AGENCY SERVICES AGREEMENT

AGENCY SERVICES AGREEMENT

THIS AGREEMENT is made this 14th day of June, 2005, between American Media Systems Co, 350 South Center Street, Suite 500 Reno, Nevada, 89501, hereinafter referred to as "MANUFACTURER", and Memories Complete and its assigns, 329 South 860 East #5, American Fork, UT 84003, hereinafter referred to as "MEMORIES".

I. RECITALS

1.1 American Media Systems is a MANUFACTURER and/or seller of those products listed in Attachment "A", which is incorporated herein by reference, and desires to secure the services of MEMORIES to execute programs that will generate sales of MANUFACTURER'S products with QVC in the United States and Internationally, hereinafter referred to as "RETAILER."

1.2 MEMORIES desires to secure the exclusive rights to develop and execute programs for MANUFACTURER to RETAILER.

In consideration of the premises, covenants and undertakings herein contained, it is hereby agreed as follows:

II. AGREEMENT

2.1. MANUFACTURER shall employ MEMORIES to develop and execute programs to generate sales of MANUFACTURER'S products for delivery to RETAILER for those products identified in Attachment "A" and for such other products as MANUFACTURER and MEMORIES may subsequently agree. The terms of this agreement shall apply and control as to the provisions regarding any added product or product line, except where the agreements regarding the added product lines expressly provide otherwise in writing.

2.2. Any negotiations by MEMORIES for the account of MANUFACTURER shall be conducted in accordance with such prices, terms and conditions as are specified by MANUFACTURER.

2.3. MEMORIES shall not incur any expenses or enter into any obligations without MANUFACTURER'S authorization and direction.

2.4 MANUFACTURER accepts full responsibility for granting credit to buyers.

2.5. Performance Fee.

2.5.a. The method of remuneration for MEMORIES from MANUFACTURER is a &qu