Point of Sale Advertising Agreement between Provision Interactive Technologies, Inc. and Rite Aid HDQTRS. CORP, dated April 12, 2013

Exhibit 10.21

RITE AID HDQTRS. CORP / PROVISION INTERACTIVE TECHNOLOGIES INCORPORATED

POINT OF SALES ADVERTISING AGREEMENT

This Point of Sales Advertising Agreement (the "Agreement") is made on April 12, 2013 by and between Provision Interactive Technologies, Inc, ("PITI"), a California Corporation, with offices at 9253 Eton Avenue, Chatsworth, CA 91311, and Rite Aid HDQTRS. CORP ("Rite Aid"), located at 30 Hunter Lane, Camp Hill, Pa 17011, collectively the "Parties".

Whereas PITI manufactures and distributes a free-standing 30 holographic based kiosk known as the "3D Rewards Center ("3D Rewards Center") with the capability to display 30 advertisements and dispense promotions, sweepstakes, samples, vended products and coupons (collectively "Rewards") in addition to other programs the Parties may agree upon, and creating, producing and selling HoloMedia ™ Point of Sales advertising media (the "POS Ads" or the "Media"), which is broadcast and presented on the System, in addition to 20 displays with the capability to display 2D advertisements, collectively ("Systems");

Whereas PITI wishes to locate Systems in mutually agreed-upon locations within Rite Aid retail stores;

Whereas Rite Aid agrees to allow PITI to place Rite Aid approved Systems in Rite Aid retail stores for the purposes of displaying advertisements, promotions, sweepstakes, samples, coupons and other consumer based or Rite Aid programs that the Parties may agree upon.

NOW, THEREFORE, under the terms, conditions and covenants contained herein, the Parties agree as follows:

Either party may terminate this Agreement if the other party is in material breach of any provision of this Agreement and has not cured such breach within ninety (90) days of notice hereof. Upon termination, PITI will be given one hundred twenty (120) days to remove Systems from the Rite Aid retail locations. The costs to remove Systems from the stores shall be borne by the party that caused the material breach.

The Parties agree to install two hundred (200) Systems, with one hundred Systems designated each for the Los Angeles and New York markets. The wellness+ customer loyalty program, as specified by Rite Aid and agreed to by Provision, will be incorporated onto the System operating platform as part of the initial Phase 1 rollout of two hundred (200) Systems. Following the successful integration of wellness+ as agreed to between the Parties, the Parties will work cooperatively to implement a phased Roll-Out Schedule for additional market implementations following the schedule outlined in Schedule "B" as a guideline. The Parties agree that the Roll-Out Schedule is only a template that can be influenced by a variety of issues, including but not limited to,-advertising, operations and force majeure. The Parties agree to meet quarterly to review the Roll-Out Schedule and make adjustments as agreed upon.

The indemnifying party shall have the right to take and control the defense of any such suit or claim and shall have the right to settle any such claim at its cost and expense. This section will survive the expiration or termination of this Agreement.

PITI shall apply appropriate internal information security practices, including, but not limited to, using appropriate firewall and antivirus software; maintaining said countermeasures, operating systems and other applications with up-to-date virus definitions and security patches; installing and operating security mechanisms in the manner in which they were intended sufficient to ensure Rite Aid will not be impacted nor its operations disrupted; and permitting only authorized users to computer systems applications.

PITI agrees to adhere to industry "best practices" security standards as it pertains to the technology environment hosting and controlling access to data provided by Rite Aid and utilized by both Rite Aid and PITI. PITI further agrees to exercise reasonable due diligence to ensure that any and all of PITI's agents, business partners, contractors and subcontractors maintain compliance with the same industry "best practices" security standards.

Rite Aid reserves the right to terminate this contract at any time, without penalty or any other termination charges, if it determines that PITI's technology environment poses an undue risk to the Rite Aid environment or the Rite Aid networks. These risks include, but are not limited to:

Each Party will use commercially reasonable measures to screen any software provided or made available by it to the other Party hereunder for the purpose of avoiding the introduction of any "virus" or other computer software routine or hardware components which are designed (i) to permit access or use by third parties to the software of the other Party not authorized by this Agreement, (ii) to disable or damage hardware or damage, erase or delay access to software or data of the other Party or (iii) to perform any other similar actions. If a virus is found to have been introduced into Rite Aid's systems or the systems used to provide the Services as a result of a breach of the foregoing covenant, PITI will use commercially reasonable efforts, at no additional charge, to reasonably assist Rite Aid (within the scope of the Services) (A) in eradicating the virus and reversing its effects and (B) to the extent the virus causes a loss of data or operational efficiency as a result of a breach of the foregoing covenant, in mitigating and reversing such losses.

PITI in accordance with its standard security policies and procedures shall perform and share with Rite Aid a summary of the most recent results of any third party security assessment or SSAE 16 assessment of the PITI technology environment. including any Third Party hosting environment.

PITI agrees to regularly audit and monitor information systems processing Rite Aid's business activities to ensure the protection of Rite Aid's information. Monitoring includes, but is not limited to, potential breaches or hacking activity and access to devices. PITI must have defined processes for security alerting, escalation and remediation that are consistent with the Services procured pursuant to the Agreement.

PITI agrees that failure to comply with "industry best practices" and Rite Aid's security standards, Rite Aid may require PITI to provide select agreed upon cyber insurance coverage that will appropriately mitigate any potential risk or undue financial exposures to Rite Aid.

If PITI becomes aware of or determines that PITI's technology or equipment is adversely affected by a security breach, or is causing or is threatening to cause a security breach, incident or other violation of PITI's or Rite Aid's network or security standards. PITI agrees to immediately notify a member of Rite Aid's Technology Management team.

Additionally, if based on Federal and State current information security and privacy laws, a security breach or incident requires Rite Aid or PITI to notify or disclose the incident to Rite Aid associates, PITI or Rite Aid customers, PITI shall be solely responsible for all disclosure requirements including any and all fines and costs associated with these disclosures

The disabled party shall make all reasonable efforts to remove such disability within forty-five (45) days of giving notice of such disability. If the disability continues for more than ten (10) days after the cessation of the reason for such disability, the non-disabled party shall have the right to terminate this Agreement immediately upon written notice, and neither party shall thereafter have any further rights or obligations hereunder. During any period of disability as set forth in this Article 12, the non-disabled party may seek to have its needs, which would otherwise be met hereunder, met by others without liability to the disabled party hereunder.

With a copy to: Provision Legal at same address.

With a copy to: Rite Aid's Legal Department at the same address.

Either party may designate a different address by written notice similarly given. Any notice or demand shall be deemed to have been given or made on the date of receipt as evidence by certified mail receipt or other receipt of air courier service.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into and sign their respective names hereto:

Addendum "A"

The parties agree that the following line items, with estimated costs shown here, will realize actual costs and then be deducted from the gross advertising revenues received by PITI prior to the agreed upon 50/50 revenue split between the parties. Estimated line item costs are:

**Based on fully functional basis, equal to 30% of estimated monthly ad gross revenues of $2600 per month.

Example: $2600 - ($1005 + 26) = $1569

Revenue Share of Rite Aid @ 50% = $784.50

Revenue Share of PITI @ 50% = $784.50

Addendum “B”

2013 Rite Aid Store Roll Out Schedule – Guideline

*Notes

1. Both parties recognize that due to store size, space and other business limitations, the PITI program may not reach 100% store penetration in all Rite Aid markets.

2. Additional Phases of Rollout Schedule, including timing and store counts to be agreed to between the parties.

Addendum "C"

A listing of the initial Systems hardware components and software programs are outlined here to serve as a baseline for future discussions pertaining to the addition of additional programs to the System, as mutually agreed upon between the Parties.

System hardware component parts:

1) One 17" 30 Holographic screen, Provision model HL 17 MD.

2) One 17" open frame touch monitor (touch screen)

3) One thermal printer, capable of printing coupons, receipts rewards, etc.

4) One RFID card reader.

5) Kiosk Stand .... 2 sq. ft footprint, 72" tall. ADA compliant.

6) Electrical: 120V, 60Hz.

7) PC based, network ready for DSL, Ethernet, or Wireless connectivity.

8) Audio speakers for both HL 17MD and Touch Screens.

9) UPS (uninterruptible power supply)

10) Rite Aid to determine kiosk color(s) and exterior branding, if any.

11) The parties will work cooperatively on 30 topper redesign to the mutual satisfaction and required approval of both parties.

System Software Programs

1) Provision Coupon Application Program

2) Provision Sampling Vending Program (Provision Optional)

3) Provision Content Management Program

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