1. TERMS AND REFERENCES
The term "Event", PXA,  means Perfume Expo America llc, trade show, currently scheduled to be held on may 2008  ("Event Dates"). The Event is owned, produced and managed by Perfume Expo America LLC.. As used hereinafter, the term "Organizer" means, collectively, Perfume Expo America llc., a show PR and management firm hired by PXA and each of (its/their respective) officers, directors, shareholders, agents, affiliates, representatives, employees and assigns, unless the context requires otherwise. The term "Exhibitor" means, collectively, (i) the company or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by the Organizer in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives and/or invitees, as applicable.
The Organizer has sole control over attendance policies. Except as provided to the contrary in this contract, all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw
acceptance of the contract, the Organizer in its sole judgment may refuse to consider for participation in future Events an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment to this contract must be in writing and signed by an authorized representative of the Organizer Exhibitor may not assign
this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space.

2. EXHIBITOR’S QUALIFICATIONS
The Organizer in its sole discretion, determines whether a prospective exhibitor is eligible to participate in the Event. Eligibility is generally limited to Manufacturers, Marketers and their agents who supply products and services to the beauty industry. Applicants who have not previously exhibited at the
Event may be required to submit a description of the nature of their business and the items to be exhibited. The Organizer reserves the right to restrict or remove any exhibit which the Organizer, in its sole discretion, believes is objectionable or inappropriate.

3. CONTRACT ACCEPTANCE
This contract shall become binding and effective only when it has been accepted by a duly authorized representative of the Organizer. Payment is to accompany the Contract submitted by the Exhibitor to the Organizer. Payment must be received in full in order to permit the Exhibitor to occupy the booth space allocated.

4. SPACE ASSIGNMENT
Exhibit space shall be assigned by the Organizer in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future Events. The Organizer reserves the right to change the floor plan or to move an Exhibitor to another stand location prior to or during the Event if the Organizer in its sole discretion
determines that to do so is in the best interest of the Event. The exhibitor shall have no claim for compensation as a result of any changes.

5. EXHIBIT SPACE OCCUPANCY
Hours and dates for installing, occupying and dismantling exhibits shall be those specified by the Organizer. If Exhibitor fails to install its display in its assigned space by 9:00 p.m., May 12, 2008 or leaves its space unattended during the Exhibit hours, the Organizer shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the Event hours. Exhibitor may not dismantle the display until the Event is officially closed by the Organizer.
After the close of the Event and not later than , May 14, 2008  at 5:00 p.m., all exhibits shall be removed and cleared from the exhibition space and vacant possession of the exhibition space shall be delivered to the Organizer in as good and clean order and condition as it was when delivered and made available to the Exhibitor. TIME IS OF THE ESSENCE. Any property
remaining after May 13 2008 at 5:00 p.m. may be sold or otherwise disposed of by the Organizer at the exhibitor’s expense. Any penalty or other charge assessed to the Organizer by the exhibition center or other contractors and based on the exhibitors failure to comply with any relevant conditions of the contract, these rules and regulations of the exhibition center shall be borne, with collection and enforcement costs, by the
exhibitor. No property may be removed from the exhibition before the exhibition ends

6. PROMOTIONAL MATERIALS
By exhibiting at the Event, Exhibitor grants to the Organizer a fully-paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in the Organizer promotional materials. The Organizer shall not be liable for any errors in any listing or descriptions or for omitting
any Exhibitor from the directory or other lists or materials. The Organizer may also take photographs of Exhibitor's stand space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any the Organizer promotional purpose.

7. CARE OF EXHIBIT FACILITY
Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, stand equipment or the property of others caused by the Exhibitor.

8. INSURANCE
Exhibitor shall, at its own expense, secure and maintain through the term of this contract, including move-in and move-out days, the insurance listed next. All such insurance shall be primary of any other valid and collectible insurance of Exhibitor and shall be written on an occurrence basis. Claims made policies are not acceptable and do not constitute compliance with Exhibitor's obligations under this paragraph.

(A) Workers' Compensation insurance ;

(B) Comprehensive General Liability insurance with limits not less than$1,000,000 each occurrence, $2,000,000 aggregate, combined single limit for bodily injury and property damage, including coverage for personal injury, contractual, and operation of mobile equipment, products and liquor liability (if applicable) ;

(C) Automobile Liability insurance with limits not less than $500,000 each occurrence combined single limit for bodily injury and property damage, including coverage for owned, non-owned and hired vehicles, including loading and unloading operators.
Comprehensive General Liability and Automobile Liability insurance policies shall name as additional insured  the Organizer, and each of its subsidiaries or partners. If requested, copies of additional insured endorsements, primary coverage endorsements and complete copies of policies, satisfactory to the Organizer, shall be furnished to the Organizer, sixty (60) days before the first day of the Event. Certified copies of the
Certificates of Insurance or policies shall provide that they may not be canceled without 30 days' advance written notice to the Organizer.

9. ASSUMPTION OF RISKS; RELEASES
Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor's participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft,
damage or other loss to such property (whether or not stored in any courtesy storage area), including any subrogation claims by its insurer. Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Exhibitor hereby releases all of them from, and covenants not to sue any of them with respect to, any and all
risks, losses, damages and liabilities described in this paragraph.

10. INDEMNIFICATION
Exhibitor shall on a current basis indemnify, defend (with legal counsel satisfactory to the Organizer, and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses which result from or arise out of or in connection with : (a) Exhibitors' participation or presence at the Event, (b) any breach by Exhibitor of any agreements, covenants,
promises or other obligations under this contract ; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract ; (d) any violation or infringement (or claim of violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark,
trade secret or other proprietary right ; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor ; (f) harm or injury (including death) to Exhibitor ; and (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.

11. LIMITATION OF LIABILITY
Under no circumstances shall Organizer or the Exhibit Facility be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall Organizer's maximum liability under any circumstance exceed the
amount actually paid to the Organizer, by Exhibitor for exhibit space rental pursuant to this contract. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

12. TAXES AND LICENSES
Exhibitor shall be solely responsible for obtaining any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees,
use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. Exhibitor will not permit the delivery of merchandise at the Event Facility without the express permission of the Organizer.

13. RULES AND REGULATIONS
Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by the Organizer in its sole discretion. The Organizer, may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor Service
Manual or similar document) are an integral part of this contract and are incorporated herein by reference. Exhibitor shall observe and abide by additional regulations made by the Organizer as soon as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Manual and any additional rules or regulations adopted by the Organizer from time to time) states the entire agreement of the parties with respect to the subject matter hereof.

24. CONTRACTOR SERVICES
In the interest of making available the best qualified craftsmen in numbers sufficient to handle all of the services necessary for the operation of the Event, the Organizer has contracted on an exclusive basis official contractors to provide certain services. Service companies other than the official contractors will not be allowed to perform any of these exclusive services. The Organizer, will send an Exhibitor Service Manual to the
"Primary Contact" listed on the front of this agreement.

15. SOUND DEVICES
The use of devices for mechanical reproduction of sound or music is permitted, but must be controlled. Sound of any kind must not be projected outside of the exhibit stand. Exhibitors are specifically prohibited from employing any carnival-type attraction, animal or human, or from operating such noise-creating devices as bells, horns or megaphones.

16. CANCELLATION BY EXHIBITOR
If Exhibitor desires to cancel this agreement, Exhibitor may only do so by giving notice thereof in writing sent to the Organizer with evidence of receipt. In such case, Exhibitor will continue to be liable for 100% of the total exhibit fee unless the written notice of cancellation is received by the Organizer no later than 120 days prior to the opening date of the Event. If written notice of
cancellation is received between 121 and 180 days inclusive before the opening date of the Event, Exhibitor will be liable for 50% of the total exhibit fee. If cancellation is received more than 180 days before the opening date of the Event, the Exhibitor will be liable for 25% of the total exhibit fee.
Because these dates are related to the Event date and not to the date of this agreement, these dates shall apply regardless of the date on which this agreement is executed. This amount is considered to be liquidated and agreed upon damages, for the injuries the Organizer will suffer as a result of Exhibitor’s cancellation. This provision for liquidated and agreed upon
damages is a bona fide provision and not a penalty. The parties understand that the withdrawal of the space reserved from availability at a time when other parties would be interested in applying for it, will cause the Organizer to sustain damages. In this situation, the Organizer’s damages will be substantial, but they will not be capable of determination with mathematical
precision. Therefore, the provisions for liquidated and agreed upon damages have been incorporated into this Agreement as a valid pre-estimate of these damages. The date of cancellation shall be the date the Organizer receives the notice. The Organizer reserves the right to treat an Exhibitor's
downsizing of stand space as cancellation of the original space and purchase of new stand space. An Exhibitor may be required to move to a new location if it requests a downsizing of space. The Organizer reserves the right to hold refundable amounts until completion of the event.

17. CANCELLATION BY PXA.
If Exhibitor fails to make a payment required by this contract in a timely manner, The Organizer may terminate this contract (and Exhibitor's participation in the Event) without further notice and without obligation to refund monies previously paid.
The Organizer reserves the right to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to the Organizer. The Organizer is expressly
authorized (but has no obligation) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. The Organizer may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under this contract, without any obligation on the Organizer part to refund any payments previously made and without releasing Exhibitor
from any liability arising as result of or in connection with such breach. If the Organizer removes or restricts an exhibit which the Organizer considers to be objectionable or inappropriate, no refund will be due to Exhibitor.

18. CANCELLATION OF THE EVENT
If the Organizer cancels the Event due to circumstances beyond the reasonable control of the Organizer (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility), the Organizer shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of all liabilities of Organizer to Exhibitor. The Organizer reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If the Organizer changes the name of the Event, re-locates
the Event to another event facility within the same city, or changes the dates for the Event to dates that are not more than 30 days earlier or 30 days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor, but the Organizer shall assign to Exhibitor,
in lieu of the original space, such other space as the Organizer deems appropriate and Exhibitor agrees to use such space under the terms of this contract. If the Organizer elects to cancel the Event other than for a reason previously described in this paragraph, the Organizer shall refund to each Exhibitor its entire exhibit space rental payment previously paid, in full satisfaction of all liabilities of Organizer to Exhibitor.

19. FIRE AND SAFETY LAWS
Federal, state and city Laws must be strictly observed. A full listing of these fire and safety regulations will be found in the exhibitor service manual.

20. OBSERVANCE OF LAWS
Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations.

21. GOVERNING LAWS
This contract is governed by the laws of the State of New Florida as applied to contracts entered into. Exhibitor agrees that the courts located in the State of Florida  shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Florida.