0001255294-10-000263 Sample Contracts

MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT BANJO MINNOW
Manufacturing Agreement • April 8th, 2010 • DM Products, Inc. • California

This Agreement ("Agreement") is by and between BANJO BUDDIES ("Banjo") a Maine Corporation, 100 Route 201, P.O. Box 100, The Forks, ME 04985 and DIRECT SUCCESS LLC #3 (''Direct Success"), 575 Anton Boulevard, Suite 590, Costa Mesa, California 92626, a California Corporation, both of which are sometimes referred to herein as a "party" or the "parties."

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 8th, 2010 • DM Products, Inc. • California

7/18/2005 by and between Midwest E.S.W.T. Corp., a Nevada corporation (“MDWE”), on the one hand, and Direct Success, Inc., a California corporation (“Direct Success"), and the shareholders of Direct Success identified on the signature page hereof (the "Shareholders”), on the other hand.

MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT Banjo Minnow
Manufacturing Agreement • April 8th, 2010 • DM Products, Inc. • California

This Agreement (“Agreement”) is by and between DIRECT SUCCESS LLC #3, a Delaware limited liability company (“Direct Success”), and TRISTAR PRODUCTS, INC., a Pennsylvania corporation (“Tristar”), both of which are sometimes referred to herein as a “party” or the “parties”.

MODIFICATION OF MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT, DATED 10/16/2003
Manufacturing Agreement • April 8th, 2010 • DM Products, Inc.

The Modification Agreement, dated April 30th 2005, is entered into between Direct Success LLC # (“Direct Success”) and Banjo Buddies (“Banjo”) and is intended to modify and alter certain provisions of the Manufacturing, Marketing, and Distribution Agreement (“Agreement”) previously executed on or about October 10, 2003.

Law Offices Of MICHAEL S. DEBENON, ESQ. Costa Mesa, CA 92626 Phone: (714) 432-6551 Fax: (714) 964-7344 ATTORNEY-CILENT MONTHLY RETAINER AGREEMENT
Attorney-Client Monthly Retainer Agreement • April 8th, 2010 • DM Products, Inc.

This is the written fee agreement ("Agreement") that California law requires attorneys to have with their clients. The Law Offices of Michael S. DeBenon, (hereinafter referred to as "Attorney") will provide legal services to DM Products, Inc. ("Client") on the terms set forth below.

AMENDMENT AND ADDENDUM TO MANUFACTURING, MARKETING AND DISTRIBUTION AGREEMENT Banjo Minnow
Manufacturing Agreement • April 8th, 2010 • DM Products, Inc.

This is an amendment and addendum to the Agreement previously made and entered into (the "Original Agreement") by and between DIRECT SUCCESS LLC #3 and TRISTAR PRODUCTS, INC. (“Tristar”), which agreement is dated May 11,2005.

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • April 8th, 2010 • DM Products, Inc. • California

This Settlement Agreement and Mutual General Release ("Settlement Agreement") is entered into on this 26day of February, 2010 by and between Direct Success, LLC #3 ("Direct"), and Banjo Buddies, Inc. ("Banjo''). For purposes of this Settlement Agreement, those named above may be referred to collectively as the "Parties."

EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2010 • DM Products, Inc. • California

This Agreement is entered into on the 20th day of April, 2007 by and between DMP, Inc. (hereinafter "DMP”) and Kurtis Cockrum (hereinafter "Employee").

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