REVENUE SHARING AGREEMENT

This Agreement, entered into this 5th day of August, 2004, by and between Pop N GO ("Pop N Go'), located at 12429 East Putnam Street, Whitter, CA 90602, and Canalport Vending Company, Inc., an Illinois corporation, located at 2635 S. Wabash Avenue, Chicago, Cook County, Illinois 60616 ("Canalport'). Pop N Go and Canalport may referred to hereafter as the "Party" or collectively as the "Parties" where applicable.


RECITALS


Whereas, Pop n Go is in the business of owning certain food vending machines and desires by this agreement to allow Canalport to place and operate some of Pop N Go's vending machines in certain locations in exchange for a specified share of the revenue generated by the placement and operation of the vending machines in certain locations by Canalport as is specified herein below;


Whereas, Canalport, is among other things, in the business of operating food and other vending machines


Whereas Canalport likewise desires to enter into this agreement whereby Canalport agrees to a specified share of the revenue generated by Canalport's placement and operation of Pop N Go's vending machines with Pop N Go as is specified herein below;


Now, therefore, for and in consideration of the mutual promises hereinafter contained, and the sum of Ten and 00/100 ($10.00) Dollars to the other in hand paid, the receipt and sufficiency whereof are hereby acknowledged, the Parties do hereby covenant, agree, contract, represent and warrant as follows:


1.Relationship of the Parties as Independent Contractors. The relationship of Pop N Go and Canalport shall be that of independent contractors and not employer-employee or any relationship other than that of independent contractors to one another.


2. Ownership of the Vending Machine Equipment. The vending machines shall be considered to be the property of Pop N Go.


3. Type of Vending Machine to be Provided by Pop N Go. The Pop N Go Model 700 popcorn machine shall be provided by Pop N Go to Canalport.


4. Location Selection. Canalport shall have the right to select the locations for the placement of the vending machines and shall do so in its sole direction, unless specifically and reasonably objected to in writing by Pop N Go.


5.Product Pricing. The Parties shall agree on a product pricing schedule for each location in writing. The Parties hereto acknowledge that because the amount of commission which a location may require be paid to it by Canalport may fluctuate, so will the percentage of sharing of revenue between Pop N Go and Canalport. Thus, the percentage of sharing of revenue between Pop N Go and Canalport shall be agreed upon in writing by Pop N Go and Canalport on a location by location basis whereby the Parties shall specify in writing in a form agreeable to each party the percentage of revenue sharing between the Parties, as is more fully set forth in paragraph 12 below. The Parties also acknowledge that the Model 7000 Pop N Go machine is equipped with a non- resettable counter. The Parties agree that if Pop N Go reasonably believes that Canalport has tampered or is tampering with the counter, then Pop N Go shall serve Canalport with written notice of the circumstances relating to the alleged tampering and allow Canalport the opportunity to investigate any such alleged tampering and to further allow Canalport fifteen (15) business days to ensure Pop N Go that either no tampering has occurred or to ensure that no further tampering will occur. If Canalport fails to reasonably investigate the tampering allegations and thereafter stops any tampering, Canalport may be notified of a violation of this agreement.


6. Canalport to be Responsible for Placement of Products to the Vending Machines. Canalport shall provide all supplies (popcorn, topping oil, napkins salt, and cups) for the machines. Further, Canalport shall be responsible for maintaining adequate supply inventory levels for the machines.


7. Visual Appearance of Vending Machines. Canalport agrees not to change the visual appearance of the machine or install any decals (with the exception of a service decal that provides the Operator's phone number) without prior written notice from Pop N Go.


8. Compliance with Applicable Laws. Canalport shall at all times be and remain in compliance with all applicable local, state, and federal laws, regulations and codes concerning the vending industry, Further, where possible Canalport shall coordinate installations with Pop N Go.


9. Permits and Licenses. Pop N Go shall be responsible for all required permits and licenses.


10.Service of Vending Machines. Canalport shall be responsible for weekly restoc ...