CONSIGNMENT AGREEMENT

DANGELCO Dwight Angel Company

State of: _________________

This Consignment Agreement (“Agreement”) is entered into on the (_____________) between:

(“Consignor”) Name and Address: ______________________________________________________

 (“Consignee”) Name and Address______________________________________________________

Background

1. The Consignor desires to consign to the Consignee certain goods set forth on the attached (the “Consigned Goods”), for the purpose of facilitating a sale of the Consigned Goods by the Consignee.

2. The Consignee desires to accept delivery of the Consigned Goods and to make necessary payment to the Consignor upon the sale of such goods on the terms and subject to the conditions set forth in this Agreement.

The Parties agree as follows:

Consignment of Goods

3. The Consignor shall deliver the Consigned Goods for consignment to the Consignee’s Premises, or by mail to: 163 Conrad Hills Road, Havana, Florida 32333. Upon delivery, the Consignee shall accept delivery of the Consigned Goods.

4. The Consigned Goods shall remain the sole property of Consignor until sold. Consignee hereby acknowledges that it takes possession of the consigned goods only on a consignment basis and it does not acquire any property right or security interest in such Consigned Goods.

5. The consignor’s consignment is not a consignment intended as a security.

Title

6. The title to and property of the Consigned Goods shall remain with the Consignor until such time as the Consigned Goods are sold.

Premises

7. The Consignee at its own cost and expense agrees to keep and display the Consigned Goods on his website and other such websites as contracted.

8. The Consignee shall store the Consigned Goods at its premises so as to be at all times segregated from all of the other inventory and shall clearly indicate that the Consigned Goods are the property of the Supplier.

9. Upon any demand by Consignor, Consignee will be responsible to return the Consigned Goods in good order and condition.

Sale of the Consigned Goods

10. The Consignee agrees to use its best efforts to sell the goods on behalf of the Consignor on such terms, and at such prices as shall from time to time be designated by the Consignor.

Payments

11. The Consignee agrees, upon sale, to receive the sale proceeds due to the Consignor and to deliver the sales proceeds, after deducting of all commission, to the Consignor together with an accounting within 30 days of the said sale.

Commissions

12. The Consignee agrees to accept as full payment a commission equal to 20% of the gross sales price exclusive of any sales tax.

Term

13. This Agreement shall commence on [_____________________________] and continue for a period of [_________] months, with the option to extend for an additional [_____________] months upon mutual acceptance.

Independent Contractor

14. The Consignee is, and shall remain, an independent contractor selling to third-party buyers the Consigned Goods. The Company does not appoint the Consignee as its agent or authorize the Consignee to hold itself out as its agent and does not convey to the Consignee any property interest in the Company’s corporate name, trademarks, or goods.

Governing Law

15. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Florida.

Severability

16. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

Limitation of Liability

17. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages.

18. In no event will neither party’s liability on any claim, loss or liability arising out of or connected with this agreement shall exceed the amounts paid to consignor during the _______ months period immediately preceding the event giving rise to such claim or action by consignee.

 Indemnification

19. Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to:

a. any breach of this Agreement, or

b. the gross negligence or willful misconduct of a party’s employees or agents.

Entire Agreement

20. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom.

21. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.

Waiver

22. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED

INTO THIS AGREEMENT AS OF THE EFFECTIVE DATE OF

________________________.

Consignor Signature : _______________________________________________________

Consignor Full Name: _______________________________________________________