This Private Label Supply Agreement and Strategic Alliance (“Agreement”), dated August 25, 2005 (“Effective Date”), is entered into by NutraCea, a California corporation (“NUTRA”), and ITV Global, a Nevada corporation (“ITV”).

Recitals

A. NUTRA is engaged in the business of producing and selling various types of nutritional products.

B. ITV is engaged in the business of marketing and selling various types of products via Direct Response advertising.

C. ITV and NUTRA desire that ITV purchase from NUTRA, and NUTRA sell to ITV, upon and subject to the terms and conditions set forth in this Agreement, certain products mentioned herein.

D. ITV and NUTRA desire that ITV exclusively market and distribute world-wide certain products labeled and marketed as the “Rice Patty” collection, as described herein.

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2.4 Fulfillment of Product. NUTRA shall contract with one or more third party manufacturer(s) to manufacture, assemble, package, and label the Products. The manufacturer shall be a company selected in writing by NUTRA. The manufacturer must be able to supply Product of at least equal quality to the Product currently supplied by NUTRA. The manufacturer shall be obligated to obtain the “RiSolubles” and other SRB derivatives from NUTRA, and shall utilize the same Product formulations and raw material sources of supply as currently utilized by NUTRA, without variations, except to the extent expressly approved by NUTRA in advance and in writing. Such manufacturer shall contract directly with NUTRA to provide the Product and shall ship the Product to ITV in accordance with all ITV purchase orders to NUTRA issued pursuant to this Agreement. ITV shall not place orders directly with the manufacturer. ITV shall enter into a written agreement with the manufacturer to guaranty payment for all Product produced pursuant to the manufacturing agreement and such guaranty shall be the sole recourse of the manufacturer in the event of a payment default under the manufacturing agreement. The current and future manufacturer must accept ITV as the sole source of payment under the manufacturing agreement and must agree to be paid for each shipment * days following shipment of the Product order. During the term of this Agreement the parties agree to evaluate alternate manufacturing options, subject to approval by NUTRA in its sole discretion. If, at any time in the future, NUTRA agrees to utilize a manufacturer approved by ITV and that manufacturer does not agree to accept ITV as the sole source of payment under the manufacturing agreement, ITV shall pay for the Product on alternate payment terms that protect NUTRA from liability for the manufacturing costs. All manufacturers must enter into a nondisclosure and non-circumvention agreement in a form acceptable to NUTRA prior to obtaining proprietary Product Information, submitting bids, or commencement of any manufacturing activities.
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This Agreement is made on the 19th day of May, 2006 by and between Collectible Concepts Group, Inc. (“CCGI”) having its principal offices at 1600 Lower State Road, Doylestown, PA 18901 and WI-FI TV, Inc. (WIFI) with principal offices at 3408 Via Oporto, Suite 202, Newport Beach, CA 92663, (collectively the “Parties”).

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1.0 RESPONSIBILITIES OF WIFI:

1.1 WIFI shall create a Collectible category page for CCGI Products and Content and will include portions of the Products and Content on the WIFI Sports and other WIFI Category pages on the Platform.

1.2 WIFI shall create a Collectible Concepts channel which will feature, initially, a single program which will be changed on a regular basis. Later this may become a channel with an entire 24/7 schedule of shows.

1.3 WIFI shall place banner ads, at its discretion, throughout its web site promoting the sale of the CCGI Products and Content.

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2.0 RESPONSIBILITIES OF CCGI

2.1 CCGI shall make available all of its collectibles which it sells over the Internet for inclusion in the CCGI themed portion of the WIFI Shopping Cart. These consist of such items as officially licensed products for the NFL, NHL, NBA, Shaq, L.A. Lakers, Denver Nuggets, Miami Heat, Boston Celtics, Atlanta Hawks, Chicago Bulls, U.S. Army, U.S. Navy, U.S. Marine Corps, U.S. Coast Guard U.S. Air Force, and others as well as Bandsigns and other custom products.

2.2 CCGI will make available special sales packages (“WIFI Packages”) consisting of selected collectible items. The WIFI Packages will be made available for exclusive sale by WIFI on the Platform The WIFI Packages shall not be available for sale on any other source or web site on the Internet.
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This Strategic Alliance Agreement is made and entered into this 5th day of April 2004, by and between Utek Corporation (“UTK”), 202 South Wheeler Street, Plant City, Florida 33566, a Delaware Corporation, and Manakoa Services Company (“MKOS”), 7203 W. Deschutes Avenue, Suite B, Kennewick, WA 99336 a Nevada Corporation.

WITNESSETH:

WHEREAS, MKOS desires to engage UTK to provide the services as set forth in this Agreement, and

WHEREAS, UTK is agreeable to provide these services.

NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

I. ENGAGEMENT

MKOS hereby retains UTK to provide those services as defined herein and UTK hereby agrees to the appointment on the terms and conditions hereinafter set forth and agrees to use commercially reasonable efforts in providing said services.

II. INDEPENDENT CONTRACTOR

UTK shall be, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder.
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THIS AGREEMENT, is hereby entered into this 15th day of November, 2005 between Worldwide Business Solutions Incorporated, a Colorado USA corporation (hereinafter referred to as “WBSI”) having its principal office at 3801 E Florida Avenue, Suite 400, Denver, CO 80210 USA and Microsistemas Gerenciales, S.A. de C.V. (Migesa), a Mexican corporation, (hereinafter referred to as “Alliance Center “) having its principal office at Ave Hidalgo 2294 Pte, Col Obispado, Monterrey, N.L. Mexico.

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8. No Creation of Partnership. This Agreement does not create or constitute a partnership for tax or other purposes. All decisions regarding effectuation this Agreement and any action to be taken hereunder shall be solely at the discretion of the Party making such decision. Neither Party shall hold itself out as an agent of the other. Neither Party shall have any authority to bind or obligate the other in any manner.
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Business Alliance Agreement with SMS Biz Sdn. Bhd. and Its
Shareholders

BUSINESS ALLIANCEMENT AGREEMENT

This BUSINESS ALLIANCE AGREEMENT (the “Agreement”), dated as of November 28th, 2006, by and among Asia Payment Systems, Inc., a Nevada corporation, having a principal office address at 39^th Floor, One Exchange Square, 8, Connaught Place, Central, Hong Kong (hereinafter referred to as the “Company”) and SMS Biz Sdn. Bhd., a corporation incorporated in Malaysia, having a registered address at Unit 3A-11, 3A Floor, Suite A, Block A, Damansara Intan, No, 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor, Malaysia (hereinafter referred to as “SMSBIZ”), and the shareholders of SMSBIZ, namely, Yap Kit Chuan, holding Malaysian I/D Card number 761028-05-5043 (hereinafter referred to as “YAP”), and Chua Tong Ling, holding Malaysian I/D Card number 741021-06-5056 (hereinafter referred to as “CHUA”), both residing at No. 25, Jalan SP 6/3, Taman Segar Perdana, 43200 Cheras, Selangor, Malaysia .

W I T N E S S E T H:

WHEREAS, YAP and CHUA (hereinafter collectively referred to as “the Vendors”) presently own 100% of the common stock of SMSBIZ (hereinafter referred to as “the SMSBIZ Shares”) and are the two directors of SMSBIZ which conducts prepaid and postpaid long distance call services by issuing prepaid cards and sell such cards to individual end users and opening accounts to corporate and home users in Malaysia through appointed distributors and/or retailers and/or agents.

WHEREAS, the Company presently conducts payments and loyalty rewards related businesses in Asia and desires to make certain business alliances with SMSBIZ and/or the Vendors which include the granting of an option by the Vendors for the Company to acquire from them all of their SMSBIZ Shares in the future, the assignment of a distributorship agreement from a company in Malaysia which is owned and controlled by the Vendors, to the Company, the appointment of an experienced individual to be the general manager of SMSBIZ, and the assistance to be provided by the Company to SMSBIZ to apply for a Multimedia Super Corridor Status in Malaysia, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

Definitions

In addition to terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings indicated below:

“Agreement” shall mean this Business Alliance Agreement together with all exhibits and schedules referred to herein, which exhibits and schedules are incorporated herein and made a part hereof.

“Commission” shall mean the United States Securities and Exchange Commission.

“Company Common Stock” shall mean the shares of the Company’s $0.001 par value per share common stock

“Confidential Information” means any information concerning the businesses and affairs of SMSBIZ or the Company that is not already generally available to the public.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Indemnified Party” shall have the meaning set forth in Section 5.7. “Indemnifying Party” shall have the meaning set forth in Section 5.7.

“SMSBIZ Share” shall mean the shares of SMSBIZ’s Ringgit Malaysia One (RM1.00) par value per share common stock.

“Investments” shall mean, with respect to any Person, all advances, loans or extensions of credit to any other Person (except for extensions of credit to customers in the ordinary course of business), all purchases or commitments to purchase any stock, bonds, notes, debentures or other securities of any other Person, and any other investment in any other Person, including partnerships or joint ventures (whether by capital contribution or otherwise) or other similar arrangement (whether written or oral) with any Person, including, but not limited to, arrangements in which (i) the first Person shares profits and losses of the other Person, (ii) any such other Person has the right to obligate or bind the first Person to any third party, or (iii) the first Person may be wholly or partially liable for the debts or obligations of such partnership, joint venture or other entity.

“Knowledge” shall mean, in the case of any Person who is an individual, knowledge that a reasonable individual under similar circumstances would have after such reasonable investigation and inquiry as such reasonable individual would under such similar circumstances make, and in the case of a Person other than an individual, the knowledge that a senior officer, director or manager of such Person, or any other Person having responsibility for the particular subject matter at issue of such Person, would have after such reasonable investigation and inquiry as such senior officer, director, manager or responsible Person would under such similar circumstances make.

“Law” and “Laws” shall mean any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law.

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“Liabilities” shall mean any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, including, without limitation, liabilities on account of taxes, other governmental charges or Litigation, whether or not of a kind required by GAAP to be set forth on a financial statement.

“Litigation” shall mean any actions, suits, investigations, claims or proceedings.

“Material Adverse Effect” shall mean any event or condition of any character which has had or could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, assets, liabilities, properties, or business of the Company or SMSBIZ, as applicable.

“Periodic Reports” shall mean the Forms 10-KSB, 10-QSB, 8-K, and other Commission filings required by the Securities Exchange Act of 1934, as amended and Securities Act of 1933, as amended which have been filed by the Company with the Commission for the period beginning on January 1, 2005 and ending at the Closing Date.

“Person” shall mean any natural person, corporation, unincorporated organization, partnership, association, limited liability company, joint stock company, joint venture, trust or government, or any agency or political subdivision of any government or any other entity.

“Preferred Shares” shall mean the Series C Convertible Preferred Shares and/or Series D Convertible Preferred Shares of the Company containing the rights and preferences thereof as set forth on Exhibit A to this Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Tax” and “Taxes” shall mean (i) all income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, withholding, severance, occupation, social security, unemployment compensation, alternative minimum, value added, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any governmental or regulatory authority with respect thereto, (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of a consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee or successor to any person or as a result of any express or implied obligation to indemnify any other Person.

“Termination Date” shall have the meaning set forth in Section 6.6.

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