Third Draft Business Agreement Dated 30 September 2011

This agreement between Steven B. Lewis. referred to herein as Principal, representing OpticPro L.L.C., dba TakeItDownPoker.com and Lawrence E. Birke, here in referred to as Contractor, representing, self, sets forth the terms and conditions under which the Principal will initially assist the Contractor to establish a business operation in the marketing, display and sale of products manufactured and/or distributed by Principal and its current and future subsidiaries in the Western U.S.A. States of California, Nevada, Oregon, Washington and Arizona. In addition this agreement attempts to outline the ongoing relationship and commitments of both Principal and Contractor with regard to continued operations in the Western U.S.A. 1. Initial Inventory and Investment. Principal agrees to provide Contractor with approximately 600 custom poker card guards (card protectors) to initially stock Contractor starting sales inventory. These card protectors will be sold to Mr. Birke at $6 each for an initial 500 basic card protectors and for an approximate $20-$100 each for an additional 100, more or less, custom-designed and produced card protectors. (Custom-designed and produced and basic card protectors can be viewed at www.takeitdownpoker.com the total cost of the initial, starting, inventory will be approximately $5000. 2. Sales Trial Period. Contractor agrees to pay Principal $2500 upon receipt of the starting sales inventory and the balance of approximately $2500 within the first 6 months (sales trial period) of Contractor Western U.S.A. operations. The sales trial period begins on the day of first display and sale of Principal material at any venue or November 10, 2011. In the event that Contractor cannot pay the initial inventory outstanding balance within 6 months, all card protectors and any other material provided by Mr. Lewis during the sales trial period, will be returned to Principal within 30 days following the end of the sales trial period. Principal agrees to reimburse Contractor within 30 days from the date of receipt for all undamaged material purchased during the trial period at the initial direct cost basis. At the end of the trial period, all paid for product becomes the exclusive property of Contractor and can be returned for EXCHANGE

ONLY, for equal value items produced by Principal. 2a. Contractor will provide Principal with photos of all display setups at all locations and a running account of sales figures. 3. Merchandise for Sale. Contractor agrees to market, display and sell only that material produced by Principal Restocking of the initial inventory or subsequent enlargement of the initial inventory will be conducted at a cost of $5 per basic card protector and 25% to 50% of the recommended sales price for custom designed card protectors. In the event of manufacturing production cost increases, the price of basic it is understood that Principal also sells certain purchased items (i.e. poker glasses, card decks, clothing). If Contractor desires to sell such items in the Western U.S.A., he will purchase said items exclusively from Principal at a mutually agreed price. It is understood that the purchase of all future material will include the cost of shipping unless Contractor picks up said item directly from Principal. Payment for subsequent purchase of produced and not produced items plus shipping from Principal will be made at the time of order by direct deposit into Principal Wells Fargo bank account. This agreement in no way should be read to limit Contractor discretionary option to market, display and sell items and material not produced or marketed by Principal so long as the display of these items occupies less than 40% of the available display area at each venue. Upon receipt of the initial inventory, The Contractor agrees to sign a separate non- compete document with Principal for a term of five (5) years. While not part of this Agreement, the non-compete document is made an addendum hereto by reference. Principal will also provide Contractor with a non-compete agreement with regard to all future business ideas discussed between the two. And both parties will share in any derived profit from these exchanged ideas on a percentage basis if agreed to by both parties. 4. Exclusive Territory. Providing that Contractor or his representative(s) attends, markets, and/or sells Principal products at a minimum of 12 casino or card room tournaments annually, representing at least 150 tournament days onsite; and that Contractor does not violate any of the terms and conditions of this Agreement Contractor will have the exclusive right to market Principal items within the Western U.S.A. Under the conditions stated above, Principal and its existing, or future associated companies, will not directly compete nor provide any individual or company assistance or products produced or distributed by Principal, for marketing, display of sale in the Exclusive Territory. Principal DOES already market, display and sale

at venues within the Exclusive territory, some of which places have not been disclosed to Contractor, after the non-compete agreements are in place all of this information will be shared with Contractor. Principal will continue to market, display and sale within the territory infinitely and continually though out the life of this agreement. Principal may also fill in for Contractor at any time Contractor schedule conflicts or overlaps and he is unable to provide suitable coverage of available venues and may have Contractor fill in for Principal at any time agreed upon between the two parties. In the event of a good faith effort by Contractor to attend at least the number and days of tournaments listed above, but being refused or prohibited limited by the card room or casino, Contractor can substitute attendance at other relevant venues (race tracks, fairs, flea markets, etc.) on a 2 for 1 basis (2 race tracks equals one casino) in order to satisfy the conditions of this paragraph.. 4a. Exclusive Territory is defined as the States of Washington, Oregon, California, Nevada, and Arizona. Principal will not exclude Contractor from expanding the range of the Territory at a future date to a world wide Basis as mutually agreed upon in writing by both Contractor and Principal. This future agreement will become part of this agreement.

5. Sales Trial Period Operations. During the first 6 months of operation, Contractor will function on the West Coast as a representative of Principal. However at those locations were Contractor conducts sales, Contractor will be responsible for the payment of all State and local fees, taxes and licenses necessary to conduct business. At those locations where Principal has had previous dealings and/or responded to existing governmental or site requirements, Contractor will utilize these existing sales licenses, tax registrations, insurance policies and riders, event/venue contracts, etc. Necessary to conduct business. Any new licenses or permits that are needed to conduct business will be procured by Contractor for Principal. Following discussion and pre-approval by Principal. Following the first 6 month period, decisions to continue under existing permits and contracts, or to have Contractor secure his own licenses, permits, insurance, etc. will be made by mutual agreement 6. Information Exchange and Training. Within the first 30 days of exhibit and sale of Principal material by Contractor, Principal will make a good faith effort to provide Mr. Birke with the following material:

a. A listing of all casinos, card rooms, or other venues in the Western U.S.A. where he has marketed or presented, in person, over the phone or by mail, the activities and/or products of Principal. This listing should attempt to summarize the approximate date of contact, who at the organization was contacted, what was discussed, what was left or sent to the contact, and what agreements or results were produced. Copies of any written correspondence or written agreements, including insurance riders should be provided, if possible. b. Copies of any and all documents in his possession representing State and local requirements for conducting business in Nevada, California, Oregon, Washington, or Arizona, whether satisfied or not, by Principal. If Principal has any knowledge of governmental requirements affect our business on the West Coast, he will also convey these to Contractor. c. For the purpose of marketing to casinos and card rooms, Principal will provide to Contractor a representative number of photographs which depict setup, sales and/or display of Principal material from at least 4 venues. d. To be used at both marketing meetings with card room or casino management and to increase the purchase options available to prospective buyers at the display tables, Principal will provide Contractor with individual photographs of at least 250 additional poker card guards in digital media form, which Contractor does not have on display or in his possession Contractor will take the responsibility to organize these photographs in an accessible and attractively presentable manner. e. At the signing of this Agreement, it is obvious that Principal has considerably more experience than Contractor in the marketing, sales and operations of this endeavor. Therefore Principal agrees to address the activities described below with Contractor in an open and complete manner allowing for a written outline to be produced: i. approach to casino/card room management to obtain a positive response for allowing our operations (a marketing plan) ii. A list of do's and don'ts when dealing with casino personnel iii. procedures/techniques for setup and display of merchandise. iv. Optimal hours and days of operation. v. possible problems, impediments, or obstacles encountered during operations. vi. Possible charges, limitations and/or requirements by casinos/card rooms for our operation. What is acceptable to us and

what is not with regard to these actions. f. Business information, be it present or future, will be exchanged freely between Principal and Contractor at no cost to either. 7. Pricing. Because many tournaments, particularly the larger ones, attract poker players from across the country and around the world, it is important that all representatives of Principal sell similar material at similar prices. Therefore it is proposed that basic card protectors sell for $20 each, including tax, or $35 for two, or $50 for 3. Quantities beyond 3 can be individually negotiated. The value of including tax in the purchase price makes sales and money management at the table much easier. Prices for the higher priced, custom designed protectors can be found on the TakeItDownPoker.com Website or individually determined. 8. Ongoing Western U.S.A. Operations. Providing all terms and conditions of this Agreement and local and State ordinances are satisfied, Contractor will have the unilateral right to operate the business and conduct sales as he deems appropriate. This may include, but not be limited to; the hiring and training of additional staff, the conduct of sales at any alternative locations, selling items not marketed by Principal, giving away normally sold items as promotions, etc. 9. Principal Operations. In the event that Principal decides to terminate the operations of OpticPro L.C.C./TakeItDownPoker.com by neither manufacturing nor marketing products to the adult gaming industry as a result of personal or economic reasons, Principal will give Contractor the first right of refusal to purchase said business and existing inventory at a mutually negotiated price. As a condition of the sale Principal will instruct Contractor on all procedures, equipment use and raw materials used in the manufacture of items here to fore manufactured and distributed by TakeItDownPoker.com. If TakeItDownPoker.com is sold to a third party; Principal will make a good faith effort to include the commitments of this Agreement as a condition of this sale. 10. Agreement Termination. Principal options for the termination of this arrangement with Contractor are two: (1) violation of the terms and/or conditions of this Agreement by Contractor; and (2) the complete secession, due to personal or financial reasons, of production and/or sales by Principal of all products currently produced or marketed, in both cases Principal will give Contractor 30 day notice of plans to terminate the

Agreement. In the first case Contractor will have 30 days to remedy the apparent Agreement violations and continue business as usual. In both cases Contractor will have 30 days to return all purchased not paid for material to Principal. Contractor has the unilateral option to terminate this arrangement/Agreement upon giving Principal 30 days notice. During the final 30 days Contractor will continue to fulfill attendance obligations at the discretion of Principal. At the end of 30 days all remaining not paid for stock will be returned to Principal.

This Agreement is activated by the approval signatures below:

By Mr. Steven Lewis For OpticPro L.L.C. and TakeItDownPoker.com _______________

by Mr. Lawrence Birke

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