consultant will not enter into any consulting services, advisory services or employment agreement
nor directly provide consulting or advisory services to any entity or person that is in direct competition with the
business acquired in the Asset Purchase Agreement or pursuant to the New Product Development Agreement.
Except to the extent a conflict arises with respect to Consultant's pre-existing obligations described in Section 1
(c) above, the Asset Purchase Agreement or the New Product Development Agreement, Consultant hereby
represents and warrants that the Consulting Services to be provided hereby will not result in any conflict of
interest (which includes, without limitation, the use of another's confidential and proprietary information) with any
of the Consultant's other contracts for services or other employment, if any, and Consultant covenants to take all
actions necessary so that no such conflict arises during the Term of this Agreement.

5. Independent Contractor Relationship. In accordance with the mutual intentions of RMC and Consultant, this
Agreement establishes between them an independent contractor relationship, and all of the terms and conditions
of this Agreement shall be interpreted in light of that relationship. There is no intention to create by this Agreement
an employer-employee relationship.

6. Indemnification. Consultant will, to the extent permitted by law, indemnify and hold harmless RMC from all
claims, losses, and damages which may arise from the breach of any of the representations, warranties, or
obligations under this Agreement. RMC will indemnify and hold harmless Consultant in connection with any third
party proceeding arising by reason of or in connection with (e.g., as a result of Consultant's participation in
investor "road shows") Consultant's services hereunder if Consultant is not in material uncured breach of this
Agreement and has no obligation to indemnify RMC pursuant to the preceding sentence. In addition, for so long
as Consultant is providing Consulting Services or Personal Appearance Services hereunder RMC shall include
Consultant as a named insured under RMC's product, general liability and errors and omissions insurance policies
(with combined limits of not less than Ten Million Dollars (US$10,000,000)), all of which policies shall be issued
by reputable insurers with top A.M. Best (or substantially equivalent) ratings, and shall provide Consultant with
certificates of insurance evidencing this coverage prior to any provision of Consulting Services or Personal
Appearance Services hereunder.

7. Consultant Responsible for Taxes. Without limiting any of the foregoing, Consultant agrees to: (i) accept
exclusive liability for the payment of taxes or contributions for unemployment insurance or old age pensions or
annuities or social security payments which are measured by the wages, salaries or other remuneration paid to
Consultant or any of Consultant's Agents; and (ii) reimburse and indemnify RMC for such taxes or contributions
or penalties which RMC may be compelled to pay. Consultant agrees to comply with all valid administrative
regulations respecting the assumption of liability for such taxes and contributions.

                                                          6
8. Ownership of Work Product. All of the results and proceeds of Consultant's services hereunder during the
Term (including without limitation all products therefrom, if any) will belong exclusively to Consultant and will not
be considered a work made for hire for RMC within the meaning of Title 17 of the United States Code. RMC
and Consultant further acknowledge and agree that during the Term Consultant will be developing new products
and potentially advising on improvements to products acquired under the Asset Purchase Agreement, the New
Product Development Agreement or otherwise acquired by RMC and that all such products and/or
improvements designed, developed or created by Consultant (with or without the assistance of third parties), if
any, will belong to Consultant and may be sold by Consultant in his discretion to RMC, if at all, pursuant to the
terms of the New Product Development Agreement.

9. No Assignments by Consultant. Consultant may not assign or transfer any rights, or delegate any duties, under
this Agreement without RMC's prior written consent, and any attempt of assignment, transfer or delegation
without such consent shall be void. RMC may not assign or transfer any rights, or delegate any duties, under this
Agreement without Consultant's prior written consent, and any attempt of assignment, transfer or delegation
without such consent shall be void. Notwithstanding the foregoing, RMC may assign all its rights and delegate all
its obligations as part of a merger, reorganization or sale of all or substantially all its assets.

10. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to
principles of conflict of laws.

11. Severability. If any provision of this Agreement or the application thereof is determined to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect without regard to
the invalidity of such provision, and this Agreement shall be construed as if such provision had never been
contained herein.

12. Waiver; Amendment. No waiver of any breach of any provision of this Agreement shall be construed to be,
or shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and
signed by the party waiving the breach. This Agreement may be modified only with a written instrument duly
executed by each of the parties

13. Notice. All notices, requests, demands and other communications under this Agreement shall be deemed to
have been sufficiently given either when delivered by hand, first-class mail (postage pre-paid, return receipt
requested), private courier service or facsimile addressed to either party. Notices shall be effective only when
addressed as follows (or as otherwise designated by proper notice under this Agreement):

                              RMC:                     Ronco Marketing Corporation
                                                       Attention: Richard Allen
                                                       21344 Superior Street
                                                       Chatsworth, CA 91311
                                                       Phone: (818) 775-4602
                                                       Fax: (800) 434-5134




                                                          7
                                          With a copy to:

                                                            Gilbert Azafrani, Esq.
                                                            21344 Superior Street
                                                            Chatsworth, CA 91311
                                                            Phone: (818) 775-4602
                                                            Fax: (818) 775-1386

                 Consultant:                                Ronald M. Popeil
                                                            1672 Waynecrest Drive
                                                            Beverly Hills, CA 90210
                                                            Phone: (310) 273-4411
                                                            Fax: (310) 273-4483

                                          With a copy to:

                                                            Adams, Swartz & Landau L.L.P.
                                                            18321 Ventura Boulevard, Suite 920
                                                            Tarzana, CA 91356
                                                            Phone: (818) 705-4300
                                                            Fax: (818) 705-4259
                                                            Attention: Brian Adams




14. Compliance with Law. Consultant shall comply with any and all applicable laws and regulations relating to this
services hereunder including but not limited to health, safety and security rules and regulations which are now in
effect or which may become applicable.

15. Mutual Drafters. Each party has cooperated in the drafting and preparation of this Agreement, and this
Agreement shall not be construed against any party on the basis that such party was the drafter.

16. Advice of Counsel. In entering this Agreement, each party hereto has relied upon the advice of counsel, or
has been advised, and has had reasonable time and opportunity, to consult counsel of its own choosing. Each
party, and its counsel, has completely read, fully understands, and voluntarily accepts the terms of this
Agreement.

17. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in accordance
with the procedures set forth in
Section 11.10 of the Asset Purchase Agreement, which section shall be incorporated herein by reference. In the
event of any arbitration or other action for the breach of this Agreement or misrepresentation by any party, the
prevailing party in such arbitration or other action shall be entitled, in addition to all other relief, to reasonable
attorneys' and experts' fees relating to such arbitration or other action, including attorneys' and experts' fees
incurred in any proceeding to compel arbitration. The non-prevailing party shall be responsible for all costs of the
arbitration or litigation, including but not limited to, the arbitration fees, court reporter fees, etc.

18. Entire Agreement. This instrument constitutes and contains the entire agreement and final understanding
between the parties, and supersedes all prior

                                                          8
negotiations and agreements, proposed or otherwise, whether written or oral, covering the subject matter hereof.

19. Section Headings. Section headings are used for ease of reference only and are not controlling.

[Signature Page Follows]

                                                        9
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

RONCO MARKETING CORPORATION

                                          /s/ Karl Douglas
                                          -------------------
                                          By: Karl Douglas
                                          Its: President




CONSULTANT

                                         /s/ Ronald M. Popeil
                                         --------------------
                                         Ronald M. Popeil




                                                   10
                                                   Schedule I

                                                    Payment

Payment Terms:

Personal Appearance Fees

Chief Public Spokesperson
Consultant and RMC will negotiate the fee for chief public spokesperson on a fair and reasonable basis as and
when appearance requests arise. Each payment hereunder to Consultant will be made by wire transfer of
immediately available funds to an account specified in writing by Consultant and all such payments shall be non-
refundable.

Nationally Broadcast Television Programs RMC will pay Consultant, in advance (based on the estimated time
commitment in the accepted written request notice), $10,000 per calendar day for appearances on Nationally
Broadcast Television Programs. Such calculation will also include $10,000 per calendar day for travel to and
from such Nationally Broadcast Television Programs. For any calendar days Consultant was required to
participate to complete such obligation in excess of the amount prepaid (so long as such additional days are not
the result of an unreasonable delay by Consultant), RMC will promptly pay Consultant upon completion of such
personal appearance such additional fees, calculated in the same manner as above, as were not prepaid. Each
payment hereunder to Consultant will be made by wire transfer of immediately available funds to an account
specified in writing by Consultant and all such payments shall be non-refundable.

Lead National Retailers
RMC will pay Consultant, in advance (based on the estimated time commitment in the accepted written request
notice), $10,000 per calendar day for appearances at Lead National Retailers. Such calculation will also include
$10,000 per calendar day for travel to and from such Lead National Retailers. For any calendar days Consultant
was required to participate to complete such obligation in excess of the amount prepaid (so long as such
additional days are not the result of an unreasonable delay by Consultant), RMC will promptly pay Consultant
upon completion of such personal appearance such additional fees, calculated in the same manner as above, as
were not prepaid. Each payment hereunder to Consultant will be made by wire transfer of immediately available
funds to an account specified in writing by Consultant and all such payments shall be non-refundable.

Production of Infomercials
RMC will pay Consultant, in advance, the sum of $50,000 for each infomercial Consultant participates in the
production of (without residuals). Each payment hereunder to Consultant will be made by wire transfer of
immediately available funds to an account specified in writing by Consultant and all such payments shall be non-
refundable.

                                                       11
Investor Road Shows, Gourmet Show and Housewares Show RMC will pay Consultant, in advance (based on
the estimated time commitment in the accepted written request notice), $50,000 per calendar day for
appearances at "investor road shows," the Gourmet Show and the Housewares Show. Such calculation will also
include $50,000 per calendar day for travel to and from such appearances. For any calendar days Consultant
was required to participate to complete such obligation in excess of the amount prepaid (so long as such
additional calendar days are not the result of an unreasonable delay by Consultant), RMC will promptly pay
Consultant upon completion of such personal appearance such additional fees, calculated in the same manner as
above, as were not prepaid. Each payment hereunder to Consultant will be made by wire transfer of immediately
available funds to an account specified in writing by Consultant and all such payments shall be non-refundable.

                                                      12
Exhibit 10.7

                            TRADEMARK CO-EXISTENCE AGREEMENT

This Trademark Co-Existence Agreement (this "Agreement") is made and entered into as of this June 30, 2005,
by and between Ronald M. Popeil, an individual ("Popeil"), and Ronco Marketing Corporation, a Delaware
corporation ("RMC").

                                                  RECITALS

A. Reference is hereby made to that certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated
December 10, 2004, by and among Popeil, Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions,
Inc., RMP Family Trust (collectively, the "Popeil Entities"), on the one hand, and RMC, on the other hand.

B. Pursuant to the Asset Purchase Agreement, the Popeil Entities have agreed to sell, transfer, convey, assign and
deliver certain assets to RMC, including without limitation the Intellectual Property (as defined in the Asset
Purchase Agreement), which includes all of the Popeil Entities' right, title and interest in and to the trademarks
POPEIL and RON POPEIL (collectively, the marks POPEIL and RON POPEIL, together with the name,
approved likeness, approved silhouette and voice of Popeil shall be referred to herein as the "Marks").

C. Pursuant to the Asset Purchase Agreement, the parties hereto have agreed that Popeil shall retain certain use
and approval rights in and to the Marks for only specified purposes as set forth herein.

D. Popeil and RMC desire to assure worldwide peaceful co-existence of their respective exclusive use rights in
and to the Marks in accordance with the terms set forth herein.

                                                AGREEMENT

In consideration of the mutual covenants and undertakings set forth in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1. Consent to Co-Exist.

(a) RMC hereby acknowledges and agrees that Popeil shall have the right to use and exploit the Retained Rights
(as defined below) in connection with the Marks throughout the universe in perpetuity, in accordance with the
terms and conditions set forth herein. RMC shall not object to, oppose or otherwise seek to limit in any way
Popeil's exercise of the Retained Rights; nor shall RMC use or exploit the Retained Rights in any manner.

(b) Popeil hereby acknowledges and agrees that, except as set forth herein with respect to Popeil's rights to the
Retained Rights and Popeil's rights under paragraph 10 below, RMC shall have the right to use and exploit the
Marks throughout the universe in perpetuity in accordance with the terms and conditions set forth herein. Except
as otherwise provided for herein, Popeil shall not object to, oppose or otherwise seek to limit in any way RMC's
exercise of its rights to the Marks.
(c) Given the disparate channels of trade, different targeted consumers, and dissimilar focus of the parties' goods
and services, the parties have determined that their respective uses of the Marks are not likely to cause confusion,
mistake, or deception as to the source or sponsorship of each of the parties' goods and services.

(d) The parties agree that in the event that any confusion arises, they will cooperate and find ways to eliminate or
minimize the confusion, without the obligation for either party to cease or further restrict their respective uses of
the Marks.

2. Term. The term of this Agreement shall commence upon the Closing Date (as such term is defined in the Asset
Purchase Agreement) and shall continue in perpetuity.

3. Retained Rights.

(a) Further to the Asset Purchase Agreement, Popeil shall retain the following worldwide royalty-free perpetual
exclusive rights in and to the Marks (collectively, the "Retained Rights"):

(i) Popeil or his designees will have the right to use the Marks and/or license the Marks to any third party for use
in connection with any Exempted Works, as such term is defined in the New Product Development Agreement,
and any products or works derived or resulting from such Exempted Works;

(ii) Popeil or his designees will have the right to use and license the phrase "invented by Ron Popeil" or "created
by Ron Popeil" (each as and only to the extent permitted under the New Product Development Agreement);

(iii) Popeil or his designees will retain the right to use the Marks in connection with, and to the extent licensed
pursuant to that certain agreement between IGT and Popeil, dated February 27, 2004;

(iv) Popeil shall have the right to use the Marks and/or to license the Marks to any third party for use (a) in any
book or article (collectively, any "Publication"), or any motion picture, television or home video production
(collectively, any "Production") featuring, about and/or created by Ronald M. Popeil including, without limitation,
the motion picture tentatively entitled "Salesman of the Century" and any television program or series (including,
by way of example but not limitation, any cooking show on which Ronald M. Popeil appears and/or any reality-
based or fictional program or series, but not including any home shopping or infomercial-type program, the
principal purpose of which is to obtain and fulfill sales orders); (b) on the advertising, marketing, promotional
and/or packaging materials for any Publication or Production; (c) on any ancillary merchandise usually and
customarily offered in connection with motion pictures and television productions (e.g., t-shirts, sweatshirts, hats,
aprons and other clothing, companion books and other printed materials, mugs, posters, and soundtrack albums,
videocassettes and DVD's, theme park attractions, etc.) offered in connection with any Publication or Production
(but specifically excluding any merchandise that competes with any of the 5 Product Line Categories set forth in
the New Product Development Agreement of even date entered into among Popeil, Alan L. Backus and RMC);
and (d) on or in connection with any slot machine or other such gaming device featuring the Marks;

                                                           2
(v) Popeil or his designees will have the right to utilize and depict any or all of the Ronco (as defined in the Asset
Purchase Agreement) products in and in connection with any of the foregoing retained rights, including, without
limitation, in motion pictures, IGT gaming devices and related goods (e.g., signs, seats and promotional
materials); and

(vi) Popeil will retain the right to enter into a licensing or other arrangement with Sara Lee Corporation on behalf
of RMC under which such manufacturer(s) or distributor(s) will have the right to manufacture and sell food
products bearing the Popeil or Ronco name; provided, that 100% of any royalties, minimum guarantees or similar
payments received by RMC from any such arrangement will be applied to repayment of the Notes issued by
RMC pursuant to the Asset Purchase Agreement until all obligations under such Notes have been repaid in full
(such payments to be made to the holder of the Notes or to a designee duly acting on behalf of such holder), and
thereafter Popeil, in his individual capacity, will be entitled to 50% of any such gross royalties or gross payments
received by RMC and RMC will be entitled to the remaining 50% of any such royalties or payments received by
RMC.

4. Existing Third Party Rights To Marks. RMC hereby further acknowledges that its rights in and to the Marks as
acquired under the Asset Purchase Agreement are subject to the third party rights to Popeil's name and likeness
previously granted to QVC pursuant to that certain agreement dated as of April 2, 2000, between QVC, Inc.
and Ronco, Inc.

5. Consideration. In consideration of the rights granted to each party hereunder and under the Asset Purchase
Agreement, each party agrees to be bound by the applicable terms and conditions hereof and all of their
respective representations, warranties and agreements hereunder and thereunder.

6. Quality Control.

(a) The quality of all of the goods and products in connection with which RMC uses the Marks (collectively, the
"Products") shall equal or exceed the quality of the products in connection with which the Marks have been
previously used by Popeil. Without limiting the foregoing, any infomercial produced in connection with any
Product shall be truthful and shall not mislead consumers in any manner whatsoever, and, in the event RMC
changes any existing infomercial conveyed to RMC pursuant to the Asset Purchase Agreement in any manner
whatsoever, the resulting infomercial shall also be truthful and shall not mislead consumers in any manner
whatsoever.

(b) Each party shall accurately reproduce the Marks. No partial version of the Marks, or any fragments thereof,
nor any modified or derivative version of the Marks, may be used at any time for any purpose without the
express written consent of the other party in each instance. Neither party shall combine any other trademark,
service mark or trade name with the Marks, without the express prior written consent of the other party in each
instance.

(c) Popeil shall have the right to inspect and approve in writing (which approval shall not be unreasonably
withheld or delayed) the products and all packaging and marketing materials to be used in connection therewith
prior to their introduction into the market to ensure that they are in compliance with the provisions of this
paragraph.

                                                           3
7. Registration and Protection of the Mark. Popeil shall reasonably cooperate with RMC in protecting all rights in
and to the Marks. Notwithstanding the foregoing, in no event shall Popeil be required to bear any costs or incur
any expenses in connection with the protection of the Marks.

8. Approval Rights. Notwithstanding the assignment of the Marks to RMC under the Asset Purchase Agreement,
Popeil will retain the right to approve all uses of the Marks for any purpose including without limitation in
connection with the quality of the Products and the Products, the quality of packaging and packaging, the quality
of advertising and advertising and the quality of displays and displays, but such approval is not to be unreasonably
withheld or delayed. In the event that RMC does not receive such express written approval within ten (10)
business days after submission of a proposed use to Popeil, such use shall be deemed disapproved. Without
limiting the circumstances under which Popeil may withhold his approval, the parties agree that it would be
reasonable for Popeil to withhold his approval with respect to a use of the Marks which is, in Popeil's good faith
judgment, inconsistent with the personal identity of Ronald M. Popeil (e.g., if his name or likeness was used to
market cigarettes, sexual devices, etc.) or if the Marks were to be used for products that are, in Popeil's good
faith judgment, inferior to existing products marketed and/or sold by Popeil or the Popeil Entities. At such time as
Popeil dies or becomes permanently incapacitated, Brian R. Adams, as Popeil's representative and agent for
purposes of the approval rights described herein, shall exercise the right of approval described above; provided,
that Popeil may, during his lifetime, from time to time upon written notice to RMC, remove Mr. Adams and
appoint any of Alan L. Backus, Rod Dorman and/or Lauren Popeil (each (including Mr. Adams), a "Permitted
Representative" and collectively, including Mr. Adams, "Permitted Representatives") to exercise the approval
rights described herein; provided, however, that at all times Popeil, during his lifetime, has a designated Permitted
Representative upon his death. If, after Popeil dies or becomes permanently incapacitated, any of the Permitted
Representatives exercising the approval rights described herein (an "Outgoing Representative") dies, becomes
permanently incapacitated or resigns, then such approval rights shall automatically pass to the Permitted
Representative who accepts the responsibilities of a Permitted Representatives hereunder, who has not previously
died or become permanently incapacitated and whose name next occurs after that of the Outgoing Representative
in the following list: Brian R. Adams, Alan L. Backus, Rod Dorman and Lauren Popeil. Notwithstanding the
foregoing, Popeil's approval rights hereunder will cease upon the earlier to occur of (i) the date that is 10 years
after the date of Popeil's death or (ii) 20 years after the Closing Date under the Asset Purchase Agreement.
RMC will have the right to rely upon any action taken by a Permitted Representative in his/her capacity as
Popeil's representative as contemplated hereunder.

9. Indemnification. RMC does hereby indemnify and agree to save and hold Popeil, the Permitted
Representatives, the Popeil Entities, its and their respective affiliates, successors, licensees, heirs and assigns, and
the officers, directors, agents and employees of each of them, harmless of and from any and all liability, claims,
causes of action, suits, losses, settlements, damages, fines, penalties and expenses (including, but not limited to,
reasonable attorneys' fees and expenses) for which they or any of them may become liable or may incur or be
compelled to pay in any action or claim against them or any of them, by reason of or in connection with (a) any
breach or

                                                           4
alleged breach by RMC of this Agreement or any of RMC's representations, warranties or agreements
hereunder, (b) the use by RMC of the Marks, and/or (c) the production, distribution, provision, advertising and
promotion by RMC of the Products. The indemnitees shall give RMC prompt written notice of any such action or
claim, and RMC shall take such action as is reasonably advisable to defend such action or claim on behalf of the
indemnitees. The indemnitees shall have the independent right to defend such action or claim with attorneys of the
indemnitees' selection at the sole expense of RMC. In any case, the indemnitees and RMC shall keep each other
fully advised of all developments and shall cooperate fully with each other in all respects in connection with any
such defense. The foregoing duty of indemnification shall survive the expiration of this Agreement. For so long as
any of the Marks are used by RMC (or by any affiliate, subsidiary, or other person or entity on its behalf) in
connection with the Products or otherwise, RMC shall include Popeil and/or his estate a named insured under
RMC's product, general liability and errors and omissions insurance policies (with combined limits of not less than
Ten Million Dollars (US$10,000,000)), all of which policies shall be issued by reputable insurers with top A.M.
Best (or substantially equivalent) ratings, and shall provide Popeil with certificates of insurance evidencing such
coverage prior to any use of any Products or any marketing, advertising or promotion of or for any Products.

10. Event of Default Under Notes. At such time as (a) there is an Event of Default under the Notes issued by
RMC pursuant to the Asset Purchase Agreement,
(b) if such Event of Default is a payment default, the amount available to draw down under the Letter of Credit
(or any supplementary letters of credit), as contemplated by the Asset Purchase Agreement, is insufficient to cure
such payment default and (c) the amount borrowed from the Purchase Money Lender (as defined in the Asset
Purchase Agreement) who, as of the closing of the Asset Purchase Agreement, has the senior secured position on
the Marks has either been repaid or refinanced, then, at Popeil's election, RMC will grant Popeil a non-exclusive
license (at no cost to Popeil) to use the Marks in connection with the manufacturing, marketing and sale of the
specific new products as to which Popeil (or any Seller under the Asset Purchase Agreement) elects to re-
acquire, pursuant to the New Product Development Agreement by, for example, electing to terminate the
applicable patent and other intellectual property licenses previously granted to RMC or any of its affiliates. Such
non-exclusive license in favor of Popeil shall be irrevocable with respect to any products as to which Popeil has
taken any substantial steps toward the manufacture, marketing and/or sale of such products. Popeil agrees that as
to any Marks used to identify any of the Included Products (as defined in the Asset Purchase Agreement), he will
not, thereafter, license them to a third party, except in connection with an agreement for such third party to
distribute the products on Popeil's behalf.

11. Notices. All notices, requests, demands and other communication under this Agreement shall be deemed to
have been sufficiently given either when delivered by hand, first class mail (postage pre-paid, return receipt
requested), private courier service or facsimile addressed to either party. Notices shall be effective only when
addressed as follows (or as otherwise designated by proper notice under this Agreement):

To RMC: Ronco Marketing Corporation Attention: Richard Allen 21344 Superior Street Chatsworth, CA
91311 Phone: (818) 775-4602 Fax: (800) 434-5134

                                                        5
With a copy to:

Gilbert Azafrani, Esq.

                                              21344 Superior Street
                                              Chatsworth, CA 91311
                                              Phone: (818) 775-4602
                                               Fax: (818) 775-1386

                         To Popeil:               Mr. Ronald M. Popeil
                                                  1672 Waynecrest Drive
                                                  Beverly Hills, CA 90210
                                                  Phone: (310) 273-4411
                                                  Fax: (310) 273-4483

                                                  With a copy to:

                                                  O'Melveny & Myers LLP
                                                  610 Newport Center Drive, 17th Floor
                                                  Newport Beach, CA 92660
                                                  Attention: Terrence Allen, Esq.




12. Specific Performance; Injunctive Relief. Popeil will be entitled to injunctive relief, without any requirement for
the posting of a bond, to enjoin any breach or prevent any threatened breach by RMC of any provision of this
Trademark Co-Existence Agreement, the Consulting Agreement or the New Product Development Agreement.
Popeil will additionally be entitled to specifically enforce the due and timely performance by RMC of its
obligations hereunder.

13. Assignment. Popeil may freely assign this Agreement, or any part hereof, without limitation, including the right
to receive payments hereunder. RMC may not assign this Agreement, or any part hereof, unless in each instance
(i) the proposed assignee agrees in writing (in a form reasonably acceptable to Popeil) to be bound by the terms
and conditions (including without limitation Popeil's approval rights and the quality control provisions) of this
Agreement; and (ii) RMC first obtains Popeil's prior written consent, which consent shall not be unreasonably
withheld.

14. Relationship of the Parties. This Agreement does not constitute either party as, and neither party shall
represent itself as, the agent of the other, or create a partnership or joint venture between the parties, and, except
as specifically set forth herein, neither party shall have the power to obligate or bind the other in any manner
whatsoever.

15. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the
remaining provisions of this Agreement

                                                          6
shall remain in full force and effect, provided that the economic and legal substance of the transactions
contemplated is not affected in any manner materially adverse to any party.

16. Entire Agreement. This Agreement and the Asset Purchase Agreement contain the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof, supersede all prior oral and
written understandings, arrangements and agreements relating thereto, and may not be modified, amended,
extended, discharged, or terminated except by a written instrument signed by both parties.

17. Arbitration; Attorneys' Fees and Costs. Any dispute arising out of or relating to this Agreement, including,
without limitation, any dispute arising out of or in connection with Popeil's approval rights under Paragraph 1
hereof or Popeil's exercise of such approval rights, shall be resolved in accordance with the procedures set forth
in Section 11.10 of the Asset Purchase Agreement, which section shall be incorporated herein by reference. In
the event of any arbitration or other action for the breach of this Agreement or misrepresentation by any party,
the prevailing party in such arbitration or other action shall be entitled, in addition to all other relief, to reasonable
attorneys' and experts' fees relating to such arbitration or other action, including attorneys' and experts' fees
incurred in any proceeding to compel arbitration. The non-prevailing party shall be responsible for all costs of the
arbitration or litigation, including but not limited to, the arbitration fees, court reporter fees, etc.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of California without giving effect to conflict of laws.

19. Waiver. Any waiver by Popeil of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach of any other provision of this
Agreement. The failure of Popeil to insist upon strict adherence to any term of this Agreement on one or more
occasions shall not be considered a waiver or deprive Popeil of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement. Any waiver must be in writing.

                                                            7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Ronco Marketing Corporation ("RMC")

           By:       /s/ Karl Douglas                          /s/ Ronald M. Popeil
                     ---------------------------               ---------------------------
           Name:     Karl Douglas                              RONALD M. POPEIL ("Popeil")
                     ---------------------------
           Its:      President
                     ---------------------------




                                                    8
EXHIBIT 10.8

                            NEW PRODUCT DEVELOPMENT AGREEMENT

This New Product Development Agreement (this "Agreement") is made and entered into as of June 30, 2005, by
and among Ronald M. Popeil ("Popeil" or "Party"), Alan L. Backus ("Backus" or "Party") and Ronco Marketing
Corporation, a Delaware corporation ("Company" or "Party" and together with Popeil and Backus, the
"Parties").

Reference is made to that certain Asset Purchase Agreement, dated December 10, 2004, by and among
Company, Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc., RMP Family Trust and Popeil
(the "Asset Purchase Agreement").

This Agreement is entered into in connection with the Asset Purchase Agreement. The purpose of this Agreement
is to set forth the terms and conditions pursuant to which Company may acquire certain rights in and to certain
consumer products to be conceived, created, designed and developed by Popeil.

In consideration of the mutual covenants and undertakings set forth in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1. Development of New Products. As used in this Agreement, the term "New Product" means any consumer
product conceived, created, designed and developed by Popeil and Backus during the Term (as defined below),
to the extent Popeil owns and controls the rights to such products, as well as the product designs, prototypes,
tooling and a completed commercial or infomercial for such New Product. Subject to the terms and conditions of
this Agreement, Popeil and Backus may, in their sole and absolute discretion, but shall in no event be obligated
to, conceive, create, design and develop New Products during the Term. Notwithstanding anything to the
contrary set forth in this Agreement, "New Products" shall not include any products or works (including without
limitation, books, interviews, articles and other publications, motion pictures (including, without limitation, the
motion picture tentatively entitled "Salesman of the Century"), television programs (including, without limitation,
cooking shows on which Popeil appears and/or reality based or fictional productions, but not including home
shopping or infomercial-type programs the principal purpose of which is to obtain and fulfill sales orders), videos,
video games and gaming devices, CDs and DVDs) that are (i) autobiographical in nature, or (ii) derivative of or
the result of any product or work described in (i) above, and/or (iii) derivative of or the result of any promotion
by Popeil of himself
(e.g., derivative of or the result of an appearance by Popeil on a talk show) (the products and/or works
described in (i), (ii), and (iii) above are hereinafter collectively referred to as "Exempted Works"). Popeil shall
have the exclusive right, in his sole and absolute discretion, to conceive, create, design, develop, market, promote
(including, without limitation, through personal appearances) and/or sell Exempted Works, and Popeil shall have
no duty of any kind or nature to notify Company, to account to Company or to pay Company any sums or other
consideration with respect to Exempted Works or with respect to services he may render in connection with
Exempted Works.
A. New Product Development. For the purposes of this Agreement, all New Products shall be developed, if at
all, at Popeil's sole cost and expense. A New Product shall be deemed appropriate for submission to Company
in accordance with the terms and conditions of this Agreement, at such time, if ever, as the New Product has
been conceived, created and designed and a working prototype of the New Product (a "Prototype") has been
produced.

B. Third Parties. Popeil may, in his sole and absolute discretion, contract with and/or engage the services of such
persons and/or entities as he sees fit for purposes of conceiving, creating, designing, developing and/or
completing New Products under this Agreement.

C. Allocation of Time. As between Popeil and Company, Popeil shall determine, in his sole and absolute
discretion, the amount of time (if any) he and Backus will devote to the conception, creation, design, development
and completion of New Products, and Popeil shall not be required to spend any minimum number of hours per
day, week, month or year conceiving, creating, designing, developing or completing New Products. In such
regard, Popeil makes no representation or warranty as to the number of New Products that may be conceived,
created, designed, developed or completed by him during the Term, it being understood that Popeil and Backus
may choose not to conceive, create, design, develop or complete any New Products during the Term.

D. Creative Controls. As between Popeil and Company, Popeil shall have all creative controls over New
Products, and over all packaging, advertising, naming and promotion therefor, including, without limitation, all
creative controls over all stages of New Product conception, creation, design, development and completion.

2. Right of First Refusal. Subject to the terms and conditions of this Agreement, Company shall have a right of
first refusal, exercisable in accordance with the terms of Paragraph 2.A below, to acquire any and all New
Products submitted to Company by Popeil under this Agreement. The "Term" of this Agreement and the right of
first refusal shall commence upon the Closing Date (as such term is defined in the Asset Purchase Agreement)
and shall expire upon the date that is three (3) years from the Closing Date, it being understood and agreed,
however, that, notwithstanding anything to the contrary in this Agreement, Popeil shall in no event be required to
submit a New Product that has not reached the prototype phase prior to expiration of the Term or earlier
termination of this Agreement. The Term shall be subject to extension, if at all, only by the mutual agreement in
writing of the parties.

A. Submission/Negotiation Process. During the Term, Popeil shall submit all Prototypes to Company for
consideration by Company, promptly following completion of the Prototype. Submissions of Prototypes shall
consist of a written notification from Popeil, alerting Company that a Prototype has been completed (a "Prototype
Notice"), along with the Prototype and such items as shall be reasonably necessary for Company to evaluate the
Prototype. Except with respect to the Turkey Fryer, the terms of which are addressed in Paragraph 2.F below, if
Company decides to acquire such New

                                                         2
Product, the acquisition price (the "Acquisition Price") of such New Product and the terms of such acquisition
(e.g., whether the acquisition will include the conveyance or license of any intellectual property associated with
the New Product described in the Prototype Notice) shall then be negotiated between the parties in good faith
for a period (the "Negotiation Period") mutually agreed upon by the parties, but no longer than 30 days following
the delivery of the Company's written response. The Acquisition Price will include, but will not be limited to, the
cost of any New Product designs, prototypes, tooling, completion costs related to the completion of the New
Product described in Paragraph 2. C below and any completed commercial or infomercial related to such New
Product.

B. First Refusal. In the event that Company and Popeil do not reach agreement regarding the Acquisition Price of
a New Product within the Negotiation Period, Popeil must put his last best offer to Company in writing and
deliver such offer to Company. Popeil shall not, during the Term after the Negotiation Period, conclude
transactions with any third party with respect to the New Product on economic terms, taken together in the
aggregate, more than ten percent (10%) less favorable to Popeil than the last terms reasonably offered by Popeil
in writing to Company during the Negotiation Period unless Popeil first offers the New Product to Company in
writing on such terms and Company does not within ten (10) days after its receipt of such notice, notify Popeil in
writing that it wishes to acquire the New Product in accordance with the terms offered to such third party by
Popeil. If Company doesn't give such an acceptance notice within the aforesaid 10-days, Popeil will be able
proceed with the third party.

C. New Product Completion or Abandonment. If Company desires to acquire a New Product as to which it has
received a Prototype Notice and Company and Popeil reach an agreement regarding the Acquisition Price during
the Negotiation Period, Popeil shall resume developing the New Product and shall, upon completion, deliver the
finished New Product to Company. Notwithstanding the foregoing, if, at any point during the completion process
(i.e., after agreement on the Acquisition Price and prior to completion and delivery of the New Product to
Company), Popeil determines, in his good faith business judgment, that the New Product is not and will not be
marketable or fit for sale, Popeil may abandon such New Product with no further obligation to Company in
connection with such New Product. Upon abandonment, Popeil shall promptly deliver notice of such
abandonment to Company.

D. Election by Company Not to Acquire New Product. With respect to each New Product as to which
Company has received a Prototype Notice, if (i) Company elects not to acquire such New Product; or (ii)
Company and Popeil do not reach agreement regarding the Acquisition Price of such New Product within the
Negotiation Period, then, in accordance with the terms and conditions of this Agreement and subject to the terms
of Paragraph 2.B above:

(i) Popeil shall have no further obligation to Company whatsoever with respect to the New Product, Company
shall have no rights of any kind or nature in or to the New Product, and Popeil may thereafter use or dispose of
the

                                                         3
New Product as he sees fit in his sole and absolute discretion; provided, however, that, notwithstanding anything
to the contrary contained herein, Popeil shall have no right to license or otherwise exploit any New Product that is
a derivative product to any existing consumer product to which Popeil owns and controls the rights in the
following five product-line categories: Rotisseries, Pasta Makers, Pocket Fisherman, GLH- Hair Loss Products,
Food Dehydrators (the "5 Product Line Categories"). Without limiting the foregoing, with respect to New
Products that are not derivative products that fall within the 5 Product Line Categories, Popeil may thereafter (w)
manufacture, merchandise and market the New Product himself or through any third party; (x) engage in
discussions with any third party with respect to the New Product; and/or (y) complete and conclude transactions
with any third party with respect to the New Product. Popeil may not, however, act as a spokesman for such
New Products in commercials, infomercials and/or other marketing endeavors.

(ii) With the exception of the 5 Product Line Categories identified in paragraph 2.C.(i) above, the Company shall
grant Popeil a worldwide, perpetual, royalty-free license to use, in connection with the non-acquired New
Product, any and all patents conveyed to Company pursuant to or in connection with the Asset Purchase
Agreement. Such license shall be irrevocable and on terms and conditions no more restrictive or burdensome on
the licensee than the absolute minimum required by law, if any.

(iii) For New Products not acquired by Company neither Popeil's name nor likeness nor any material identifying
Popeil can be used on the packaging of the product or on the product itself. However, unless Company has paid
Popeil $100,000 as of the effective date of this Agreement, notwithstanding the foregoing sentence, on each such
New Product not acquired by Company hereunder Popeil may place a badge no larger than a silver dollar, which
can bear the legend "created by Ron Popeil" and/or "invented by Ron Popeil". If Company has not exercised its
option hereunder to prevent the use of the "silver dollar badge", then for each such New Product not acquired by
Company, Company hereby grants to Popeil in connection with such product a world-wide, perpetual, royalty-
free license to use or exercise the "silver dollar" exception on such New Products not acquired by Company, so
long as such products are of a quality that are comparable to Company's products.

E. Suspension of Right of First Refusal. At such time as (i) there is an Event of Default under the Notes and (ii)
the amount available to draw down under the standby letter of credit contemplated under Section 6.9 of the
Asset Purchase Agreement is insufficient to cure such payment default, the right of first refusal under this
Agreement shall be suspended until such time as there is no longer an Event of Default under the Notes. For
purposes of clarity, if, during the suspension period, a product that would otherwise be subject to the right of first
refusal hereunder is sold to a third party such product will not thereafter be subject to the right of first refusal or
otherwise made available to Company after the suspension is lifted. For purposes of this Agreement, the term
"Event of Default" has the meaning ascribed to such term under the Notes. For purposes of this Agreement, the
term "Notes" means those purchase money promissory notes issued by Company to Ronco Inventions, LLC,
Popeil Inventions, Inc. and RP Productions in connection with the Asset Purchase Agreement.

                                                           4
F. Turkey Fryer Agreement. If Popeil delivers a Prototype Notice to Company with respect to a Turkey Fryer,
then the following terms shall apply.

(i) Turkey Fryer Acquisition Price. The Acquisition Price for the Turkey Fryer will be:

(a) an up front fee of $3,000,000 (to be paid to Popeil and/or his designee(s)) (the "Up Front Fee");

(b) a $5.50 per manufactured unit quality service payment to be paid to Popeil (which Up Front Fee is not to be
applied against the per unit quality service payment) in perpetuity; provided, however, that at such time, if ever,
that the combined amount of the Up Front Fee and the aggregate monies paid to Popeil from such unit quality
service payments equal $10,000,000 (the "Royalty Cap"), Company shall have no further obligation to make
such unit quality service payment to Popeil. For purposes of this Agreement, a Turkey Fryer unit is deemed
"manufactured" no later than five (5) business days after such product is made available for Company or any of
Company's Affiliates or designees to take immediate possession. The term "Affiliate" has the same meaning as is
ascribed to such term in Asset Purchase Agreement

(c) all reasonably documented costs for the patent and trademark filings, tooling and infomercials related to the
Turkey Fryer; and

(d) any direct out of pocket expenses incurred by either Popeil or Backus in connection with the development of
the Turkey Fryer.

(ii) Turkey Fryer Intellectual Property. All intellectual property related to the Turkey Fryer will remain owned by
Popeil until the Notes, including any accrued and unpaid interest, are paid in full. Notwithstanding the foregoing,
Popeil will grant an exclusive, worldwide license to use, sell, manufacture, distribute, market and sub-license the
Turkey Fryer. Provided the license has not been previously terminated in accordance with provisions in the
Paragraph 7 below, after the Notes have been paid in full, all intellectual property related to the Turkey Fryer
shall be immediately and automatically transferred to Company, for no additional payments to Popeil (except for
any legal fees or filing fees Popeil may incur in documenting and recording the conveyance, transfer or
assignment). Popeil and Backus agree that once assigned, they will use commercially reasonable efforts (but at no
cost to Popeil or Backus) to cooperate with Company to enable Company to obtain, sustain, enforce and enjoy
to the fullest extent all right, title and interest herein conveyed to the Turkey Fryer in any country. Such
cooperation by Popeil and Backus shall include but is not limited to the production of pertinent facts and
documents, execution of petitions, oaths, specifications, declarations or other papers, and other assistance, all to
the extent (a) reasonably requested by Company and (b) required for Company to enjoy such rights; but
specifically excludes (1) any travel outside of a 25 mile radius of such person's primary residence, unless
consented to by the person being asked to travel and all of the expenses in connection with such travel shall be
promptly reimbursed by Company and (2) any promotional appearances or services, endorsements or
expenditure of significant time or effort.

                                                         5
3. Approvals and Controls. Popeil shall have creative control and an absolute right of prior approval over the
design, script, content and/or final edited version of any program, commercial, infomercial, press release,
advertising and/or packaging in connection with any New Product acquired by Company hereunder.

4. Indemnity / Insurance.

A. Popeil represents and warrants that, to the best of his reasonable knowledge, he has the right to enter into this
Agreement and to grant the rights he has granted elsewhere in this Agreement, and that there are no contractual
obligations preventing the fulfillment by him of this Agreement. Popeil hereby agrees to defend, indemnify and
hold Company harmless from and against any and all demands, claims, losses, liabilities, judgments and damages
(and costs and expenses, including reasonable outside attorneys' fees) (collectively, "Claims"), but excluding any
special, consequential or punitive damages, which may be obtained against, imposed upon, or suffered by
Company by reason of any breach by Popeil of any of his representations and warranties contained in this
Paragraph 4. A of this Agreement or any covenants or agreements by Popeil contained in this Agreement. The
foregoing duty of indemnification shall survive any termination of this Agreement. Notwithstanding the foregoing
or anything to the contrary contained in this Agreement, Popeil makes no representation or warranty of any kind
or nature regarding New Products (including the Turkey Fryer), including but not limited to, representations and
warranties related to merchantability, fitness or any particular purpose or functionality, and Popeil shall in no event
be responsible for any breach or default of this Agreement caused by any third party.

B. Company represents and warrants that it has the right to enter into this Agreement and to grant the rights it has
granted elsewhere in this Agreement, and that there are no contractual obligations preventing the fulfillment by it
of this Agreement. Company hereby agrees to defend, indemnify and hold Popeil, and any person or entity
affiliated with Popeil that participates or assists in conceiving, creating, designing, developing and/or completing
any New Product, harmless from and against any and all Claims (including third-party Claims) which may be
obtained against, imposed upon, or suffered by Popeil, or any person or entity affiliated with Popeil that
participates or assists in conceiving, creating, designing, developing and/or completing any New Product, by
reason of (i) the use or content of any New Product(s) acquired by Company pursuant to this Agreement, or any
sales, marketing, advertising or promotion of or for New Product(s) acquired by Company pursuant to this
Agreement, or (ii) any breach by Company of any of its representations, warranties, covenants or agreements
contained in this Agreement. The foregoing duty of indemnification shall survive the expiration or earlier

                                                          6
termination of this Agreement. For so long as any New Products are sold by or on behalf of Company (or by any
affiliate, subsidiary, or other person or entity on its behalf), Company shall include Popeil, Backus and any other
person or entity affiliated with Popeil that participates or assists in completing a New Product, as named insureds
under Company's product, general liability and errors and omissions insurance policies (with combined limits of
not less than Ten Million Dollars (US$10,000,000)), all of which policies shall be issued by reputable insurers
with top A.M. Best (or substantially equivalent) ratings, and shall provide Popeil with certificates of insurance
evidencing this coverage prior to any use of any New Products, or any marketing, advertising or promotion of or
for any New Products.

5. Confidentiality. Company agrees that, prior to submission to Company of any Prototype hereunder, Company
shall execute a customary confidentiality/nondisclosure agreement, pursuant to which Company shall agree to
keep all aspects of the prototype confidential and not to reverse engineer or otherwise attempt to utilize
information obtained through the submission process set forth above, unless and until Popeil and Company reach
an agreement regarding the Acquisition Price of the New Product in question and Company purchases such New
Product.

6. Termination. Unless the Parties mutually agree to extend the Term of this Agreement, this Agreement will
terminate on the third anniversary of the Closing Date.

7. Remedies Upon Event of Default Under the Notes. At such time as there is a suspension of the right of first
refusal as provided in Paragraph 2.E above, Popeil will have all of the following rights (for purposes of clarity, the
exercise of any one right in this Paragraph 7 will not preclude the exercise of any of the other rights provided in
this Paragraph 7); provided, however, that with respect to Paragraph 7.B below such remedy will only be
available if the amount borrowed from the Purchase Money Lender (as defined in the Asset Purchase
Agreement) who, as of the closing of the Asset Purchase Agreement, has the senior secured position on the
marks to Popeil's name and likeness, has (as of the time of the suspension of the right of first refusal hereunder)
either been repaid or refinanced:

A. Option to Terminate Intellectual Property Licenses and/or Reversion of Intellectual Property.

(i) Popeil will have the option to terminate the license(s) for the intellectual property to any New Product(s),
including the Turkey Fryer, acquired by Company hereunder (to the extent there are any licenses); provided, that
if Popeil elects to terminate such license(s), Company will immediately cease any manufacturing or distribution of
the applicable New Product and Popeil will either grant Company a limited license to liquidate any of Company's
then existing inventory of such New Products or Popeil will buy such inventory at Company's cost therefor. For
the avoidance of doubt, Popeil may elect to terminate the licenses with respect to the patents and any other
intellectual property on any or all New Products acquired by Company hereunder.

(ii) Popeil will also have the option to have any intellectual property conveyed, transferred or assigned to
Company with respect to any New Product(s) acquired by Company hereunder (except for Popeil's name and
likeness and associated trademarks, which were conveyed to Company pursuant to the Asset Purchase
Agreement and are subject to the Trademark Co-Existence Agreement by and between Company and Popeil,
dated of even date herewith) immediately

                                                          7
conveyed to Popeil, at no cost to Popeil (except for any legal fees or filing fees Popeil may incur in documenting
and recording the conveyance, transfer or assignment).

(iii) At Popeil's election, Company will agree to cease producing New Product(s) acquired by Company
hereunder and return all materials related to such product delivered to Company by or on behalf of Popeil.

B. Non-Exclusive License of Popeil's Name and Likeness. At Popeil's election, Company will grant to Popeil a
non-exclusive license (at no cost to Popeil) to use Popeil's name and likeness in connection with the
manufacturing, marketing and sale of (i) the specific New Products as to which Popeil exercised his rights in
paragraph 7.A above and (ii) any other products developed by Popeil that were not theretofore or thereafter
acquired by Company, for whatever reason.

C. Option to Acquire Materials and Rights Related to the New Products Described in Paragraph 7.A above. As
to any New Product for which Popeil exercised his rights described in Paragraph 7.A above, Popeil will
separately have the option to:

(i) purchase all of the tooling, dyes and other production materials and equipment owned by Company that are
related to such New Product;

(ii) (via an appropriate assignment) have assigned to Popeil all licenses, leases and contracts held by Company
for tooling, dyes and other production materials and equipment held by Company related to such New Product,
and

(iii) purchase all rights in and to any advertising materials related to such New Product, whether or not complete
(including, for example, infomercials), including, but not limited to, any intellectual property embodied therein and
tangible assets related thereto (such as any digital or tape masters of any infomercials).

For the avoidance of doubt, Popeil's rights and remedies under this Paragraph 7 shall subsist and remain in full
force and effect with respect to the Turkey Fryer regardless of whether Company has met the Royalty Cap noted
in Paragraph 2.F. above.

                                             D. Acquisition Amount.

(i) For each New Product as to which Popeil exercises his option in Paragraph 7.C above, Popeil shall pay
Company for all documented direct expenses incurred by Company for (i) the development and manufacturing of
the tooling, dyes and other production materials and equipment used to manufacture the product, (ii) filing fees
and prosecution fees incurred by Company with respect to the registration of the intellectual property for the
New Product with governmental authorities, (iii) the development and production of any advertising Popeil elects
to acquire under Paragraph 7.C above for the New Product and (iv) any one-time up front fees paid to either
Popeil or Backus in connection with the acquisition of the applicable New Product(s), collectively which amount
(the "Acquisition Amount") shall be paid to Company's and Ronco IP Management Inc.'s, a Delaware
corporation ("RIM") and an Affiliate of Company, secured lender(s) up to the amount (not to exceed the
Acquisition Amount) required by such lender(s) to be prepaid against outstanding amounts due

                                                          8
to such lender(s) as a condition to such lender(s) consent to the remedies provided hereunder upon an Event of
Default under the Notes, with the balance, if any, payable to Company. Alternatively, and notwithstanding the
foregoing, Popeil may elect to pay Company's secured lender(s) the amount required by such lender(s) to be
prepaid against the outstanding amounts due to such lender(s) in lieu of electing to acquire the tooling, etc. as
described above, in which case the amount so paid by Popeil will be added to the outstanding principal amount
due under the Notes (but which added amount will bear interest at the maximum rate allowed under applicable
law).

(ii) Notwithstanding anything in the foregoing Paragraph
7.D(i) to the contrary, the Acquisition Amount will not include (1) any royalties/quality control payments paid to
either Popeil or Backus in connection with the acquisition of the product, (2) any fees paid to either Popeil or
Backus pursuant to the terms of their respective consulting agreements, (3) any payments made to any of the
sellers under the Asset Purchase Agreement (the "Sellers") or Backus either under or in connection with the Asset
Purchase Agreement or the Notes issued pursuant to the Asset Purchase Agreement, (4) any fees or expenses
incurred by Company or any of its Affiliates, or any of its or its Affiliates officers, directors, employees or agents
in connection with negotiating any of the Asset Purchase Agreement or the transaction documents related thereto
(including but not limited to the New Product Development Agreement), (5) any fees or expenses incurred by
Company or any of its Affiliates, or any of its or its Affiliates officers, directors, employees or agents in
connection with documenting and/or recording the transfer of the assets described in this Paragraph 7 upon the
exercise of Popeil's options therein, or (6) any fees, royalties or other payments made by Company or its
Affiliates to any of Popeil, Backus or any of the Sellers not otherwise described herein.

8. Successors and Assigns. This Agreement may not be assigned, directly or indirectly, by Company without the
prior written consent of Popeil, or by Popeil without the prior written consent of Company; provided, however,
that Popeil may assign this Agreement or any part of this Agreement for estate planning purposes (e.g., to a trust
or by will) or by operation of law, and Popeil may assign his right to receive payments under this Agreement to
any person or entity in his sole and absolute discretion. Notwithstanding the foregoing, Company may assign all
its rights and delegate all its obligations as part of a merger, reorganization or sale of all or substantially all its
assets. Except as set forth above, this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective executors, administrators, heirs, successors, and permitted assigns, as the case may
be.

9. Arbitration; Attorney's Fees and Costs. Any dispute arising out of or relating to this Agreement shall be
resolved in accordance with the procedures set forth in Section 11.10 of the Asset Purchase Agreement, which
section shall be incorporated herein by reference. In the event of any arbitration or other action for the breach of
this Agreement or misrepresentation by any party, the prevailing party in such arbitration or other action shall be
entitled, in addition to all other relief, to reasonable attorneys' and experts' fees relating to such arbitration or
other action, including attorneys' and experts' fees incurred in any proceeding to compel arbitration. The non-
prevailing party shall be responsible for all costs of the arbitration or litigation, including but not limited to, the
arbitration fees, court reporter fees, etc.

                                                           9
10. Specific Performance. Each of the Parties hereto acknowledges and agrees that the other Party hereto would
be damaged irreparably in the event any of the covenants or agreements provided in this Agreement is not
performed in accordance with its specific terms or otherwise is breached. Accordingly, each of the Parties agrees
that the other Party shall be entitled to an injunction or injunctions, without any requirement for the posting of a
bond, to prevent breaches of such covenant or agreement and to enforce specifically this Agreement and the
terms and provisions hereof in any action instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter.

11. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of
California applicable to contracts entered into and fully performed therein.

12. Notices. All notices, requests, demands and other communication under this Agreement shall be deemed to
have been sufficiently given either when delivered by hand, first class mail (postage pre-paid, return receipt
requested), private courier service or facsimile addressed to either party. Notices shall be effective only when
addressed as follows (or as otherwise designated by proper notice under this Agreement):

                     Company:                         Ronco Marketing Corporation
                                                      Attention: Richard Allen
                                                      21344 Superior Street
                                                      Chatsworth, CA 91311
                                                      Phone: (818) 775-4602
                                                      Fax: (800) 434-5134

                                     With a copy to:

                                                      Gilbert Azafrani, Esq.
                                                      21344 Superior Street
                                                      Chatsworth, CA 91311
                                                      Phone: (818) 775-4602
                                                      Fax: (818) 775-1386


                     Popeil:               Ronald M. Popeil
                                                    1672 Waynecrest Drive
                                                    Beverly Hills, CA 90210
                                                    Phone: (310) 273-4411
                                                    Fax: (310) 273-4483

                                     With a copy to:

                                                      Adams, Swartz & Landau L.L.P.
                                                      18321 Ventura Boulevard, Suite 920
                                                      Tarzana, CA 91356
                                                      Phone: (818) 705-4300
                                                      Fax: (818) 705-4259




                                                        10
13. Severability. The provisions of this Agreement are intended to be interpreted and construed in a manner so as
to make such provisions valid, binding and enforceable. In the event that any provision of this Agreement is
determined to be partially or wholly invalid, illegal or unenforceable, then such provision shall be deemed to be
modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such
provision cannot be modified or restricted in a manner so as to make such provision valid, binding and
enforceable, then such provision shall be deemed to be excised from this Agreement and the validity, binding
effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any
manner.

14. Independent Contractor. Popeil's relationship to Company is one of an independent contractor, and nothing
contained in this Agreement shall be construed to create any partnership, joint venture, principal/agent
relationship, employer/employee relationship, or any other fiduciary relationship between the parties hereto. The
parties expressly disclaim the existence of any third party beneficiaries to this Agreement, except for Backus and
any other person or entity affiliated with Popeil that participates or assists in conceiving, creating, designing,
developing and/or completing any New Product and who would benefit from the indemnification provisions of
Paragraph
4.B above.

15. Entire Agreement. This Agreement and the Asset Purchase Agreement (including the recitals, schedules and
exhibits hereto and thereto) and the other agreements and instruments, the execution and delivery of which are
provided for herein and therein (collectively, the "Operative Agreements"), constitute the entire agreement and
understanding of the Parties with respect to the subject matter hereof, and terminate and supersede any and all
prior agreements, arrangements and understandings, both oral and written, among the Parties concerning the
subject matter hereof. Without limiting the foregoing, it is hereby acknowledged and agreed that neither Popeil
nor Company is making any representations or warranties of any kind whatsoever except for those
representations and warranties expressly set forth in this Agreement and/or the Operative Agreements.

16. Waiver and Amendment. No waiver, amendment, modification or change of any provision of this Agreement
shall be effective unless and until made in writing and signed by Popeil and duly authorized officer of Company.
No waiver, forbearance or failure by any Party of its right to enforce any provision of this Agreement shall
constitute a waiver or estoppel of such Party's right to enforce any other provision of this Agreement or a
continuing waiver by such Party of compliance with any provision.

17. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement, and shall
not be deemed to limit or affect any of the provisions hereof

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
to be original, but all of which together shall constitute one and the same instrument.

                                                        11
[Signature Page Follows]

                           12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

                              RONCO MARKETING CORPORATION

                                By: /s/ Karl Douglas
                                    ---------------------------------
                                Name: Karl Douglas
                                     --------------------------------
                                Its: president
                                     --------------------------------




                                   /s/ Ronald M. Popeil
                                   --------------------------------
                                   RONALD M. POPEIL




                                   /s/ Alan L. Backus
                                   --------------------------------
                                   ALAN L. BACKUS




                                                   13
                                                EXHIBIT 10.9

                                  PLACEMENT AGENT AGREEMENT

                                                 May 26, 2005

Sanders Morris Harris Inc.
320 Park Avenue, 17th Floor
New York, NY 10022

Dear Sirs:

1. Introductory. Ronco Marketing Corporation, a Delaware corporation (the "Company"), has entered into an
asset purchase agreement dated December 10, 2004 (the "Asset Purchase Agreement") with Ronco Inventions,
LLC, Popeil Inventions, Inc., RP Productions, Inc. (collectively, the "Predecessor Entities") and RMP Family
Trust, Ronald M. Popeil, (taken together with the Predecessor Entities, the "Sellers"), whereby the Company has
agreed to purchase substantially all the assets of the Predecessor Entities from the Sellers for a total purchase
price of $55,000,000 (the "Purchase Price," consisting of $40,000,000 in cash and $15,000,000 in promissory
notes), subject to adjustment as provided in the Asset Purchase Agreement. In addition, the Company has, or
will prior to the closing of the Ronco Asset Purchase (as defined below), executed a series of agreements with
Mr. Popeil, including a multi-year consulting agreement and a new product development agreement, which ensure
Mr. Popeil's continued involvement and financial interest in our business. Taken together, the foregoing
agreements and arrangements represent the "Ronco Asset Purchase." The Company has also entered into a
merger agreement (the "Merger Agreement") with Fi-Tek VII, Inc., a Delaware corporation ("FTK"), pursuant to
which (i) the Company will merge with and into Ronco Acquisition Corporation, a wholly-owned subsidiary of
FTK, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of
FTK, and (ii) FTK will change its name to "Ronco Corporation" (the "Merger Transaction"). Upon
consummation of the Merger Transaction, Ronco Corporation shall assume all of the Company's rights and
obligations under this Agreement and all references to the Company shall be deemed to be references to Ronco
Corporation. To fund the cash portion of the Purchase Price of the Ronco Asset Purchase, the Company
proposes to sell up to 13,262,600 shares (the "Shares") of Common Stock, $0.00001 par value per share (the
"Common Stock"), of Ronco Corporation at a purchase price of $3.77 per share (the "Offering Price"). The
consummation of the Ronco Asset Purchase, Merger Transaction and sale of the Shares shall occur
contemporaneously and shall be conditioned upon one another.

2. Representations and Warranties of the Company.

(a) The Company represents, warrants, and agrees that as of the date hereof:
(i) Except as disclosed on Schedule 2(a)(i), the Company has not incurred any material liabilities or obligations,
direct or contingent.

(ii) All action required to be taken by the Company necessary for the authorization of this Agreement and the
Related Agreements (as hereinafter defined), the performance of all obligations of the Company hereunder will
have been taken.

(iii) The Asset Purchase Agreement and Merger Agreement (collectively with the ancillary agreements related to
each, the "Transaction Documents") are in full force and effect.

(iv) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has all requisite right, power, and authority to own or lease its properties, to conduct its
business as described in the Private Placement Memorandum of the Company dated May 23, 2005 (the "PPM")
and to carry out the provisions of this Agreement, and the Related Agreements and to consummate the
transaction contemplated by the Transaction Documents. The Company is duly qualified to do business and in
good standing as a foreign corporation in all other jurisdictions in which its ownership or leasing of properties, or
the conduct of its business requires or may require such qualification except where the failure to be so qualified
would not have a material adverse effect on the Company. The Company has complied in all material respects
with all material laws, rules, and regulations, applicable to the Company's business, operations, properties, assets,
products, and services, and the Company is in possession of and operating in compliance with all material
permits, licenses, and other authorization, required to conduct its business as currently conducted.

(v) The authorized capital stock of the Company consists of 1,500,000 shares of Common Stock, $0.001 par
value per share, of which 486,239 shares were issued and outstanding as of May 11, 2005. Except as
contemplated by this Agreement or on Schedule 2(a)(v), (a) there is no commitment by the Company to issue
any shares of capital stock, subscriptions, warrants, options, convertible securities, or other similar rights to
purchase or receive Company securities or to distribute to the holders of any of its equity securities any evidence
of indebtedness, cash, or other assets, (b) the Company is under no obligation (contingent or otherwise) to
purchase, redeem, or otherwise acquire any of its equity or debt securities or any interest therein, and (c) to the
Company's knowledge there are no voting trusts or similar agreements, stockholders' agreements, pledge
agreements, buy-sell agreements, rights of first refusal, preemptive rights, or proxies relating to any securities of
the Company. All outstanding securities of the Company were issued in compliance with applicable Federal and
state securities laws.

                                                          2
(vi) Except as described on Schedule 2(a)(vi), there is no pending or, to the knowledge of the Company,
threatened (a) action, suit, claim, proceeding, or investigation against the Company, at law or in equity, or before
or by any Federal, state, municipal, or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign (each, a "Governmental Body"), (b) arbitration proceeding against the
Company, (c) governmental inquiry against the Company, or (d) any action or suit by or on behalf of the
Company pending or threatened against others.

(vii) The Company is not in violation of its certificate of incorporation or bylaws, or in default, or with the giving of
notice or lapse of time or both, would be in default, in the performance of any material obligation, agreement, or
condition contained in any lease, license, material contract, indenture, or loan agreement or in any bond,
debenture, note, or any other evidence of indebtedness, except for such defaults as would not have a material
adverse effect on the Company. The execution, delivery, and performance of this Agreement, the Related
Agreements, the Transaction Documents and the Escrow Agreement (as hereinafter defined), the incurrence of
the obligations herein, and the consummation of the transactions contemplated herein, have been duly authorized
by all requisite corporate action on the part of the Company and (a) do not and will not conflict with the
Company's certificate of incorporation or bylaws, (b) do not and will not, with or without the passage of time or
the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or
require any consent under, or result in the creation of any lien, charge or encumbrance upon any property assets
of the Company pursuant to, any material loan agreement, mortgage, deed of trust, indenture, or other instrument
or agreement to which the Company is a party or by which the Company or its properties are bound, or (c) do
not and will not result in the violation of any law, statute, order, rule, administrative regulation, or decree of any
court, or governmental agency or body having jurisdiction over the Company or its properties.

(viii) This Agreement has been duly and validly executed and delivered by or on behalf of the Company and
constitutes a legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except
to the extent that its enforceability is limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium,
or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b)
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and except as
enforceability of the indemnity and contribution provisions contained in Section 7 hereof may be limited by
applicable law or principles of public policy.

(ix) The Escrow Agreement (the "Escrow Agreement") among the Company, you, and Sterling Bank (the
"Escrow Agent") has been duly and validly executed and delivered by or on behalf of the Company and

                                                           3
constitutes a legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except
as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or
other laws of general application relating to or affecting enforcement of creditors' rights generally and (b) laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(x) No consent, approval, authorization, or order of any court or governmental authority or agency is required for
the consummation by the Company of the transactions contemplated by this Agreement.

(xi) Except as would not have a material adverse effect on the business, assets, results of operation, or condition
of the Company, the Company has filed, or caused to be filed, on a timely basis, all tax returns (including payroll,
unemployment, and other taxes related to its employees and independent contractors) required to be filed with
any Governmental Body and has paid or caused to be paid all taxes, levies, assessments, tariffs, duties or other
fees imposed, assessed, or collected by any Governmental Body that may have become due and payable
pursuant to those tax returns or otherwise except taxes being disputed by the Company in good faith. No
deficiency assessment with respect to or proposed adjustment of any of the Company's Federal, state, municipal,
or local tax returns has occurred or is threatened. There has been no tax lien imposed by any Governmental Body
outstanding against the Company's assets or properties, except the lien for current taxes not yet due. The
charges, accruals, and reserves on the books of the Company with respect to taxes for all fiscal periods are
adequate, in the opinion of the Company, and the Company does not know of any actual or proposed tax
assessment for any fiscal period or of any basis therefor against which adequate reserves have not been set up.
The Company has not been advised that any Federal income tax return of the Company has been, or will be,
examined or audited by the Internal Revenue Service.

(xii) Neither the Company nor any of its affiliates is or has been subject to any order, judgment, or decree of any
court of competent jurisdiction temporarily, preliminarily, or permanently enjoining such person for failure to
comply with Rule 503 under Regulation D.

(xiii) The execution, delivery, and performance by the Company of this Agreement and the Related Agreements
require no consent of, action by or in respect of, or filing with, any person or Governmental Body other than
those consents that have been obtained.

(xiv) All disclosure provided to you regarding the Company, its business and the transactions contemplated
hereby, furnished by or on behalf of the Company (including the disclosure in the PPM and the Company's
representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue
statement of a material

                                                         4
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

(xv) There are no brokers, representatives or other persons which have an interest in commissions or other
compensation payable by the Company in connection with the transactions contemplated hereunder other than as
set forth in that certain engagement letter dated May 20, 2005 by and among the Company, Copper Beech
Equity Partners LLC, Copperfield Equity Partners LLC, Coll International LLC, and Content Holding LLC (the
"Engagement Letter").

(b) The Company represents, warrants, and agrees that upon the consummation of the Merger Transaction and
Ronco Asset Purchase, the following are true, correct and complete at and as of the date of Closing:

(i) All reports and statements required to be filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder, due at or prior to the date of this Agreement have been made. Such filings, together
with all documents incorporated by reference therein, are referred to as "Exchange Act Documents." Each
Exchange Act Document, as amended, conformed in all material respects to the requirements of the Exchange
Act and the rules and regulations thereunder, and no Exchange Act Document, as amended, at the time each such
document was filed, included any untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.

(ii) The audited financial statements, together with the related notes of the Company at June 30, 2003 and June
30, 2004, and for the years then ended, included in the Company's Annual Report on Form 10-KSB for the year
ended June 30, 2004, and the audited financial statements of the Company at December 31, 2004, and for the
six months then ended included in the Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2004, respectively, fairly present in all material respects, on the basis stated therein and on the
date thereof, the financial position of the Company at the respective dates therein specified and its results of
operations and cash flows for the periods then ended (subject to, in the case of the unaudited financial statements,
normal audit adjustments). The audited financial statements, together with the related notes of the Predecessor
Entities, at December 31 for each of the years then ended for 2000 through 2003 included in the PPM, and the
audited financial statements of the Predecessor Entities at September 30, 2004 for the nine months then ended
included in the PPM, respectively, fairly present in all material respects, on the basis stated therein and on the
date thereof, the financial position of the Predecessor Entities at the

                                                          5
respective dates therein specified and their results of operations and cash flows for the periods then ended. To
the knowledge of the Company, such statements and related notes have been prepared in accordance with
generally accepted accounting principles in the United States applied on a consistent basis except as expressly
noted therein (provided that the unaudited financial statements lack footnotes and other presentation items).

(iii) Except as disclosed on Schedule 2(b)(iii), subsequent to September 30, 2004, the Company has not incurred
any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for
liabilities or obligations reflected or reserved against on the Company's balance sheet dated September 30, 2004,
and there has not been any material adverse change, or to the actual knowledge of the Company, any
development involving a prospective material adverse change, in the condition (financial or otherwise), business,
or results of operations of the Company or any change in the capital or material increase in the long-term debt of
the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its
capital stock.

(iv) All action required to be taken by the Company necessary for the authorization of this Agreement and the
Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing
(as hereinafter defined), and as a condition to the due and proper authorization, issuance, sale, and delivery of the
Shares to subscribers therefor in accordance with the terms of this Agreement has been, or prior to the Closing
Date, will have been taken and upon the payment of the consideration for the Shares specified herein, the Shares
will be duly and validly issued, fully paid, and non-assessable with no personal liability attaching to the ownership
thereof and free and clear of all liens imposed by or through the Company.

(v) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Delaware and has all requisite right, power, and authority to own or lease its properties, to conduct its
business as described in the Exchange Act Documents and PPM, and to execute, deliver, and perform this
Agreement, the Subscription Agreements between the Company and the purchasers of the Common Stock in the
form attached as Exhibit A hereto (the "Subscription Agreements"), the Registration Rights Agreement in the form
attached as Exhibit B hereto (the "Registration Rights Agreement" and together with the Subscription
Agreements, the "Related Agreements"), to issue and sell the Shares and to carry out the provisions of this
Agreement, and the Related Agreements and to carry on its business as presently conducted. The Company is
duly qualified to do business and in good standing as a foreign corporation in all other jurisdictions in which its
ownership or leasing of properties, or the conduct of its business requires or may require such qualification except
where the failure to be so qualified would not have a material adverse effect on the Company. The Company has
complied in all material respects with all material laws, rules, regulations, applicable to the

                                                          6
Company's business, operations, properties, assets, products, and services, and the Company is in possession of
and operating in compliance with all material permits, licenses, and other authorization, required to conduct its
business as currently conducted.

(vi) The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, $0.00001
par value per share, of which 455,140 shares on a post reverse stock split basis, were issued and outstanding as
of May 11, 2005, and 20,000,000 shares of preferred stock, $0.00001 par value per share, of which no shares
were designated, issued or outstanding as of May 20, 2005. Except as contemplated by this Agreement, or as
described in the Exchange Act Documents or on Schedule
2(b)(vi), (a) there is no commitment by the Company to issue any shares of capital stock, subscriptions, warrants,
options, convertible securities, or other similar rights to purchase or receive Company securities or to distribute to
the holders of any of its equity securities any evidence of indebtedness, cash, or other assets, (b) the Company is
under no obligation (contingent or otherwise) to purchase, redeem, or otherwise acquire any of its equity or debt
securities or any interest therein, and
(c) to the Company's knowledge there are no voting trusts or similar agreements, stockholders' agreements,
pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights, or proxies relating to any
securities of the Company. Except as set forth in the Exchange Act Documents or filings with the Commission
made by third parties pursuant to Schedule 13D or 13G or Form 3 or 4, and to the knowledge of the Company,
no person holds of record or beneficially, 5% or more of the outstanding shares of the capital stock of the
Company. All outstanding securities of the Company were issued in compliance with applicable Federal and state
securities laws.

(vii) Except as disclosed in the Exchange Act Documents or as described on Schedule 2(b)(vii), there is no
pending or, to the knowledge of the Company, threatened (a) action, suit, claim, proceeding, or investigation
against the Company, at law or in equity, or before or by any Federal, state, municipal, or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign Governmental Body, (b)
arbitration proceeding against the Company, (c) governmental inquiry against the Company, or (d) any action or
suit by or on behalf of the Company pending or threatened against others.

(viii) The Company is not in violation of its certificate of incorporation or bylaws, or in default, or with the giving
of notice or lapse of time or both, would be in default, in the performance of any material obligation, agreement,
or condition contained in any lease, license, material contract, indenture, or loan agreement or in any bond,
debenture, note, or any other evidence of indebtedness, except for such defaults as would not have a material
adverse effect on the Company. The execution, delivery, and performance of this Agreement, the Related
Agreements, the Transaction Documents, and the Escrow Agreement, the incurrence of the obligations herein, the
issuance, sale, and delivery of the Shares, and the consummation of the transactions contemplated herein,

                                                          7
have been duly authorized by all requisite corporate action on the part of the Company and (a) do not and will
not conflict with the Company's certificate of incorporation or bylaws, (b) do not and will not, with or without the
passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of
performance, or require any consent under, or result in the creation of any lien, charge or encumbrance upon any
property assets of the Company pursuant to, any material loan agreement, mortgage, deed of trust, indenture, or
other instrument or agreement to which the Company is a party or by which the Company or its properties are
bound, except such consents as have been obtained as of the date hereof or to the extent that the same have
been, or prior to the Closing Date will be, waived or cured, and as may be required by the National Association
of Securities Dealers, Inc. ("NASD") OTC Bulletin Board, which the Company undertakes to obtain as promptly
as practicable, or (c) do not and will not result in the violation of any law, statute, order, rule, administrative
regulation, or decree of any court, or governmental agency or body having jurisdiction over the Company or its
properties. The Transaction Documents are in full force and effect.

(ix) Except as disclosed in the Exchange Act Documents or as described on Schedule 2(b)(ix), there are no pre-
emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of,
shares of Common Stock pursuant to the Company's certificate of incorporation, bylaws, or any agreement or
other instrument to which the Company is a party. Except as disclosed on Schedule 2(b)(ix), the issuance of the
Shares is not subject to any preemptive right of any stockholder of the Company or to any right of first refusal or
other right in favor of any person.

(x) This Agreement has been duly and validly executed and delivered by or on behalf of the Company and
constitutes a legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except
to the extent that its enforceability is limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium,
or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b)
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and except as
enforceability of the indemnity and contribution provisions contained in
Section 7 hereof may be limited by applicable law or principles of public policy.

(xi) The Escrow Agreement has been duly and validly executed and delivered by or on behalf of the Company
and constitutes a legal, valid, and binding obligation of the Company enforceable in accordance with its terms,
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium, or other laws of general application relating to or affecting enforcement of creditors' rights generally
and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

                                                          8
(xii) No consent, approval, authorization, or order of any court or governmental authority or agency is required
for the consummation by the Company of the transactions contemplated by this Agreement, except such as may
be required by the NASD, the Securities Act of 1933, as amended (the "Act"), or the rules and regulations
thereunder or state securities or Blue Sky laws.

(xiii) Except as would not have a material adverse effect on the business, assets, results of operation, or condition
of the Company, the Company has filed, or caused to be filed, on a timely basis, all tax returns (including payroll,
unemployment, and other taxes related to its employees and independent contractors) required to be filed with
any Governmental Body and has paid or caused to be paid all taxes, levies, assessments, tariffs, duties or other
fees imposed, assessed, or collected by any Governmental Body that may have become due and payable
pursuant to those tax returns or otherwise except taxes being disputed by the Company in good faith. Except as
disclosed on Schedule 2(b)(xiii), no deficiency assessment with respect to or proposed adjustment of any of the
Company's Federal, state, municipal, or local tax returns has occurred or is threatened. There has been no tax
lien imposed by any Governmental Body outstanding against the Company's assets or properties, except the lien
for current taxes not yet due. The charges, accruals, and reserves on the books of the Company with respect to
taxes for all fiscal periods are adequate, in the opinion of the Company, and the Company does not know of any
actual or proposed tax assessment for any fiscal period or of any basis therefor against which adequate reserves
have not been set up. Except as disclosed on Schedule 2(b)(xiii), the Company has not been advised that any
Federal income tax return of the Company has been, or will be, examined or audited by the Internal Revenue
Service.

(xiv) The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for quotation
with the symbol "FYTK.OB" on the NASD OTC Bulletin Board.

(xv) The Company has not during the past six months offered or sold any security by or for the Company that is
of the same or a similar class as the Shares, other than offers of securities made solely to accredited investors or
otherwise under an employee benefit plan as defined in Rule 405 under the Act, securities issued in connection
with acquisitions, or other securities that will not invalidate the exemption from registration relied on to offer and
sell the Shares.

(xvi) Neither the Company nor any of its affiliates is or has been subject to any order, judgment, or decree of any
court of competent jurisdiction temporarily, preliminarily, or permanently enjoining such person for failure to
comply with Rule 503 under Regulation D.

                                                           9
(xvii) The execution, delivery, and performance by the Company of this Agreement and the Related Agreements,
and the offer and sale of the Shares require no consent of, action by or in respect of, or filing with, any person or
Governmental Body other than those consents that have been obtained and filings that have been made pursuant
to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws,
which the Company undertakes to file within the applicable time period.

(xviii) All disclosure provided to you regarding the Company, its business and the transactions contemplated
hereby, furnished by or on behalf of the Company (including the disclosure in the PPM and the Company's
representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.

(xix) There are no brokers, representatives or other persons which have an interest in commissions or other
compensation payable by the Company in connection with the transactions contemplated hereunder other than as
set forth in the Engagement Letter.

3. Representations and Warranties of Sanders Morris Harris Inc. You represent and warrant to, and agree with,
the Company that:

(i) You have been duly organized and are validly existing and in good standing as a corporation under the laws of
the State of Texas with power and authority (corporate and other) to perform your obligations under this
Agreement and the Escrow Agreement; you are a broker-dealer registered and in good standing under the
Exchange Act and under the securities or Blue Sky laws of each state in which the Shares are being offered or
sold by you, and you are a member in good standing of the NASD; you are in possession of and operating in
compliance with all authorizations, licenses, permits, consents, certificates, and orders required for the
performance of your duties under this Agreement and the Escrow Agreement, and your performance of your
duties hereunder and thereunder will be in compliance with all applicable laws, including state securities and Blue
Sky laws.

(ii) There are no legal or governmental proceedings pending to which you are a party or of which any of your
properties is the subject or, to your knowledge, threatened, which, if determined adversely to you, would
individually or in the aggregate materially and adversely affect your ability to perform your obligations under this
Agreement or the Escrow Agreement.

(iii) No consent, approval, authorization or order of any court or governmental authority or agency is required for
the performance by you of

                                                         10
your obligations under this Agreement, except such as may be required by the NASD or under Regulation D or
state securities or Blue Sky laws.

(iv) This Agreement has been duly and validly executed and delivered by or on behalf of you and constitutes a
legal, valid, and binding obligation of you enforceable in accordance with its terms, except to the extent that its
enforceability is limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of
general application relating to or affecting the enforcement of creditors' rights generally, and (b) laws relating to
the availability of specific performance, injunctive relief, or other equitable remedies and except as enforceability
of the indemnity and contribution provisions contained in
Section 7 hereof may be limited by applicable law or principles of public policy.

(v) The Escrow Agreement among the Company, you, and the Escrow Agent has been duly and validly executed
and delivered by or on behalf of you and constitutes a legal, valid, and binding obligation of you enforceable in
accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors'
rights generally and (b) laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.

4. Offering and Sale of the Shares. (a) On the basis of the representations, warranties, and covenants herein
contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed the
placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for
the purpose of finding subscribers for the Shares on a best-efforts basis for the account of the Company at the
Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such
term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act.
Subject to the performance by the Company of all its obligations to be performed hereunder, and to the
completeness and accuracy of all the representations and warranties contained herein, you hereby accept such
agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period
to find subscribers for Shares at the Offering Price. Your agency hereunder, which is terminable as provided in
Section 11 hereof, shall terminate at 11:59
p.m., New York time, on June 30, 2005; provided that such termination date (the "Termination Date") may be
extended by mutual written agreement of the parties until July 31, 2005.

(b) Each Investor desiring to purchase Shares will be required to: (i) complete, execute, and deliver to you an
executed copy of (a) a Subscription Agreement between the Investor and the Company, and (b) an Investor
Questionnaire, in the form attached as Exhibit C hereto, and (ii) deliver to the escrow agent payment for such
subscription in the form of a check payable to the order of "Ronco Corporation - Escrow Account" or a wire
transfer of immediately available funds in the amount that the Investor desires to purchase as provided in the
Escrow Agreement or as otherwise directed by you. Any payment you receive

                                                           11
that does not conform to this requirement will be returned to an Investor by the end of the next business day
following receipt. In the event funds are received by you, you shall hold all such Subscription Agreements and
Investor Questionnaires for safekeeping and immediately forward all funds delivered to you to the Escrow Agent.
The Escrow Agent, upon receipt of such funds, will hold the funds in an escrow account pursuant to the Escrow
Agreement. You shall promptly forward each executed Subscription Agreement received to the Company for
acceptance or rejection together with a schedule setting forth the name and address of each subscriber and the
amount received from each subscriber. The Company shall notify you of such acceptance or rejection within 10
days of receipt of a Subscription Agreement.

(c) In the event that acceptable subscriptions for $50,000,000 in Shares (the "Minimum Shares") shall not have
been received and accepted by the Company by the Termination Date, all funds received from subscribers (if
any) shall be returned in full, and your agency and this Agreement shall terminate without obligation on your part
or on the part of the Company.

(d) If, by the Termination Date or such earlier time as may be agreed upon by you and the Company, you have
received subscriptions for the Minimum Shares and such subscriptions have been accepted by the Company (in
its sole discretion) and the other conditions to Closing the Offering of Shares have been satisfied, you shall
promptly notify the Company in writing of the aggregate amount of Shares for which you have received
subscriptions (the "Notice Date"). Payment of the purchase price for the Shares for which you have found
subscribers, and delivery, with respect to each subscriber for Shares, of a copy of a Subscription Agreement
signed by such subscriber (the "Closing"), shall then be made at such place and time as shall be agreed upon
between you and the Company, no later than the fifth full business day after the Notice Date (the "Closing Date").

(e) As compensation for your services, a cash commission will be paid to you with respect to subscriptions
received by you as to which the payments and deliveries provided for in this Section 4 are made at the Closing
Date equal to 6.0% of the purchase price of each Share purchased at the Closing. Such commissions shall be
paid to you on the Closing Date by bank wire transfer payable in immediately available funds. The Company shall
also pay to you a financial advisory fee equal to 1.0% of the purchase price of each Share purchased at the
Closing. In addition, the Company agrees to reimburse you for your reasonable out-of-pocket expenses in
accordance with Section 6 hereof.

(f) Neither you, the Company, nor any Additional Agent (as hereinafter defined) shall, directly or indirectly, pay
or award any finder's fees, commissions or other compensation to any person engaged by a potential investor for
investment advice as an inducement to such advisor to advise the purchase of the Shares; provided, however,
that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling
the Shares shall not be prohibited hereby.

                                                        12
(g) You will prepare and file such statements and reports as are or may be required to enable the Shares to be
qualified for sale under the securities laws of such jurisdictions as you may designate.

(h) As additional compensation, the Company will issue to you on the Closing Date a Common Stock purchase
warrant (the "Agent's Warrant") in substantially the form attached hereto as Exhibit D granting you the right to
purchase from the Company for a period commencing after the Closing Date and ending five years after the
Closing Date, a number of shares of Common Stock equal to 2% of the number of common Shares sold in the
Offering, at a per share purchase price equal to the Offering Price.

(i) In connection with the Offering you will, to the extent within your control, conduct the Offering in accordance
with the applicable provisions of the Act and Regulation D so as to preserve for the Company the exemption
provided by Rule 506 of Regulation D. You agree not to offer or sell the Shares by means of (a) any means of
general solicitation, including any advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting,
whose attendees have been invited by any general solicitation or general advertising. Prior to the sale of any of the
Shares, you will have reasonable grounds to believe, and in fact believe, that each subscriber for Shares is an
Accredited Investor. You agree not to disclose any material nonpublic information regarding the Company to any
subscriber except as such disclosure may be permitted pursuant to Regulation FD and is agreed to in advance by
the Company.

(j) In connection with the performance of your obligations under this Agreement, SMH may engage, for the
account of the Company, the services of one or more broker-dealers ("Additional Agents") who are members of
the NASD and who are acceptable to the Company, and, as compensation for their services, shall pay to such
Additional Agents an amount to be negotiated between you and such Additional Agents. Such amount will be
paid to the Additional Agents by you only out of the commissions received by you in respect of sales of Common
Stock as described in paragraph (e) of this Section 4, and the Company shall have no obligation to any
Additional Agents respecting any such payment. The arrangements, if any, between the Company, you, and any
Additional Agent shall be set forth in an Additional Agent Agreement ("Additional Agent Agreement"), which
shall provide, among other things, that such Additional Agent shall be deemed to have agreed to the matters set
forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the
Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as your agents, and you
shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any
representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent
Agreement.

5. Covenants and Agreements of the Company. The Company covenants and agrees with you that:

                                                         13
(a) Except as contemplated or described in this Agreement or in a public disclosure made prior to the date
hereof, it will not, prior to the Closing Date, incur any material liability or obligation, direct or contingent, or enter
into any material transaction, in each case, other than in the ordinary course of business. It will not, prior to the
Closing Date, declare or pay any dividend on the Common Stock or make any distribution on the Common
Stock payable to stockholders of record on a date prior to the Closing Date.

(b) It will cooperate with you to enable the Shares to be qualified for sale under the securities laws of such
jurisdictions as you may designate, subject to approval by the Company, and at your request will make such
applications and furnish such information as may be required of it for that purpose; provided, however, that you
and the Company shall first determine whether an exemption from registration other than the Uniform Limited
Offering Exemption (ULOE) or a similar exemption is available in each such jurisdiction and the Company shall
not be required to qualify to do business or to file a general consent to service of process in any such jurisdiction
or to subject itself to taxation. It will, from time to time, prepare and file such statements and reports as are or
may be required to continue such qualifications in effect for so long a period as you may reasonably request for
the distribution of the Shares.

(c) It will make available to you and each purchaser of Shares at a reasonable time prior to the Closing Date the
opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and to
obtain any additional information that the Company possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy of any information in the Exchange Act Documents or otherwise
furnished by the Company to you or any purchaser of Shares; provided, however, that the Company shall not be
required to disclose any material nonpublic information to any purchaser of Shares.

(d) It will file all reports required by Regulation D with regard to sales of the Shares and use of the proceeds
therefrom; provided that you provide all relevant information to the Company in writing as to purchasers of the
Shares required for such filings.

(e) It will not offer or sell any securities of the Company that are of the same or a similar class as the Shares for a
period of six months after the Closing Date, other than those offers or sales of securities under an employee
benefit plan as defined in Rule 405 under the Act, in connection with options, warrants, or convertible securities
outstanding as of the Closing Date, or in connection with an acquisition of assets or another business by the
Company if such offering will be integrated with the Offering of the Shares pursuant to this Agreement for
purposes of the exemptions under Regulation D, so as to invalidate the exemption from registration relied on to
offer and sell the Shares.

(g) For a period of at least 18 months following the Closing Date, the Company will maintain the registration of its
Common Stock under Section 12 of the Exchange Act so long as the Exchange Act requires it to be so
registered,

                                                            14
will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any
action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate
or suspend such registration or to terminate or suspend its reporting and filing obligations under said Act unless
required to do so by the Exchange Act.

(h) The Company shall prepare and file with the NASD OTC Bulletin Board an additional shares listing
application covering the Shares and take all steps necessary to cause such shares to be approved for listing as
soon as practicable thereafter.

(i) For a period of at least 18 months following the Closing Date, the Company will use its commercially
reasonable best efforts (i) to timely file all reports required to be filed by the Company after the date hereof under
the Securities Act and the Exchange Act (including the reports pursuant to Section 13(a) or 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144) and the rules and regulations adopted by the
Commission thereunder), (ii) if the Company is not required to file reports pursuant to such sections, it will
prepare and furnish to the purchasers of Shares and make publicly available in accordance with Rule 144(c) such
information as is required for the purchasers to sell the Shares under Rule 144, and (iii) to take such further action
as any holder of Shares may reasonably request, all to the extent required from time to time to enable the
purchasers to sell Shares without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144, including causing its attorneys to issue and deliver any appropriate legal opinion required
to permit a purchaser to sell Shares under Rule 144 upon receipt of appropriate documentation relating to such
sale.

(j) The Company shall use best efforts to consummate the Ronco Asset Purchase and the Merger Transaction.

6. Payment of Expenses. The Company shall pay (a) all reasonable expenses incident to the performance of the
obligations of the Company under this Agreement, (b) all of your reasonable out-of-pocket expenses (including
fees and disbursements of your counsel, travel, and related expenses incurred in connection with this Agreement
and the Offering) incurred in connection with this Agreement, preparing to market, and marketing the Shares, and
(c) the fees and expenses of the Escrow Agent.

7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless you, each
Additional Agent, and each person, if any, who controls you or such Additional Agent within the meaning of the
Act, against any losses, claims, damages, liabilities, or expenses (including, unless the Company elects to assume
the defense as hereinafter provided, the reasonable cost of investigating and defending against any claims therefor
and counsel fees incurred in connection therewith), joint or several, which arise out of the Company's breach of a
representation or warranty or covenant or agreement contained in this Agreement; provided that in no case is the
Company to be liable with respect to any claims made against you, such Additional Agent, or any such controlling
person unless you, such Additional Agent, or such controlling person shall have notified the Company in writing
promptly after the

                                                         15
summons or other first legal process giving information of the nature of the claim shall have been served upon you
or such controlling person, but failure to notify the Company of any such claim shall not relieve it from any liability
that it may have to you, such Additional Agent, or such controlling person otherwise than on account of the
indemnity agreement contained in this paragraph. The Company will be entitled to participate at its own expense
in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the
Company elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably
acceptable to you. In the event the Company elects to assume the defense of any such suit and retain such
counsel, you, such Additional Agent, or such controlling person or persons, defendant or defendants in the suit,
may retain additional counsel but shall bear the fees and expenses of such counsel unless
(i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit
include you, such Additional Agent, or such controlling person or persons, and the Company and you, such
Additional Agent, or such controlling person or persons have been advised by counsel that one or more material
legal defenses may be available to you, such Additional Agent, or them that may not be available to the Company
in which case the Company shall not be entitled to assume the defense of such suit notwithstanding its obligation
to bear the reasonable fees and expenses of such counsel. In no event shall the Company be liable for the fees
and expenses of more than one counsel for all indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.
The Company shall not be required to indemnify any person for any settlement of any such claim effected without
the Company's consent, which shall not be unreasonably withheld. The Company shall not, without your consent,
consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term
thereof, the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of
such claim or litigation. This indemnification obligation will be in addition to any primary liability that the Company
might otherwise have. The foregoing obligation of indemnification of the Company shall be limited to the net
proceeds of the Offering.

(b) You and each Additional Agent agree to indemnify and hold harmless the Company, each of the Company's
officers, directors, and each other person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages, liabilities, or expenses (including, unless you or such Additional Agent elect
to assume the defense, the reasonable cost of investigating and defending against any claims therefor and counsel
fees incurred in connection therewith), joint or several, which (i) arise of any untrue statement of a material fact
with respect to the Company made by you or such Additional Agent to any purchaser of Shares not contained in
an Exchange Act Document or other written material provided to you or such Additional Agent by the Company,
(ii) arise out of any acts or omissions by you, any Additional Agent, or any purchaser of Shares that cause the
offering to involve a public offering under the Act or your failure to be properly licensed to sell the Shares or (iii)
arise out of your breach of a representation or warranty or covenant or agreement contained in this Agreement;
provided, however, that in no case are you or any Additional Agent to be liable with respect to any claims made
against the Company or any such person against whom the action is brought unless the Company or such person
shall have notified you or such Additional Agent in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have been served

                                                          16
upon the Company or such person, but failure to notify you or such Additional Agent of such claim shall not
relieve you or such Additional Agent from any liability that you or such Additional Agent may have to the
Company or such person otherwise than on account of the indemnity agreement contained in this paragraph. You
or such Additional Agent shall be entitled to participate at your or its expense in the defense, or if you or such
Additional Agent so elect, to assume the defense of any suit brought to enforce any such liability, but, if you or
such Additional Agent elect to assume the defense, counsel chosen by you or such Additional Agent and
reasonably acceptable to the Company shall conduct such defense. In the event that you or such Additional
Agent elect to assume the defense of any such suit and retain such counsel, the Company, said officers and
directors and any person or persons, defendant or defendants in the suit, may retain additional counsel but shall
bear the fees and expenses of such counsel unless (i) you shall have specifically authorized the retaining of such
counsel or (ii) the parties to such suit include you, such Additional Agent, or such controlling person or persons,
and the Company and you, such Additional Agent, or such controlling person or persons have been advised by
counsel that one or more material legal defenses may be available to the Company that may not be available to
you or them in which case you shall not be entitled to assume the defense of such suit notwithstanding your
obligation to bear the reasonable fees and expenses of such counsel. You or such Additional Agent shall not be
liable to indemnify any person for any settlement of any such claim effected without your or its consent which
consent shall not be unreasonably withheld. You shall not, without the consent of the Company, consent to entry
of any judgment or enter into any settlement that does not include as an unconditional term thereof, the giving by
the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.
This indemnification obligation will be in addition to any primary liability that you or any Additional Agent might
otherwise have.

(c) If the indemnification provided for in this Section 7 is unavailable, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate to reflect not only the relative
benefits received by the Company on one hand and you and the Additional Agents, if any, on the other from the
offering, but also the relative fault of the Company on the one hand and you and the Additional Agents, if any, on
the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities,
or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and you and the Additional Agents, if any, on the other, shall
be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses)
received by the Company, bear to the total selling commissions received by you and the value of the Agent's
Warrant issued to you pursuant to Section 4(h). The relative fault shall be determined by reference

                                                            17
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company, you, or an Additional Agent, the
party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission, and whether a party breached a representation or warranty or covenant or agreement contained in this
Agreement. The Company and you agree that it would not be just and equitable if contribution were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

8. Survival of Indemnities, Representations, Warranties, etc. The respective representations and warranties of
you and the Company as set forth in this Agreement or made by them respectively, pursuant to this Agreement,
shall remain in full force and effect, regardless of any investigation made by or on behalf of you, the Company, or
any of the officers or directors of the Company or any controlling person, and shall survive delivery of and
payment for the Shares for a period ending on the date two years subsequent to the Closing Date.

9. Conditions of Your Obligations. Your obligations hereunder are subject to (i) the accuracy in all material
respects at and (except as otherwise stated herein) as of the date hereof, of the representations and warranties
made by the Company in Section 2(a), (ii) the accuracy in all material respects at and (except as otherwise stated
herein) as of the Closing Date, of the representations and warranties made by the Company in Section 2(b), (iii)
the compliance in all material respects at and as of the Closing Date by the Company with its covenants and
agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date, and (iv)
the following additional conditions:

(a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act
Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your
reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The Ronco Asset Purchase and Merger Transaction shall have been consummated.

(c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief
Executive Officer or the President and the Chief Financial or Accounting Officer of the Company to the effect
that:

                                                        18
(i) The representations and warranties of the Company in Section 2(b) are true and correct in all material respects
at and as of the Closing Date, and the Company has complied with all the agreements and satisfied in all material
respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) The Ronco Asset Purchase and Merger Transaction have been consummated;

(iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the
knowledge of the Company, threatened against the Company of a character required to be disclosed in an
Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and

(iv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in
the financial condition, business, or results of operations of the Company.

(d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form
attached hereto as Exhibit B.

(e) You shall have received from counsel to the Company, an opinion, dated the Closing Date, with respect to
such matters as you may reasonably request.

(f) The Company shall have completed an audit of the financial statements of Ronco Inventions LLC and related
entities for the nine months ending September 30, 2004.

(g) The Company shall have entered into employment agreements with Richard F. Allen Sr. and Evan J.
Warshawsky on terms substantially similar to those set forth in the PPM.

(h) The Company shall have entered into Consulting Agreements with Ronald Popeil and Alan Backus, New
Product Development Agreement, Trademark Co-Existence Agreement, and Seller Notes, each on terms
substantially similar to those set forth in the PPM.

(i) You shall have received such other documentation reasonably requested by you to effect the transactions
contemplated herein.

If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this
Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at
or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

                                                        19
10. Effective Date. This Agreement shall become effective at 11:00 A.M., Houston time, on the date hereof (the
"Effective Time").

11. Termination. In the event of any termination of this Agreement under this or any other provision of this
Agreement, there shall be no liability of any party to this Agreement to any other party, other than as provided in
Sections 6, 7, and 8 and this Section 11.

This Agreement may be terminated after the Effective Time by (a) the Company for any reason by notice to you
and (b) you by notice to the Company (i) if at or prior to the Closing Date trading in securities on the New York
Stock Exchange, the American Stock Exchange, or the Nasdaq Stock Market (collectively, the "Exchanges")
shall have been suspended for longer than four consecutive hours or minimum or maximum prices shall have been
established on either such exchange or stock market, or a banking moratorium shall have been declared by Texas
or United States authorities (unless such suspension is made pending completion of the sale of the Shares, at
which time, such suspension will be lifted); (ii) if at or prior to the Closing Date there shall have been a material
escalation of hostilities between the United States and any foreign country (other than Iraq), or any other material
insurrection or armed conflict involving the United States which, in your reasonable judgment, after consultation
with the Company, makes it impracticable or inadvisable to offer or sell the Shares; or (iii) if there shall be any
material litigation or regulatory action, pending or threatened against or involving the Company, which, in your
reasonable judgment, after consultation with the Company, makes it impracticable or inadvisable to offer or
deliver the Shares on the terms contemplated by this Agreement.

If, and only if, the Company terminates this Agreement after it becomes effective for any reason (other than your
material failure to comply with your obligations under this Agreement or material breach of your representations
and warranties) or the Offering fails to close because of the Company's breach of any representations or
warranties contained in this Agreement or the Company's failure to fulfill its covenants and agreements contained
in this Agreement, the Company shall pay you your actual out-of-pocket expenses incurred as provided in
Section 6 hereof.

12. Agreement Concerning Disclosure of Information. You agree to treat confidentially any material nonpublic
information that is furnished to you (or to parties acting on your behalf) by or on behalf of the Company (the
"Information"). You agree that you will use the Information only for the purposes related to a determination of
your willingness to act as non-exclusive selling agent pursuant to this Agreement, and that the Information will be
kept confidential by you and your partners, members, managers, officers, directors, employees, agents, and other
affiliates (collectively, the "Affiliates"), and your attorneys and accountants (collectively, the "Professionals"), and
that you, such Affiliates, or Professionals will not disclose the Information to any investor or other person;
provided, however, that the Information may be disclosed to (a) Affiliates and Professionals who need to know
such Information

                                                          20
for the purpose of evaluating or providing services in connection with you and your clients' investment in the
Company; provided such parties agree to be bound by this undertaking, (b) to any federal or state regulatory
agency and their employees, agents, and attorneys (collectively, "Regulators") for the purpose of making any
filings with Regulators if disclosure of such Information is required by law (provided that you advise the Company
in writing of the Information to be so disclosed within a reasonable time prior to such filing), and (c) any other
person to which the Company consents in writing prior to any such disclosure.

In the event that you are requested or required (by oral questions, documents, subpoena, civil investigation,
demand, interrogatories, request for information, or other similar process) to disclose to any person or entity any
information supplied to you, your Affiliates, or your Professionals in the course of their dealings with the
Company or their respective representatives, you agree that you will provide the Company with prompt notice of
such request(s) within a reasonable time prior to such disclosure so that the Company may seek an appropriate
protective order and/or waiver of compliance with the provisions of this Agreement. It is further agreed that, if a
protective order is not obtained, or a waiver is not granted hereunder, and you are nonetheless, in the written
opinion of counsel, compelled to disclose information concerning the Company to any tribunal or else stand liable
for contempt or suffer the censure or penalty, you may disclose such information to such tribunal without liability
hereunder. Prior to making such disclosure, you shall deliver a written opinion of your counsel to the Company's
counsel that disclosure is compelled by law. You will exercise your best efforts to obtain a protective order or
other reliable assurance that confidential treatment will be accorded the Information.

13. Notices. All notices or other communications that are required or permitted under this Agreement shall be in
writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-
paid, by electronic mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so
delivered:

                     If to the Company:               Ronco Marketing Corporation
                                                      1330 Avenue of the Americas
                                                      New York, NY 10019
                                                      Attention: Karl Douglas,
                                                                   Director
                                                      Facsimile: (516) 706-3375

                                                      With a copy to:
                                                      Bradley L. Steere, Esq.
                                                      52 White Street, #4
                                                      New York, NY 10013
                                                      Facsimile: (212) 226-6914
                                                      e-mail: bradley.steere@verizon.net




                                                         21
                If to you:                       Sanders Morris Harris Inc.
                                                 320 Park Avenue
                                                 New York, NY 10022
                                                 Attention: Megan Garufi, Syndicate Associate
                                                 Facsimile: (212) 317-2710
                                                 e-mail: megan.garufi@smhgroup.com

                                                 With a copy to:
                                                 Day, Berry & Howard LLP
                                                 One East Putnam Avenue
                                                 Greenwich, CT 06830
                                                 Attention: R. Scott Beach, Esq.
                                                 Facsimile: (203) 862-7801
                                                 e-mail: rsbeach@dbh.com




or at such other address as any party shall have furnished to the other parties in writing.

14. Successors. This Agreement shall inure to the benefit of and be binding upon you, and Additional Agents, the
Company, and their respective successors and legal representatives, except that neither the Company nor you
may assign or transfer any of its or your rights or obligations under this Agreement without the prior written
consent of the other; provided, however, that upon consummation of the Merger Transaction, Ronco
Corporation shall assume all of the rights and obligations of the Company under this Agreement without the need
for further consent of the parties. Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement
and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such
persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements
and indemnities of the Company contained in this Agreement shall also be for the benefit of the person or
persons, if any, who control you or any Additional Agents within the meaning of Section 15 of the Act, and your
and any Additional Agent's indemnities shall also be for the benefit of each officer and director of the Company
and the person or persons, if any, who control the Company within the meaning of Section 15 of the Act.

15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. Any judicial proceeding brought against either of the parties to this agreement or any dispute
arising out of this Agreement or any matter related hereto may be brought in the courts of the State of New York
or the State of Texas or in the United States District Court for the Southern District of New York or the
Southern District of Texas and, by its execution and delivery of this agreement, each party to this Agreement
accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights
on any person other than the

                                                         22
parties to this Agreement. The prevailing party in any such litigation shall be entitled to receive from the losing
party or parties all costs and expenses, including reasonable attorney fees, incurred by the prevailing party.

[Signatures on following page]

                                                          23
If the foregoing correctly sets forth our understanding please indicate your acceptance thereof in the space
provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement
between us.

Very truly yours,

                                RONCO MARKETING CORPORATION

                                By /s/ Karl Douglas
                                   -------------------------------------
                                   Name: Karl Douglas
                                   Title: Director




Accepted and delivered in New York,
New York as of the date first above written

SANDERS MORRIS HARRIS INC.

                                By /s/ A. Emerson Martin
                                   -------------------------------------
                                    Name: A. Emerson Martin
                                    Title: Managing Director
Exhibit A Subscription Agreement
Exhibit B Registration Rights Agreement
Exhibit C Investor Questionnaire
Exhibit D Agent's Warrant
Schedule 2(a)(i) Material Obligations

                                        None
Schedule 2(a)(v) Stock Options, Warrant, Subscription Rights etc.

                                                    None
Schedule 2(a)(vi) Pending Litigation

                                       None
Schedule 2(b)(iii) Material Obligations

                                          None
Schedule 2(vi) Stock Options, Warrant, Subscription Rights etc.

                                                    None
Schedule 2(b)(vii) Pending Litigation

                                        None
Schedule 2(b)(ix) Preemptive Rights

                                      None
Schedule 2(b)(xiii) Outstanding Tax Liens, Tax Returns etc.

None
                                                  EXHIBIT 10.10

May 20, 2005

Mr. Barry J. Levien
Chairman
Ronco Marketing Corporation
1330 Avenue of the Americas
New York, NY 10019

Dear Mr. Levien:

This letter will serve as an agreement between the parties hereto and replaces all prior agreements between the
parties. This will confirm the understanding and agreement between Copper Beech Equity Partners LLC,
Copperfield Equity Partners LLC, Coll International LLC, Content Holding LLC (collectively referred to herein
as "The Venture Group") and Ronco Marketing Corporation (the "Company") as follows:

1. The Company hereby engages The Venture Group and grants to The Venture Group the right to act as its
exclusive financial advisor in connection with providing various financial advisory services in connection with the
negotiation and consummation of various debt financing and equity financings (for the purposes of this Agreement,
"equity financings" shall mean offers and sales through a registered broker dealer) for the Company (collectively,
the "Funding") required in connection with its merger with a public shell corporation, and acquisition of various
properties known as Popeil Inventions, LLC and Ronco Inventions, LLC (collectively referred to herein as the
"Target"). The Company's merger with a public shell corporation and acquisition of the Target shall be collectively
referred to as the "Transaction".

2. The Venture Group hereby accepts the engagement and in that connection agrees to devote such business,
time and attention to matters on which the Company shall request its services as shall be determined by The
Venture Group in its reasonable discretion, including, but not limited to:

(a) Perform a due diligence financial review of the Target to understand the business, operations, financial
condition and prospects of the Target;

(b) Advise the Company regarding the corporate, legal and financial structure of the Funding;

(c) Assist in the negotiation of documentation relating to the Funding;

(d) Assist the Company in preparing business plans, financial projections and other documents required in
connection with items (a) through (c) above;

(e) Assist with the preparation of a descriptive memorandum and materials for meetings and presentation to
investors concerning the Company, which memorandum shall not be made available to or used in discussions with
prospective investors in the Company until both it and its use for that purpose have been approved by the
Company; said materials will include, but not be limited to an offering memorandum;

(f) Identify, screen and contact potential investors;
(g) Evaluate the terms and structure of the proposed Funding and advise the Company as to the optimal capital
structure to maximize the likelihood of a successful consummation of the Funding;

(h) Prepare financial analyses, where appropriate, of the rates, terms, and prices paid for (as available) for
various financial securities, and of the operating performance, financial condition and valuation of comparable
publicly traded companies;

(i) Regularly prepare and update financial models to evaluate the operating performance, financial condition, and
fair market value of the Company as it pertains to the proposed Funding;

(j) Otherwise advise and assist the Company as mutually agreed to by the parties to this Agreement; and

(k) Assist the Company during the due diligence.

3. In connection with The Venture Group's engagement, the Company will furnish The Venture Group with any
information concerning the Company and the Target which The Venture Group reasonably deems appropriate
and will provide The Venture Group with reasonable access to the Company and Target's (to the extent in the
Company's control) officers, directors, accountants, counsel and other advisors and to Target to the extent within
the Company's control. The Company represents and warrants to The Venture Group that to the best of its
knowledge, all such information concerning the Company and Target will be true and accurate in all material
respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein not misleading in light of the circumstances under which such statements are made.
The Company will not furnish The Venture Group information regarding Target, which it knows to be inaccurate
without disclosing such inaccuracy. The Company acknowledges and agrees that The Venture Group will be
using and relying upon such information supplied by the Company and Target and their officers, directors, agents
and other representatives and any other publicly available information concerning the Company and Target
without any independent investigation or verification thereof by The Venture Group of the Company and Target
or their business or assets provided The Venture Group shall not use information that it knows to be inaccurate.
The Company further recognizes that in order for The Venture Group to perform properly its obligations in a
professional manner it is necessary that The Venture Group be informed of and, to the extent practiceable,
participate in meetings and discussions between the Company and any third party relating to the matters covered
by the terms of The Venture Group's engagement.

4. As compensation for the services to be rendered hereunder, but subject to Sections 5 and 6 if this Agreement
has been terminated, The Venture Group shall be entitled to the following advisory fees:

(a) M&A Advisory Fee - Cash compensation equal to (i) a base fee of $1,800,000 plus (ii) five percent (5%) of
any cash or cash equivalents of the Company in excess of $6,000,000 at closing (pro forma for the Transaction
and the Funding).

(b) Reverse Merger Advisory Fee - Should the Company choose to enter into a reverse merger transaction, The
Venture Group will be entitled to purchase that number of shares of common stock of the Company (pro forma
for the reverse merger and the financing required to close the transaction) equal to 3.3% of the Company's fully-
diluted equity ownership in aggregate, for

                                                         2
a purchase price of $0.01 per share. The Venture Group acknowledges that such shares will be subject to certain
transfer restrictions as specified in one or more separate agreements with the Company and its placement agent
or underwriter, as the case may be.

(c) Debt Placement Fee - Two percent (2%) of the principal amount of any funded term or asset-based debt
financing arranged by The Venture Group and provided for the purposes of funding the Transaction shall be paid
in cash upon closing of the Transaction.

(d) Payment Instructions - The M&A Advisory Fee and Debt Placement Fee will become payable by the
Company in cash upon the closing of the Transaction. The shares of common stock of the Company which
constitute the Reverse Merger Advisory Fee will be issued upon completion of the Transaction. The allocation of
the compensation referenced in sections 4 (a) - 4 (c) above amongst the members of The Venture Group is to be
as follows:

i. To Copperfield Equity Partners LLC: 177,778 shares of common stock of the Company and $633,333.33
paid via Fed Wire;

ii. To Content Holding LLC: 177,778 shares of common stock of the Company and $1,233,333.33 paid via Fed
Wire.

iii. To Coll International LLC.: 177,778 shares of common stock of the Company and $633,333.33 paid via Fed
Wire.

Any remaining cash compensation payable to The Venture Group in excess of the collective cash disbursements
referenced in Section 4
(d) (i) - (iii) herein will be distributed in equal amounts to each member of The Venture Group by Fed Wire.

5. The Company agrees that The Venture Group shall be entitled to $700,000 as expense reimbursement on a
non-accountable basis. Additionally, the Company shall reimburse The Venture Group promptly as requested for
its out-of-pocket fees and expenses including the reasonable fees and expenses of legal counsel retained by The
Venture Group to enforce this agreement (except as it may pertain to those matters referenced in Section 9
herein), incurred during the term of its engagement hereunder. Upon any termination of The Venture Group's
engagement hereunder, the Company agrees to pay such fees and expenses to The Venture Group upon demand
whether or not the proposed transaction is consummated. Additionally, the Company indemnifies The Venture
Group for all expenses incurred on behalf of the Company with Mahoney Cohen LLP, Velah Group LLP,
Fulbright & Jaworski LLP, Profit Planners Inc., & Bradley Steere, Esq. All expenses payable to those entities
are to be paid directly, and are not included in the $700,000 expense reimbursement referenced herein.

6. As The Venture Group will be acting on behalf of the Company in connection with this engagement, the
Company agrees to indemnify The Venture Group in accordance with the indemnity agreement attached hereto
as Exhibit A (the "Indemnity Agreement"). The Venture Group represents and warrants to the Company that the
Venture Group has not engaged any agents in connection with the services provided under this agreement.

7. The term of The Venture Group engagement hereunder shall extend from the date hereof to the closing of the
Transaction, provided that each of Sections 4 through 6 and Sections 8 through 10 shall survive any termination
or expiration of this agreement.

                                                       3
8. Any advice provided by The Venture Group under this agreement shall not be publicly disclosed or made
available to third parties without The Venture Group's prior written consent (which shall not be unreasonably
withheld or delayed), other than to the Company's and Target's attorneys, accountants, directors and other
professional advisors, nor may The Venture Group be otherwise publicly referred to without its prior consent
(which shall not be unreasonably withheld or delayed), except to the extent such disclosure is required under
applicable law or by legal proceedings.

9. The Company represents and warrants to The Venture Group that there are no brokers, representatives or
other persons which have an interest in compensation due to The Venture Group from any transaction
contemplated herein. The fees and expenses set forth in Sections 4 and 5 herein represent all the fees and
expenses payable in connection with the services described herein that have been performed directly or indirectly
by The Venture Group or other parties engaged by or working with The Venture Group or any of its affiliates.
Upon payment of the fees and expenses set forth herein to The Venture Group and the other parties identified
herein, the Company's obligations with respect to the payment of fees and expenses in connection with the
services described herein that have been performed directly or indirectly by The Venture Group or other parties
engaged by or working with The Venture Group or any of its affiliates shall be deemed fully satisfied, and The
Venture Group shall allocate and distribute such fees and expenses as appropriate. The Venture Group on behalf
of itself and its affiliates agrees to indemnify and hold harmless the Company, to the fullest extent lawful, against
any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all
legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when
incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not
in connection with litigation in which the Company is a party), directly or indirectly, relating to, based upon,
arising out of, or in connection with, the payment of fees and expenses (or any other claims for compensation) in
connection with the services described herein that have been performed directly or indirectly by The Venture
Group or other parties engaged by or working with The Venture Group or any of its affiliates.

10. This Agreement may not be assigned by the Company or The Venture Group without the prior written
consent of the other; provided, however, that the Company may assign this Agreement to any surviving entity or
entity created in connection with Company's acquisition of Target. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, then such determination will not affect such provision in
any other respect or any other provision of this Agreement, which will remain in full force and effect.

11. This Agreement may not be amended or modified except in writing and shall be governed by and construed
in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

12. The Venture Group shall have the right to place advertisements in form and substance reasonably acceptable
to the Company in financial and other newspapers and journals at its own expense describing its services to the
Company.

13. The Company acknowledges that The Venture Group is in the business of providing financial advisory
services (of all types contemplated by this agreement) to others.

                                                         4
Nothing herein contained shall be construed to limit or restrict The Venture Group in conducting such business
with respect to others or in rendering such advice to others.

The Venture Group is delighted to accept this engagement and looks forward to working with management of the
Company on this assignment. Please confirm that the foregoing correctly sets forth our agreement by signing the
enclosed duplicate of this Agreement in the space provided and returning it, whereupon this letter shall constitute
a binding Agreement as of the date first above written.

AGREED AND ACCEPTED:

Ronco Marketing Corporation

                                  By:    /s/ Barry J. Levien
                                         --------------------------------
                                  Name: Barry J. Levien
                                  Title: Chairman




AGREED AND ACCEPTED:

Copper Beech Equity Partners, LLC

                                  By:    /s/ Karl Douglas
                                         --------------------------------
                                  Name: Karl Douglas
                                  Title: Managing Director




Copperfield Equity Partners LLC

                                  By:      /s/ Karl Douglas
                                           --------------------------------
                                  Name:
                                  Title:




Coll International, LLC

                                  By:    /s/ Barry J. Levien
                                         --------------------------------
                                  Name: Barry J. Levien
                                  Title: President




Content Holding LLC

                                  By:    /s/ Robert D'Loren
                                         --------------------------------
                                  Name: Robert D'Loren
                                  Title: President, CEO




                                                        5
                                              EXHIBIT A
                                     INDEMNIFICATION PROVISIONS

Ronco Marketing Corporation (the "Company") agrees to indemnify and hold harmless Copper Beech Equity
Partners LLC, Copperfield Equity Partners LLC, Coll International LLC, Content Holding LLC, their affiliates
and their respective officers, directors, shareholders, employees, controlling persons, and agents engaged by the
Venture Group (collectively referred to herein as "The Venture Group") to the fullest extent lawful against any and
all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all
legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise) (each a "Liability"), including, without limitation, the costs, expenses and disbursements,
as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which The Venture Group is a party), directly or indirectly, relating
to, based upon, arising out of, or in connection with, its acting for the Company under the Agreement, dated May
20, 2005, between the Company and The Venture Group to which these indemnification provisions are attached
and form a part (the "Agreement"), except to the extent that any such Liability is found in a final judgment by a
court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from The
Venture Group's gross negligence or willful misconduct, and provided that Liabilities resulting from actions
brought by the Company against The Venture Group shall be covered by the final sentence of this paragraph. The
Company also agrees that The Venture Group shall not have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company for or in connection with the engagement of The Venture Group, except to
the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) to have resulted primarily and directly from The Venture Group's gross negligence or willful
misconduct.

The indemnification provisions shall be in addition to any liability which the Company may otherwise have to The
Venture Group or the persons identified below in this sentence and shall extend to the following: The Venture
Group, its affiliated entities, partners, employees, and controlling persons (within the meaning of the federal
securities laws), and the officers, directors, employees, and controlling persons of any of them. All references to
The Venture Group in these indemnification provisions shall be understood to include any and all of the foregoing.

If any action, suit, proceeding or investigation is commenced, as to which The Venture Group proposes to
demand indemnification, it shall notify the Company with reasonable promptness (but any failure by The Venture
Group to notify the Company shall not relieve the Company from its obligations hereunder unless such failure shall
materially and adversely affect the Company); and the Company shall promptly assume the defense of such
action, suit, proceeding or investigation, including the employment of counsel (reasonably satisfactory to The
Venture Group) and payment of fees and expenses. The Venture Group shall have the right to retain its own
counsel of its own choice, subject to approval of the Company, not to be unreasonably withheld, to represent it
and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company
and any counsel designated by the Company, but the reasonable fees and expenses of such counsel employed by
The Venture Group shall be at the expense of The Venture Group unless (i) the employment of such counsel shall
have been authorized in writing by the Company in connection with the defense of such action, (ii) the Company
shall not have promptly employed counsel reasonably satisfactory to The Venture Group, or its outside legal
counsel shall have reasonably concluded and so advised The Venture Group in writing that there may be one or
more legal defenses available to it which have substantial merit and which are different from or additional to those
available to the Company, in

                                                          6
EXHIBIT A
INDEMNIFICATION PROVISIONS

                                                       Page 2

any of which events such reasonable fees and expenses shall be borne by the Company to the extent incurred in
connection with such defenses and the Company shall not have the right to direct the defense of such action on
behalf of The Venture Group. The Company shall be liable for any settlement of any claim against The Venture
Group made with the Company's written consent, which consent shall not be unreasonably withheld. The
Company shall not, without the prior written consent of The Venture Group, which consent shall not be
unreasonably withheld, settle or compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise or consent includes, as unconditional term
thereof, the giving by the claimant to The Venture Group of an unconditional release from all liability in respect of
such claim.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these
indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) that such indemnification may not be enforced in such case, even though the express
provisions hereof provide for indemnification in such case, then the Company, on the one hand, and The Venture
Group, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses, and disbursements to which the indemnified persons may be subject in
accordance with the relative benefits received by the Company, on the one hand, and The Venture Group, on the
other hand, and also the relative fault of the Company, on the one hand, and The Venture Group, on the other
hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements and the relevant equitable
considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled
to contribution from any person who is not also found liable for such fraudulent misrepresentation.
Notwithstanding the foregoing, The Venture Group shall not be obligated to contribute any amount hereunder that
exceeds the amount of fees previously received by The Venture Group pursuant to the Agreement.

Neither termination nor completion of the engagement of The Venture Group referred to above shall affect these
indemnification provisions which shall then remain operative and in full force and effect.

                                            Signature Page to Follow

                                                          7
EXHIBIT A
INDEMNIFICATION PROVISIONS

                                              page 3

AGREED AND ACCEPTED:

Ronco Marketing Corporation

                              By:      ______________________________
                              Name:       Barry J. Levien
                              Title:      Chairman




ACKNOWLEDGED AND ACCEPTED:

Copper Beech Equity Partners, LLC

                              By:      ______________________________
                              Name:       Karl Douglas
                              Title:      Managing Director




Copperfield Equity Partners LLC

By:
Name:
Title:

Coll International, LLC

By: ______________________________
Name:
Title:

Content Holding LLC

By: ______________________________
Name:
Title:

                                                8
Exhibit 10.11

THIS WARRANT AND THE SECURITIES ISSUEABLE UPON ANY EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER
(A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS OR "BLUE SKY" LAWS.

                              WARRANT TO PURCHASE 266,667 SHARES
                                                OF
                                      COMMON STOCK
                                                OF
                                    RONCO CORPORATION
                                     Void after June 30, 2010

This Warrant is issued to Sanders Morris Harris Inc., or its registered assigns (the "Holder"), by Ronco
Corporation., a Delaware corporation (the "Company"), on June ___, 2005 (the "Warrant Issue Date"). This
Warrant is issued pursuant to the terms of a Placement Agent Agreement, dated May 26, 2005 (the "Placement
Agent Agreement"), by and among the Company and the Holder. All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Placement Agent Agreement.

1. Number of Shares Subject to Warrant; Exercise Price. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company, to purchase
from the Company, at a per share price equal to the Exercise Price, the Warrant Stock.

For purposes of this Warrant: (A) "Warrant Stock" shall mean the number of Shares purchasable upon exercise
of this Warrant, as reflected on the face of this Warrant, subject to adjustment as described in Section 7 below;
(B) "Shares" shall mean fully paid and non-assessable Common Stock of the Company; and (C) "Exercise Price"
means $3.75 per share, subject to change as described in Section 7 below.

2. Exercise Period. Except as otherwise provided for herein, this Warrant shall be exercisable, in whole or in
part, at any time and from time to time after the Warrant Issue Date and ending at 5:00 p.m. eastern time on the
fifth
(5th) anniversary of the Warrant Issue Date (the "Expiration Date"). Notwithstanding the foregoing, if this
Warrant is outstanding and exercisable for any Shares as of the time of a Sale (as defined below), unless
otherwise agreed to in writing by the Holder, this Warrant shall be deemed automatically exercised immediately
prior to such Sale in accordance with the net exercise provisions of this Warrant set forth in Section 4(b) below.

3. Notice of Sale. The Company shall provide written notice to the Holder not less than ten (10) days prior to the
consummation of a Sale. A "Sale" shall mean a sale of all or substantially all of the assets or shares of the
Company or a merger, reorganization or consolidation of the Company in which the owners of the outstanding
voting power of the Company, immediately prior to such transaction own, directly or indirectly, less than 51% of
the voting power of the resulting or surviving entity immediately upon completion of such transaction.
4. Method of Exercise.

(a) Cash Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 hereof,
the purchase rights hereby represented may be exercised in whole or in part, at the election of the Holder, by the
tender of the Notice of Exercise in substantially the form attached hereto as Exhibit A and the surrender of this
Warrant at the principal office of the Company and by the payment to the Company in cash, by check,
cancellation of indebtedness or other form of payment acceptable to the Company, of an amount equal to the
then applicable Exercise Price multiplied by the number of Shares then being purchased.

(b) Net Exercise. In lieu of exercising this Warrant pursuant to
Section 4(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration,
Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with an executed Notice of Exercise, in substantially the form
attached hereto, in which event the Company shall issue to the holder hereof a number of Shares computed using
the following formula:

Y (A - B)
X=A

                 Where: X =    The number of Shares to be issued to the Holder pursuant
                               to this net exercise;

                         Y =   The number of Shares in respect of which the net exercise
                               election under this Section 4(b) is made;

                         A =   The fair market value of one Share at the time the net
                               exercise election is made; and

                         B =   The Exercise Price.




For purposes of this Section 4(b), the fair market value of a Share as of a particular date shall be the closing sale
price of the Shares on the trading date immediately prior to the date of exercise as quoted on the Nasdaq
National Market or any United States automated quotation system or national securities exchange on which the
Shares are then quoted or traded, as applicable; provided, that if the Shares are not then so quoted or traded, the
fair market value of the Shares shall be determined by the Board of Directors of the Company in its reasonable
good faith discretion.

5. Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more
certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter (with
appropriate restrictive legends, as applicable). In the event of a partial exercise of the Warrant, a new warrant or
warrants (dated the date hereof) of like tenor shall be issued, calling in the aggregate on the face or faces thereof
for the number of Shares equal (without giving effect to any adjustment therein) to the number of Shares called for
on the face of this Warrant minus the number of such Shares purchased by the Holder upon such exercise as
provided in subsections 4(a) and 4(b) above.

6. Issuance of Shares. The Company hereby covenants that it will take all necessary actions to duly and validly
reserve the necessary number of Shares for issuance hereunder. The Company covenants that the Shares, when
issued pursuant

                                                         2
to the exercise of this Warrant, will be duly and validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof.

7. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon
exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the date hereof and
prior to the exercise or expiration of this Warrant subdivide the Shares by split-up or otherwise, or combine or
issue additional Shares as a dividend with respect to its Shares, the number of Shares issueable on the exercise of
this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the
Exercise Price, provided that the aggregate exercise price payable hereunder for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision or combination becomes effective, or as of
the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b) Reclassification, Reorganization and Consolidation. In the event of any corporate reclassification, capital
reorganization, consolidation, spin-off or change in the Shares of the Company, other than as a result of a
subdivision, combination or dividend provided for in Section 7(a) above, then, as a condition of such event,
lawful provision shall be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered, to the Holder, so that the Holder shall have the right at any time prior to the
expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the
kind and amount of shares of stock and/or other securities and property receivable in connection with such event
by a holder holding the same number of shares for which this Warrant could have been exercised immediately
prior to such event. In any such case appropriate provisions shall be made with respect to the rights and interest
of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or
other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the
Exercise Price, provided that the aggregate exercise price payable hereunder for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same.

(c) Notice of Adjustment. When any adjustment is required to be made to the Exercise Price or in the number or
kind of Shares purchasable upon exercise of the Warrant, the Company shall promptly notify the Holder of such
event and of the adjusted Exercise Price or number of Shares or other securities or property thereafter
purchasable upon exercise of this Warrant.

8. Assumption of Warrant. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired
there shall be a merger, reorganization or consolidation of the Company or any other similar transaction that does
not constitute a Sale, then, as a part of such transaction, lawful provision shall be made so that the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon
payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such transaction which a holder holding the Shares
deliverable upon exercise of this Warrant would have been entitled to receive in such transaction if this Warrant
had been exercised immediately before such transaction.

9. No Fractional Shares. No fractional Shares shall be issued upon the exercise of this Warrant, but in lieu of
such fractional Shares the Company shall make a cash payment therefor on the basis of the fair market value of a
Share determined in accordance with Section 4.

                                                          3
10. No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a
stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and
such Holder shall not be entitled to any notice or other communication concerning the business or affairs of the
Company. However, nothing in this Section 10 shall limit the right of the Holder to be provided the notices
required under this Warrant.

11. Compliance With Securities Act; Transferability of Warrant or Shares.

(a) Compliance With Securities Act. The Holder, by acceptance hereof, agrees that this Warrant, and the Shares
issueable upon exercise of this Warrant, are being acquired for investment and that such Holder will not offer, sell
or otherwise dispose of this Warrant, or any Shares issueable upon exercise of this Warrant, except under
circumstances which will not result in a violation of the United States Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state securities laws. This Warrant and all Shares issued upon exercise of this
Warrant (unless registered under the Securities Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY
PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT
THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL
HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2)
THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
OR "BLUE SKY" LAWS."

(b) Transferability. Subject to compliance with applicable federal and state securities laws, this Warrant and all
rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to
the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant,
properly endorsed for transfer by delivery of an Assignment Form in substantially the form attached hereto as
Exhibit B, to the Company at the address set forth in Section 15 hereof, and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the
Company shall issue to the holders one or more appropriate new warrants.

12. Restricted Securities. The Holder understands that this Warrant, and the Shares issueable upon exercise of
this Warrant, will not be registered at the time of their issuance under the Securities Act for the reason that the
sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act based on the
representations of the Holder set forth herein. The Holder represents that it is experienced in evaluating
companies such as the Company, has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment, and has the ability to suffer the total loss of the
investment. The Holder further represents that it has had the opportunity to ask questions of and receive answers
from the Company concerning the terms and conditions of this Warrant, the business of the Company, and to
obtain additional information to such

                                                         4
Holder's satisfaction. The Holder further represents that it is an "accredited investor" within the meaning of
Regulation D under the Securities Act as presently in effect. The Holder further represents that this Warrant is
being acquired for the account of the Holder for investment only and not with a view to, or with any intention of, a
distribution or resale thereof, in whole or in part, or the grant of any participation therein.

13. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding
upon, the Company and the Holder hereof and their respective successors and assigns, except as limited herein.

14. Amendments and Waivers. Any term of this Warrant may be amended, and the observance of any term of
this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively),
upon the written consent of the Company and the Holder.

15. Notices. All notices required under this Warrant shall be deemed to have been given or made for all purposes
(i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile, (iii) one day after being sent, when sent by professional overnight courier
service, or (iv) five days after posting when sent by registered or certified mail. Notices to the Company shall be
sent to the address of the Company set forth below (or at such other place as the Company shall notify the
Holder hereof in writing) and notices to the Holder shall be sent to the address of the Holder set forth on the
signature page hereto (or at such other place as the Holder shall notify the Company hereof in writing):

                  To the Company:       Ronco Corporation
                                        21344 Superior Street
                                        Chatsworth, CA 91311
                                        Attention: Richard Allen
                                                   President and Chief Executive Officer
                                        Facsimile: (818) 775-1386




16. Captions. The section and subsection headings of this Warrant are inserted for convenience only and shall not
constitute a part of this Warrant in construing or interpreting any provision hereof.

17. Governing Law. This Warrant shall be governed by the laws of the state of Delaware, without regard to the
choice or conflict of laws principles thereof.

[Signature page follows]

                                                         5
IN WITNESS WHEREOF, the undersigned have caused this Warrant to be duly executed as of the date first set
forth above.

                                               COMPANY

                                       RONCO CORPORATION

                                 By: /s/ Karl Douglas
                                     --------------------------------
                                     Name: Karl Douglas
                                     Title: President




                                                HOLDER

                                  SANDERS MORRIS HARRIS INC.

                                 By: /s/ A. Emerson Martin
                                     --------------------------------
                                     Name: A. Emerson Martin
                                     Title: Managing Director




Address:
Sanders Morris Harris Inc.
320 Park Avenue
New York, NY 10022
Attention: Megan Garufi, Syndicate Associate Facsimile: (212) 317-2710

                                                     6
                                                  EXHIBIT A

                                           NOTICE OF EXERCISE

To: Ronco Corporation

The undersigned hereby elects to [check applicable subsection]:

(a) Purchase Shares (as defined in the attached Warrant) pursuant to the terms of the attached Warrant and
payment of the Exercise Price per Share required under such Warrant accompanies this notice;

OR

(b) Exercise the attached Warrant for all of the Shares in whole but not in part purchasable under the Warrant
pursuant to the net exercise provisions of Section 4 of such Warrant.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account
for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

          Date:_______________________                          HOLDER:

                                                                ----------------------------------

                                                                By:
                                                                   -------------------------------
                                                                     Name:
                                                                     Title:




                                                    Address:

Name in which Shares should be registered: __________________________________
                                                 EXHIBIT B

                                           ASSIGNMENT FORM

TO: Ronco Corporation

The undersigned hereby assigns and transfers unto _____________________________ of (Please typewrite or
print in block letters) the right to purchase ____________ Shares (as defined in the attached Warrant) subject to
the Warrant, dated as of June ___ 2005, by and between Ronco Corporation and the undersigned (the
"Warrant").

This assignment complies with the provisions of Section 11 of the Warrant and is accompanied by funds sufficient
to pay all applicable transfer taxes.

                   Date:_______________________            ______________________________


                                                           By:
                                                              ---------------------------


                                                           ------------------------------
                                                           (Print Name of Signatory)




                                               (Title of Signatory)
Exhibit 10.13

                                       EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO
CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in
Chatsworth, California (the "Company"), and RICHARD F. ALLEN, SR., a resident of the State of California
("Executive").

1. Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth in this Agreement.

2. Term. The term of Executive's employment under this Agreement (the "Term") shall commence on the date of
the Closing, as defined in that certain Asset Purchase Agreement, dated December 10, 2004, by and among
Ronco Marketing Corporation, a Delaware corporation ("RMC"), and Ronco Inventions, LLC, Popeil
Inventions, Inc., RP Productions, Inc., RMP Family Trust, Gina Wallman and Martin Lescht as co-Trustees of
RMP Family Trust, and Ronald M. Popeil (the "Effective Date"), and, subject to the terms hereof, shall terminate
on the fourth anniversary of the Effective Date (the "Termination Date"); provided that, the term of this Agreement
will automatically renew for successive one-year periods thereafter (in which case the Termination Date shall be
extended accordingly), unless, at least thirty days prior to the applicable Termination Date, either party gives the
other written notice of nonrenewal. Upon the Effective Date, Ronco Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company (formerly known as Fi-Tek VII, Inc.), a Delaware corporation,
shall have merged with and into RMC pursuant to that certain Agreement and Plan of Merger, dated as of June
_____, 2005, by and among RMC, the Company, certain stockholders of the Company prior to the merger, and
Ronco Acquisition Corp., and Fi-Tek VII, Inc. will have been renamed Ronco Corporation, such that RMC shall
have become a wholly-owned subsidiary of Ronco Corporation.

3. Position and Duties. Executive will serve as the President and Chief Executive Officer of the Company.
Executive shall be elected or appointed a member of the Company's Board of Directors ("Board") as of the
Effective Time, and from and after the Effective Time until the expiration of the Term, the Company shall
nominate the Executive for appointment or election as a member of the Board and shall use commercially
reasonable efforts to cause the Executive to be appointed or elected a member of the Board. Executive will
report directly to the Board. Except as otherwise specifically provided herein, the duties which may be assigned
to Executive will be the usual and customary duties of the offices of president and chief executive officer and will
be consistent with the provisions of the Company's Articles or Certificate of Incorporation, By-laws and
applicable law. At the request of the Board, Executive will serve as an officer or director of the Company's
subsidiaries and other affiliates without additional compensation. Executive will devote all of his business time and
attention to the performance of his obligations, duties and responsibilities under this Agreement. Executive may
engage in personal, charitable, and passive investment activities to the extent such activities do not conflict or
interfere with his obligations to, or his ability to perform the duties and responsibilities of his employment by, the
Company hereunder, as determined by the Board in its discretion.

4. Annual Compensation.
(a) Base Salary. The Company will pay salary to Executive at an annual rate of $250,000, in accordance with its
regular payroll practices. The Board will review Executive's salary at least annually. The Board, acting in its
discretion, may increase (but may not decrease) the annual rate of Executive's salary in effect at any time.

(b) Bonus. For each fiscal year of the Company during the Term, Executive will have an opportunity to earn a
performance bonus ranging from $0 to $600,000, determined in the sole discretion of the Board based upon
such criteria as it deems appropriate. It is anticipated that by or as soon as practicable after the beginning of each
year, the Board will communicate performance criteria that it may take into account, in whole or in part, for
determining bonuses for that year. Annual incentive compensation, if any, will be determined by the Board, in its
sole discretion, and paid as soon as practicable after the end of the year.

5. Additional Compensation.

(a) Transaction Bonus. The Company will pay Executive a bonus equal to $315,000 in consideration of
Executive's efforts in assisting the Company with respect to the transactions and financing required to effect the
Closing. The Transaction Bonus will become payable in cash on the Effective Date.

(b) Grant of Restricted Shares. On the Effective Date, the Company will issue and sell to Executive 800,313
shares of the Company's common stock at a price of $0.01 per share pursuant to a Restricted Stock Purchase
Agreement in substantially the form attached hereto as Schedule III (the "Grant Shares") which shares shall be
issued in increments as outlined herein below:

1) On the Effective Date, the Company will issue 480,188 of such Grant Shares to Executive

2) On the first anniversary of the Effective Date the Company will issue 160,063 of such Grant Shares to
Executive

3) On the second anniversary of the Effective Date, the Company will issue 160,062 of such Grant Shares to
Executive.

(c) This grant of Grant Shares to Executive is subject to a repurchase option of the Company at a price of $0.01
per share regardless of its value under the following conditions:

1) The Executive leaves the Company's employment voluntarily prior the completion of the third anniversary of
the Effective Date.

2) There is no increase in the Company's net earnings for each of the following three (3) years: 2005, 2006 and
2007, over net earnings for year 2004 as computed by the Company's outside accountants under GAAP.

3) In accordance with Section 7(c).

6. Employee Benefit Programs and Perquisites.

                                                          2
(a) General. Executive will be entitled to participate in such qualified and nonqualified employee pension plans,
group health, long term disability and group life insurance plans, and any other welfare and fringe benefit plans,
arrangements, programs and perquisites sponsored or maintained by the Company from time to time for the
benefit of its employees generally or its senior executives generally.

(b) Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out his
duties and responsibilities under this Agreement and the Company will promptly reimburse him for all expenses
that are so incurred upon presentation of appropriate vouchers or receipts, subject to the Company's expense
reimbursement policies applicable to senior executive officers generally.

(c) Automobile-Related Expenses. During the term of this Agreement, the Company will provide Executive with
the use of an automobile of Executive's choice The Company will cover the reasonable "drive-off" costs, monthly
lease payments of up to $1,000 per month, registration fees, fuel, maintenance and insurance costs of such
automobile. Executive will have the option to purchase the automobile at the end of the lease term per the
purchase provision within the lease contract.

(d) Location of Employment. Executive's place of employment during the Term will be at the principal office of
the Company, which is presently in the Los Angeles, California metropolitan area, subject to the need for
business travel in connection with Company business.

7. Termination of Employment.

(a) Death. If Executive's employment with the Company terminates before the end of the then current Term by
reason of his death, then (1) as soon as practicable thereafter, the Company will pay to his estate an amount
equal to his "Accrued Compensation" (defined below) through the date of death, and (2) the Company will pay
or reimburse Executive's spouse and covered dependents for the cost of the first six months of continuing group
health plan coverage which they receive pursuant to COBRA. For the purposes of this Agreement, the term
"Accrued Compensation" means, as of any date, the amount of any unpaid salary earned by Executive through
that date, plus any additional amounts and/or benefits payable to or in respect of Executive under and in
accordance with the provisions of any employee plan, program or arrangement under which Executive is
covered. The Company agrees to provide Executive with a one (1) million dollar term life insurance policy for the
death of Executive during the term of this employment agreement. Executive's spouse or heirs will to be the
beneficiary.

(b) Disability. Company agrees to assist Executive in meeting the contingency of disability. The Company deems
it to be in its best interest to establish a sick pay or disability plan to provide Executive's salary continuation or
sick pay benefits in the event of absence from work due to accident, injury, or sickness by way of paying the
premium of an insurance policy, which will pay Executive no less than Executive's then-base salary per month for
the duration of the remaining portion of the Term of this Agreement. If the Company terminates Executive's
employment by reason of Executive's "Disability" (defined below), then (1) as soon as practicable thereafter,
Executive will be entitled to receive his Accrued Compensation through the date his employment terminates, and
(2) the Company will pay or reimburse Executive

                                                          3
for the cost of the first twelve months of continuing group health plan coverage which he and his covered
dependents receive pursuant to COBRA. For purposes of this Agreement, the term "Disability" means the
inability of Executive to substantially perform the customary duties and responsibilities of his employment by the
Company for a period of at least 120 consecutive days by reason of a physical or mental illness or incapacity
which is expected to result in death or last indefinitely.

(c) Termination by the Company for Cause or Voluntary Termination by Executive. If the Company terminates
Executive's employment for "Cause" (defined below) or if Executive terminates his employment voluntarily for any
reason before the end of the then-current Term, Executive will be entitled to receive his Accrued Compensation
through the date his employment terminates in addition to his pro rata bonus. In the event the Company
terminates Executive's employment for Cause any time on or prior to the second anniversary of the Effective
Date, the Company's right to repurchase Grant Shares issued to Executive shall be limited to Grant Shares issued
to Executive pursuant to
Section 5(b) (2) and Section 5 (b) (3) as herein above mentioned. For purposes of this Agreement, the Company
may terminate Executive's employment for "Cause" if: (1) Executive is engaged in misconduct which is materially
injurious to the Company or its affiliates; (2) perpetration by Executive of an intentional and knowing fraud against
or affecting the Company or any customer, client, agent or employee of the Company or any of its affiliates; or
(3) Executive's commission of a felony or a crime involving fraud, dishonesty or moral turpitude. In order for
Executive to terminate his employment voluntarily Executive must provide sixty (60) calendar days written notice
to the Company of such termination pursuant to Section 18 hereof.

(d) Termination by the Company Without Cause. If Executive's employment is terminated by the Company
without "Cause" then Executive will be entitled to receive (1) Accrued Compensation through the termination
date; (2) a single sum payment equal to one million dollars ($1,000,000); and (3) reimbursement for the cost of
up to the first twelve months of continuing group health plan coverage which Executive and his covered
dependents receive pursuant to COBRA.

8. Restrictive Covenants.

(a) Nondisclosure of Confidential Information. Executive acknowledges that, during the course of his employment
hereunder, he will have access to confidential and proprietary information, documents and other materials relating
to the Company and its affiliates which are not generally known to persons outside the Company or its affiliates
(whether conceived or developed by Executive or others) and confidential information, documents and other
materials entrusted to the Company or its affiliates by third parties, including, without limitation, financial
information, trade secrets, techniques, know-how, marketing and other business plans, data, strategies and
forecasts, and the substance of arrangements and agreements with customers, suppliers and others (collectively,
"Confidential Information"). Any Confidential Information conceived or developed by Executive during the period
of his employment will be the exclusive property of the Company. Except as specifically authorized by the
Company, Executive will not (during or after his employment hereunder) disclose Confidential Information to any
third person, firm or entity or use Confidential Information for his own purposes or for the benefit of any third
person, firm or

                                                         4
entity other than (1) as may be legally required in response to any summons, order or subpoena issued by a court
or governmental agency, or (2) Confidential Information which is or becomes available to the general public
through no act or failure to act by Executive.

(b) Non-Competition. During Executive's employment by the Company hereunder and during a period of three
(3) years following the date of termination of his employment with the Company , the Executive will not, directly
or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise,
or through any other "person" (which, for purposes of this subsection, shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or
political subdivision thereof), compete in any state or territory of the United States or any geographic area outside
of the United States with the Company in any business involving products similar in nature to those designed,
manufactured or sold by the Company

(c) Non-Solicitation. During Executive's employment by the Company hereunder and during a period of two (2)
years following the date of termination of his employment with the Company, Executive will not, directly or
indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or
through any other "person" (which, for purposes of this subsection, shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or
political subdivision thereof), (1) hire or attempt to hire any employee of the Company or any affiliate of the
Company or any person who was an employee of the Company or any affiliate of the Company at any time
during the twelve months immediately prior to the termination of Executive's employment with the Company,
assist in such hiring by any other person, encourage any such employee to terminate his relationship with the
Company or any affiliate of the Company; (2) directly or indirectly, request or cause customers, suppliers or
other parties with whom the Company or any of its affiliates has a business relationship to cancel or terminate any
such business relationship with the Company or any of its affiliates; and (3) solicit from a customer of the
Company or its affiliates any business which is competing with or related to the business of the Company or its
affiliates, or with the products or services of the Company or its affiliates.

(d) No Other Remuneration; No Disparagement. Executive covenants and agrees that during his employment by
the Company he will not directly or indirectly receive any remuneration from the Company or anyone connected
with the Company except as provided pursuant to the terms of this Agreement or otherwise approved by the
Board of Directors in writing. Executive further covenants and agrees that at no time during or after his
employment by the Company will the Executive disparage the Company or any of its Affiliates, shareholders,
directors, officers, employees, or agents.

(e) Reasonableness of Restrictive Covenants. Executive acknowledges that the covenants contained in the
preceding subsections of this Section 8 are reasonable in the scope of the activities restricted, the geographic area
covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary
to protect the Company's legitimate interests

                                                         5
in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive
further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants,
the Company would not have entered into this Agreement.

9. Company Property. All records, files, lists, including computer generated lists, drawings, documents,
equipment and similar items related to the Company's business that Executive shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Executive will not copy or cause to be
copied, print out, or cause to be printed out any software, documents or other materials originating with or
belonging to the Company other than in connection with performing his duties. Upon termination of his
employment with the Company, Executive shall promptly return to the Company all property of the Company in
his possession or control and will not retain in his possession or control any software, documents or other
materials originating with or belonging to the Company.

10. Intellectual Property. The Company has hired Executive to work full time so anything Executive produces
during the period of his employment with the Company and applicable to the business of the Company is the
property of the Company. Any writing, invention, design, system, process, development or discovery conceived,
developed, created or made by Executive, alone or with others, during the period of his employment with the
Company and applicable to the business of the Company, whether or not patentable, registerable or
copyrightable, shall become the sole and exclusive property of the Company. Executive shall disclose the same
promptly and completely to the Company, and shall, during the period of his employment with the Company, and
any time and from time to time thereafter, (1) execute all documents reasonably requested by the Company for
the purpose of vesting in the Company the entire right, title and interest in and to the same, (2) execute all
documents reasonably requested by the Company for filing such applications for and procuring all patents,
trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute, and (3)
give the Company all assistance it may reasonably require, including the giving of testimony in any suit, action,
investigation or other proceeding, in order to obtain, maintain, and protect the Company's right therein and
thereto. If such assistance is requested after Executive's employment has terminated, the Company shall pay
Executive reasonable compensation in respect of, and reimburse Executive for Executive's reasonable expenses
incurred in connection with, rendering such assistance and performing such acts. Executive shall not have or claim
any right, title or interest in any trade name, trademark, copyright or other similar rights belonging to or used by
the Company.

11. Litigation Assistance. Executive will cooperate with the Company, during the term of his employment and
thereafter by making himself reasonably available to testify on behalf of the Company or any subsidiary or affiliate
of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to
reasonably assist the Company or any such subsidiary or affiliate in any such action, suit, or proceeding by
providing information and meeting and consulting with the Board or its representatives or counsel, or
representatives or counsel to the Company or any such subsidiary or affiliate, as reasonably requested; provided,
however, that the same does not materially interfere with his then current professional activities. The Company
will reimburse Executive for all expenses reasonably incurred by him in connection with his provision of testimony
or assistance.

12. Severability and Enforcement.

                                                         6
(a) If any one or more of the provisions (or portions thereof) of this Agreement shall for any reason be held by a
final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed replaced by a provision that is
valid, legal and enforceable and that comes closest to expressing the intention of the parties hereto.

(b) Without limiting the generality of Section 12(a), to the extent that any court shall hold that any of the
covenants set forth in Section 8 are unenforceable because they are unreasonable as to scope and/or duration,
then the parties intend that such covenant(s) be reduced in scope and/or duration to the extent required to be held
enforceable.

(c) Executive confirms and agrees that only a monetary remedy for a breach of any of the covenants set forth in
Section 8 would be inadequate, and may be impracticable and difficult to prove, and further agrees that any such
breach would cause the Company irrevocable harm and damage. Accordingly, Executive hereby specifically
agrees that Company shall be entitled to temporary and permanent injunctive relief without the necessity of
proving actual damages as a result of any material breach of Section 8 by Executive.

13. Resolution of Disputes.

(a) Agreement to Arbitrate; Injunctive Relief. THE PARTIES HERETO AGREE
THAT ANY CLAIM, DEMAND, DISPUTE, ACTION OR CAUSE OF ACTION ARISING UNDER OR
RELATING TO THE TERMS OF THIS EMPLOYMENT AGREEMENT, WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE (COLLECTIVELY, THE "PARTIES' DISPUTES"), SHALL BE
DECIDED, UNLESS OTHERWISE SPECIFICALLY INDICATED HEREIN, BY ARBITRATION
PURSUANT TO THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES
OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA RULES") AS MODIFIED HEREBY, AND
THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS AGREEMENT INCLUDING THIS SECTION WITH THE AMERICAN ARBITRATION
ASSOCIATION (THE "AAA") AS WRITTEN EVIDENCE OF THE AGREEMENT OF THE PARTIES TO
SO ARBITRATE. THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY
UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND
KNOWINGLY AGREE TO THE TERMS OF THIS
SECTION AND AGREE TO ARBITRATE ALL PARTIES' DISPUTES.

(b) Any arbitration pursuant to this Agreement shall take place in Los Angeles, California, before a panel of three
commercially experienced arbitrators appointed in accordance with the AAA Rules or, if the parties to the
arbitration agree, a single retired judge. Notice of any demand for arbitration shall be provided in writing to the
other party and to the AAA (the "Arbitration Notice"). For the purposes of this Agreement, an arbitration shall be
deemed to have been commenced at such time as the Arbitration Notice has been delivered to all the other
parties pursuant to the provisions hereof. The parties shall be entitled to discovery in conjunction with such
arbitration (with the scope of

                                                           7
discovery to be co-extensive with discovery rights applicable to an arbitration pursuant to California Code of
Civil Procedure 1280 et seq.). Any award rendered by the arbitrators (or, if applicable, retired judge) shall be
final and may be enforced in the Superior Court for the State of California for the County of Los Angeles. Each
party shall pay half of the fees and expenses of the arbitrators.

(c) Notwithstanding any other provision of this Section or any other provision of this Agreement, any party hereto
may bring an action for injunctive or other extraordinary relief pursuant to Section 1281.8 of the California Code
of Civil Procedure based upon a breach by another party hereto of this Agreement.

14. Indemnification. To the extent permitted by its Certificate of Incorporation and By-laws and subject to
applicable law, the Company will indemnify, defend and hold Executive harmless from and against any claim,
liability or expense (including reasonable attorneys' fees) made against or incurred by Executive as a result of his
employment with the Company or any subsidiary or other affiliate of the Company, including service as an officer
or director of the Company or any subsidiary or other affiliate of the Company.

15. Assignment; Binding Nature. The services and duties to be performed by Executive hereunder are personal
and may not be assigned. This Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns and Executive and his heirs and representatives.

16. No Impediment to Agreement. Executive covenants that except as otherwise disclosed herein, he is not, as of
the date hereof, and will not be, during the period of his employment hereunder, employed under contract, oral or
written, by any other person, firm or entity, and is not and will not be bound by the provisions of any other
restrictive covenant or confidentiality agreement, and is not aware of any other circumstance or condition (legal,
health or otherwise) which would constitute an impediment to, or restriction upon, his ability to enter into this
Agreement and to perform the duties and responsibilities of his employment hereunder.

17. Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed
to in writing and signed by Executive and an authorized officer of the Company. Except as set forth herein, no
delay or omission to exercise any right, power or remedy accruing to any party shall impair any such right, power
or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver by either
party of any breach by the other party of any condition or provision contained in this Agreement to be performed
by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any
prior or subsequent time. Any waiver must be in writing and signed by Executive or an authorized officer of the
Company, as the case may be.

18. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of
Executive's employment to the extent necessary to the intended preservation of such rights and obligations.

19. Governing Law. This Agreement shall be governed by, construed and interpreted in accordance with the laws
of California.

                                                         8
20. Notices. Any notice given to a party shall be in writing and shall be deemed to have been given when
delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, or express
mail to the recipient at his or its last known address.

21. Withholding. Employer may deduct and withhold from the payments to be made to Employee hereunder any
amounts required to be deducted and withheld by Employer under the provisions of any statute, law, regulation
or ordinance now or hereafter enacted.

22. Entire Agreement. This Agreement contains the entire understanding and agreement between the parties
concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with respect thereto.

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

                                           RONCO CORPORATION

                               By:      /s/ A. Emerson Martin
                                        --------------------------------------

                               Date: __________________________________




                                           RICHARD F. ALLEN, SR.

                                  By:    /s/ Richard F. Allen
                                         ----------------------------------



                                  Date: 6/28/05




                                                         9
         Schedule I

Private Placement Memorandum
            Schedule II

Restricted Stock Purchase Agreement
                                                     Exhibit 10.15

                                         EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made as of the _____ day of June, 2005, by and between RONCO
CORPORATION (formerly known as Fi-Tek VII, Inc.), a Delaware corporation, with principal offices in
Chatsworth, California (the "Company"), and EVAN J. WARSHAWSKY, a resident of the State of California
("Executive").

1. Employment. The Company hereby agrees to employ Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth in this Agreement.

2. Term. The term of Executive's employment under this Agreement (the "Term") shall commence on the date of
the Closing, as defined in that certain Asset Purchase Agreement, dated December 10, 2004, by and among
Ronco Marketing Corporation, a Delaware corporation ("RMC"), and Ronco Inventions, LLC, Popeil
Inventions, Inc., RP Productions, Inc., RMP Family Trust, Gina Wallman and Martin Lescht as co-Trustees of
RMP Family Trust, and Ronald M. Popeil (the "Effective Date"), and, subject to the terms hereof, shall terminate
on the third anniversary of the Effective Date (the "Termination Date"); provided that, the term of this Agreement
will automatically renew for successive one-year periods thereafter (in which case the Termination Date shall be
extended accordingly), unless, at least thirty days prior to the applicable Termination Date, either party gives the
other written notice of nonrenewal. Upon the Effective Date, Ronco Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company (formerly known as Fi-Tek VII, Inc.), a Delaware corporation,
shall have merged with and into RMC pursuant to that certain Agreement and Plan of Merger, dated as of June
_____, 2005, by and among RMC, the Company, certain stockholders of the Company prior to the merger, and
Ronco Acquisition Corp., and Fi-Tek VII, Inc. will have been renamed Ronco Corporation, such that RMC shall
have become a wholly-owned subsidiary of Ronco Corporation.

3. Position and Duties. Executive will serve as the Chief Financial Officer of the Company. Executive will report
directly to both the President and Chief Executive Officer and the Board. Except as otherwise specifically
provided herein, the duties which may be assigned to Executive will be the usual and customary duties of the
offices of chief financial officer and will be consistent with the provisions of the Company's Articles or Certificate
of Incorporation, By-laws and applicable law. At the request of the Board, Executive will serve as an officer or
director of the Company's subsidiaries and other affiliates without additional compensation. Executive will devote
all of his business time and attention to the performance of his obligations, duties and responsibilities under this
Agreement. Executive may engage in personal, charitable, and passive investment activities to the extent such
activities do not conflict or interfere with his obligations to, or his ability to perform the duties and responsibilities
of his employment by, the Company hereunder, as determined by the Board in its discretion.

4. Annual Compensation.

(a) Base Salary. The Company will pay salary to Executive at an annual rate of $200,000, in accordance with its
regular payroll practices. The Board will review Executive's salary at least annually. The Board, acting in its
discretion, may increase (but may not decrease) the annual rate of Executive's salary in effect at any time.

(b) Bonus. For each fiscal year of the Company during the Term, Executive will have an opportunity to earn a
performance bonus ranging from $0 to $300,000, determined in the sole discretion of the Board based upon
such criteria as it deems appropriate. It is anticipated that by or as soon as
practicable after the beginning of each year, the Board will communicate performance criteria that it may take into
account, in whole or in part, for determining bonuses for that year. Annual incentive compensation, if any, will be
determined by the Board, in its sole discretion, and paid as soon as practicable after the end of the year.

5. Additional Compensation.

(a) Transaction Bonus. The Company will pay Executive a bonus equal to $150,000 in consideration of
Executive's efforts in assisting the Company with respect to the transactions and financing required to effect the
Closing. The Transaction Bonus will become payable in cash on the Effective Date.

(b) Grant of Restricted Shares. Promptly following the Effective Date, the Company will issue and sell to
Executive 160,063 shares of the Company's common stock pursuant to a Restricted Stock Purchase Agreement
in substantially the form attached hereto as Schedule III (the "Grant Shares") at a price of $0.01 per share. The
Grant Shares shall be subject to an option of the Company to repurchase the Grant Shares at $0.01 per share
exercisable (i) if the Executive should elect terminate his employment voluntarily or (ii) upon termination of
Executive's employment for "Cause" (as defined hereunder), which option shall lapse with respect to 50% of the
Grant Shares on the Effective Date and 25% of the Grant Shares on each of the first two anniversaries of the
Effective Date.

6. Employee Benefit Programs and Perquisites.

(a) General. Executive will be entitled to participate in such qualified and nonqualified employee pension plans,
group health, long term disability and group life insurance plans, and any other welfare and fringe benefit plans,
arrangements, programs and perquisites sponsored or maintained by the Company from time to time for the
benefit of its employees generally or its senior executives generally.

(b) Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out his
duties and responsibilities under this Agreement and the Company will promptly reimburse him for all expenses
that are so incurred upon presentation of appropriate vouchers or receipts, subject to the Company's expense
reimbursement policies applicable to senior executive officers generally.

(c) Automobile-Related Expenses. During the term of this Agreement, the Company will provide Executive with
the use of an automobile of Executive's choice. The Company will cover the reasonable "drive-off" costs, monthly
lease payments of up to $750 per month, registration fees, fuel, maintenance and insurance costs of such
automobile. Executive will have the option to purchase the automobile at the end of the lease term per the
purchase provision within the lease contract.

(d) Location of Employment. Executive's place of employment during the Term will be at the principal office of
the Company, which is presently in the Los Angeles, California metropolitan area, subject to the need for
business travel in connection with Company business.

7. Termination of Employment.

(a) Death. If Executive's employment with the Company terminates before the end of the then current Term by
reason of his death, then (1) as soon as practicable thereafter, the Company will pay to his estate an amount
equal to his "Accrued Compensation" (defined below) through the date of death, and (2) the Company will pay
or reimburse Executive's spouse and covered dependents for the cost of the first six months of continuing group
health plan coverage which they receive pursuant to COBRA. For the purposes of this Agreement, the term
"Accrued Compensation" means, as of any date, the amount of any unpaid salary

                                                          2
earned by Executive through that date, plus any additional amounts and/or benefits payable to or in respect of
Executive under and in accordance with the provisions of any employee plan, program or arrangement under
which Executive is covered.

(b) Disability. Company agrees to assist Executive in meeting the contingency of disability. The Company deems
it to be in its best interest to establish a sick pay or disability plan to provide Executive's salary continuation or
sick pay benefits in the event of absence from work due to accident, injury, or sickness by way of paying the
premium of an insurance policy, which will pay Executive no less than Executive's then-base salary per month for
the duration of the remaining portion of the Term of this Agreement. If the Company terminates Executive's
employment by reason of Executive's "Disability" (defined below), then (1) as soon as practicable thereafter,
Executive will be entitled to receive his Accrued Compensation through the date his employment terminates, and
(2) the Company will pay or reimburse Executive for the cost of the first twelve months of continuing group health
plan coverage which he and his covered dependents receive pursuant to COBRA. For purposes of this
Agreement, the term "Disability" means the inability of Executive to substantially perform the customary duties and
responsibilities of his employment by the Company for a period of at least 120 consecutive days by reason of a
physical or mental illness or incapacity which is expected to result in death or last indefinitely.

(c) Termination by the Company for Cause or Voluntary Termination by Executive. If the Company terminates
Executive's employment for "Cause" (defined below) or if Executive terminates his employment voluntarily for any
reason before the end of the then-current Term, Executive will be entitled to receive his Accrued Compensation
through the date his employment terminates, including his pro rata bonus. For purposes of this Agreement, the
Company may terminate Executive's employment for "Cause" if: (1) Executive engages in misconduct which is
materially injurious to the Company or its affiliates, (2) Executive perpetrates an intentional and knowing fraud
against or affecting the Company or any customer, client, agent or employee of the Company or any of its
affiliates,
(3) Executive breaches any of his obligations or covenants contained in this Agreement during the Term, which
breach (if curable) is not cured within ten days following notice from the Company, or (4) Executive commits a
felony or crime involving fraud, dishonesty or moral turpitude. In order for Executive to terminate his employment
voluntarily, Executive must provide sixty (60) calendar days written notice to the Company of such termination
pursuant to Section 18 hereof.

(d) Termination by the Company Without Cause. If Executive's employment is terminated by the Company
without "Cause" then Executive will be entitled to receive (1) Accrued Compensation through the termination
date; (2) a single sum payment equal to the number three multiplied by the annualized base salary received by
Executive at the time of such termination; and (3) reimbursement for the cost of up to the first twelve months of
continuing group health plan coverage which Executive and his covered dependents receive pursuant to COBRA.

8. Restrictive Covenants.

(a) Nondisclosure of Confidential Information. Executive acknowledges that, during the course of his employment
hereunder, he will have access to confidential and proprietary information, documents and other materials relating
to the Company and its affiliates which are not generally known to persons outside the Company or its affiliates
(whether conceived or developed by Executive or others) and confidential information, documents and other
materials entrusted to the Company or its affiliates by third parties, including, without limitation, financial
information, trade secrets, techniques, know-how, marketing and other business plans, data, strategies and
forecasts, and the substance of arrangements and agreements with customers, suppliers and others (collectively,
"Confidential Information"). Any Confidential Information conceived or developed by Executive during the period
of his employment will be

                                                          3
the exclusive property of the Company. Except as specifically authorized by the Company, Executive will not
(during or after his employment hereunder) disclose Confidential Information to any third person, firm or entity or
use Confidential Information for his own purposes or for the benefit of any third person, firm or entity other than
(1) as may be legally required in response to any summons, order or subpoena issued by a court or governmental
agency, or (2) Confidential Information which is or becomes available to the general public through no act or
failure to act by Executive.

(b) Non-Competition. During Executive's employment by the Company hereunder and during a period of two (2)
years following the date of termination of his employment with the Company according to Section 7(c), or one
(1) years following the date of termination of his employment with the Company according to Section 7(d), the
Executive will not, directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee,
co-venturer or otherwise, or through any other "person" (which, for purposes of this subsection, shall mean an
individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated
organization, or a government or political subdivision thereof), compete in any state or territory of the United
States or any geographic area outside of the United States with the Company in any business involving kitchen
products that are similar in nature to those designed, manufactured or sold by the Company. The restriction on
competition for the purposes of this Agreement shall not include the passive ownership of securities in any public
enterprise and exercise of rights appurtenant thereto, so long as such securities represent no more than two
percent (2%) of the voting power of all securities of such enterprise and do not include active management or
effective control of said enterprise, or the indirect ownership of securities through ownership of shares in a
registered investment company.

(c) Non-Solicitation. During Executive's employment by the Company hereunder and during a period of two (2)
years following the date of termination of his employment with the Company, Executive will not, directly or
indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or
through any other "person" (which, for purposes of this subsection, shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or
political subdivision thereof), (1) hire or attempt to hire any employee of the Company or any affiliate of the
Company or any person who was an employee of the Company or any affiliate of the Company at any time
during the twelve months immediately prior to the termination of Executive's employment with the Company,
assist in such hiring by any other person, encourage any such employee to terminate his relationship with the
Company or any affiliate of the Company; (2) directly or indirectly, request or cause customers, suppliers or
other parties with whom the Company or any of its affiliates has a business relationship to cancel or terminate any
such business relationship with the Company or any of its affiliates; and (3) solicit from a customer of the
Company or its affiliates any business which is competing with or related to the business of the Company or its
affiliates, or with the products or services of the Company or its affiliates.

(d) No Other Remuneration; No Disparagement. Executive covenants and agrees that during his employment by
the Company he will not directly or indirectly receive any remuneration from the Company or anyone connected
with the Company except as provided pursuant to the terms of this Agreement or otherwise approved by the
Board of Directors in writing. Executive further covenants and agrees that at no time during or after his
employment by the Company will the Executive disparage the Company or any of its Affiliates, shareholders,
directors, officers, employees, or agents.

(e) Reasonableness of Restrictive Covenants. Executive acknowledges that the covenants contained in the
preceding subsections of this Section 8 are reasonable in the scope of the activities restricted, the geographic area
covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary
to protect the Company's legitimate interests

                                                         4
in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive
further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants,
the Company would not have entered into this Agreement.

9. Company Property. All records, files, lists, including computer generated lists, drawings, documents,
equipment and similar items related to the Company's business that Executive shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Executive will not copy or cause to be
copied, print out, or cause to be printed out any software, documents or other materials originating with or
belonging to the Company other than in connection with performing his duties. Upon termination of his
employment with the Company, Executive shall promptly return to the Company all property of the Company in
his possession or control and will not retain in his possession or control any software, documents or other
materials originating with or belonging to the Company.

10. Intellectual Property. The Company has hired Executive to work full time so anything Executive produces
during the period of his employment with the Company and applicable to the business of the Company is the
property of the Company. Any writing, invention, design, system, process, development or discovery conceived,
developed, created or made by Executive, alone or with others, during the period of his employment with the
Company and applicable to the business of the Company, whether or not patentable, registerable or
copyrightable, shall become the sole and exclusive property of the Company. Executive shall disclose the same
promptly and completely to the Company, and shall, during the period of his employment with the Company, and
any time and from time to time thereafter, (1) execute all documents reasonably requested by the Company for
the purpose of vesting in the Company the entire right, title and interest in and to the same, (2) execute all
documents reasonably requested by the Company for filing such applications for and procuring all patents,
trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute, and (3)
give the Company all assistance it may reasonably require, including the giving of testimony in any suit, action,
investigation or other proceeding, in order to obtain, maintain, and protect the Company's right therein and
thereto. If such assistance is requested after Executive's employment has terminated, the Company shall pay
Executive reasonable compensation in respect of, and reimburse Executive for Executive's reasonable expenses
incurred in connection with, rendering such assistance and performing such acts. Executive shall not have or claim
any right, title or interest in any trade name, trademark, copyright or other similar rights belonging to or used by
the Company.

11. Litigation Assistance. Executive will cooperate with the Company, during the term of his employment and
thereafter by making himself reasonably available to testify on behalf of the Company or any subsidiary or affiliate
of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to
reasonably assist the Company or any such subsidiary or affiliate in any such action, suit, or proceeding by
providing information and meeting and consulting with the Board or its representatives or counsel, or
representatives or counsel to the Company or any such subsidiary or affiliate, as reasonably requested; provided,
however, that the same does not materially interfere with his then current professional activities. The Company
will reimburse Executive for all expenses reasonably incurred by him in connection with his provision of testimony
or assistance.

12. Severability and Enforcement.

(a) If any one or more of the provisions (or portions thereof) of this Agreement shall for any reason be held by a
final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed replaced by a provision that is
valid, legal and enforceable and that comes closest to expressing the intention of the parties hereto.

                                                           5
(b) Without limiting the generality of Section 12(a), to the extent that any court shall hold that any of the
covenants set forth in Section 8 are unenforceable because they are unreasonable as to scope and/or duration,
then the parties intend that such covenant(s) be reduced in scope and/or duration to the extent required to be held
enforceable.

(c) Executive confirms and agrees that only a monetary remedy for a breach of any of the covenants set forth in
Section 8 would be inadequate, and may be impracticable and difficult to prove, and further agrees that any such
breach would cause the Company irrevocable harm and damage. Accordingly, Executive hereby specifically
agrees that Company shall be entitled to temporary and permanent injunctive relief without the necessity of
proving actual damages as a result of any material breach of Section 8 by Executive.

13. Resolution of Disputes.

(a) Agreement to Arbitrate; Injunctive Relief. THE PARTIES HERETO AGREE
THAT ANY CLAIM, DEMAND, DISPUTE, ACTION OR CAUSE OF ACTION ARISING UNDER OR
RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE (COLLECTIVELY, THE "PARTIES' DISPUTES"), SHALL BE DECIDED BY
ARBITRATION PURSUANT TO THE NATIONAL RULES FOR THE RESOLUTION OF
EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA RULES") AS
MODIFIED HEREBY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT INCLUDING THIS SECTION WITH THE
AMERICAN ARBITRATION ASSOCIATION (THE "AAA") AS WRITTEN EVIDENCE OF THE
AGREEMENT OF THE PARTIES TO SO ARBITRATE. THE PARTIES HERETO ACKNOWLEDGE
THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS
SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT
THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS
SECTION AND AGREE TO ARBITRATE ALL PARTIES' DISPUTES.

(b) Any arbitration pursuant to this Agreement shall take place in Los Angeles, California, before a panel of three
commercially experienced arbitrators appointed in accordance with the AAA Rules or, if the parties to the
arbitration agree, a single retired judge. Notice of any demand for arbitration shall be provided in writing to the
other party and to the AAA (the "Arbitration Notice"). For the purposes of this Agreement, an arbitration shall be
deemed to have been commenced at such time as the Arbitration Notice has been delivered to all the other
parties pursuant to the provisions hereof. The parties shall be entitled to discovery in conjunction with such
arbitration (with the scope of discovery to be co-extensive with discovery rights applicable to an arbitration
pursuant to California Code of Civil Procedure 1280 et seq.). Any award rendered by the arbitrators (or, if
applicable, retired judge) shall be final and may be enforced in the Superior Court for the State of California for
the County of Los Angeles. Each party shall pay half of the fees and expenses of the arbitrators.

(c) Notwithstanding any other provision of this Section or any other provision of this Agreement, any party hereto
may bring an action for injunctive or other extraordinary relief pursuant to Section 1281.8 of the California Code
of Civil Procedure based upon a breach by another party hereto of this Agreement.

14. Indemnification. To the extent permitted by its Certificate of Incorporation and By-laws and subject to
applicable law, the Company will indemnify, defend and hold Executive harmless from and against any claim,
liability or expense (including reasonable attorneys' fees) made against or

                                                        6
incurred by Executive as a result of his employment with the Company or any subsidiary or other affiliate of the
Company, including service as an officer or director of the Company or any subsidiary or other affiliate of the
Company.

15. Assignment; Binding Nature. The services and duties to be performed by Executive hereunder are personal
and may not be assigned. This Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns and Executive and his heirs and representatives.

16. No Impediment to Agreement. Executive covenants that except as otherwise disclosed herein, he is not, as of
the date hereof, and will not be, during the period of his employment hereunder, employed under contract, oral or
written, by any other person, firm or entity, and is not and will not be bound by the provisions of any other
restrictive covenant or confidentiality agreement, and is not aware of any other circumstance or condition (legal,
health or otherwise) which would constitute an impediment to, or restriction upon, his ability to enter into this
Agreement and to perform the duties and responsibilities of his employment hereunder.

17. Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed
to in writing and signed by Executive and an authorized officer of the Company. Except as set forth herein, no
delay or omission to exercise any right, power or remedy accruing to any party shall impair any such right, power
or remedy or shall be construed to be a waiver of or an acquiescence to any breach hereof. No waiver by either
party of any breach by the other party of any condition or provision contained in this Agreement to be performed
by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any
prior or subsequent time. Any waiver must be in writing and signed by Executive or an authorized officer of the
Company, as the case may be.

18. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of
Executive's employment to the extent necessary to the intended preservation of such rights and obligations.

19. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the
laws of California without reference to principles of conflict of laws.

20. Notices. Any notice given to a party shall be in writing and shall be deemed to have been given when
delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, or express
mail to the recipient at his or its last known address.

21. Withholding. Employer may deduct and withhold from the payments to be made to Employee hereunder any
amounts required to be deducted and withheld by Employer under the provisions of any statute, law, regulation
or ordinance now or hereafter enacted.

22. Entire Agreement. This Agreement contains the entire understanding and agreement between the parties
concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with respect thereto.

                                                         7
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.

                                       RONCO CORPORATION

                               By:      /s/ A. Emerson Martin
                                        -----------------------------
                               Date:    _____________________________




                                       EVAN J. WARSHAWSKY

                               By:      /s/ Evan J. Warshawsky
                                        -----------------------------
                               Date:    _____________________________




                                                  8
         Schedule I

Private Placement Memorandum
            Schedule II

Restricted Stock Purchase Agreement
TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of June 30, 2005, is entered into by and among
Ronco Inventions, LLC, a California limited liability company ("Inventions"), Popeil Inventions, Inc., a Nevada
corporation ("Popeil Inc."), and RP Productions, Inc. ("RP") (Inventions, Popeil Inc. and RP being collectively
referred to herein as "Corporate Sellers") and Ronco Marketing Corporation, a Delaware corporation
("Purchaser").

                                               BACKGROUND

A. Corporate Sellers and Purchaser, together with other parties, have entered into an Asset Purchase
Agreement, dated December 10, 2004, as amended and supplemented to the date hereof (the "Asset Purchase
Agreement"), pursuant to which Purchaser has agreed to purchase from Corporate Sellers and from certain other
seller parties certain assets of the business of Corporate Sellers as set forth in the Asset Purchase Agreement.

B. In connection with the Asset Purchase Agreement, Corporate Sellers and Purchaser desire to enter into this
Agreement to set forth their mutual understanding and agreement concerning the handling and transfer to
Purchaser of certain amounts on deposit from time to time after the Closing in certain bank accounts of
Corporate Sellers maintained at Mellon 1st Business Bank, N.A. ("Mellon Bank") all as provided herein.
C. All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Asset
Purchase Agreement.

                                                AGREEMENT

In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Cash in Seller Accounts. Until all checks or other debits written or initiated prior to the Closing against
amounts in the accounts of Corporate Sellers at Mellon Bank listed on Schedule A hereto (the "Seller Accounts")
have cleared, but in no event later than August 15, 2005 (the period from the Closing to August 15, 2005 being
referred to as the "Transition Period"), Corporate Sellers shall (i) maintain the existence of the Seller Accounts,
(ii) permit such uncleared checks or debits to clear or otherwise be processed through the Seller Accounts in the
ordinary course, and (iii) provide Purchaser with weekly reports of the amounts on deposit in the Seller Accounts
and the withdrawals from such accounts with respect to such checks or debits. Purchaser and its representatives
shall not access the Seller Accounts or withdraw any amounts on deposit in such accounts during the Transition
Period. At the conclusion of the Transition Period, Corporate Sellers shall cause all amounts remaining on deposit
in the Seller Accounts, less (a) the amount (if any) necessary to cover any such checks or debits that have not
cleared as of such time and (b) the amount of any Collateral (as defined below) that is subject to a security
interest in favor of Mellon Bank as of such time, to be transferred to Purchaser, as reasonably directed by
Purchaser and at Purchaser's sole cost and
expense. Purchaser shall promptly reimburse Corporate Sellers for all costs associated with the Seller Accounts
incurred during the Transition Period.

2. Collateral for Letters of Credit. Purchaser acknowledges that, pursuant to a termination letter dated as of June
29, 2005 from Mellon Bank, Mellon Bank has retained a security interest in $150,616.96 (the "Collateral") as
collateral for certain letters of credit, and such Collateral is and may continue to be on deposit in one or more of
the Seller Accounts. Notwithstanding anything to the contrary in this Agreement, Corporate Sellers shall not be
required to deliver the Collateral to Purchaser until such time as Mellon Bank has acknowledged in writing that it
has released all of its interest in and to such Collateral. Upon such release, Corporate Sellers shall use
commercially reasonable efforts to arrange for the transfer of such Collateral to Purchaser, as reasonably directed
by Purchaser and at Purchaser's sole cost and expense.

3. Post-Closing Deposits to Seller Accounts. During the Transition Period, to the extent any additional amounts
are deposited into the Seller Accounts as a result of or with respect to operations of the Purchaser, whether by
automatic deposit of credit card payments resulting from sales by Purchaser or otherwise, (the "Deposits"),
Corporate Sellers shall use commercially reasonable efforts to arrange for the transfer of such Deposits to
Purchaser, as reasonably directed by Purchaser and at Purchaser's sole cost and expense, within one Business
Day of the date each such Deposit was made.

4. Establishment of Bank Accounts. As promptly as practicable following the Closing, but in any event within 15
days of the Closing, Purchaser shall establish accounts for its operations in its own name at one or more financial
institutions, including but not limited to accounts into which automatic deposits of credit card payments may be
made, and shall arrange for all deposits being made or otherwise directed to the Seller Accounts to be made to
such accounts of Purchaser, such that no further Deposits relating to Purchaser or its business shall be made to
the Seller Accounts after the Transition Period.

5. Further Assurances. During the Transition Period, each of Corporate Sellers and Purchaser shall cooperate
with each other, and take such further actions and do such additional things, as may reasonably necessary in
order to effectuate the agreements herein.

6. Miscellaneous.

(a) This Agreement, and all rights and obligations hereunder, shall not be assigned by any of the parties hereto to
any third party, by operation of law or otherwise, without the prior written consent by the other parties. Any
permitted assignment shall be subject to and conditioned on the issuance of any governmental validations,
authorizations, licenses or rulings then required under applicable law in connection with such assignment.

(b) All notices required or permitted by this Agreement shall be given in accordance with the terms of the Asset
Purchase Agreement.

(c) Subject to paragraph (h) of this Section, this Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.

                                                         2
(d) The validity, construction and performance of this Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.

(e) This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived,
in whole or in part, except by written amendment signed by the parties hereto.

(f) The waiver, express or implied, by any of the parties hereto of any right hereunder or of any failure to perform
or breach hereof by the other party shall not constitute or be deemed a waiver of any other right hereunder or of
any other failure to perform or breach hereof by such other party(s), whether of a similar or dissimilar nature.

(g) In the event that any of the terms of this Agreement are in conflict with any rule of law or statutory provision
or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such
terms shall be deemed stricken from this Agreement, but such invalidity or unenforceability shall not invalidate any
of the other terms of this Agreement and this Agreement shall continue in force.

(h) Notwithstanding anything herein, if any provision of this Agreement shall be in conflict with or in contravention
of any term or provision of the Asset Purchase Agreement, then such term or provision of the Asset Purchase
Agreement shall govern and control, and nothing herein shall be deemed to alter, modify, limit, override or in any
way affect any term, condition or provision of the Asset Purchase Agreement.

(i) Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedures set
forth in Section 11.10 of the Asset Purchase Agreement, which section shall be incorporated herein by reference.
In the event of any arbitration or other action for the breach of this Agreement or misrepresentation by any party,
the prevailing party in such arbitration or other action shall be entitled, in addition to all other relief, to reasonable
attorneys' and experts' fees relating to such arbitration or other action, including attorneys' and experts' fees
incurred in any proceeding to compel arbitration. The non-prevailing party shall be responsible for all costs of the
arbitration or litigation, including but not limited to, the arbitration fees, court reporter fees, and other fees and
costs.

(j) This Agreement may be executed in counterparts, each of which shall be deemed an original, but which
together shall constitute one and the same instrument.

[remainder of page intentionally left blank]

                                                            3
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year
first above written.

                                     CORPORATE SELLERS:

                                    RONCO INVENTIONS, LLC

                                                 By:

Name:


                                                 Title:

                                    POPEIL INVENTIONS, INC.

                                                 By:

Name:


                                                 Title:

                                     RP PRODUCTIONS, INC.

                                                 By:

Name:


                                                 Title:

                                           PURCHASER:

                             RONCO MARKETING CORPORATION

                                                 By:

Name:


                                                 Title:

                                        S-1 Transition Services
                                             Agreement
                                           RONCO CORPORATION

                              CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors of Ronco Corporation (with its subsidiaries, the "Company") has adopted this code of
ethics (this "Code") to:

o promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;

o promote full, fair, accurate, timely and understandable disclosure;

o promote compliance with applicable laws and governmental rules and regulations;

o ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets
and confidential information; and

o deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar with the Code and to adhere to
those principles and procedures set forth in the Code that apply to them.

For the purposes of this Code, the "Code of Ethics Contact Person" will be the Company's CFO or General
Counsel.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive
officers or directors of the Company may be made only by the Board of Directors and must be promptly
disclosed as required by SEC or Nasdaq rules. Any waiver for other employees may be made only by the Audit
Committee..

I. Honest and Candid Conduct

Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among
other things, being honest and candid.

Each director, officer and employee must:

o Act with integrity, including being honest and candid while still maintaining the confidentiality of information
where required or consistent with the Company's policies.

o Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and
Company policies.

o Adhere to a high standard of business ethics.
II. Conflicts of interest

A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the
interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or
has interests that may make it difficult to perform his or her Company work objectively and effectively. Any
material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should
be discussed with the Code of Ethics Contact Person.

Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest
should, whenever possible, be avoided.

In particular, clear conflict of interest situations involving directors and executive officers may include the
following:

o any significant ownership interest in any supplier or customer;

o any consulting or employment relationship with any customer, supplier or competitor;

o any outside business activity that detracts from an individual's ability to devote appropriate time and attention to
his or her responsibilities with the Company;

o the receipt of non-nominal gifts or excessive entertainment from any company with which the Company has
current or prospective business dealings;

o being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of
any immediate family member; and

o selling anything to the Company or buying anything from the Company, except on the same terms and
conditions as comparable directors, officers or employees are permitted to so purchase or sell.

Such situations, if material, should always be discussed with the Code of Ethics Contact Person.

Anything that would present a conflict for a director, officer or employee would likely also present a conflict if it is
related to a member of his or her family.

III. Disclosure

Each director, officer or employee involved in the Company's disclosure process, including the Chief Executive
Officer, the Chief Financial Officer and the Chief Accounting Officer is required to be familiar with and comply
with the Company's disclosure controls and procedures and internal control over financial reporting, to the extent
relevant to his or her area of responsibility, so that the Company's public reports and documents filed with the
Securities and Exchange Commission ("SEC") comply in all material respects with the applicable federal
securities laws and SEC rules. In addition, each such person having
direct or supervisory authority regarding these SEC filings or the Company's other public communications
concerning its general business, results, financial condition and prospects should, to the extent appropriate within
his or her area of responsibility, consult with other Company officers and employees and take other appropriate
steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director, officer or employee who is involved in the Company's disclosure process, including without
limitation the Senior Financial Officers, must:

o Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the
business and financial operations of the Company.

o Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether
within or outside the Company, including to the Company's independent auditors, governmental regulators and
self-regulatory organizations.

o Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where
appropriate, delegate this task to others).

IV. Compliance

It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal
responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those
laws, rules and regulations.

It is against Company policy and in many circumstances illegal for a director, officer or employee to profit from
undisclosed information relating to the Company or any other company. Any director, officer or employee may
not purchase or sell any of the Company's securities while in possession of material nonpublic information relating
to the Company. Also, any director, officer or employee may not purchase or sell securities of any other
company while in possession of any material nonpublic information relating to that company.

Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any
Company securities, should consult with the Company's legal counsel before making any such purchase or sale.

V. Reporting and Accountability

The Audit Committee or the Board of Directors is responsible for applying this Code to specific situations in
which questions are presented to it and has the authority to interpret this Code in any particular situation. Any
director, officer or employee who becomes aware of any existing or potential violation of this Code is required to
notify the Code of Ethics Contact Person promptly. Failure to do so is itself a violation of this Code.

Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of
Ethics Contact Person.
Each director, officer or employee must:

o Notify the Code of Ethics Contact Person promptly of any existing or potential violation of this Code.

o Not retaliate against any other director, officer or employee for reports of potential violations that are made in
good faith.

The Audit Committee or Board of Directors shall take all action they consider appropriate to investigate any
violations reported to them. If a violation has occurred, the Company will take such disciplinary or preventive
action as it deems appropriate.

VI. Corporate Opportunities

Directors, officers and employees owe a duty to the Company to advance the Company's business interests
when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing
to a third party) a business opportunity that is discovered through the use of corporate property, information or
position, unless the Company has already been offered the opportunity and turned it down. More generally,
directors, officers and employees are prohibited from using corporate property, information or position for
personal gain and from competing with the Company.

VII. Confidentiality

In carrying out the Company's business, directors, officers and employees often learn confidential or proprietary
information about the Company, its customers, suppliers, or joint venture parties. Directors, officers and
employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is
authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies,
includes any non-public information that would be harmful to the relevant company or useful or helpful to
competitors if disclosed.

VIII. Fair Dealing

We have a history of succeeding through honest business competition. We do not seek competitive advantages
through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly
with the Company's customers, service providers, suppliers, competitors and employees. No director, officer or
employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information or misrepresentation of material facts.
IX. Protection and Proper Use of Company Assets

All directors, officers and employees should protect the Company's assets and ensure their efficient use. All
Company assets should be used only for legitimate business purposes.
Exhibit 21.1

                          SUBSIDIARIES OF RONCO CORPORATION

Name of Subsidiary State of Incorporation
Ronco Marketing Corporation Delaware
EXHIBIT 31.1

CERTIFICATION

I, Richard F. Allen, Sr., certify that:

1. I have reviewed this annual report on Form 10-K of Ronco Corporation;

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 we
have:

a) designed such disclosure controls and procedures, or cause 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 auditors 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 controls over financial reporting.

                                            Date: November [__], 2005.

                                            /s/    Richard F. Allen, Sr.

                                            Chief Executive Officer
EXHIBIT 31.2

CERTIFICATION

I, Evan J. Warshawsky , certify that:

1. I have reviewed this annual report on Form 10-K of Ronco Corporation;

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 we
have:

a) designed such disclosure controls and procedures, or cause 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 auditors 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 controls over financial reporting.

                                              Date: November___, 2005.

                                              /s/   Evan J. Warshawsky
                                              Chief Financial Officer
EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ronco Corporation (the "Company") for the period from
October 15, 2004 (Date of Inception) to June 30, 2005, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard F. Allen, Sr., Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

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

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

                                                             /s/ Richard F. Allen, Sr.
                                                            -------------------------
                                                            Richard F. Allen, Sr.

                           November    , 2005




The foregoing certification is made solely for the purpose of 18 U. S.C. Section 1350, subject to the knowledge
standard contained therein, and not for any other purpose.
EXHIBIT 32.2

                                       CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ronco Corporation (the "Company") for the period from
October 15, 2004 (Date of Inception) to June 30, 2005, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Evan J. Warshawsky, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

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

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

                                                                /s/ Evan J. Warshawsky
                                                                ----------------------
                                                                  Evan J. Warshawsky

                            November    , 2005




The foregoing certification is made solely for the purpose of 18 U. S.C. Section 1350, subject to the knowledge
standard contained therein, and not for any other purpose.

								
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