ASSIGNMENT OF LIFE INSURANCE POLICY

THIS ASSIGNMENT OF LIFE INSURANCE POLICY (“Assignment”) is made as of October 18, 2006, in favor of Ronco Corporation, a Delaware corporation (the “Assignee”), by Sanders Morris Harris Inc., a Texas corporation (the “Lead Lender”), individually and on behalf of the Lenders (the “Lenders,” and collectively with the Lead Lender, the “Assignor”) parties to the Letter Loan Agreement dated June 9, 2006 (the “Loan Agreement”) among Assignor and Assignee.

Whereas, the Assignor and the Assignee are parties to that certain Assignment of Life Insurance Policy dated June 9, 2006 (the “Original Assignment”) pursuant to which the Assignee assigned the Policy (as defined below) to the Assignor;

Whereas, the Assignee and Laurus Master Fund, Ltd. (“Laurus”) intend to enter into a senior credit agreement (the “Laurus Loan”);

Whereas, a condition to the Laurus Loan is that the Assignee make a collateral assignment of the Policy to Laurus; and

Whereas, the Assignor must first assign the Policy back to Assignee, so that the Assignee may make such assignment to Laurus.

Now, Therefore, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor does hereby assign, transfer, and set over to Assignee all of Assignor’s right, title and interest in and to Policy No. 81 070 567, issued by John Hancock Life Insurance Company (herein called the “Insurer”) and any supplementary contracts issued in connection therewith (said policy and contracts being herein called the “Policy”), upon the life of Ronald M. Popeil, and all claims, options, privileges, rights, title, and interest therein and thereunder. Assignor by this instrument agrees, and Assignee by the acceptance of this Assignment agrees, to the conditions and provisions herein set forth.

1. It is expressly agreed that, without detracting from the generality of the foregoing, the following specific rights are included in this Assignment and pass by virtue hereof:

(a) The sole right to collect from the Insurer the net proceeds of the Policy when it becomes a claim by death or maturity;

(b) The sole right to surrender the Policy and receive the surrender value thereof at any time provided by the terms of the Policy and at such other times as the Insurer may allow;

(c) The sole right to obtain one or more loans or advances on the Policy, either from the Insurer or, at any time, from other persons, and to pledge or assign the Policy as security for such loans or advances;