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Television Marketing Agreement - SOURCE DIRECT HOLDINGS INC - 9-10-2004

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Television Marketing Agreement - SOURCE DIRECT HOLDINGS INC - 9-10-2004 Powered By Docstoc
					                                                 EXHIBIT 10.5

                               TELEVISION MARKETING AGREEMENT

This Agreement made September 9, 2004, between MediaCorp Worldwide, LLC (MCW) located at 6711 W.
121st Street, Overland Park, KS 66209 and Source Direct, located at 2345 N. Woodruff, Idaho Falls, ID
83401.

                                                   RECITALS

WHEREAS, Source Direct herein referenced as Client is the manufacturer of the Simply Wow Cleaner & the
Stain Pen, herein referenced as Product.

WHEREAS, MCW has an interest in marketing the Product through direct response television sales: and

WHEREAS, Client desires to use the services of MCW to perform a television test market and to further market
the Product on television.

NOW THEREFORE, the parties herein mutually agree as follows;

1. Retention of Marketing Services: Client hereby retains MCW, as it's exclusive direct response marketing agent
for the purpose of marketing and selling the Product on television.

2. Services Provided by MCW: With respect to the performance of MCW's duties and services hereunder,
MCW shall:

A. MCW shall produce a direct response television commercial for the Product suitable for broadcast. Said
commercial production to include, creative concept, script, producer/camera crew, two (2) actors or actresses
(additional non-speaking talent available, $250 per actor/actress), talent releases, full post production studio,
professional announcer, and program music. Said commercial shall be sixty-seconds (: 60) in length. MCW shall
keep Client informed and updated as to the progress of the commercial production. In addition, Client shall also
approve the final script prior to the shooting of the commercial. Said commercial shall be completed within thirty
(30) days, weather permitting, from receipt of: signed script approval from Client; Product samples as referenced
in paragraph 3(b); and client footage, stills, logo or props (if applicable). A VHS copy of the finished commercial
shall be delivered to Client for viewing prior to being aired on television.

B. Said commercial shall air on either cable or broadcast networks or a combination, with a consumer
demographic profile suitable for Product sales as available to MCW. The commercial shall air a minimum of 45-
50 times in combined networks or broadcast stations in one metropolitan market. The commercial will air on a
rotator unless otherwise noted between the hours of 6:00 a.m. and 12:00 midnight.

                                        MCW______ CLIENT______
C. Upon completion of a successful test market, MCW and Client shall establish a performance clause in order
to provide exclusivity to MCW. The performance clause shall be based on the test results and will be amended to
this agreement. MCW shall have the option to market the Product via direct response television exclusively for
nine (9) months. MCW will have the rights to the commercial and will bear the expenses for a national or regional
television marketing campaign. .

D. Client owns the commercial produced. During the term of this agreement, MCW retains use of the commercial
for short form direct response television marketing.

E. Following the test market, MCW shall purchase the Product from Client, at the wholesale price as follows:
2,500--$8.18, 9,500--$7.79 and 35,000--$7.42 F.O.B. Client's warehouse. Payment Terms: net 15 days

F. MCW will maintain an 800 number and twenty-four hour operators to process all incoming orders generated
from Client's commercial. MCW shall retain two dollars ($2.00) for each order processed as a telemarketing fee.
The telemarketing fee shall be included and deducted from the Shipping and Handling charges collected from the
consumer.

G. MCW shall process all credit card orders to include VISA, MASTERCARD, Discover, and American
Express.

H. MCW shall ship the ordered Product to the end-consumer. The shipping charges will be included and
deducted from the Shipping and Handling charges.

I. Reimbursement for defective goods will be deducted at time of payment to Client.

3. Obligations: Throughout the term of this Agreement, Client shall:

A. In consideration of MCW providing commercial production, air time and other services as outlined in the
Agreement; Client will pay to MCW the sum of $10,000 (U.S. dollars) upon execution hereof.

B. Client shall supply five (5) samples of the Product to facilitate the production of the commercial. MCW shall
not be liable for the return of these samples.

C. Client must invoice MCW for all Purchase Orders to receive payment.

4. Product Price and Profits-See Schedule A

                                        MCW______ CLIENT______

                                                         2
5. Confidentiality/Non-Competition

A. MCW agrees to keep all information regarding Client's business activities, sales figures, and other trade
secrets confidential and to not disclose any proprietary information to any third party other than MCW's
employees, and MCW's authorized distributors, without the prior written consent of Client.

B. Client agrees not to contact or otherwise be involved in any transaction with any company, or television
related business for the purpose of direct response television marketing in competition with MCW. Further Client
agrees not to contact any subcontractor introduced or utilized by MCW, during the term of this Agreement.

6. Term: The Agreement shall be for a term not to exceed one year commencing on the date hereof.

7. Entire Agreement: Client understands that MCW is conducting a television test market on Client's Product and
there have been no promises made verbally or otherwise as to the number of sales, if any, that will result from
said television test market. This Agreement represents the entire Agreement between the parties and supersedes
all prior oral and written agreements. This Agreement may not be modified or amended, except by an addendum
to this Agreement signed by each of the parties hereto. Furthermore, the undersigned represents that they have
read and understood the terms of this agreement before signing it.

8. Expiration: This agreement is valid for a period of 14 days beginning September 9, 2004. If not executed by
both parties within this time the agreement shall become null and void.

IN WITNESS WHEROF, the parties have executed this document.

                      MediaCorp Worldwide LLC                             Source Direct




                      BY: /S/ Michael Keller                         BY: /S/ Deren Smith
                          ----------------------                         ---------------
                          Michael Keller                                 Deren Smith
                          Director of Operations


                      DATE: August 10, 2004                        DATE: August 10, 2004




                                                        3
                                                 SCHEDULE A

During the test market, the parties shall price the Product and divide the revenues from Product sales as set forth
below.

Product: Simply Wow Cleaner & Stain Pen

Established TV Price: $19.95 plus $7.95 Shipping and Handling

                                                                       CLIENT            MCW
                                                                       ------           ------
                    Wholesale price:                                   $ 8.18

                    Profit Split (50/50)                               $ 5.89           $ 5.88

                    Shipping and Handling                                               $ 7.95

                    Total distribution of funds                        $14.07           $13.83




Terms: Net 15 F.O.B. Client's Warehouse

                                        MCW______ CLIENT______

                                                         4
                                                    EXHIBIT 31.1

                                CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Deren Smith, certify that:

1. I have reviewed this annual report on Form 10-KSB of Source Direct Holdings, Inc.

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officer 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 caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual 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 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 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 controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

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

                Date: September 9, 2004

                                                                                /s/ Deren Smith
                                                                            -----------------------
                                                                                  Deren Smith
                                                                            Chief Executive Officer
                                                    EXHIBIT 31.2

                                CHIEF FINANCIAL OFFICER CERTIFICATION

I, Kevin Arave, certify that:

1. I have reviewed this annual report on Form 10-KSB of Source Direct Holdings, Inc.

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

4. The registrant's other certifying officer 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 caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual 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 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 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 controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

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

                Date: September 9, 2004

                                                                                /s/ Kevin Arave
                                                                            -----------------------
                                                                                  Kevin Arave
                                                                            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 of Source Direct Holdings, Inc. on Form 10-KSB for the period ended
June 30, 2004 as filed with the Securities and Exchange Commission (the "Report"), each of the undersigned, in
the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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 operation of the Company.

            Dated:    September 9, 2004                              /s/ Deren Smith
                                                                     -----------------
                                                                     Name: Deren Smith
                                                                     Title: Chief Executive Officer

            Dated:    September 9, 2004                              /s/ Kevin Arave
                                                                     -----------------
                                                                     Name: Kevin Arave
                                                                     Title: Chief Financial Officer