THIS CONSULTING AGREEMENT (this "Agreement") is executed as of the 8th day of March, 1996, by and
between PACIFIC SOFTWORKS, INC., a California corporation (the "Company") and KENNETH
WOODGRIFT ("Consultant") and is made with respect to the following facts:
A. Consultant is knowledgeable regarding the business of the Company.
B. The Company desires to obtain the consulting services of Consultant relating to the location of inventory
sources, pricing strategies of the Company's products and advertising and promotion strategies using Consultant's
extensive expertise and experience with similar products (the "Consulting Services"), and Consultant desires to
provide these services to the Company.
C. Consultant and the Company believe it is in their mutual best interests to enter into this Agreement pursuant to
the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, THE
PARTIES HERETO AGREE AS FOLLOWS:
1. Term of Agreement. The term of this agreement shall commence as of March 8, 1996 and shall remain in full
force and effect, unless terminated as provided in Section 7 of this Agreement, until August 31, 1999.
2. Services of Consultant. The Company hereby engages Consultant and Consultant hereby agrees to perform
the Consulting Services as described in
Section 3 of this Agreement.
3. Time and Efforts. Consultant agrees that she shall be available to the Company for up to a maximum of fifteen
(15) hours per month during the term of this Agreement. The Consulting Services may be performed at any
location within or outside Ventura County, California, as Consultant in his sole discretion shall determine. The
exact date and time of the Consulting Services shall be as requested by the Company, but subject to the
availability of Consultant as determined by Consultant within his sole discretion. If the Company does not request
the performance of fifteen (15) hours of Consulting Services for