Distributorship Agreement

This Distributorship Agreement (the “Agreement”) is entered into as of January 24, 2006 (1-24-2006) by and between ShieldZone Corporation, a Utah corporation (“ShieldZone”) and ENVIOUS (“Distributor”).

RECITALS

WHEREAS, ShieldZone manufactures and sells invisibleSHIELD ^TM branded protective films for protecting screens of electronic devices including, but not limited to, cellular telephones, portable music/video players and other portable electronic devices and/or for protecting casings or housings of said electronic devices in the United Staes of America; and

WHEREAS, Distributor is in the business of distributing such protective films; and

WHEREAS, the parties desire that Distributor shall have the right to sell invisibleSHIELD ^TM branded protective films in the United Kingdom (“Territory”) (including Great Britain, Scotland, Ireland, Wales, Isle of Wight, Isle of Man and Jersey) (Any future addition of Territories must be agreed to in writing before Distributor engages in selling invisibleSHIELD ^TM products in potential new territories.)

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

SECTION ONE—PROMOTION OF SALE

SECTION TWO—COVENANTS OF DISTRIBUTOR

Distributor shall perform, at Distributor’s expense, the following duties to ShieldZone’s satisfaction:

2.1       Promotions and Marketing . Distributor shall engage in sales promotion activities in the Territory, including, but not limited to, the distribution of marketing materials to current and potential customers. Distributor shall pay for printing of any marketing materials to be used in the Territory, and all such marketing materials are subject to approval by ShieldZone. ShieldZone shall provide samples to Distributor at no charge. ShieldZone invisibleSHIELD ^TM branded films and accessories are collectively referred to as “ShieldZone Products”.

2.2       Sales Organization . Distributor will maintain a qualified sales organization which will call on customers and potential customers in the Territory as may be reasonably likely to purchase any of the ShieldZone products. Distributor shall adhere to ShieldZone sales and marketing programs as provided to Distributor by ShieldZone from time to time.

2.3       Places of Business; Inventory . Distributor shall establish, staff, and maintain a place or places of business in the Territory as may be necessary to provide good customer support and marketing coverage in the Territory. Distributor will purchase and maintain an inventory of ShieldZone Products as necessary to adequately service customer requirements in the Territory.

2.4       Coordination . Distributor shall coordinate its sales efforts with ShieldZone. In addition, Distributor shall establish and maintain records of its sales in sufficient detail to permit identification and destination of each of the ShieldZone Products sold by Distributor and Distributor shall make these records available for inspection and copying by ShieldZone. Distributor shall retain these records until ShieldZone either (a) accepts custody of the records, or (b) consents in writing to their destruction or other disposal.

2.5       General Conduct and Non-Competition . Distributor shall at all times conduct its business in a manner as will reflect favorably on ShieldZone and the ShieldZone Products and shall not engage in any deceptive, misleading, illegal, or unethical business practice. Distributor shall not design, manufacture, or market, nor will it act as a representative or distributor for, any products that compete with the ShieldZone Products during the term of this Agreement and for two (2) years following termination of this Agreement.

2.6       Sales Only in Territory . Distributor shall not offer or sell ShieldZone Products outside of the Territory and shall refer all inquiries regarding potential customers outside of the Territory to ShieldZone. In addition, Distributor shall not offer or sell ShieldZone Products to anyone who has the intent to offer or sell the ShieldZone Products outside of the Territory. Distributor shall not offer or sell ShieldZone Products on the Internet. ShieldZone may sell ShieldZone Products to customers from the Territory who place orders over the Internet.

SECTION THREE—PURCHASE OF PRODUCTS

     3.1       Purchase Orders . Purchase of ShieldZone Products under this Agreement shall be made by delivery to ShieldZone of Distributor’s written purchase orders specifying in reasonable detail the types and quantities of ShieldZone Products being ordered. No purchase order is binding upon ShieldZone until accepted in writing by ShieldZone. Nothing in this Agreement is intended to create any duty on the part of ShieldZone to accept any order, it being expressly understood that the acceptance or rejection of any order is at the sole discretion of ShieldZone.

     3.2       Prices . Prices and minimum order quantities shall be provided by ShieldZone to Distributor upon receipt of each purchase order from Distributor and are subject to change at any time by ShieldZone until each order is finalized. Prices and minimum order quantities shall be determined separately for each purchase order.

SECTION FOUR—TERM AND CONDITIONS

     4.1       Shipment . All shipments under this Agreement shall be made in ShieldZone’ standard shipping packages to Distributor’s address in Territory. Unless otherwise instructed in writing by Distributor, ShieldZone shall select the carrier.

     4.2       Acceptance . Distributor must inspect all ShieldZone Products promptly upon receipt at the shipping destination and may reject any goods that fail in a significant respect to meet ShieldZone’ acceptance specifications. ShieldZone Products not rejected by written notice to ShieldZone within 10 days of receipt shall be deemed to have been accepted. Rejected products shall be returned freight prepaid to ShieldZone within 10 days of the date ShieldZone authorizes return. As promptly as possible after receipt by ShieldZone of properly rejected goods, ShieldZone may, at its sole option, either repair or replace the properly rejected goods, or refund the purchase price to Distributor. ShieldZone shall prepay transportation costs back to Distributor and shall reimburse Distributor for any costs of transportation incurred by Distributor in connection with the return to ShieldZone of properly rejected goods; otherwise, Distributor must pay transportation costs in both directions.

     4.3       Payment . Terms of payment shall be Net-30, except on the first order. First order Terms of Payment are as follows: ½ of payment (via wire transfer) must be received before shipement.

     4.4       Taxes . Distributor shall bear all applicable federal, state, municipal and other government taxes (such as sales, use, value added, or any similar taxes); all customs duties, levies, imports, and similar charges; and all personal property taxes assessable on the ShieldZone Products after delivery to the carrier at ShieldZone’ distribution center.

     4.5       Resale Prices . Distributor may set its own resale price for the ShieldZone Products, except that such prices must be mutually agreed to be reasonable after consultation with ShieldZone. Notwithstanding the foregoing, retailers in the Territory shall be required by Distributor to sell the ShieldZone Products within the range of ShieldZone’ suggested retail price (MSRP) and shall require that retailer not sell the ShieldZone Products below ShieldZone’ minimum retail price (MMRP). (See attached Exhibit A for pricing details).

     4.6       Limitation of Liability and Indemnity Provisions . Notwithstanding any provision in this Agreement to the contrary, in no event is ShieldZone liable for indirect, incidental, or consequential damages and in no event may the liability of ShieldZone arising in connection with any of the ShieldZone Products sold hereunder (whether this liability arises from a claim based on contract, warranty, tort, or otherwise) exceed the actual amount paid by Distributor to ShieldZone for the Products. Distributor shall indemnify ShieldZone, its directors, officers, agents, employees, and affiliates for any actions, claims, liability, or losses resulting or arising from Distributor’s use, promotion, marketing, or sale of ShieldZone Products.

     4.7       Use of Trademarks. Distributor is granted a limited right, during the term of this Agreement, to use the trademarks, service marks, corporate names, trade names, trade dress, and logos (collectively referred to herein as “Trademarks”) owned by ShieldZone in connection with the promotion and sale of ShieldZone Products. This limited right is expressly limited to uses approved by ShieldZone and necessary for sale of the ShieldZone Products and to the performance of Distributor’s obligations under this Agreement. Any use by Distributor of any Trademark used or otherwise owned anywhere in the world by ShieldZone (coll