AGREEMENT

REPRESENTATIVE

EXECUTIVE REPRESENTATIVE AGREEMENT

This Executive Representative Agreement (this “Agreement”) is made and entered as of February, 2008, between Ion Genius, LLC otherwise known as Ion Magnum LLC or Arasys Perfector. LLC (Company), whose address is: 7773 Waikapu Loop, Honolulu, HI 96825

and __________________________________________________, the (“Executive Representative”), whose address and phone number are: _____________________________________________________________________

________________________________________________________________________________________

Recitals

A.	The Company is engaged in the business of selling a variety of cosmetic equipment products to the medical and aesthetic industry, including Perfector and Arasys (“Products”).

B.	The Executive Representative is an experienced Executive Representative with relationships and expertise in the medical and esthetic markets.

C.	The Company desires to engage the services of the Executive Representative to sell and market the Products on the terms and subject to the conditions, set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the Company and the Executive Representative agree as follows:

1.	Preamble and Recitals.
The preambles and recitals set forth above are incorporated into and made a part of this Agreement.

2.	Appointment / Duties.
Use his or her best efforts to promote and sell the Products.

Follow up on leads provided by Company within two business days.

Perform at least 2 demos per week and a total of at least 8 demos a month.

Attempt to generate at least 50 leads a week on an ongoing basis and at least 200 leads a month.

Make a minimum of 1 sale a month for the first three months and a minimum of 2 sales a month thereafter.

Forward to Company weakly all inquiries and leads that the Executive Representative has so that Company:

Sends out a package that usually includes a brochure, media kit and DVDs

Documents leads in the corporate data base for monthly or bimonthly follow up with newsletters and postcards.

May be eligible to a Perfector loaner, provided that he or she fills and signs the appropriate paperwork and give his her credit card information below:
Credit Card type
______________________________________________________________________________
Credit Card Number
______________________________________________________________________________
Expiration Date
______________________________________________________________________________
Customer Number
______________________________________________________________________________
Name of Credit Card Holder
_______________________________________________________________________________
Address of Credit Card Holder
______________________________________________________________________________
Telephone number of Credit Card Holder _________________________________________
______________________________________________________________________________

Deposit: A refundable deposit of $5,800.00 for the Perfector loaner, $16,200.00 for the Arasys loaner and $23,788.00 for the Ion Magnum loaner, may solely at the company’s discretion, require that the deposit be given to the company prior to the clinical educator or sales representative becoming eligible for a Perfector, an Ion Magnum or an Arasys loaner. The Arasys or Perfector loaner must be strictly used for demos for the purpose of promoting sales of the Perfector and Arasys systems. No private usage or any other business usage of the Perfector loaner is allowed. If the Executive Representative uses the loaner for any personal purpose or business other than representing Arasys and Perfector and promoting the sales of the Arasys and Perfector systems, the Executive Representative will be charged the full retail price of the Perfector which is presently $18,800.00, the full price of the Arasys loaner which is $36,880.00 and the Ion Magnum which is $48,880.00. The Executive Representative must fulfill the Company’s minimum requirements stated above (2 demos weekly, 1 sale a month and 50 cold calls weekly) in order to keep the loaner Perfector. Executive Representatives that do not fulfill the Company’s minimum requirements shall be asked to return their loaner and will be responsible for shipping charges. The demo unit(s) must be returned within 3 business days by FEDEX from the day of the request to avoid additional charges of $500.00 for the Perfector demo unit and $1,500 a day for the Arasys and Ion Magnum demo unit (daily charges will commence after the third business day and will continue until the company receives the systems in the condition that they were when they were sent to the clinical educator). In the event that ECE damages or loses control of the demo unit(s), he/she will be liable to the company for the full retail price of the demo unit(s).

May have the opportunity to purchase their own Perfector and Arasys at a 30% discount provided that the units are primarily used for demonstration purposes.

Not make any claims, warranties or promises that are not in writing from Company.

Not make, nor permit Sales Representative’s employees, officers or agents to make, any alteration, adjustment, enhancement or other modification to the Products sold without the prior written consent of Company, which may be withheld at Company’s sole and absolute discretion.

Not provide any warranty, nor make any representations, concerning the product, or permit Sales Representative’s employees, officers or agents to provide any such warranty nor make any such representation, which exceeds the warranty and product description provided by Company.

Pay for his or her own travel and expenses.

Upon verbal request, work in the Company booth at trade shows at which Company plans to exhibit for a commission of 10% (split with all other Executive Representatives participating in the trade show) on sales made during the trade show.

Has the option to exhibit, at his or her own expense, at trade shows with company approval.

Submit to Company for pre-approval any Product advertising material not produced by Company. Approval may be granted at company’s sole discretion.

Comply with all applicable laws and warrants that Executive Representative currently possesses, and will maintain, all permits and licenses necessary for his or her operations.

Demo Units, Accessories and Shipping
ECE is responsible for all shipping of demo units and associated accessories. However, ECE must purchase all additional accessories such as probes, cables etc. that he/she may need for whatever reason, including faulty probes. ECE must purchase any and all products such as gels, ampules, etc that are recommended for use with the systems.

All marketing materials will be provided by Arasys Perfector. These include: Brochures, Quads, Media Kits, Newsletters, Power Point presentations, Corporate letters, etc. Each ECE, ICE must create a database of every person or facility that receives a communication and / or promotional materials. This database will be submitted to Corporate weekly.

All marketing materials must be downloaded from the website. All clinical educators must know how to download files from the website and must teach their clients by walking them through the process step by step.

All Executive Representatives must know how to offer Technical Support on any Perfector or Arasys presenting problems.

3.	Exclusivity. No exclusive territory is given.

4.	Pricing and Terms of Purchase; Sales Subject to Acceptance. The Company shall have the absolute right to establish the prices, charges and terms governing the sale of Products. All sales of Products made by the Executive Representative shall be promptly forwarded to the Company in the form of a fully executed Company purchase order and shall be made subject to acceptance or rejection by the Company. All sales will be run through a merchant account of the Corporate Headquarters.

5.	Term. Subject to the provisions of §13 below, this Agreement shall continue in full force and effect until the first anniversary of the date of its execution and shall thereafter continue under the same terms and conditions for successive terms of one year each unless either party shall give written notice to the other party to the contrary at least 90 days prior to the expiration of such initial term or any such renewal term.

6.	Compensation.

Regular Commissions. On the terms and subject to the conditions set forth in this Agreement, during the term of this Agreement, the Executive Representative shall be entitled to a ten percent (10%) commission on the net sales price of Arasys and Perfector sold to his or her customers. For purposes of this Agreement, “net sales price” shall mean the list price of Products, less (A) shipping and handling, (B) taxes and customs of any kind and (C) any training fees and training expenses. The Executive Representative shall be deemed to have earned commissions hereunder only after full payment by customers of the invoiced price. In order for the Executive Representative to receive a commission check, the Executive Representative must give his/her social security number to the Arasys Perfector accounting department.

Split Commissions (Percentages are not Cumulative)

10% for show sales that received a purchase order during the show will be split by the “show pool group” of participating clinical educators / sales reps (minus the training fees, training expenses and customs for each sale). Any show sale that received a purchase order within 30 days after the show will be added to the show pool only if (a) did not require an additional demo (b) it did not require the involvement of a clinical educator or sales representative who did not participate in the particular trade show from which the sale originated.

10% for any show lead that closes after the show and requires an additional demo other than the demo performed during the show, will go exclusively to the person(s) who performed the additional demo after the show demo and closed the sale and will not be shared by the other clinical educators or sales representatives that participated at the show-- (the 10% is minus the training fees, training expenses and customs for each sale).

Payment. Executive Representative’s commissions will be paid on every two weeks during the term of this Agreement (or, if such day shall be a Saturday, Sunday or legal holiday, then on the next succeeding business day). In order to be paid on either pay day, the commissions should be received 5 working days prior to pay day which allows the accounting department to send out the reconciliations prior to each pay day. All representatives must make notes on Highrise and register demos and trainings or the clients they are working with the Corporate Office prior to claiming a commissions. The Company shall pay to the Executive Representative all commissions earned hereunder with respect to Executive Representative’s sale of Products provided that the sales funds have been received and cleared in the company’s bank account. A commissionable sale is one in which full payment has been received, the funds have cleared and the Product has been shipped.

Restrictions.

All leads, customer and demo activity must be logged in to Highrise or reported to Corporate Headquarters prior to any involvement with customers or scheduling or performing demos in order to claim commission.

Commission will not be paid without a commission form being submitted to Corporate Headquarters.

Expenses will not be paid without an expense form being submitted to Corporate Headquarters with all relative receipts.

(d) Training. All Executive Representatives must attend Corporate training. Following the training, Executive Representatives will be certified, qualifying them to perform a demo on Perfector and /or Arasys. Executive Representatives shall be responsible for their own traveling expenses. A Executive Representative who has been awarded the status of “trainer” after being trained and certified as a trainer by the Company becomes eligible to train, whether or not being previously involved in a particular sale. Trainers receive $250.00 per day of training plus accommodation and expenses. Master trainers receive $400.00 a day plus accommodation and expenses.

(f) Trade Show Non Commission Participants. A flat fee of $250.00 per day will be given to all clinical educators or sales representatives that are left outside the show pool. In shows where non-commission participants are involved the total feels of all non-commission show participants will be subtracted by the sum total of all sales that originated in that particular show.

(g) Lead Expiration: Leads given to any executive employee expire within two months or sixty calendar days unless the client has signed a purchase order and given a deposit. After the two months or sixty calendar days period another executive employee or sales rep will be able to work with this lead.

7.	Length of Contract: The length of this contractual agreement is for one year. This agreement is renewable as long as the representative is in good standing.

8.	Expenses: Executive Representative. All obligations or expenses incurred by the Executive Representative in the performance of his or her duties under this Agreement shall be at the expense of the Executive Representative. The Company shall not be obligated to make any advance to, or for, the account of the Executive Representative or to pay any sums, nor shall the Company be obligated to incur any liability or obligation for the account of the Executive Representative without a guarantee (acceptable to the Company) that the necessary funds for the discharge of such liability or obligation will be provided. For all purposes of this Agreement, the Executive Representative is and shall be deemed to be Executive Representative and, notwithstanding that, the Executive Representative shall solicit orders in the Company’s name, the Executive Representative shall not have the right, without the prior written consent of the Company, to enter into any agreement on behalf of the Company or to do any other act which may subject the Company to liability or obligate the Company in any manner whatsoever.

9.	Insurance. Executive Representative may want to secure and maintain during the term of this Agreement an insurance policy or policies protecting the Executive Representative and Company against any loss, cost, damage or expense, including workmen’s compensation, personal injury, theft, property damage or other contingencies customarily insured against by comparable businesses arising from the Executive Representative’s business. Such policy or policies may be issued by an insurer reasonably acceptable to Company and may include general liability coverage of not less than $500,000 per person and $1,000,000 combined single limit per action and for bodily injury and property damage coverage of $1,000,000. Executive Representative should furnish Company with a certificate(s) evidencing all such insurance, which certificate(s) shall require the insurance carrier to give Company at least thirty (30) days prior written notice, and should provide Company with evidence of renewal or a replacement policy complying with the provisions hereof.

10.	Restrictions. The Company has entered into this Agreement with the Executive Representative and may disclose Confidential Information (as defined below) to the Executive Representative on the condition that the Executive Representative will deal exclusively with the Company in connection with the sale of Products. Accordingly, during the term of this Agreement and for a period of two (2) years following termination of the Agreement, the Executive Representative, his or her employees, representatives and agents shall not, (i) directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly engages in competition with the Company with respect to the sale of products of the same or of a similar nature to Products or any items directly competitive therewith (“Competitive Products”), or (ii) represent, sell or promote any Competitive Products.

11.	Ownership of Trademarks / Intellectual Property Rights.

(a)	Ownership of Trademarks. The Executive Representative acknowledges that the USAPA is the exclusive owner of, or otherwise has the right to use, pursuant to a valid license, all rights and goodwill in the trademarks, trade names, logos, trade dress and copyrights used on or in association with the Products and the packaging and promotional materials for the Products (the “Marks”). The Executive Representative agrees that he/she will never claim ownership of or challenge the USAPA’s rights in the Marks. The Executive Representative shall not use the Marks without the prior written consent of the USAPA. The Executive Representative shall notify the Company in writing if he/she becomes aware of any product being sold that infringes on the Marks.

(b)	Intellectual Property Rights. The Executive Representative acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s actual or reasonably anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Representative, his or her officers, directors or employees while engaged by the Company (“Work Product”) belong to the Company. The Executive Representative agrees to promptly disclose such Work Product to the Company and, at the Company’s expense, to perform all actions reasonably requested by the Company (whether during or after the period of the Executive Representative’s engagement by the Company) to establish and confirm such ownership (including, without limitation, executing any assignments, consents, powers of attorney and other instruments).

12.	Nondisclosure

(a)	Confidential Information. The Company possesses certain proprietary and confidential information relating to the development, formulation, manufacturing and sale of the Products, including (i) knowledge of the operating results and financial performance of the Company and its affiliates, (ii) other internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods) and (iii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company’s and its affiliates’ suppliers, customers, Executive Representatives or other business relations and their confidential information. Such information (whether or not specifically labeled or identified as “confidential”), in any form or medium, is referred to for purposes of this Agreement as “Confidential Information”; provided, however, that “Confidential Information” shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Executive Representative or his or her employees or agents, (B) becomes available to the Executive Representative on a non-confidential basis from a source other than the Company or its affiliates or their respective employees or agents (provided that such source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information to it by a contractual, legal or fiduciary obligation) or (C) the Executive Representative can establish was independently developed by him/her without violating the provisions of this §12.

(b)	Non-Disclosure. During the term of this Agreement and for a period of five (5) years thereafter, the Executive Representative shall keep all Confidential Information which has been or is received by it secret and confidential, and shall not disclose any such Confidential Information to others and shall not cause or permit others to use any such Confidential Information except as permitted hereunder. The Executive Representative shall be entitled to disclose Confidential Information to his or her officers, employees and agents who are required to use or have access to such Confidential Information in connection with the activities contemplated by this Agreement and who are advised of this Agreement and of their obligation to be bound by the provisions of this §12. The Executive Representative shall require any of his or her officers, employees and agents who may receive Confidential Information to maintain the Confidential Information in strict confidence in accordance with this §12 and not use or disclose the Confidential Information except as permitted under this §12. The Executive Representative shall be responsible for any breach of this §12(b) by any of his or her officers, employees or agents.

(c)	Return and Destruction. Upon the expiration or termination of this Agreement and at any time upon request by the Company, the Executive Representative shall immediately return to the Company all Confidential Information and any written material containing or reflecting any of the Confidential Information, and will not retain any copies, extracts, or other reproductions in whole or in party of such written material. All other documents, memoranda, notes and other writings whatsoever (including that maintained in any computer memory, storage media or similar form) prepared by the Executive Representative or his or her employees or agents based on, or related to, the Confidential Information shall be destroyed and, at the Company’s request, such destruction shall promptly be certified in writing to the Company. Notwithstanding the return or destruction of any Confidential Information, the Executive Representative will continue to be bound by their obligations under this §12. In the event either the Executive Representative or any of his or her officers, employees or agents is required by law to disclose any Confidential Information, the Executive Representative shall promptly notify the Company in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and the Executive Representative shall cooperate with the Company to preserve the confidentiality of such information consistent with applicable law.

13.	Termination.

(a)	Default. If either the Executive Representative or the Company shall default in the performance of any of the covenants or obligations of performance imposed upon him/her under this Agreement (except as provided in §14(a) and except where such failure is excused pursuant to any other provision of this Agreement), then the other party may give written notice to such defaulting party, which notice shall set forth in reasonable detail the reason for which the notice is given (a “Default Notice”). If such default is not cured within 30 days after receipt of a Default Notice, then the party not in default may terminate this Agreement without any further obligation hereunder (other than obligations under any provision of this Agreement that is expressly stated to survive the expiration or termination hereof and except as provided in §13(e) below); provided, that nothing herein shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement.

(b)	Bankruptcy or Insolvency. Either party may, by notice to the other party, terminate this Agreement without any further obligation hereunder (other than obligations under any provision of this Agreement that is expressly stated to survive the expiration or termination hereof and except as provided in §14(g) below) if (i) the other party shall (A) file a voluntary petition or assignment in bankruptcy or a voluntary petition or assignment or answer seeking liquidation, reorganization, arrangement, readjustment of its debts, or any other relief under Title 11 of the United States Code (the “Bankruptcy Code”), or under any other act or law pertaining to insolvency or debtor relief, whether state, federal, or foreign, now or hereafter existing, (B) enter into any agreement indicating consent to, approval of, or acquiescence in, any such petition or proceeding, (C) apply for or permit the appointment, by consent or acquiescence, of a receiver, custodian or trustee of all or a substantial part of its property, (D) make an assignment for the benefit of creditors, (E) be unable or fail to pay its debts generally as such debts become due, or (F) admit in writing its inability or failure to pay its debts generally as such debts become due or (ii) there occurs (x) a filing or issuance against the other party of an involuntary petition in bankruptcy or seeking liquidation, reorganization, arrangement, readjustment of its debts or any other relief under the Bankruptcy Code, or under any other act or law pertaining to insolvency or debtor relief, whether state, federal or foreign, now or hereafter existing, (y) the involuntary appointment of a receiver, liquidator, custodian or trustee of the other party or for all or a substantial part of its property or (z) the issuance of a warrant of attachment, execution or similar process against all or any substantial part of the property of the other party and as such shall not have been discharged (or provision shall not have been made for such discharge), or stay of execution thereof shall not have been procured, within 60 days from the date of entry thereof, unless, in any such case, the trustee in bankruptcy or receiver, as applicable, shall within a reasonable time assume this Agreement or otherwise give reasonable assurances of the performance of all obligations of such other party hereunder.

(c)	Criminal and Other Adverse Conduct. The Company may, by written notice to the Executive Representative, terminate this Agreement immediately without any further obligation hereunder in the event that the Executive Representative is or has been convicted of, or pleads or has pleaded no contest to, a felony or engages in any dishonest or unethical conduct which, in the Company’s opinion, adversely affects the reputation of the Company or the goodwill associated with the Marks; provided, that nothing herein shall be deemed to release the Executive Representative from any liability for any breach by such party of the terms and provisions of this Agreement.

(d)	Termination by Notice. Either party may terminate this Agreement, for any reason or no reason, upon delivery of 90 days’ written notice to the other party; provided that nothing herein shall be deemed to release either party from any liability for any breach by such party of the terms and provisions of this Agreement.

(e)	Effect of Expiration or Termination of Agreement.

Upon the expiration or termination of this Agreement for any reason whatsoever, the Executive Representative shall (A) immediately stop all use of the Marks and (B) immediately return to the Company all promotional materials, catalogs, product literature, price lists and samples in the possession of the Executive Representative or any of his or her agents. From and after the effective date of expiration or termination, the Executive Representative shall not directly or indirectly represent to the public or hold itself out as currently associated with the Company. (C) Immediately return to the Company any equipment, probes, cables, gels, other cosmetic products and all other accessories related to the equipment that the Executive Representative had in his / her possession, or has placed with a third party as a loaner / demo material including equipment that the Representative bought at a wholesale price. (D) In case an Executive Representative bought the equipment at a wholesale price, or a price that is less than a discount of 60% of the retail price of the equipment, upon expiration or termination, the executive representative must pay for the difference between the original retail price and the price paid by the Executive representative. Alternatively, the Executive Representative may choose to return the equipment for a refund of 30% of the price he / she paid when he/she purchased the equipment.

Upon expiration or termination of this Agreement for any reason whatsoever, the Executive Representative shall be entitled to be paid all commissions payable to the date of termination.

14.	Indemnification

Indemnification by Executive Representative. The Executive Representative agrees to indemnify the Company and its officers, directors, employees, agents, representatives, successors and assigns (individually, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) and save and hold each of them harmless against and pays on behalf of or reimburses such Company Indemnified Parties as and when incurred for any Losses, which any such Company Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to, or by virtue of, the failure to perform or breach by the Executive Representative of any of his or her representations, warranties, covenants, agreements, duties or obligations under or pursuant to this Agreement.

15.	Non-Solicitation Executive Representative agrees that during the term of this Agreement, and for a period of two (2) years following termination of this Agreement, it shall not, directly or indirectly, solicit, recruit or induce, or attempt to solicit, recruit, or induce any current or former agent, Executive Representative, contractor, or employee of the Company, or any customer, distributor or owner of the Products to terminate or modify his/her, or its position with, or to compete against, the Company.

16.	Notices All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered or sent by telecopy or electronic mail (with hard copy to follow) or (ii) one (1) day after being sent by reputable overnight express courier (charges prepaid), or (iii) five (5) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, demands and communications to the parties shall be sent to the addresses indicated below:

Notices to the Company:

Ion Genius, LLC

7773 Waikapu Loop

Honolulu, HI, 96825

Telephone:	(866) 25 YOUNG

Facsimile:	(877) 26 YOUNG

Notices to Executive Representative:

______________________

______________________

______________________

Telephone: ____________

Facsimile: ______________

17.	Interpretation As used in this Agreement, the word “including” means without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (i) to sections and exhibits mean the sections of and exhibits attached to this Agreement, (ii) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto. The headings and captions used in this Agreement or in any exhibit hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any exhibit hereto, and all provisions of this Agreement and the exhibits hereto shall be enforced and construed as if no caption or heading had been used herein or therein. Any capitalized terms used in any exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. The exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

18.	Parties in Interest This Agreement and every covenant, term, provision and agreement contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns whether so expressed or not. The Executive Representative shall not be permitted to assign this Agreement or delegate any of his or her duties hereunder to any person without the consent of the Company.

19.	Entire Agreement / Modifications This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and commitments with respect to the subject matter hereof. No amendment or modification of this Agreement shall be effected unless made in writing and signed by each of the parties hereto.

20.	Governing Law This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the State of Hawaii applicable to contracts made and to be performed therein, without regard to conflicts of law rules.

21.	Injunctive Relief The Executive Representative acknowledges and agrees that the Company would be damaged irreparably in the event of any of the provisions of §§10, 11or 12 above are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the Executive Representative agrees that the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of §§10, 11 and 12 to enforce specifically the terms and provisions hereof in any action instituted in any court in the United States or in any State having jurisdiction over the parties and the subject matter (and no bond or other security shall be required in connection therewith) in addition to any other remedy to which they may be entitled pursuant hereto. Notwithstanding the foregoing, if the laws of the State in which any such action is instituted require that a bond or other security be posted by the Company in connection therewith, the parties acknowledge and agree that a bond or other security to be posted by the Company in the amount of One Thousand Dollars ($1,000.00) shall be sufficient.

22.	Dispute Resolution. Subject to the provisions of §21 above and except as otherwise provided in this §22, any claim, controversy or dispute arising out of, or relating to, this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity hereof or the commercial, economic or other relationship of the parties hereto (or their respective affiliates and their and such affiliates’ respective officers, directors, employees, agents or other representatives), whether such claim is based on rights, privileges or interests recognized by, or based upon, statute, tort, common law or otherwise, and whether any such claim existed prior to or arises on or after the date of this Agreement (a “Dispute”), shall be resolved finally, conclusively and exclusively through binding private arbitration The arbitration will be conducted at a suitable location to be chosen by the arbitrator which is within twenty-five (25) miles of the Company’s principal place of business in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect as of the date of this Agreement (the “Rules”). The arbitral tribunal will be composed of one arbitrator, who is a neutral and impartial lawyer with excellent academic and professional credentials, who has practiced law for at least fifteen (15) years, specializing in either general commercial litigation or general corporate and commercial matters and who has had both training and experience as an arbitrator and is generally available to serve as an arbitrator. The arbitrator shall be selected in accordance with the Rules. The arbitrator’s award shall be based on the terms of this Agreement. The arbitration shall be governed by the substantive laws of the State of Hawaii applicable to contracts made and to be performed therein, without regard to conflicts of law rules, and by the arbitration law of the United States Arbitration Act (Title 9, U.S. Code), and the arbitrator shall have no power or authority to order or grant any remedy or relief that a court could not order or grant under applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All fees and expenses of the arbitrator and expenses for hearing facilities and other expenses of arbitration shall be borne by the executive representative, unless the parties otherwise agree or unless the arbitrator in the award assesses such fees and expenses against one of the parties.

23.	Prevailing Party. In the event of any litigation arising out of, in connection with, or related to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all reasonable costs, fees (including reasonable attorneys’ fees) and expenses of the prevailing party.

24.	Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the remainder of this Agreement, and to the extent permitted by applicable law, any such term or provision shall be restricted in applicability or reformed to the minimum extent for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the parties hereto prior to the determination of such invalidity or unenforceability.

25.	Waiver. Except as otherwise provided herein, no waiver of any of the provisions of this Agreement shall be valid or effective unless in writing and signed by the parties hereto; and no waiver of any breach or condition of this Agreement shall be deemed to be a continuing waiver or a waiver of any other breach or condition.

26.	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

27.	No Third Party Beneficiary. Except for the rights, remedies and obligations of the Executive Representative Indemnified Parties and the Company Indemnified Parties as set forth in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person, other than the parties and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, and there are no third party beneficiaries under this Agreement.

28.	Survival. The provisions of 2, 3, 4, 5, 6, 7, 8, 9 10, 11, 12, 13(f), 14, 15 and 16 through 28, shall survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Ion Genius, LLC / Arasys Perfector. LLC/ Ion Magnum, LLC

By:	_______________________________

Xanya Sofra-Weiss Ph.D

CEO, Ion Genius, LLC; Ion Magnum, LLC; Arasys Perfector. LLC

International Director of Research

Executive Representative:

By: _______________________________

Name:	_______________________________

AGREEMENT

connan

2008-10-01

nobody special xanya