INDEPENDENT SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT is by and between Edutronics APS LLC, whose address is 1990 N. Alma School Rd. Chandler, Arizona 85224, hereinafter referred to as "Company", and the Applicant, whose address is , the Applicant email address and physical address stored in the Applicant's Records in the Accounts Section of www.apsstores.com is, hereinafter referred to as "Sales Representative".

WHEREAS, Company is engaged in the marketing and sale of educational products, including but not limited to games and game accessories; and

WHEREAS, Sales Representative desires to sell Company's products in accordance with the terms and conditions of this Agreement

NOW, THEREFORE, it is agreed as follows:

1. Company hereby appoints Sales Representative as an authorized non-exclusive independent representative to sell and promote all products provided by Company.

2. Sales Representative is hereby retained as an independent contractor and not as an employee of the Company. As an independent contractor, Sales Representative shall be solely responsible for paying all applicable taxes arising from payments made to Sales Representative by the Company, including, but not limited to, social security, self-employment taxes and disability insurance. Neither Sales Representative nor his/her employees shall be entitled to participate in any Company plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar benefits.

3. Sales Representative agrees to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to Sales Representative under this Agreement.

4. Sales Representative agrees to bear all expenses incurred in his/her sales endeavors except those which the Company agrees to pay for in writing.

5. Sales Representative agrees to make no representations, warranties or commitments binding the Company without the Company's prior consent. Sales Representative will execute no agreement on behalf of the Company nor shall Sales Representative hold himself/herself out as having such authority. In addition, Sales Representative warrants and represents to the Company that he/she is free to enter into this Agreement and that this does not violate any agreement heretofore made by him/her.

6. Sales Representative agrees that if he/she or his/her employees shall operate a motor vehicle during the term of this Agreement, the Company is not responsible for any damage or loss sustained by the use of said automobile during the term hereof. If Sales Representative or his/her employees shall operate a motor vehicle in the performance of his/her duties hereunder, Sales Representative will maintain sufficient public liability insurance in limits sufficient to meet its requirements and shall promptly furnish the Company with documentation evidencing same upon our request.

7. The Company has the sole right to establish, alter or amend product specifications, prices, commission structure, delivery schedules and discounts, and the Company will give Sales Representative timely notice of any and all changes.

8. In full payment for all services to be rendered by Sales Representative, the Company shall pay a recurring commission of as stated in the Affiliate Payment Schedule of APS Stores (www.apsstores.com à My Account resulting from orders placed to Agents Affiliate number.

9. All orders are subject to acceptance by the Company at our home office and the Company may reject an order at any time for any reason.

10. The Company shall, in the Affiliate’s Account at www.apsstores.com, furnish Sales Representative’s customers with copies of all invoices in the customer’s Account section of APS Stores at www.apsstores.com à My Account, for shipments of our products in fulfillment of orders taken by Sales Representative, and shall keep an accurate online tracking regarding commissions due. Commission statements and payments shall be sent no later than the Twentieth (20th) day of the month following the month the goods are shipped. Under the minimum terms set by the Company or Representative and www.apsstores.com, Commission statements presented to Sales Representative shall be deemed correct unless objections in writing are received by the Company within Thirty (30) days from the issuance of same.

11. The Company shall deduct commission on credits, returns, and bad debts from Sales Representative’s commission statement as they become due. For the purposes of this Agreement, bad debts are defined as uncollectible invoices exceeding 120 days.

12. The Company hereby employs Sales Representative at will and this Agreement may be terminated by either party at any time for any reason. Said termination will be effective after either party sends to the other, to the registered email address listed as the Representative’ User email Mail, as stated in the customer account email address with an email delivery receipt with a written notice of immediate expiration. The Representative shall cancel by sending a notification to cancellation@evaom.com. The Company shall be able to terminate this Agreement within 90 days upon his/her death, bankruptcy, or in the event Sales Representative breaches any of the material terms of this Agreement.

13. In the event Sales Representative sends the Company written notice of his/her intent to terminate this Agreement pursuant to Paragraph 12, Sales Representative shall continue to receive commission for all sales generated up to 30 days on any sales generated for the Company during the Thirty (30) day period. Notwithstanding the foregoing, if the Company sends Sales Representative written notice of termination this Agreement pursuant to Paragraph 12, Sales Representative shall cease soliciting orders for the Company immediately on the day said notice of termination is received by Sales Representative.

14. At the termination of this Agreement, a final accounting will be made between the Parties. In the event Sales Representative sends the Company notice of his/her intent to terminate this Agreement pursuant to

Paragraph 12, Sales Representative will receive full commission on all orders accepted during the Thirty (30) day period prior to the effective termination date of this Agreement and shipped no later than eight (2) weeks following said termination date.

15. This Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without the Company's prior written approval. In no event will the Company be bound to continue this Agreement under the same terms and conditions to said transferee, successor or majority stockholder, or in the event that Sales Representative is no longer personally and actively involved in selling the Company's products.

16. Sales Representative hereby covenants, warrants and represents that both Sales Representative and his/her employees will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes and all matters which are competitive and confidential in nature, and will not disclose this information to any person, firm, corporation or other entity for any purpose or reason whatsoever. The Company shall be entitled to an injunction restraining Sales Representative from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.

17. Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Ventura County, California by Three (3) arbitrators under the then prevailing rules of the American Arbitration Association. Any such arbitration must be commenced no later than One (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction.

5/12/07

18. Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

19. Nothing in this Agreement shall be construed to constitute Sales Representative as a partner, affiliate or employee of the Company.

20. This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.

21. There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.

22. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

23. This Agreement shall be governed by the laws of the State of Arizona.

Completing the “Affiliate Process” shall indicate the Signature of Sales Representative and acceptance of the terms and conditions herein stated.