EXCLUSIVE DISTRIBUTION AGREEMENT

                                                                   EXHIBIT 10.35

                        EXCLUSIVE DISTRIBUTION AGREEMENT

     THIS AGREEMENT made this 7 day of December 2006 by and between Make-It
Manufacturing, Inc., with its principal place of business located at 500 Linne
Road, Unit B, Paso Robles, California 93446 hereinafter referred to as
"Supplier", and Smart World Organics, Inc., having its main office at 18744
Titus Road Hudson, Florida 34667, hereinafter referred to as "Distributor".

WHEREAS, Supplier is the inventor (patent #6,612,073 B1) and manufacturer of a
plastics molded product known as the Agro Tower used in the Green Industry which
is defined as the horticulture, turf and agriculture segments both retail and
wholesale and;

WHEREAS, Distributor is in the business of manufacturing and distributing
products related to those manufactured by Supplier;

WHEREAS, Supplier desires to grant and Distributor desires to acquire, exclusive
rights to market Supplier's product used in the Green Industry that consists of
horticulture, turf and agriculture segments both retail and wholesale;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:

                               1. DISTRIBUTORSHIP

1.1 Distribution Rights

     Subject to the terms and conditions set forth in this Agreement, Supplier
hereby grants to Distributor the exclusive right to market and distribute within
the Territory as set forth in Schedule "A" attached hereto (the "Territory"),
certain products manufactured or formulated by Supplier and listed in Schedule
"B" attached hereto (the "Products").

1.2 Term

     The term of this Agreement shall commence as of the date set forth above
(the "Effective Date") and continue for the life of the patent, whereupon the
Agreement shall expire unless both parties agree to an extension of the term
hereof, which extension may be subject to additional terms and conditions.
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1.3 Trademarks and Trade Names

     During the term of this Agreement, Supplier grants to Distributor if it so
desires the right to use the trademarks and trade names of Supplier as necessary
for the sole purpose of allowing Distributor to fully promote and market the
Products pursuant to the terms of this Agreement. The Distributor is also
allowed to establish its own trademarks and trade names for the product. If,
during the term of this Agreement, a trademark registration is to take place in
the Territory by the Distributor, all rights shall belong to the Distributor,
who shall also bear the costs for such registration. Whenever Distributor
employs any trademark of Supplier to be used in any form of printed material,
Distributor shall place an asterisk immediately after and slightly above the
first use of the trademark referring to a footnote reading "Trademark of
Supplier." Distributor shall deliver to Supplier all Distributor's promotion and
advertising material for Supplier's review, prior to such promotion or
advertising utilizing any of Supplier's trademarks or trade names. Distributor
agrees not to use any promotion or advertising that Supplier finds unsuitable in
its reasonable discretion.

1.4 Authority

     Distributor is an independent legal entity, and the relationship between
Distributor and Supplier is entirely based on Distributor's purchasing and
selling Supplier's products for Distributor's own account. Distributor shall
have no authority whatsoever to bind or represent Supplier in any respect.
Nothing contained herein shall be deemed to create a partnership between the
parties or the relationship of principal and agent.

                           2. DISTRIBUTOR OBLIGATIONS

2.1 Marketing Efforts

     Distributor agrees to use its best endeavors to promote the sale of the
Products in the Territory on the maximum possible scale by all usual means and
to act loyally to Supplier in all matters involved in this Agreement.

     (a) inform Supplier immediately of any changes in Distributor's
organization or method of doing business which might affect the performance of
Distributor's duties hereunder; and

     (b) keep Supplier informed at all times of the market conditions,
competitive products and prices, and other facts material to the marketing of
the Products in the Territory.

2.2 Non-Competition

     During the term of this Agreement, Distributor shall not, directly or
indirectly, distribute in the Territory, products similar to Suppliers'
purchased from any person other than Supplier. In addition, Distributor shall
not, directly or indirectly, manufacture or distribute in the Territory,

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products which compete with the Products under this Agreement, unless otherwise
agreed by the parties hereto, nor shall Distributor seek customers for the
Products outside the Territory nor establish or maintain any branch or
distribution depot outside the Territory for the sale of the Products without
the prior written permission of the Supplier.

2.3 Prohibited Practices

     Distributor agrees not to pledge, in any manner, the credit of Supplier nor
to receive any money on behalf of Supplier nor to make any contracts or
commitments on behalf of Supplier nor to make any warranties or other
representations regarding the Products other than those authorized by Supplier
in writing.

2.4 Insurance

     Distributor represents that it maintains and will continue to maintain
sufficient insurance under Worker's Compensation, comprehensive general
liability insurance, including errors and omissions insurance and property
damage insurance, in amounts sufficient to cover potential claims against
Distributor.

                                    3. SALES

3.1 Distributor Prices

     Supplier shall, in its sole discretion, establish the prices to be charged
to Distributor for each Product (the "Distributor Prices"). The current
Distributor Prices are set forth in Schedule "B" attached hereto. Supplier shall
have the right, in its sole discretion, to increase or decrease the Distributor
Prices upon sixty days (60) written notice to Distributor. Distributor Price
increases will not affect orders already accepted by Supplier. Price decreases
shall apply to all products not delivered. Prices shall be subject to amendment
by Supplier from time to time, but only if Supplier experiences a material
change in the cost of raw materials, or other supplies used in the manufacturing
of the Product.

3.2 Distributor Orders

     Distributor shall place written orders with Supplier on or before the 15th
of each calendar month. The quantity ordered for delivery for the first month
shall be firm.

3.2 During the term of this Agreement Supplier shall forward all orders received
for the products to Distributor and shall prominently display the exclusivity
with Distributor on its website.

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3.4 Security Interest

     Supplier reserves a purchase money security interest in the Products to
secure Distributor's payment obligations. Such security interest is retained
until Distributor's payment obligations are satisfied in full.

3.4 Financing

     Distributor, and not Supplier, shall be solely responsible for all risk of
nonpayment for Products distributed on credit.

3.5 Taxes and Licensing

Distributor shall:

     (a)   pay all customs, import, excise, sales, and other similar duties and
          taxes payable in respect of the Products shipped to Distributor.

     (b)   obtain any licenses, authorizations, permissions, and other documents,
          and comply with all formalities in a state for the import, export,
          distribution, sale and/or other disposal of the Products in and from
          each state.

                          4. DELIVERY AND RISK OF LOSS

4.1 Delivery

     Supplier shall ship the Products ordered by Distributor within the normal
shipping schedule established by Supplier from time to time, but cannot
guarantee a specific shipment date. Accordingly, Supplier's sole obligation to
Distributor shall be to ship Products as promptly as reasonably practicable.

4.2 Risk of Loss

     Delivery shall be made F.O.B. Supplier's plant. Possession of and title to
all Products ordered hereunder, excepting Supplier's security interest therein,
shall be deemed to pass to Distributor upon delivery to the common carrier at
the point of shipment. Distributor shall thereupon assume all risk of loss or
damage, except for any loss resulting from the negligence of Supplier.
Transportation charges and cost of insurance, which may be incurred shall be
added to the Distributor Price for each Product and shall be paid by
Distributor.

4.3 Inspection

     Distributor shall inspect all Products immediately upon arrival and shall,
within seven calendar days of arrival, give written notice to the common carrier
and Supplier of any claim for damages or shortages. Distributor shall give
written notice to Supplier within ten (10) calendar days of arrival that any

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Product does not conform with the terms of this Agreement. If Distributor fails
to give any such notice, the Products shall be deemed accepted for all purposes
of this Agreement.

                     5. WARRANTY AND LIMITATION OF LIABILITY

5.1 Warranty Disclaimer

     Supplier's sole warranty with respect to Products sold is set forth in
Supplier's Standard Conditions of Sale. However, such warranty shall in any
event expire twelve (12) months from delivery to Distributor. SUPPLIER MAKES NO
OTHER WARRANTIES TO DISTRIBUTOR OR ANY CUSTOMER OR OTHER THIRD PARTY, EXPRESS OR
IMPLIED,