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THIS ASSIGNMENT AND EXCLUSIVE SERVICES AGREEMENT is made and entered into this 26th day of May, 2006 to be effective as of April 1, 2006 (the “Effective Date”) by and between DIVERSE TALENT GROUP, INC., a California corporation (“DTGroup”), Christopher Nassif (“Nassif” or collectively with DTGroup, “DT”) and DIVERSE MEDIA GROUP CORP. (“DMG”) a Utah corporation and a wholly-owned subsidiary of Cirtran Corporation, a Nevada corporation.

RECITALS

A. DT operates as a licensed talent agency in Los Angeles, California. DT has developed extensive industry contacts among both talent and producers.

B. DMG is commencing a diversified media business of product marketing, infomercial production, media financing and product merchandising services to the Direct Response and Entertainment Industries. As part of such business, DMG intends to establish an exclusive operations relationship with DT whereby DMG will outsource its talent agency operations to DT and provide financing to DT to assist in its growth.

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8. Buy-Sell Agreement.

(a) In the event that this Agreement terminates due to a non-renewal by either party pursuant to paragraph 7(a), then upon termination (i) DTGroup shall have the option to purchase the Talent Division Assets (as defined below) not already owned by it (the “DTGroup Option”), and (ii) DMG will have the option to purchase the Talent Division Assets as defined below (the “DMG Option” or collectively with the DTGroup Option, the “Options”) not already owned by it on the terms outlined herein. Each of the parties will have 45 days after the effective date of termination to notify the other party whether or not it desires to exercise its Option.

(b) The exercise price of the Options will be equal to 50% of the average annual Gross Profit used in calculating DTGroup’s ongoing compensation for the three years preceding termination.
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This Trademark License and Services Agreement (this “Agreement”) is made as of September 7, 2006, between Vita Ventures, LLC, a Delaware Limited Liability Company (“Licensee”), 8 Henderson Drive, West Caldwell, New Jersey 07006, Attention: Keith Frankel, and G-Nutritional, LLC, a Delaware limited liability company (“GN” and together with Licensee, the “Parties”), c/o George Foreman Enterprises, Inc., 100 North Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, PA 18702, Attention: Efrem Gerszberg. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (defined below).

WHEREAS, concurrently herewith, Vitaquest International LLC (“VQT”) and GN have entered into a certain Operating Agreement (the “Operating Agreement”);

WHEREAS, GN controls right to use the name and likeness (the “Property”) of George Foreman (“Celebrity”) in connection with the sale of products principally related to wellness, vitamins and nutritional supplements (the “Products”);

WHEREAS, GN has the power and authority to grant to Licensee the right, privilege and license to use the Property in connection with the sale of the Products; and

WHEREAS, Licensee desires to obtain from GN a license to use the Property in connection with the sale of the Products.

NOW, THEREFORE, in consideration of the Operating Agreement and the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Section 1. Grant.

Subject to the terms and conditions hereof, GN hereby grants Licensee the world-wide non-exclusive license to use the Property during the Term (as defined below) in connection with the sale of the Products.

Section 2. Services.

2.1. GN shall cause Celebrity to perform such services, at no charge except as otherwise provided herein, for the purpose of shooting one (1) infomercial as may be approved in advance by GN (the “Services”) during the Term. Notwithstanding any implication herein to the contrary, in no event will Celebrity be required to perform more than three (3) days of services hereunder during the Term (of which no more than two (2) days may be consecutive, unless Celebrity otherwise agrees in writing) in connection with the shooting of the single infomercial, exclusive of travel time.
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ARTICLE IV
ASSISTANCE OF METROPCS IN PREPARING
BUDGETS AND BUSINESS PLANS
4.1 General
(a) In developing the Royal Street Systems and the related Annual Budgets, Royal Street intends to establish Royal Street Systems capable of providing service of high quality that are fully competitive with any other provider of like Commercial Mobile Radio Service in each Market.

(b) In connection with the development of the Business Plan and Annual Budgets, Royal Street shall inform MetroPCS of the nature and type of services that the Royal Street Systems shall offer, the terms upon which such services shall be offered, and the prices to be charged with respect to such services.

(c) The services provided by MetroPCS to Royal Street under this Agreement are based upon Royal Street’s intention to provide wholesale carrier-to- carrier services rather than retail carrier-to-end user services. If the Management Committee decides to provide retail services to the public, the Parties shall, upon request of Royal Street, negotiate in good faith to modify the services provided by MetroPCS accordingly.

4.2 Support With Annual Budgets
Upon request of Royal Street, MetroPCS shall provide the Budget Officer with information useful in his preparation of the initial Annual Budget and subsequent Annual Budgets including, but not limited to, reports, data and other information.

4.3 Support With Business Plans
Upon request of Royal Street, MetroPCS shall provide the Planning Group with information useful in the preparation of the Royal Street Business Plan including, but not limited to, reports, data, and other information.
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This Sun ServiceManagerSM Agreement (“Agreement”) is entered into between Sun Microsystems, Inc., with its principal place of business at 901 San Antonio Road, Palo Alto, California 94303 (“Sun”) and Strategic Technologies, Inc., with its principal place of business at 301 Gregson Drive Cary, North Carolina 27511 (“Reseller”). Reseller is an authorized Sun Direct Value Added Reseller (“DVAR”) or Indirect Value Added Reseller (“IVAR”) (Reseller Agreement No CS-US-004107-R) in the United States.

1. SCOPE. This Agreement establishes the terms and conditions under which Reseller will market and sell, or incorporate for resale, Sun hardware maintenance, software support and other services (“Services”) in the United States to end-user support customers other than the Federal Government (“Support Customers”). Services include, but are not limited to, Sun’s service support programs (“Support Programs”), educational services and consulting services.

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3. RESELLER OBLIGATIONS.

3.1 Sale and Support. Reseller will use its best efforts to offer, promote, market and sell Services. The sale and support of Services must be performed at all times by Reseller’s full-time personnel who are trained and certified as specified by Sun. Reseller will contract with its Support Customers to provide Services which it resells to its Support Customer on terms substantially similar in all material respects to those contained in Sun’s end-user contracts. Notwithstanding the foregoing, Reseller has the right to establish the prices, and all other commercial terms, at which it resells Services to its Support Customers.
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ORIGINAL

BALTIMORE COUNTY, MARYLAND
CONTRACT

THIS AGREEMENT made this 29th day of March, 2007, (the “Agreement”) is by and between Baltimore County, Maryland, a body corporate and politic, (hereinafter “County”) and CONMED, Inc., 9375 Chesapeake Street, #203, LaPlata, Maryland 20646 (hereinafter the “Contractor”).

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30. Compliance With Federal HIPAA And State Confidentiality Laws

A. The Contractor acknowledges its duty to become familiar with and comply, to the extent applicable, with all requirements of the Federal Health Insurance Portability and Accountability Act (HIPAA), 42 U.S.C. §§ 1320 et seq., as the same may be amended from time to time and implementing regulations including 45 CFR Parts 160 and 164, as the same may be amended from time to time, the Contractor also agrees to comply with the Maryland Confidentiality of Medical Records Act (MCMRA), Md. Code Ann. Health-General §§4-301 et seq., as the same may be amended from time to time. This obligation includes:

1. As necessary, adhering to the privacy and security requirements for protected health information and medical records under federal HIPAA and State MCMRA and making the transmission of all electronic information compatible with the federal HIPAA requirements; and

2. Providing good management practices regarding all health information and medical records.

B. The Contractor must execute a business associate agreement as required by HIPAA regulations at 45 CFR §164.501, as the same may be amended from time to time. The fully executed business associate agreement must be submitted within 10 working days after notification of selection, or within 10 days after award, whichever is earlier. Upon expiration of the ten-day submission period, if the County determines that the Contractor has not provided the HIPAA agreement required by this Agreement, the Procurement Officer, upon review of the Baltimore County Office of Law, may determine the Contractor to be in default of this Agreement.

C. Protected Health Information as defined in the HIPAA regulations at 45 CFR 160.103 and 164.501, as, the same may be amended from time to time, means information transmitted as defined in the regulations, that is individually identifiable; that is created or received by a healthcare provider, health plan, public health authority, employer, life insurer, school or university, or healthcare clearinghouse; and that is related to the past, present, or future physical or mental health or condition of an individual, to the provision of healthcare to an individual, or to the past, present, or future payment for the provision of healthcare to an individual. The definition excludes certain education records as well as employment records held by a covered entity in its role as employer.
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This Advisory Services Agreement (the “Agreement”), dated as of January 1, 2005 by and between MMM Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Advisor”) and MMM Healthcare, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Operator”).

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SECTION 1. APPOINTMENT OF ADVISOROperator hereby appoints and engages Advisor as Advisor to the MA Business, and Advisor agrees to act as Advisor to the MA Business to during the term of this Agreement upon the terms and conditions hereinafter stated. In providing services hereunder, Advisor shall exercise reasonable care and shall perform its duties hereunder in accordance with industry best practices and accepted professional standards, and in any event, shall exercise at least the same degree of diligence and skill applied by Advisor in its other business operations. Advisor shall comply with Operator’s policies made known to Advisor by Operator. In the absence of any such policy, Advisor shall exercise its reasonable judgment in performing its services hereunder. Any advice, policy, process or procedure for the MA Business proposed by Advisor, and any subsequent amendments or additions, hereunder shall be subject to Operator’s approval which approval may not be withheld or delayed in Operator’s sole and unfettered discretion. In providing services hereunder, Advisor shall operate in compliance with the requirements of governmental authorities and third party payors.

During the term of this Agreement, Operator shall retain authority over the MA Business as required by law in accordance with the licenses held by the MA Business. Nothing in this Agreement shall require or obligate Advisor to perform any service or to undertake any responsibility with respect to any matter that by law, regulation or requirement of a governmental authority or third party payor is required to be the direct responsibility or obligation of a holder of such licenses.
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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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