Exclusive Marketing and Distribution Agreement between ShieldZone Corporation and CareFit USA for Japan

Summary

ShieldZone Corporation and CareFit USA have entered into an agreement granting CareFit USA exclusive rights to market, distribute, and retail ShieldZone products, including the invisibleSHIELD, in Japan. ShieldZone retains exclusive website rights but allows CareFit exclusive marketing rights for the site, with details to be determined. The agreement starts October 3, 2006, and is reviewed every six months based on milestones such as opening retail locations, establishing manufacturing relationships, and meeting revenue targets. CareFit will share 35% of gross revenues from sales in Japan with ShieldZone, with terms for manufacturing and web sales to be discussed.

EX-10.8 7 ex10_8.htm EXHIBIT 10.8 Exhibit 10.8

SHIELDZONE

ShieldZone Agreement CareFit USA

ShieldZone Corporation agrees to the following partnership between ShieldZone and CareFit USA:

ShieldZone Corporation hereby grants the exclusive marketing, distribution and retail rights to market ShieldZone products, including the invisibleSHIELD, to CareFit USA for the country of Japan.

ShieldZone will maintain exclusive website rights for Japan, but will allow CareFit to have the exclusive marketing rights for that website, based on criteria and revenue share that is yet to be determined and outlined.

These rights shall commence Oct. 3, 2006 and will be reviewed every six months, based on reaching certain pre-determined milestones. The milestones for the first six months are as follows:

1. CareFit USA will have 1 retail location open in Tokyo Dec. 1, 2006 and by June of 2007 will have 20 retail locations within Japan.

2. CareFit USA will have 1 manufacturing relationship within Japan by February 2007.

3. Gross Revenue projections are $100,000 per month by Feb. 1, 2007 and are $500,000 per month by July 2007.

Revenue Share

CareFit USA will revenue share with ShieldZone a standard 35% on all gross revenues from the retailing and reselling of the ShieldZone products and services in Japan. This revenue share will be determined and paid monthly. Pricing and revenue share for a manufacturing partnership and web sales will be discussed between CareFit USA and Shield Zone Corporation.

These rights are not transferable, unless ShieldZone agrees in writing to transfer these rights.

/s/ Phillip J. Chipping

Phillip J. Chipping October 3, 2006

President & Founder ShieldZone

/s/ Robert G. Pedersen II

Robert G. Pedersen II October 3, 2006

Chairman & CEO ShieldZone

/s/ Greg Ellis

Greg Ellis October 3, 2006

Director CareFit USA

ShieldZone Corporation 3855 South 500 West, Suite B Salt Lake City, Utah 84115 office ###-###-#### fax ###-###-####