CONSULTING AND PRODUCT SALES AGREEMENT

Exhibit 10.1

CONSULTING AND PRODUCT SALES AGREEMENT

     This Product Sales Agreement (this “ Agreement ”) is entered into as of this 19 ^th day of October, 2006 (the “ Effective Date ”), by and among USN CORPORATION ( hereinafter referred to as “Parent”), a Colorado corporation, USN TELEVISION GROUP, INC. , a Delaware corporation and a wholly owned subsidiary of Parent (hereinafter referred to as “ USN Television ” and together with Parent, “ USN ”) and AANSHI GEMS INC., a New York, corporation (hereinafter referred to as “ Aanshi ”).

      WHEREAS, USN is a retailer of consumer products selling product through, among other things, TV programming transmitted by satellite to cable television systems, direct broadcast satellite systems and television broadcasting stations across the United States;

      WHEREAS , Aanshi is a supplier of Jewelry Product (as hereinafter defined) to USN and others;

      WHEREAS , the parties desire, for the Term (as hereinafter defined) and on the terms and conditions hereof, for Aanshi to provide Jewelry Product for 24 hours per day of TV programming availability from USN Television and for Aanshi to administer and manage USN’s jewelry sales via TV programming during a period of 20 hours per day;

      WHEREAS , USN has made sales to various customers and there remains outstanding an obligation to such customers (“ Outstanding Order Customers ”);

      WHEREAS , Aanshi has assisted and will continue to assist USN in exchanging credits to Outstanding Order Customers in exchange for the approximate dollar amount of their order (the “ Credit Amounts ”) which can be used by such Outstanding Order Customers (the “ Converting Customers ”) for future purchases from USN; and

      WHEREAS , Aanshi hereby agrees to provide Jewelry Products to USN at discounted prices and has agreed to pay selling, marketing and general and administrative expenses of initially approximately $1,650,000 per month, or $55,000 per day (as amended from time to time in accordance herewith, the “ SG&A Budget ”), subject to the satisfaction of conditions set forth herein.

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

ARTICLE I.

PRODUCT SALES AGREEMENT

      1.1. Programming Time . Subject to the terms and conditions hereof and during the Term, USN agrees to provide Aanshi with access and full utilization rights to USN Television’s studios, broadcast time, facilities and sales, administrative, telephone order and media personnel during the hours between 8 a.m. (Los Angeles time) and 4 a.m. (Los Angeles Time) the next day, which equals 20 hours per day of TV programming (the “ Programming Time ”) on USN Television’s TV Channels (the “ Channel ”). USN shall retain access to, and full utilization

rights, USN Television’s studios, facilities and sales, administrative, telephone order and media personnel during the hours between 4 a.m. and 8 a.m. (Los Angeles Time) (the “ USN Programming Time ”). During the Programming Time, Aanshi will produce, subject to the SG&A Budget contemplated herein, jewelry sales programming and will market and sell jewelry products on the Channel using studios, facilities and personnel provided by USN as described above (“ Aanshi Services ”). In exchange therefore, USN shall (a) purchase the Jewelry Products and any other products sold by USN and purchased through Aanshi as set forth in Section 1.2 below, at the price set forth in Section 1.3, (b) compensate Aanshi for all Converting Customers by granting of options to purchase common stock of the Parent and, (c) provide all studio, facilities, personnel, selling and administrative staff to Aanshi and to provide vault and other storage space to Aanshi (the “ Aanshi Vault ”). Aanshi shall also have the right to create promotions, designate all payment terms and other payment provisions of credit to be offered to customers.

      1.2. Goods Supplied by Aanshi to USN, SG&A Budget, Options Vesting for Converting Customers .

          (a) USN shall purchase, and Aanshi shall provide, all of its requirements for jewelry, gemstone, synthetic or costume jewelry, precious metal and similar goods (“ Jewelry Products ”) during the USN Programming Time or otherwise exclusively from Aanshi or suppliers introduced by Aanshi. Similarly, USN shall purchase, and Aanshi shall provide, all Jewelry Products sold during the Programming Time exclusively from Aanshi or suppliers introduced by Aanshi. USN may acquire items other than Jewelry Products from any source, and sell such items in any manner during Programming Time, during the USN Programming Time or otherwise. The obligation of Aanshi to provide Jewelry Products is dependent upon, among other things, satisfaction by USN Television and Parent of their obligations, covenants and warranties under this agreement.

          (b) During the first one month period ending October 18, 2006, Aanshi shall be required to pay to USN the SG&A Budget of $55,000 per day. Thereafter, Aanshi shall pay to USN 110% of the amount of the SG&A Budget. The foregoing amounts shall be paid on a daily basis as set forth in section 1.4 below and amortized over a month. USN will provide such necessary programming, administrative, call-in, order taking sales and other personnel as determined necessary by Aanshi from time to time, provided, however, that any increases or decreases in such personnel or other resultant costs and expenses (or reductions therefrom) shall be reflected in an increase or a decrease in SG&A Budget as defined in this Agreement. Notwithstanding the foregoing, Aanshi shall not be responsible for any liabilities above the SG&A Budget or for any other liabilities of USN whether the same relate to or accrue from SG&A or otherwise, except as set forth herein, including, without limitation, in Section 1.3(e) hereof. No amounts paid by Aanshi to USN pursuant to this Agreement, including the cost of goods actually sold, shall be deemed a capital contribution.

          (c) The term “ SG&A Budget ,” and therefore the amount of SG&A expenses of USN that must be paid by Aanshi to USN hereunder, may be amended from time to time by the parties’ reasonable mutual agreement. USN may, however, incur additional expenses which would otherwise be considered SG&A expenses, provided that such expenses shall not constitute part of the SG&A Budget and shall not otherwise violate the provisions of this Agreement or

result in any kind of additional liability to Aanshi’ obligation to pay the SG&A Budget or otherwise alter or endanger the rights of Aanshi.

          (d) USN acknowledges that Aanshi has assisted with the conversion of Outstanding Order Customers into Converting Customers and issuance of approximately $525,000 of Credit Amounts to such Converting Customers. USN hereby further understands that Aanshi may, at its sole and absolute discretion and to the extent that it deems the same feasible in its sole discretion, continue (on a non-exclusive basis) to contact or oversee the solicitation of Outstanding Order Customers and conversion of such persons into Converting Customers. Parent hereby agrees to issue, as of the date hereof, options to purchase 2,916,667 shares of its common stock at an exercise price of $0.18 per share, a third of which options shall be exercisable immediately, with the remaining options to become exercisable in accordance with the milestone schedule set forth on Schedule 1.2(d) annexed hereto. All shares underlying the options shall be registered under the same registration rights agreement (the “ Registration Rights Agreement ” as the convertible note issued to Aanshi on the date hereof (the “ Convertible Note ”).

      1.3. Prices .

          (a) USN shall pay the full purchase price and delivery costs and all related costs of Jewelry Products and any other goods sold to or on behalf of USN and USN shall cover all costs of storing and insuring the goods both during transit to USN and thereafter (the “ Purchase Price ”). Prior to paying the Purchase Price, USN shall provide ample storage space for the Jewelry Product. The parties hereto agree and acknowledge that as of the date hereof, there exists one Aanshi Vault at USN’s facilities, which USN is leasing to Aanshi for its use during the Term and that such Aanshi Vault has been fully stocked with Aanshi’s Jewelry Products. Aanshi shall retain sole and exclusive ownership of all products stored in the Aanshi Vault or in any other place leased to Aanshi by or on behalf of USN until such time as the goods are paid for. Aanshi shall retain sole and exclusive ownership of any Jewelry Product held by, shipped by or acquired by USN until title passes, which shall only be deemed to have occurred upon receipt by Aanshi of full payment therefore. The initial Purchase Price shall not be calculated on a product by product basis. Rather, the Purchase Price for the aggregate amount of Jewelry Products sold by Aanshi to USN during a particular period shall be the remainder that results (but not less than zero) when (i) 110% of the then effective SG&A Budget (100% for the first four weeks hereof) for such specified period is subtracted from (ii) the revenue realized by sales of Jewelry Product and all other product sold during Aanshi’ 20 hours per day of Programming Time during such corresponding period. Any refunds owing to customers with respect to sales during such period shall be deducted from the amount of revenues realized under clause (ii) of the preceding sentence.

          (b) After any adjustment required by Section 1.4(d), USN will be deemed to have made full and final payment of such Purchase Price to Aanshi, by Aanshi retaining (or transferring at the direction and option of Aanshi) the amount of the Purchase Price in Aanshi’ merchant account, subject to Section 1.3(e).

          (c) To the extent that the amount in clause (i) of the penultimate sentence in Section 1.3(a) above exceeds the amount in clause (ii) of such sentence, Aanshi shall pay such shortfall.

          (d) By way of example and only for the avoidance of doubt, if the SG&A Budget for any month after October 15, 2006 is $1,650,000, the amount required to be paid under section 1.2(b) above is $1,815,000 ($1,650,000 plus $165,000). (i) If during such one month period gross revenues from all goods sold are only $1,000,000 then all such amounts will be paid to USN and credited and deemed as paid under section 1.4(a), the Purchase Price to USN will be deemed to be one dollar, and such goods shall be deemed to be fully paid for by USN under Section 1.3(a) and (b). The remaining $815,000 shortfall for the then effective SG&A Budget to be paid to USN under Section 1.2(b) shall be paid by Aanshi as consideration for the use of Programming Time and other value received by it herein and Aanshi shall absorb the loss from any goods purchased and sold. (ii) If during such one month period, gross revenues from all goods sold are $2,035,000, then, presuming that the $1,815,000 SG&A Budget payment has been paid under section 1.4 below, then the Purchase Price will be deemed to be $220,000 and such Purchase Price for the goods shall be deemed to have been fully paid for by USN under Section 1.3(b) and all excess ($220,000) shall be kept by Aanshi. (iii) If during such one month period revenues from all goods were $5,000,000, then, presuming that the $1,815,000 SG&A Budget payment has been paid under Section 1.4 below, then the Purchase Price of such goods will be deemed to be $3,185,000 and such the Purchase Price for the goods shall be deemed to have been fully paid for by USN and all excess shall be kept by Aanshi. In all circumstances, Aanshi’s liability shall be limited to 110% of SG&A Budget set forth in subparagraph 1.3(a) above, unless provided otherwise herein, including, without limitation, in Section 1.3(e).

          (e) Depending on the amount of monthly gross sales during Aanshi’ 20 hours per day of Programming Time, Aanshi will also pay to USN, as a discount to the prices paid by USN for Jewelry Product, the sliding scale payments in accordance with Schedule 1.3(e) attached hereto.

          (f) To the extent that there are any Credit Amounts tendered by Converting Customers in connection with the Jewelry Products or other goods sold by USN that were acquired from or through Aanshi, such amount shall be added to the aggregate principal amount of then outstanding under the Convertible Note.

          (g) All options to purchase common stock of Parent as set forth in Section 1.2(d), and the shares underlying such option, will be issued without registration under the Securities Act of 1933, as amended, in reliance on an exemption therefrom. In offering and issuing such equity securities, USN is relying on the representations and warranties made by Aanshi in the Convertible Note and related purchase agreement, dated as of the date hereof, and all of such representations and warranties are incorporated herein. The resale of all such equity securities shall be registered under the same Registration Rights Agreement. The Registration Rights Agreement shall have demand and unlimited piggyback registration rights. If a registration statement is not declared effective (or is withdrawn or is otherwise no longer effective) in accordance with the provisions of the Registration Rights Agreement, covering all of the shares issuable under the Convertible Note, as amended from time to time, or the shares underlying the options issued under paragraph 1.3(f), then, in lieu of any shares issuable from

such default date and onward (until the Registration Rights Agreement is duly complied with), Aanshi shall have the right to receive and demand cash payments for the full dollar amount of the Aanshi Credit Payments otherwise due during such month.

      1.4. Procedures regarding Payment of Prices. The payment by USN for the goods sold to or on behalf of USN by Aanshi shall be as follows:

          (a) Payments from third parties for any sales realized during the Time Period will be made by customers to Aanshi’s designated merchant account.

          (b) All valid customer credits and refunds with respect to sales of Jewelry Products or other products of Aanshi sold by USN realized during the Term will be paid to the customers by Aanshi 100% daily from sales during the Term; provided, however, that any sales resulting from redeemed credit amounts from Converting Customers shall remain the liability of USN and the Convertible Note shall be reduced to the extent of any prior increases resulting from Credit Amounts tendered for Aanshi’s goods or for any cash amounts paid by Aanshi to Converting Customers.

          (c) On a daily basis, Aanshi will remit to USN an amount of funds, in accordance with Section 1.2(b). In the event that less then this amount is paid during any time period, Aanshi shall fill the shortfall promptly and in any event within the time period set forth in Section 1.4(d) below.

          (d) Within five (5) days of the end of each month within the Term, Aanshi and USN will meet to review the amounts paid under Section 1.2(b) above and the Purchase Prices for the goods during such one month period as calculated by the terms of this Agreement. Upon determination of such figure, the parties will re-calculate the payment required by Section 1.3 with respect to such month. Any shortfall of payments under Section 1.2(b) that were required to be made by Aanshi during such period shall be made within 5 business days of the determination date of such amounts.

          (e) Aanshi shall not be obligated to make any additional daily payments, other than the daily payment of the SG&A Budget as provided herein.

      1.5. Operations; SG&A .

          (a) USN will maintain a studio, facilities and personnel to allow for production of the TV programming during the Term for the Programming Time for Aanshi that is no less sufficient then the previous support provided by USN. USN will consult with Aanshi regarding changes to USN’s st