8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 28, 2011

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AS SEEN ON TV, INC.

(Exact name of registrant as specified in its charter)

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Florida	000-53539	80-149096
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

14044 Icot Blvd., Clearwater, Florida 33760

(Address of principal executive offices) (Zip Code)

727-288-2738

Registrant’s telephone number, including area code

H&H IMPORTS, INC.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement

On October 28, 2011 (the “Closing Date”), As Seen On TV, Inc., a Florida corporation (the “Company”), entered into and consummated a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors for the private sale (the “Offering”) of 243.1 units (each, a “Unit”) at $50,000 per Unit, each Unit consisting of (i) 62,500 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (ii) warrants to purchase 62,500 shares of Common Stock at an initial exercise price of $1.00 per share (the “Warrants”).  Accordingly, for each $0.80 invested, investors received one share of Common Stock and one Warrant. The Company received gross proceeds of $12,155,000 and issued an aggregate of 15,193,750 shares of Common Stock and 15,193,750 Warrants to the investors pursuant to the Securities Purchase Agreement.  

The Warrants are exercisable at any time within five years from the Closing Date at an exercise price of $1.00 per share with cashless exercise in the event a registration statement covering the resale of the shares underlying the Warrants is not in effect within six months of the completion of the Offering.  The Warrants also provide for full-ratchet anti-dilution protection in the event that any shares of Common Stock, or securities convertible into Common Stock, are issued at less than the exercise price of the Warrants during any period in which such Warrants are outstanding, subject to certain exceptions as set forth in the Warrants.  

If during a period of two years from the completion of the Offering, the Company issues additional shares of Common Stock or other equity or equity-linked securities (the “Additional Shares”) at a purchase, exercise or conversion price less than $0.80 (subject to certain exceptions and such price is subject to adjustment for splits, recapitalizations, reorganizations), then the Company shall issue additional shares of Common Stock to the investors so that the effective purchase price per share paid for the Common Stock included in the Units shall be the same per share purchase, exercise or conversion price of the Additional Shares.  

The Company has provided the investors with “piggyback” registration rights with respect to the resale of the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants.  

The Company engaged a registered broker dealer to serve as placement agent (the “Placement Agent”) and the Placement Agent received (a) selling commissions aggregating 10% of the gross proceeds of the Offering, (b) a non-accountable expense allowance of 2% of the gross proceeds of the Offering to defray offering expenses, (c) five-year warrants (“Placement Agent Warrants”) to purchase such number of shares of Common Stock as is equal to 10% of the shares of Common Stock (i) included as part of the Units sold in this Offering at an exercise price equal to $0.80 per share, and (ii) issuable upon exercise of the Warrants sold in this Offering at an exercise price equal to $1.00 per share, and (d) 100,000 restricted shares of Common Stock.

As previously reported, on August 29, 2011, the Company raised aggregate gross proceeds of $1,800,000 pursuant to a private placement of its securities (the “Bridge Offering”). Pursuant to the Bridge Offering, investors purchased Senior Convertible Debentures (the “Bridge Debentures”) in the aggregate principal amount of $1,800,000. The closing of the Offering triggered the automatic conversion of all principal and accrued interest on the Bridge Debentures into Units in the Offering at a conversion price equal to 80% of the price paid by investors in the Offering, or $0.64 per share of Common Stock and Warrant (the “Debenture Conversion Price”) and the holders of the Bridge Debentures received an aggregate of 2,869,688 shares of Common Stock and Warrants to purchase 2,869,688 shares of Common Stock.  Each investor in the Bridge Offering also received a warrant (the “Bridge Warrant”) exercisable for a period of three years from the closing date of the Bridge Offering to purchase a number of shares of the Company’s common stock equal to the quotient obtained by dividing the principal amount of the Bridge Debenture by the Debenture Conversion Price of $0.64 per share (the “Bridge Warrant Exercise Price”).  Accordingly, at the closing of the Offering and based on the full ratchet anti-dilution provisions of the Bridge Warrants, investors in the Bridge Offering received Bridge Warrants to purchase an aggregate of 8,789,063 shares of Common Stock.  The Bridge Warrants continue to provide for full-ratchet anti-dilution protection if the Company issues at any time prior to August 30, 2012, any shares of Common Stock, or securities convertible into Common Stock, at a price less than the Bridge Warrant Exercise Price, subject to certain exceptions.  

Furthermore, in connection with the Offering, the holder of the Company’s debenture in the principal amount of $750,000 issued on April 8, 2011 (the “April Debenture”), agreed to amend the April Debenture to provide for automatic conversion into the Units in the Offering at the Debenture Conversion Price.  Accordingly, the holder of the April Debenture received 1,171,875 shares of Common Stock and warrants to purchase 1,171,875 shares of Common Stock exercisable at $1.00 per share.

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The Placement Agent also served as exclusive placement agent for the Bridge Offering.  Accordingly, pursuant to the terms of the Bridge Offering, at the Closing of the Offering the Placement Agent and its assignees received warrants with full ratchet and anti dilution protection to purchase an aggregate of 1,164,375 shares of Common Stock exercisable at $0.64 per share, each warrant exercisable on or before August 29, 2014.

As a condition to the closing of the Offering, Steve Rogai, the Company’s President and Chief Executive Officer, agreed to convert a 12% convertible promissory note payable to him by the Company in the principal amount of approximately $107,000 (the “Rogai Note”), together with accrued interest thereon, into Units in this Offering at a conversion price of $0.80 per Share and Warrant. As such, Mr. Rogai was issued 133,750 shares of Common Stock and 133,750 Warrants in satisfaction of the Rogai Note.  Also, the Company’s executive officers each executed a lock up agreement (the “Lock Up Agreement”) which provides that each officer shall to not to sell, assign, transfer or otherwise dispose of their shares of Common Stock or other securities of the Company for a period ending 270 days after the completion of the Offering.  Following this initial lock-up period, each officer has agreed to an additional six-month lock-up period for their shares during which they each may not sell more than 5,000 shares of Common Stock per month.

The Company received net proceeds of approximately $10,591,000 after payment of commissions and expense allowance to the Placement Agent and other offering and related costs in connection with the Offering.  The majority of the net proceeds from the Securities Purchase Agreement shall be used to purchase product inventory, sales initiatives and general working capital.  

Information disclosed under this Current Report on Form 8-K reflects a 20 to 1 reverse stock split, effective October 27, 2011. Following the transactions disclosed under this report, the Company had issued and outstanding approximately 31,538,628 shares of common stock.

Item 3.02

Unregistered Sales of Equity Securities

See Item 1.01 of this Current Report on Form 8-K, which item is incorporated by reference, in connection with the Securities Purchase Agreement and the securities issued in connection therewith.

The securities issued above were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The securities contain a legend restricting transferability absent registration or applicable exemption. The shareholders received current information about the Company and had the opportunity to ask questions about the Company. All of the shareholders were deemed accredited.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers.

At the Closing Date, our Board of Directors appointed Jeffrey Schwartz to fill a vacancy on the Company’s board of directors.  Mr. Schwartz shall serve on the Board of Directors and shall hold office until the next election of directors by stockholders and until his successor is elected and qualified or until his earlier resignation or removal. Furthermore, effective on the Closing Date, the Board of Directors engaged Dennis Healey to serve as the Company’s Chief Financial Officer.

Jeffrey L. Schwartz, age 63, was Chairman and Chief Executive Officer of Traffix Inc., a public entity that provides interactive media and marketing services, from January 1995 until its eventual sale in 2008 and a director from such entity’s inception in 1993 until such sale. Mr. Schwartz served as Secretary, Treasurer of Traffix Inc. from September 1993 to December 1994. From January 1979 until May 1998, Mr. Schwartz was also Co-President and a Director of Jami Marketing Services Inc., a list brokerage and list management consulting firm, Jami Data Services Inc., a database management consulting firm, and Jami Direct Inc., a direct mail graphic and creative design firm (collectively, the ”Jami Companies”). The Jami Companies were sold by the principals thereof in May 1998. From June 2008 until the present time, Mr. Schwartz has served as a partner to Digital Direct Ventures, LLC, a private company that provides embedded digital consulting services for direct marketing companies.

Dennis Healey, age 63, is a certified public accountant.  Since November 2007, Mr. Healey has provided accounting and financial reporting services to various private and public companies.  Commencing first quarter 2010 through the date of his appointment as Chief Financial Officer, Mr. Healey has provided accounting and financial consulting services to the Company. From 1980 until October 2007, Mr. Healey served as Vice President of Finance and Chief Financial Officer of Viragen, Inc., a public company specializing in the research and development of biotechnology products. Viragen filed for an assignment for the benefit of creditors in October 2007.

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Effective on the Closing Date, the Company entered into a three year services agreement with Kevin Harrington and Harrington Business Development, Inc. to provide executive services and for Mr. Harrington to serve as Chairman of the Board of Directors of the Company.  Under the agreement Mr. Harrington shall receive base compensation per annum of $300,000.  This agreement supersedes all prior oral and written agreements between the Company and Mr. Harrington, including, but not limited to that certain executive services agreement dated April 30, 2010.  Furthermore, on the Closing Date the Company also entered into three year employment agreements with Steve Rogai and Dennis Healey. Mr. Rogai shall serve as the Company’s Chief Executive Officer and President and will receive an annual base salary of $225,000.  Mr. Healey shall serve as the Company’s Chief Financial Officer and will receive an annual base salary of $140,000.

Under the agreements, Harrington, Rogai and Healey (collectively, the “Executives” and each, an “Executive”) shall, in addition to base compensation, be entitled to such bonus compensation as determined by the Company’s Board of Directors from time to time.  In addition, each Executive shall be entitled to receive reimbursement for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties.  Furthermore, each Executive is entitled up to a vacation of two weeks per annum and is entitled to participate in any pension, insurance or other employment benefit plan as maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.  The Company has agreed to maintain a minimum of $5,000,000 of directors and officers liability coverage during each Executive’s employment term and the Company shall indemnify each Executive to the fullest extent permitted under Florida law.  In the event of termination for death or disability, the Executives’ estate shall receive three months base salary at the then current rate, payable in a lump sum and continued payment for a payment of one year following Executives’ death of benefits under any employee benefit plan extended from time to time by the Company to its senior executives.  In the event the Executive is terminated for cause or without good reason, as defined under the agreement, the Executive shall have no right to compensation or reimbursement or to participate in any benefit programs, except as may otherwise be provided by law, for any period subsequent to the effective date of termination.  In the event of termination without cause, for good reason or change of control, as defined under the agreement, the Company shall pay the Executive 12 months base salary at the then current rate, to be paid from the date of termination until paid in full, any accrued benefits under any employee benefit plan extended to the Executive, and Executive shall be entitled to immediate vesting of all granted but unvested options and the payment on a pro rate basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant.  Each agreement also contains a non-competition and non-solicitation provision for a period of up to nine months from the date of termination.

Pursuant to an independent director agreement, the Company has agreed to pay Mr. Schwartz an annual fee of $18,000 for serving on the board of directors. In addition, the Company has issued Mr. Schwartz options to purchase up to 25,000 shares of the Company’s common stock, exercisable for a term of five years. Options to purchase 12,500 shares of common stock vest on October 28, 2012, and options to purchase 12,500 shares vest on October 28, 2013. The options are issued pursuant and subject to the Company’s equity incentive plan.

A copy of the services agreement, employment agreements and independent director agreement is incorporated herein by reference and is filed as an Exhibit to this Form 8-K. The description of the transactions contemplated by each agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.

Item 8.01

Other Events.

On November 3, 2011, the Company issued a press release announcing the sale of its securities under the Offering. A copy of the press release is attached as Exhibit 99.1 and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated by reference.

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Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
4.1	Amendment to Convertible Promissory Note issued to Steven Rogai effective October 28, 2011
10.1	Services Agreement with Kevin Harrington effective October 28, 2011
10.2	Employment Agreement with Steven Rogai effective October 28, 2011
10.3	Employment Agreement with Dennis Healey effective October 28, 2011
10.4	Independent Director Agreement effective October 28, 2011
10.5	Form of Lock Up Agreement
99.1	Press Release dated November 3, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

As Seen On TV, Inc.
By:	/s/ STEVEN ROGAI
Name:	Steven Rogai
Title:	Chief Executive Officer and President

Dated: November 3, 2011

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EX-4.1

EXHIBIT 4.1

AMENDMENT TO 12% CONVERTIBLE PROMISSORY NOTE

This Amendment to 12% Convertible Promissory Note (the “Amendment”) dated October 28, 2011, by and among As Seen on TV, Inc., a Florida corporation (the “Borrower”) and Steve Rogai (the “Lender”) amends that certain 12% Convertible Promissory Note in the principal amount of $107,000 dated May 25, 2010, as amended May 26, 2011, by and between the Borrower and Lender (the “Note”).

WHEREAS, on May 25, 2010, the Borrower issued to the Lender the Note;

WHEREAS, the Note is convertible into securities of the Borrower at the sole option of the Lender;

WHEREAS, the Borrower requires working capital and desires to sell to certain investors (the “Offering”) a minimum of 80 units and a maximum of 180 units (plus an over-allotment of up to 70 additional units) , with each unit priced at $50,000 (the “Units”) and consisting of: (a) 62,500 shares of common stock, par value $.0001 per share of the Borrower (“Common Stock”) , and (b) warrants to purchase 62,500 shares of Common Stock at an exercise price of $1.00 for minimum gross proceeds of $4,000,000 pursuant to the terms and conditions of that certain Private Placement Memorandum, dated October 4, 2011, as the same may be supplemented from time to time and that Securities Purchase Agreement which will be dated on the initial closing date of the Offering (the “SPA”);

WHEREAS, a condition to the closing of the Offering requires the mandatory conversion of the Note into Units in the Offering; and

WHEREAS, the Lender is an officer and director of the Borrower and recognizes that it is in the best interests of the Borrower and Lender if the Note is converted into Units, thereby satisfying the Note in its entirety.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the parties agree as follows:

1.

Amendment to Conversion Price. The Conversion Price, as defined under the Note, shall be $50,000 per Unit, which breaks down to $0.80 for one share of Common Stock and one Warrant in the Offering.  

2.

Mandatory Conversion.  Section 3 of the Note shall be amended to include the following:

“Mandatory Conversion.  Upon the closing of a sale of Units for minimum gross proceeds of $4,000,000, the outstanding principal and interest under this Note shall automatically convert into such number of Units as determined by dividing the outstanding principal and interest under this Note by the Conversion Price.”

3.

Capitalized Terms.  All capitalized terms which have not been defined shall have the meaning contained in the Note.

4.

Effective Date.  This Amendment shall be deemed effective upon the initial closing of the Offering.

5.

Ratification of the Note.  In all other respects, the Note is ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment to the Note as of the date set forth above.

AS SEEN ON TV, INC.		STEVE ROGAI
a Florida corporation
By:	/s/ Kevin Harrington	/s/ Steve Rogai
	Its: Chairman

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EX-10.1

EXHIBIT 10.1

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) entered into as of the 28^th day of October, 2011, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Kevin Harrington(the “Service Provider”).

WHEREAS, the Company desires to engage the Service Provider and to ensure the continued availability to the Company of the Service Provider’s services, and the Service Provider is willing to accept such engagement and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Service Provider agree as follows:

1.

Term of Engagement.

(a)

Term.  The Company hereby engages the Service Provider, and the Service Provider hereby accepts engagement with the Company for a period of three (3) years commencing as of the date of this Agreement (the “Term”), unless sooner terminated in accordance with the provisions of Section 5.  The Term shall be automatically renewed for successive one-year terms unless notice of non-renewal is give by either party at least ninety (90) days before the end of the Term.  

(b)

Continuing Effect.  Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 6 and 7 shall remain in full force and effect and the provisions of Section 7 shall be binding upon the legal representatives, successors and assigns of the Service Provider.  

2.

Duties.

(a)

General Duties. The Service Provider shall serve as the Chairman of the Board of Directors of the Company and provide additional management services to the Company as assigned to him from time to time, with duties and responsibilities that are customary for a chairman of the board of directors and management personnel. The Service Provider shall also perform services for such subsidiaries of the Company as may be necessary.  The Service Provider shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. The Service Provider shall report to the Board of Directors of the Company.  Except in his individual capacity as Chairman of the Board of Directors, Service Provider shall provide services hereunder through Harrington Business Development, Inc., an entity owned and controlled by Service Provider.

(b)

Devotion of Time.  Subject to the last sentence of this Section 2(b), the Service Provider shall devote substantially all of his working time, attention and energies during normal business hours (exclusive of vacation time referenced in Section 4(a) and of such normal holiday periods as have been established by the Company) to the affairs of the Company.  Notwithstanding the foregoing, nothing in this Agreement shall restrict the Service Provider

from devoting time to passive personal investments, private business affairs, educational and charitable interests and as provided on Schedule 2(b), provided that none of such activities, individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

(c)

Location of Office. The Service Provider’s office shall be located at the Company’s offices located in PinellasCounty, which office may be moved to another location in Pinellas County, Florida.  The Service Provider’s job responsibilities shall include reasonable business travel necessary to the performance of his job.

(d)

Adherence to Inside Information Policies.  The Service Provider acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude executives and directors and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party.  The Service Provider shall promptly execute any documents generally distributed by the Company to its employees requiring such employees to abide by its inside information policies.

3.

Compensation and Expenses.  

(a)

Compensation.  For the services of the Service Provider to be rendered under this Agreement, the Company shall pay the Service Provider an annual compensation of $300,000 (the “Base Compensation”), payable in installments in accordance with the Company’s standard payroll practices.    Base Compensation may be increased from time to time as determined by the Board of Directors of the Company (with the Service Provider abstaining from such vote) or a Compensation Committee of the Board of Directors that may be established during the Term (the “Compensation Committee”).  Subject to applicable law, the Service Provider hereby instructs the Company to pay Base Compensation to Harrington Business Development.  

(b)

Discretionary and Minimum Bonus.  In addition to the Base Compensation set forth in Section 3(a) above, the Service Provider shall be entitled to such bonus compensation (in cash, stock options, capital stock or other property) as the Board of Directors of the Company (with the Service Provider abstaining from such vote) or Compensation Committee may determine from time to time.  Subject to applicable law, the Service Provider hereby instructs the Company to pay bonus compensation, if any, to Harrington Business Development.  

(c)

Expenses.  In addition to any compensation received pursuant to this Section 3, the Company will reimburse the Service Provider for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Service Provider properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices.  Subject to applicable law, the Service Provider hereby instructs the Company to reimburse such expenses to Harrington Business Development. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, executive officers.

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4.

Benefits.

(a)

Vacation.  For each 12-month period during the Term, the Service Provider shall be entitled up to a vacation of two (2) nonconsecutive weeks per annum, to be taken at such times as the Service Provider may select and the affairs of the Company may permit.   Vacation time shall not include sick leave, disability or holiday periods established by the Company. Service Provider shall not be entitled to compensation for any unused vacation upon termination of this Agreement, unless (and subject to applicable law) Service Provider is terminated Without Cause, For Good Reason or following a Change of Control.   Subject to applicable law, the Service Provider hereby instructs the Company that to the extent any unused vacation time is owed upon termination of this Agreement, payment of same shall be made to Harrington Business Development

(b)

Benefit Programs.  Subject to applicable law, the Service Provider is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its Service Providers, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.

(c)

Indemnification; Directors and Officers Insurance.  The Company will maintain a minimum of $5 million of Directors and Officers liability coverage during the engagement Term. The Service Provider shall be provided the same directors’ and officers’ insurance available to all other officers and directors.  The Company shall indemnify the Service Provider to the fullest extent permitted under Florida law.  Expenses incurred by the Service Provider in connection with any threatened, pending or completed action, suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, by reason of the fact that the Service Provider is or was an officer and/or a director of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he is serving in such capacity at the time any liability (a “Proceeding”), shall be paid by the Company in advance of the final disposition of the Proceeding at the written request of the Service Provider, and within ten (10) business days of such request, to the fullest extent permitted by Florida law; provided, however, that the Service Provider shall undertake in writing to repay such amount to the extent that it is ultimately determined that the Service Provider is not entitled to indemnification by the Company. This provision is in addition to the Company’s indemnification of Service Provider to the maximum extent provided under the provisions of the Company’s By-Laws.

5.

Termination.

(a)

Death or Disability.  Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death of the Service Provider.  Subject to applicable law, ln the event that the Service Provider’s engagement is terminated by reason of Service Provider’s death, the Service Provider’s estate shall receive (i) three (3) months’ Base Compensation at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Service Provider’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives. In addition, the Service Provider’s engagement hereunder may be terminated by the Board of Directors due to

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the Service Provider’s Disability.  For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Company has provided a written termination notice to the Service Provider supported by a written statement from a reputable independent physician mutually selected by the Company and the Service Provider, or the Service Provider’s legal representatives in the event he is unable to make such selection due to mental incapacity, to the effect that the Service Provider shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his engagement hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Service Provider has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the Americans With Disabilities Act, for 120 or more consecutive days, or more than 180 days in any consecutive twelve month period, by reason of any physical or mental illness or injury.  For purposes of this Section 5(a), the Service Provider agrees to make himself available and to cooperate in any reasonable examination by a reputable independent physician mutually selected by the Company and the Service Provider, and paid for by the Company.  Subject to applicable law, in the event that the Service Provider’s engagement is terminated by reason of Service Provider’s disability, the Company shall pay the following to the Service Provider: (i) six (6) months’ Base Compensation at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said twelve (12) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Service Provider with respect to any disability policy maintained for his benefit.  

(b)

Termination for Cause or Without Good Reason.  The Company may terminate the Service Provider’s engagement pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Service Provider written notice of termination setting forth in reasonable detail the basis for such termination.  Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Service Provider terminates his engagement with the Company without “Good Reason,” as defined below, then the Service Provider shall have no right to compensation, or reimbursement under Section 3, or to participate in any Service Provider benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Service Provider, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Service Provider which have a material adverse affect upon the Company and its business; (iv) material breach or default by Service Provider of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Service Provider for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Service Provider; (v) the resignation or quitting of Service Provider prior to the end of the Term, if applicable, (in this last event, Service Provider’s engagement shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable

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and good-faith investigation by the Company of Service Provider’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Service Provider having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Service Provider engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Service Provider’s actions were specifically directed by the Board.

(c)

Termination Without Cause, For Good Reason or Change of Control.  

(i)

The Service Provider may terminate this Agreement for Good Reason (as defined below in Section 5(c)(ii)) or following a Change of Control (as defined below in Section 5(c)(iii)).  In the event the Service Provider terminates this Agreement for Good Reason or Change of Control, or the Company terminates the Service Provider without Cause or following a Change of Control, then, in either case, subject to applicable law, the Company shall pay to the Service Provider (i) twelve (12) months’ Base Compensation at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) any accrued benefits under any employee benefit plan extended to Service Provider at the time of its termination; (iii) immediate vesting of all granted but unvested stock options; and (iv) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which Service Provider was a participant as of the date of Service Provider’s termination.

(ii)

The term “Good Reason” shall mean the Company materially breaches this Agreement and such breach is not cured by the Company within twenty days after written notice thereof is given to the Company by the Service Provider; a reduction by the Company of the Service Provider’s Base Compensation, the failure of the Company to continue in effect any Service Provider benefit plan or compensation plan in which the Service Provider was participating, unless the Service Provider is permitted to participate in other plans providing substantially comparable benefits, or the taking of any action by the Company which would adversely affect the Service Provider’s participation in or materially reduce benefits under any such plan, provided, however, any Base Compensation reduction of less than 35% of then-current Base Compensation that affect all similarly situated executive officers or service providers or changes affecting participation or benefits of all similarly situated executive officers or service providers shall not be treated as Good Reason hereunder; a materially adverse change in the level of the Service Provider’s responsibilities; or a relocation of the Company’s offices such that Service Provider would be required to relocate his primary residence to provide for a reasonable daily travel distance to such new location. Prior to the Service Provider terminating his engagement with the Company for Good Reason, Service Provider must provide written notice to the Company that such Good Reason exists and setting forth, in detail, the grounds the Service Provider believes constitutes Good Reason.  If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Service Provider’s engagement shall be deemed terminated for Good Reason.

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(iii)

In the event that a “Change of Control” as hereinafter defined, of the Company shall occur at any time during the Term of this Agreement or extensions thereof, the Service Provider shall have the right to terminate the Service Provider’s engagement under this Agreement upon 30 days written notice given at any time within one year after the occurrence of such events, and such termination of the Service Provider’s engagement with the Company pursuant to this Subsection 5(c)(iii), then, the Service Provider shall be entitled to such Compensation and Benefits as set forth in Subsection 5(c)(i) of this Agreement.  For purposes of this Agreement, a “Change of Control” of the Company shall be deemed to have occurred at such time as:

(A)

any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities then having the right to vote at elections of directors; or,

 (B)

the business of the Company for which the Service Provider’s services are principally performed is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets  (including stock of a subsidiary of the Company) or otherwise.

Anything herein to the contrary notwithstanding, this Subsection 5(c)(iii) will not apply where the Service Provider gives the Service Provider’s explicit written waiver stating that for the purposes of this Subsection 5(c)(iii), a Change in Control shall not be deemed to have occurred.  The Service Provider’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

(iv)

Upon expiration of the Term of this Agreement,  the Service Provider shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time.   

6.

Non-Competition Agreement.

(a)

Competition with the Company.  Until termination of his engagement and for a period of nine (9) months commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Service Provider (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States. For purposes of this Agreement, the term “compete with the Company” shall refer to the principal business activity in which the Company was engaged as of the termination of the Service Provider’s engagement or reasonably expected to engage in within three months of termination of engagement; provided, however, the foregoing shall not

6

prevent the Service Provider from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Service Provider’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Service Provider from owning up to five percent of the securities of any publicly-traded enterprise provided that the Service Provider is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

(b)

Solicitation of Customers.  For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Service Provider, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company.  For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 12-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.

(c)

Solicitation of Employees or Independent Contractors. For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Service Provider agrees that he shall not, directly or indirectly, request, recommend or advise any employee or independent contractor of the Company to terminate his or her engagement or services with the Company, or solicit for employment or services or recommend to any third party the solicitation for employment or services of any person who, at the time of such solicitation, is employed by or contracted with the Company or any of its subsidiaries and affiliates.

(d)

No Payment. The Service Provider acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 6, and confirms he has received adequate consideration for such undertakings.

(e)

Non-Disparagement.  The Company and the Service Provider each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party, including but not limited to, any officer, director, employee or shareholder of the Company.

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(f)

References.  References to the Company in this Section 6 shall include the Company’s subsidiaries and affiliates.

7.

Non-Disclosure of Confidential Information.  

(a)

Confidential Information. Confidential Information includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Services or Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of Customers, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and Customer lists, Customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, Service Providers, former Service Providers, Customers and former Customers. In addition, Confidential Information also includes Customers and the identity of and telephone numbers, e-mail addresses and other addresses of Service Providers or agents of Customers who are the persons with whom the Company’s Service Providers, officers, employees, and agents communicate in the ordinary course of business.  Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates.  For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of the Service Provider, (ii) information set forth in the written records of the Service Provider prior to disclosure to the Service Provider by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Service Provider in writing from a third party (excluding any affiliates of the Service Provider) who did not acquire such confidential information or trade secret, directly or indirectly, from the Service Provider or the Company.  As used herein, the term “Services or Products” shall include all services or products for which the Company or any of its subsidiaries offered for sale and marketed during the Term and any other services or products which the Company or any of its subsidiaries has taken concrete steps to offer for sale, but not yet commenced marketing during the Term.

(b)

Legitimate Business Interests.  The Service Provider recognizes that the Company has legitimate business interests to protect and as a consequence, the Service Provider agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests.  These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or or professional information that otherwise does not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing Customers, subjects, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, methods, operations and procedures.  

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(c)

Confidentiality. Following termination of this Agreement for any reason, the Confidential Information shall be held by the Service Provider in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Service Provider’s engagement by the Company.  The Service Provider further acknowledges that such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset.  The Service Provider shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise.  The Service Provider shall not copy any Confidential Information except to the extent necessary to his engagement nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his  engagement and then only with the authorization of an officer of the Company (excluding the Service Provider).  All records, files, materials and other Confidential Information obtained by the Service Provider in the course of his engagement with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its Customers, or subjects, as the case may be.  The Service Provider shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an Service Provider officer of the Company (excluding the Service Provider).

(d)

The Service Provider agrees that all inventions, discoveries, improvements and patentable or copyrightable works related to the Company’s business (“Inventions”) initiated, conceived or made by him, either alone or in conjunction with others, during the Term shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).  The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith.  The Service Provider hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions.  The Service Provider further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Service Provider will execute all documents necessary:

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(i)

to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

(ii)

to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

8.

Equitable Relief.

(a)

The Company and the Service Provider recognize that the services to be rendered under this Agreement by the Service Provider are special, unique and of extraordinary character, and that in the event of the breach by the Service Provider of the terms and conditions of this Agreement or if the Service Provider, without the prior express  consent of the Board of Directors of the Company, shall terminate his engagement for any reason and take any action in violation of Section 6 and/or Section 7, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 8(b) below, to enjoin the Service Provider from breaching the provisions of Section 6 and/or Section 7.  In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.  

(b)

Any action must be commenced in Pinellas County, Florida.  The Service Provider and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts.  The Service Provider and the Company irrevocably waive any objection that they now have or hereafter irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Final judgment against the Service Provider or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Service Provider or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

9.

Assignability.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company.  The Service Provider’s obligations hereunder may not be assigned or alienated, except to the extent that Service Provider has assigned rights to certain payments hereunder to Harrington Business Development, and any attempt to do so by the Service Provider will be void.

10.

Severability.  

(a)

The Service Provider expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable

10

in light of the circumstances as they exist on the date hereof.  Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Service Provider and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Service Provider’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement.  If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)

If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other.  The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

11.

Notices and Addresses.  All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery, or next business day delivery, or by facsimile delivery (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery), as follows:

To the Company:

AS SEEN ON TV, INC.

14044 Icot Blvd

Clearwater, FL 33760

Facsimile: 727-330-7843

Attention:  Board of Directors

To the Service Provider:

Kevin Harrington

c/o: Harrington Business Development, Inc.

__________________

__________________

or to such other address or facsimile number, as either of them, by notice to the other may designate from time to time.  The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.  

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12.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be by actual or facsimile signature.  

13.

Attorneys’ Fees.  In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

14.

Governing Law.  This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Florida without regard to choice of law considerations.  

15.

Entire Agreement.  This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto, including, but not limited to that certain Executive Services Agreement dated April 30, 2010, with respect to the subject matter hereof.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

16.

Additional Documents.  The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

17.

Section and Paragraph Headings.  The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18.

Arbitration.  Except for a claim for equitable relief, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Pinellas County, Florida (unless the parties agree in writing to a different location), before one arbitrator in accordance with the rules of the American Arbitration Association then in effect.  In any such arbitration proceeding, the parties agree to provide all discovery deemed necessary by the arbitrator.  The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Service Provider have executed this Agreement as of the date and year first above written.

	AS SEEN ON TV, INC
	By:	/s/ Steven Rogai
		Steven Rogai
		Chief Executive Officer
	Service Provider:
	By:	/s/ Kevin Harrington
		Kevin Harrington
ACKNOWLEDGED:		HARRINGTON BUSINESS DEVELOPMENT, INC.:
	By:	/s/ Kevin Harrington
		Kevin Harrington, President

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Schedule 2(b)

Paid or unpaid speaking engagements; paid or unpaid seminars; television appearances, appearing on reality television or film production; and promotional or personal appearances; provided that none of the foregoing activities individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

Service Provider understands and acknowledges that any and all products that are derived from any of the above activities may be deemed to be Inventions (as defined in Section 7(d) of this Agreement) and in any event remain the sole property of the Company pursuant to Section 7(d).   

EX-10.2

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 28th day of October, 2011, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Steven Rogai(the “Executive”).

WHEREAS, the Company desires to employ the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1.

Term of Employment.

(a)

Term.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of three (3) years commencing as of the date of this Agreement (the “Term”), unless sooner terminated in accordance with the provisions of Section 5.  The Term shall be automatically renewed for successive one-year terms unless notice of non-renewal is give by either party at least ninety (90) days before the end of the Term.  

(b)

Continuing Effect.  Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 6 and 7 shall remain in full force and effect and the provisions of Section 7 shall be binding upon the legal representatives, successors and assigns of the Executive.  

2.

Duties.

(a)

General Duties. The Executive shall serve as the President and Chief Executive Officer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform services for such subsidiaries of the Company as may be necessary.  The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. The Executive shall report to the Board of Directors of the Company.

(b)

Devotion of Time.  Subject to the last sentence of this Section 2(b), the Executive shall devote substantially all of his working time, attention and energies during normal business hours (exclusive of vacation time referenced in Section 4(a) and of such normal holiday periods as have been established by the Company) to the affairs of the Company.  Notwithstanding the foregoing, nothing in this Agreement shall restrict the Executive from devoting time to passive personal investments, private business affairs, educational and charitable interests and as provided on Schedule 2(b), provided that none of such activities, individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

(c)

Location of Office. The Executive’s office shall be located at the Company’s offices located in PinellasCounty, which office may be moved to another location in Pinellas County, Florida.  The Executive’s job responsibilities shall include reasonable business travel necessary to the performance of his job.

(d)

Adherence to Inside Information Policies.  The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party.  The Executive shall promptly execute any documents generally distributed by the Company to its employees requiring such employees to abide by its inside information policies.

3.

Compensation and Expenses.  

(a)

Salary.  For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $225,000 (the “Base Salary”), payable in installments in accordance with the Company’s standard payroll practices.    Base Salary may be increased from time to time as determined by the Board of Directors of the Company (with the Executive abstaining from such vote) or a Compensation Committee of the Board of Directors that may be established during the Term (the “Compensation Committee”).  

(b)

Discretionary and Minimum Bonus.  In addition to the Base Salary set forth in Section 3(a) above, the Executive shall be entitled to such bonus compensation (in cash, stock options, capital stock or other property) as the Board of Directors of the Company (with the Executive abstaining from such vote) or Compensation Committee may determine from time to time.  

(c)

Expenses.  In addition to any compensation received pursuant to this Section 3, the Company will reimburse the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices.  Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, executive officers.

4.

Benefits.

(a)

Vacation.  For each 12-month period during the Term, the Executive shall be entitled up to a vacation of two (2) nonconsecutive weeks per annum, to be taken at such times as the Executive may select and the affairs of the Company may permit.   Vacation time shall not include sick leave, disability or holiday periods established by the Company. Executive shall not be entitled to compensation for any unused vacation upon termination of this Agreement, unless Executive is terminated Without Cause, For Good Reason or following a Change of Control.

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(b)

Employee Benefit Programs.  The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.

(c)

Indemnification; Directors and Officers Insurance.  The Company will maintain a minimum of $5 million of Directors and Officers liability coverage during the employment Term. The Executive shall be provided the same directors’ and officers’ insurance available to all other officers and directors.  The Company shall indemnify the Executive to the fullest extent permitted under Florida law.  Expenses incurred by the Executive in connection with any threatened, pending or completed action, suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, by reason of the fact that the Executive is or was an officer and/or a director of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he is serving in such capacity at the time any liability (a “Proceeding”), shall be paid by the Company in advance of the final disposition of the Proceeding at the written request of the Executive, and within ten (10) business days of such request, to the fullest extent permitted by Florida law; provided, however, that the Executive shall undertake in writing to repay such amount to the extent that it is ultimately determined that the Executive is not entitled to indemnification by the Company. This provision is in addition to the Company’s indemnification of Executive to the maximum extent provided under the provisions of the Company’s By-Laws.

5.

Termination.

(a)

Death or Disability.  Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death of the Executive.  In the event that the Executive’s employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives. In addition, the Executive’s employment hereunder may be terminated by the Board of Directors due to the Executive’s Disability.  For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician mutually selected by the Company and the Executive, or the Executive’s legal representatives in the event he is unable to make such selection due to mental incapacity, to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the Americans With Disabilities Act, for 120 or more consecutive days, or more than 180 days in any consecutive twelve month period, by reason of any physical or mental illness or injury.  For purposes of this Section 5(a), the Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable

3

independent physician mutually selected by the Company and the Executive, and paid for by the Company.  In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) six (6) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said twelve (12) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Executive with respect to any disability policy maintained for his benefit.  

(b)

Termination for Cause or Without Good Reason.  The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination.  Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

(c)

Termination Without Cause, For Good Reason or Change of Control.  

(i)

The Executive may terminate this Agreement for Good Reason (as defined below in Section 5(c)(ii)) or following a Change of Control (as defined below in Section 5(c)(iii)).  In the event the Executive terminates this Agreement for Good Reason or Change of

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Control, or the Company terminates the Executive without Cause or following a Change of Control, then, in either case, the Company shall pay to the Executive (i) twelve (12) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) any accrued benefits under any employee benefit plan extended to Executive at the time of its termination; (iii) immediate vesting of all granted but unvested stock options; and (iv) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as of the date of Executive’s termination of employment.

(ii)

The term “Good Reason” shall mean the Company materially breaches this Agreement and such breach is not cured by the Company within twenty days after written notice thereof is given to the Company by the Executive; a reduction by the Company of the Executive’s Base Salary, the failure of the Company to continue in effect any Executive benefit plan or compensation plan in which the Executive was participating, unless the Executive is permitted to participate in other plans providing substantially comparable benefits, or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce benefits under any such plan, provided, however, any Base Salary reduction of less than 35% of then-current Base Salary that affect all similarly situated executive officers or changes affecting participation or benefits of all similarly situated executive officers  shall not be treated as Good Reason hereunder; a materially adverse change in the level of the Executive’s employment responsibilities; or a relocation of the Company’s offices such that Executive would be required to relocate his primary residence to provide for a reasonable daily travel distance to such new location. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company that such Good Reason exists and setting forth, in detail, the grounds the Executive believes constitutes Good Reason.  If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Executive’s employment shall be deemed terminated for Good Reason.

(iii)

In the event that a “Change of Control” as hereinafter defined, of the Company shall occur at any time during the employment Term or extensions thereof, the Executive shall have the right to terminate the Executive’s employment under this Agreement upon 30 days written notice given at any time within one year after the occurrence of such events, and such termination of the Executive’s employment with the Company pursuant to this Subsection 5(c)(iii), then, the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 5(c)(i) of this Agreement.  For purposes of this Agreement, a “Change of Control” of the Company shall be deemed to have occurred at such time as:

(A)

any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities then having the right to vote at elections of directors; or,

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(B)

the business of the Company for which the Executive’s services are principally performed is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets  (including stock of a subsidiary of the Company) or otherwise.

Anything herein to the contrary notwithstanding, this Subsection 5(c)(iii) will not apply where the Executive gives the Executive’s explicit written waiver stating that for the purposes of this Subsection 5(c)(iii), a Change in Control shall not be deemed to have occurred.  The Executive’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

(iv)

Upon expiration of the Term of this Agreement,  the Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time.   

6.

Non-Competition Agreement.

(a)

Competition with the Company.  Until termination of his employment and for a period of nine (9) months commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States. For purposes of this Agreement, the term “compete with the Company” shall refer to the principal business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

(b)

Solicitation of Customers.  For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions

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based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company.  For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 12-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.

(c)

Solicitation of Employees or Independent Contractors.  For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee or independent contractor of the Company to terminate his or her employment or services with the Company, or solicit for employment or services or recommend to any third party the solicitation for employment or services of any person who, at the time of such solicitation, is employed by or contracted with the Company or any of its subsidiaries and affiliates.

(d)

No Payment.  The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 6, and confirms he has received adequate consideration for such undertakings.

(e)

Non-Disparagement.  The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party, including but not limited to, any officer, director, employee or shareholder of the Company.

(f)

References.  References to the Company in this Section 6 shall include the Company’s subsidiaries and affiliates.

7.

Non-Disclosure of Confidential Information.  

(a)

Confidential Information. Confidential Information includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Services or Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of Customers, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and Customer lists, Customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, Customers and former Customers. In addition, Confidential Information also includes Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers

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who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business.  Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates.  For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company.  As used herein, the term “Services or Products” shall include all services or products for which the Company or any of its subsidiaries offered for sale and marketed during the Term and any other services or products which the Company or any of its subsidiaries has taken concrete steps to offer for sale, but not yet commenced marketing during the Term.

(b)

Legitimate Business Interests.  The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests.  These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or or professional information that otherwise does not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing Customers, subjects, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, methods, operations and procedures.  

(c)

Confidentiality. Following termination of employment for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company.  The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset.  The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise.  The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his  employment and then only with the authorization of an officer of the Company (excluding the Executive).  All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its Customers, or subjects, as the case may be.  The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

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(d)

The Executive agrees that all inventions, discoveries, improvements and patentable or copyrightable works related to the Company’s business (“Inventions”) initiated, conceived or made by him, either alone or in conjunction with others, during the Term shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).  The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith.  The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions.  The Executive further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Executive will execute all documents necessary:

(i)

to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

(ii)

to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

8.

Equitable Relief.

(a)

The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior express  consent of the Board of Directors of the Company, shall leave his  employment for any reason and take any action in violation of Section 6 and/or Section 7, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 8(b) below, to enjoin the Executive from breaching the provisions of Section 6 and/or Section 7.  In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.  

(b)

Any action must be commenced in Pinellas County, Florida.  The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts.  The Executive and the Company irrevocably waive any objection that they now have or hereafter irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

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9.

Assignability.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company.  The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

10.

Severability.  

(a)

The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof.  Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement.  If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)

If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other.  The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

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11.

Notices and Addresses.  All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery, or next business day delivery, or by facsimile delivery (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery), as follows:

To the Company:

AS SEEN ON TV, INC.

14044 Icot Blvd

Clearwater, FL 33760

Facsimile: 727-330-7843

Attention:  Board of Directors

To the Executive:

Steven Rogai

402 S. Clark Ave.

Tampa, FL 33609

or to such other address or facsimile number, as either of them, by notice to the other may designate from time to time.  The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.  

12.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be by actual or facsimile signature.  

13.

Attorneys’ Fees.  In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

14.

Governing Law.  This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Florida without regard to choice of law considerations.  

15.

Entire Agreement.  This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

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16.

Additional Documents.  The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

17.

Section and Paragraph Headings.  The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18.

Arbitration.  Except for a claim for equitable relief, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Pinellas County, Florida (unless the parties agree in writing to a different location), before one arbitrator in accordance with the rules of the American Arbitration Association then in effect.  In any such arbitration proceeding, the parties agree to provide all discovery deemed necessary by the arbitrator.  The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

AS SEEN ON TV, INC.
By:	/s/ Kevin Harrington
	Kevin Harrington
	Chairman of the Board of Directors

Executive:
By:	/s/ Steven Rogai
	Steven Rogai

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Schedule 2(b)

Passive real estate investments or transactions; paid or unpaid speaking engagements; paid or unpaid seminars; television appearances, appearing on reality television or film production; and promotional or personal appearances; provided that none of the foregoing activities individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

Executive understands and acknowledges that any and all products that are derived from any of the above activities may be deemed to be Inventions (as defined in Section 7(d) of this Agreement) and in any event remain the sole property of the Company pursuant to Section 7(d).   

EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 28th day of October, 2011, between AS SEEN ON TV, INC., a Florida corporation (the “Company”), and Dennis W. Healey(the “Executive”).

WHEREAS, the Company desires to employ the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

1.

Term of Employment.

(a)

Term.  The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of three (3) years commencing as of the date of this Agreement (the “Term”), unless sooner terminated in accordance with the provisions of Section 5.  The Term shall be automatically renewed for successive one-year terms unless notice of non-renewal is give by either party at least ninety (90) days before the end of the Term.  

(b)

Continuing Effect.  Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 6 and 7 shall remain in full force and effect and the provisions of Section 7 shall be binding upon the legal representatives, successors and assigns of the Executive.  

2.

Duties.

(a)

General Duties. The Executive shall serve as the Chief Financial Officer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform services for such subsidiaries of the Company as may be necessary.  The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. The Executive shall report to the Chief Executive Officer of the Company and ultimately to the Board of Directors of the Company.

(b)

Devotion of Time.  The Executive shall devote substantially all of his working time, attention and energies during normal business hours (exclusive of vacation time referenced in Section 4(a) and of such normal holiday periods as have been established by the Company) to the affairs of the Company.  Notwithstanding the foregoing, nothing in this Agreement shall restrict the Executive from devoting time to passive personal investments, private business affairs, educational and charitable interests, provided that none of such activities, individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

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(c)

Location of Office. The Executive’s office shall be located at the Company’s offices located in PinellasCounty, which office may be moved to another location in Pinellas County, Florida.  The Executive’s job responsibilities shall include reasonable business travel necessary to the performance of his job.

(d)

Adherence to Inside Information Policies.  The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party.  The Executive shall promptly execute any documents generally distributed by the Company to its employees requiring such employees to abide by its inside information policies.

3.

Compensation and Expenses.  

(a)

Salary.  For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $140,000 (the “Base Salary”), payable in installments in accordance with the Company’s standard payroll practices.    Base Salary may be increased from time to time as determined by the Board of Directors of the Company (with the Executive abstaining from such vote) or a Compensation Committee of the Board of Directors that may be established during the Term (the “Compensation Committee”).  

(b)

Discretionary and Minimum Bonus.  In addition to the Base Salary set forth in Section 3(a) above, the Executive shall be entitled to such bonus compensation (in cash, stock options, capital stock or other property) as the Board of Directors of the Company (with the Executive abstaining from such vote) or Compensation Committee may determine from time to time.  

(c)

Expenses.  In addition to any compensation received pursuant to this Section 3, the Company will reimburse the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices.  Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, executive officers.

4.

Benefits.

(a)

Vacation.  For each 12-month period during the Term, the Executive shall be entitled up to a vacation of two (2) nonconsecutive weeks per annum, to be taken at such times as the Executive may select and the affairs of the Company may permit.   Vacation time shall not include sick leave, disability or holiday periods established by the Company. Executive shall not be entitled to compensation for any unused vacation upon termination of this Agreement, unless Executive is terminated Without Cause, For Good Reason or following a Change of Control.

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(b)

Employee Benefit Programs.  The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.

(c)

Indemnification; Directors and Officers Insurance.  The Company will maintain a minimum of $5 million of Directors and Officers liability coverage during the employment Term. The Executive shall be provided the same directors’ and officers’ insurance available to all other officers and directors.  The Company shall indemnify the Executive to the fullest extent permitted under Florida law.  Expenses incurred by the Executive in connection with any threatened, pending or completed action, suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, by reason of the fact that the Executive is or was an officer and/or a director of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, whether or not he is serving in such capacity at the time any liability (a “Proceeding”), shall be paid by the Company in advance of the final disposition of the Proceeding at the written request of the Executive, and within ten (10) business days of such request, to the fullest extent permitted by Florida law; provided, however, that the Executive shall undertake in writing to repay such amount to the extent that it is ultimately determined that the Executive is not entitled to indemnification by the Company. This provision is in addition to the Company’s indemnification of Executive to the maximum extent provided under the provisions of the Company’s By-Laws.

5.

Termination.

(a)

Death or Disability.  Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death of the Executive.  In the event that the Executive’s employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives. In addition, the Executive’s employment hereunder may be terminated by the Board of Directors due to the Executive’s Disability.  For purposes of this Agreement, a termination for “Disability” shall occur (i) when the Company has provided a written termination notice to the Executive supported by a written statement from a reputable independent physician mutually selected by the Company and the Executive, or the Executive’s legal representatives in the event he is unable to make such selection due to mental incapacity, to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, even with reasonable accommodation as may be required under the Americans With Disabilities Act, within the ensuing twelve (12) months, his employment hereunder by reason of physical or mental illness or injury, or (ii) upon rendering of a written termination notice by the Company after the Executive has been unable to substantially perform his duties hereunder, even with reasonable accommodation as may be required under the Americans With Disabilities Act, for 120 or more consecutive days, or more than 180 days in any consecutive twelve month period, by reason of any physical or mental illness or injury.  For purposes of this Section 5(a), the Executive agrees to make himself available and to cooperate in any reasonable examination by a reputable

3

independent physician mutually selected by the Company and the Executive, and paid for by the Company.  In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) six (6) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said twelve (12) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Executive with respect to any disability policy maintained for his benefit.  

(b)

Termination for Cause or Without Good Reason.  The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination setting forth in reasonable detail the basis for such termination.  Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 3, or to participate in any Executive benefit programs under Section 4, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall be: (i) indictment for fraud or felonious criminal conduct; (ii) habitual drunkenness or drug addiction; (iii) material sanctions against Executive, imposed or consented to, in his capacity as an employee of Company by regulatory agencies governing Company or against Company because of wrongful acts or conduct of Executive which have a material adverse affect upon the Company and its business; (iv) material breach or default by Executive of any of the material terms or conditions of this Agreement, and the continuation of such material breach or default by Executive for a period of ten days following the date of receipt of written notice from Company specifying the breach or default of Executive; (v) the resignation or quitting of Executive prior to the end of the Term, if applicable, (in this last event, Employee’s employment shall be deemed terminated with Cause on the date that he resigns or quits); (vi) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company of Executive’s misuse or conversion of Company assets or funds, (vii) any act of willful or intentional misconduct, or a grossly negligent act by the Executive having the effect of injuring, in a material way (as determined in good-faith by the Company), the business or reputation of the Company, including but not limited to, any officer, director, or executive of the Company, or (viii) the determination by the Company, based upon clear and convincing evidence, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex or race discrimination) unless the Executive’s actions were specifically directed by the Board.

(c)

Termination Without Cause, For Good Reason or Change of Control.  

(i)

The Executive may terminate this Agreement for Good Reason (as defined below in Section 5(c)(ii)) or following a Change of Control (as defined below in Section 5(c)(iii)).  In the event the Executive terminates this Agreement for Good Reason or Change of

4

Control, or the Company terminates the Executive without Cause or following a Change of Control, then, in either case, the Company shall pay to the Executive (i) twelve (12) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) any accrued benefits under any employee benefit plan extended to Executive at the time of its termination; (iii) immediate vesting of all granted but unvested stock options; and (iv) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as of the date of Executive’s termination of employment.

(ii)

The term “Good Reason” shall mean the Company materially breaches this Agreement and such breach is not cured by the Company within twenty days after written notice thereof is given to the Company by the Executive; a reduction by the Company of the Executive’s Base Salary, the failure of the Company to continue in effect any Executive benefit plan or compensation plan in which the Executive was participating, unless the Executive is permitted to participate in other plans providing substantially comparable benefits, or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce benefits under any such plan, provided, however, any Base Salary reduction of less than 35% of then-current Base Salary that affect all similarly situated executive officers or changes affecting participation or benefits of all similarly situated executive officers shall not be treated as Good Reason hereunder; a materially adverse change in the level of the Executive’s employment responsibilities; or a relocation of the Company’s offices such that Executive would be required to relocate his primary residence to provide for a reasonable daily travel distance to such new location. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company that such Good Reason exists and setting forth, in detail, the grounds the Executive believes constitutes Good Reason.  If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Executive’s employment shall be deemed terminated for Good Reason.

(iii)

In the event that a “Change of Control” as hereinafter defined, of the Company shall occur at any time during the employment Term or extensions thereof, the Executive shall have the right to terminate the Executive’s employment under this Agreement upon 30 days written notice given at any time within one year after the occurrence of such events, and such termination of the Executive’s employment with the Company pursuant to this Subsection 5(c)(iii), then, the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 5(c)(i) of this Agreement.  For purposes of this Agreement, a “Change of Control” of the Company shall be deemed to have occurred at such time as:

(A)

any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s outstanding securities then having the right to vote at elections of directors; or,

5

(B)

the business of the Company for which the Executive’s services are principally performed is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets  (including stock of a subsidiary of the Company) or otherwise.

Anything herein to the contrary notwithstanding, this Subsection 5(c)(iii) will not apply where the Executive gives the Executive’s explicit written waiver stating that for the purposes of this Subsection 5(c)(iii), a Change in Control shall not be deemed to have occurred.  The Executive’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

(iv)

Upon expiration of the Term of this Agreement,  the Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time.

6.

Non-Competition Agreement.

(a)

Competition with the Company.  Until termination of his employment and for a period of nine (9) months commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States. For purposes of this Agreement, the term “compete with the Company” shall refer to the principal business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

(b)

Solicitation of Customers.  For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions

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based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company.  For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 12-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.

(c)

Solicitation of Employees or Independent Contractors. For a period of nine (9) months commencing on the date of any termination or expiration of this Agreement, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee or independent contractor of the Company to terminate his or her employment or services with the Company, or solicit for employment or services or recommend to any third party the solicitation for employment or services of any person who, at the time of such solicitation, is employed by or contracted with the Company or any of its subsidiaries and affiliates.

(d)

No Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 6, and confirms he has received adequate consideration for such undertakings.

(e)

Non-Disparagement.  The Company and the Executive each agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party, including but not limited to, any officer, director, employee or shareholder of the Company.

(f)

References.  References to the Company in this Section 6 shall include the Company’s subsidiaries and affiliates.

7.

Non-Disclosure of Confidential Information.  

(a)

Confidential Information. Confidential Information includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Services or Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of Customers, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and Customer lists, Customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, Customers and former Customers. In addition, Confidential Information also includes Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers who are the persons with whom the Company’s executives, officers, employees, and agents

7

communicate in the ordinary course of business.  Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates.  For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company.  As used herein, the term “Services or Products” shall include all services or products for which the Company or any of its subsidiaries offered for sale and marketed during the Term and any other services or products which the Company or any of its subsidiaries has taken concrete steps to offer for sale, but not yet commenced marketing during the Term.

(b)

Legitimate Business Interests.  The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests.  These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or or professional information that otherwise does not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing Customers, subjects, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, methods, operations and procedures.  

(c)

Confidentiality. Following termination of employment for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company.  The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset.  The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise.  The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his  employment and then only with the authorization of an officer of the Company (excluding the Executive).  All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its Customers, or subjects, as the case may be.  The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

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(d)

The Executive agrees that all inventions, discoveries, improvements and patentable or copyrightable works related to the Company’s business (“Inventions”) initiated, conceived or made by him, either alone or in conjunction with others, during the Term shall be the sole property of the Company to the maximum extent permitted by applicable law and, to the extent permitted by law, shall be “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).  The Company shall be the sole owner of all patents, copyrights, trade secret rights, and other intellectual property or other rights in connection therewith.  The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all such Inventions.  The Executive further agrees to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights or other rights on such Inventions in any and all countries, and to that end the Executive will execute all documents necessary:

(i)

to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and

(ii)

to defend any opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications for revocation of such letters patent, copyright or other analogous protection.

8.

Equitable Relief.

(a)

The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior express  consent of the Board of Directors of the Company, shall leave his  employment for any reason and take any action in violation of Section 6 and/or Section 7, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 8(b) below, to enjoin the Executive from breaching the provisions of Section 6 and/or Section 7.  In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.  

(b)

Any action must be commenced in Pinellas County, Florida.  The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts.  The Executive and the Company irrevocably waive any objection that they now have or hereafter irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

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9.

Assignability.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company.  The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

10.

Severability.

(a)

The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof.  Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement.  If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)

If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other.  The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

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11.

Notices and Addresses.  All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery, or next business day delivery, or by facsimile delivery (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery), as follows:

To the Company:

AS SEEN ON TV, INC.

14044 Icot Blvd

Clearwater, FL 33760

Facsimile: 727-330-7843

Attention:  Board of Directors

To the Executive:

Dennis W. Healey

7547 Old Thyme Ct.

Parkland, FL 33076

or to such other address or facsimile number, as either of them, by notice to the other may designate from time to time.  The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.  

12.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be by actual or facsimile signature.  

13.

Attorneys’ Fees.  In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

14.

Governing Law.  This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Florida without regard to choice of law considerations.  

15.

Entire Agreement.  This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

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16.

Additional Documents.  The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

17.

Section and Paragraph Headings.  The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18.

Arbitration.  Except for a claim for equitable relief, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Pinellas County, Florida (unless the parties agree in writing to a different location), before one arbitrator in accordance with the rules of the American Arbitration Association then in effect.  In any such arbitration proceeding, the parties agree to provide all discovery deemed necessary by the arbitrator.  The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.

AS SEEN ON TV, INC.
By:	/s/ Steven Rogai
	Steven Rogai
	Chief Executive Officer

Executive:
By:	/s/ Dennis W. Healey
	Dennis W. Healey

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EX-10.4

EXHIBIT 10.4

INDEPENDENT DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT is dated October 28, 2011 (the “Agreement”) by and between AS SEEN ON TV, INC, a Florida corporation (the “Company”), and JEFFREY SCHWARTZ, an individual with an address of ________________________________________ (the “Director”).

WHEREAS, the Company appointed the Director effective as of the date hereof and desires to enter into an agreement with the Director with respect to such appointment; and

WHEREAS, the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.

Position.  Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however, that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year term on the Board shall be subject to any necessary approval by the Company’s stockholders.

2.

Duties.  

(a)

During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.

(b)

The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded.  Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits.  At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder.

3.

Compensation.

(a)

Stock Option.  The Director shall receive a non-qualified stock option to purchase up to twenty-five thousand (25,000) shares of the Company’s common stock (post 20-to-1 reverse stock split as provided under the Company’s Information Statement on Schedule 14C filed with the Securities and Exchange Commission on September 19, 2011), pursuant and subject to the Company’s Non Executive Equity Incentive Plan, and at an exercise price per share equal to the closing price of the Company’s common stock on the Effective Date (as defined below).  Such option shall be exercisable for a period of five (5) years.  The option shall vest in two (2) equal amounts over a period of two (2) years, the initial amount vesting on the first anniversary date of the Effective Date.  Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the vesting

period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested options shall be irrefutably forfeited.  Furthermore, the Director agrees that the shares issuable upon exercise of the options shall be subject to any “lock up” agreement required to be signed by the Company’s officers in connection with any financing.

(b)

Independent Contractor.  The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

(c)

Fee.  During the Directorship Term the Director shall receive an annual fee of $18,000, payable on a quarterly basis.

(d)

Expense Reimbursements.  During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.

4.

Directorship Term.  The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:

(a)

the death of the Director;

(b)

the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;

(c)

the removal of the Director from the Board by the majority stockholders of the Company; and

(d)

the resignation by the Director from the Board.

5.

Director’s Representation and Acknowledgment.  The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

6.

Director Covenants.

(a)

Unauthorized Disclosure.  The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal,

2

geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b)

Non-Solicitation.  During the Directorship Term and for a period of two (2) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

(c)

Insider Trading Guidelines.  Director agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.

(d)

Remedies.  The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.

(e)

The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.

7.

Indemnification.  The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.

8.

Non-Waiver of Rights.  The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

9.

Notices.  Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

As See on TV, Inc.

14044 Icot Blvd.

Clearwater, Florida 33760

Attn:   President

3

Facsimile: (727) 330-7843

If to the Director:

______________________

______________________

Telephone:  _____________

Facsimile: ______________

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.

10.

Binding Effect/Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

11.

Entire Agreement.  This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

12.

Severability.  If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

13.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any court in Pinellas County, Florida and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

14.

Legal Fees.  The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

15.

Effective Date.  This Agreement shall be effective upon the closing of a private placement by the Company for minimum gross proceeds of $4,000,000, but no later than December 31, 2011 (the “Effective Date”).

16.

Modifications.  Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

17.

Tense and Headings.  Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

18.

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

4

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.

AS SEEN ON TV, INC.
By:	/s/ Steve Rogai
Name:	Steve Rogai
Title:	Chief Executive Officer
DIRECTOR
	/s/ Jeffrey Schwartz
	JEFFREY SCHWARTZ

5

EX-10.5

EXHIBIT 10.5

October __, 2011

National Securities Corporation

120 Broadway, Suite 2740

New York, NY 10271

Re:

Lock-Up Agreement (this “Agreement”)

Dear Sirs:

As Seen on TV, Inc., a Florida corporation (the “Company”), has entered into a placement agency agreement with National Securities Corporation (the “Placement Agent”) to conduct a private placement of between $4,000,000 and $9,000,000 (not including the over-allotment option) of units consisting of shares of the Company’s common stock (“Common Stock”) and warrants to purchase Common Stock (the “Financing Transaction”).  

You are a holder (a “Holder”) of shares of Common Stock (and, if applicable, stock options or warrants to purchase Common Stock).

It is essential to the success of the Financing Transaction that the Company and the Placement Agent can give comfort to potential investors that the “after market” for the Common Stock will not be disrupted by a very substantial block of shares being sold in an inappropriate fashion.  

By signing and returning this Agreement in the manner indicated below, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, it will not, during the period commencing on the date of the initial closing of the Financing Transaction and ending 270 days after the date of the final closing of the Financing Transaction (the “Initial Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or any securities of the Company which are substantially similar to the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  

For the six months following the Initial Lock-Up Period (to the extent you have exercised your stock options or warrants to purchase Common Stock, if applicable), the undersigned may sell shares of Common Stock, but only up to a maximum of 5,000 shares per month during such six month period.

Notwithstanding the foregoing sale restrictions above, (1) you may sell your shares of Common Stock prior to the termination of this Agreement as part of a registered underwritten secondary public offering conducted by the Company, subject, however, to the sole determination of the lead underwriter of such public offering; and (2) you may transfer shares of Common Stock or any security convertible into Common Stock as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (2), each donee or distributee shall sign and deliver to the Placement Agent a lock-up letter substantially in the form of this letter.

By signing and returning this Agreement, you further (i) represent and consent that you have full power and authority to enter into this Agreement and that, upon request, you will execute any additional documents necessary or desirable in connection with this Agreement and its enforcement; and (ii) understand that this Agreement is irrevocable by you, all authority herein conferred by you or agreed to be conferred by you shall survive your death or incapacity, and any of your obligations hereunder shall be binding on you and your heirs, personal representatives, successors and assigns.

In order to enable the aforesaid covenant to be enforced, you hereby consent to the placing of a legend and/or stop-transfer order with the transfer agent of the Common Stock with respect to any of the shares registered in your name or beneficially owned by you.

Whether the Financing Transaction actually occurs depends on a number of factors.  Notwithstanding the foregoing, this Agreement will not be effective until the date of the initial closing of the Financing Transaction.  If and at such time it is effective, this Agreement shall supersede any previously executed Lock-Up Agreement, by and between the Company and the undersigned, and such previous Lock-Up Agreement shall be terminated and of no further force or effect.

Accordingly, to evidence your agreement to the terms hereof, please date, sign and return this Agreement to the Company by courier, Federal Express, fax or e-mail no later than the close of business on October 26, 2011.  If you return your signed Agreement to the Company by fax or e-mail, please promptly mail thereafter the executed copy of this Agreement to the Company.

Acknowledged and Agreed
this ___ day of ___________, 2011:

By:

Name:

Entity (if any):

Title (if Shares held by Entity):

RETURN TO THE COMPANY BY FAX: AT (727) 330-7843

OR E-MAIL AT:  aswaim@tvgoodsinc.com

-AND-

BY FEDERAL EXPRESS OR OVERNIGHT COURIER TO:

As Seen on TV, Inc.

14044 Icot Boulevard
Clearwater, Florida 33760
Attention:  Mr. Steven Rogai, CEO

2

EX-99.1

EXHIBIT 99.1

As Seen On TV, Inc. Completes $12,155,000 Equity Financing, Adds to Executive Team, Board of Directors

CLEARWATER, FL -- (Marketwire) -- 11/03/11 -- As Seen On TV, Inc. (OTCQB: HNHID) (PINKSHEETS: HNHID) today announced that on October 28, 2011 it received $12,155,000 in equity financing. Effective with the financing, the Company appointed Jeffrey L. Schwartz, an executive with more than 30 years experience in the direct-to-consumer marketing industry, to its Board of Directors. Mr. Schwartz will serve as an independent director. In addition, As Seen On TV, Inc. has also engaged Dennis Healey to serve as Chief Financial Officer, adding more than 20 years experience as CFO of a public company to management.

As Seen On TV, Inc. sold approximately 15,193,750 shares of common stock and warrants to purchase 15,193,750 shares of common stock, exercisable at an initial exercise price of $1.00 per share in consideration of gross proceeds of $12,155,000. The transaction provides the necessary capital to accelerate marketing and promotional efforts on a variety of products, as well as for the development of products to be introduced during the 2011 holiday season and beyond. Specifically, management intends to use the majority of the net proceeds of the offering for the purchase of product inventory. Additional uses of proceeds include the hiring of additional marketing personnel and expenses in connection with sales, marketing and promotional activities for our current and future products, as well as working capital needs. Furthermore, at the closing of the offering, all of the Company's debenture holders and note holders agreed to convert their debt into the securities sold under the transaction resulting in the elimination of the Company's debt as of the date of financing. The Company also paid fees to a registered broker dealer serving as placement agent and other costs associated with financing aggregating approximately $1,555,700.

"This equity financing enables us to significantly ramp our efforts and fully execute our aggressive growth strategy," said Chief Executive Officer Steve Rogai. "In the last 10 months, we have successfully developed a platform to develop and monetize unique products through a variety of retail, wholesale and direct-to-consumer channels, and this financing bolsters our ability to identify, market and monetize unique products aggressively across this platform. Combined with our new corporate identity and our popular AsSeenOnTV.com portal, we now believe we are fully equipped to secure our position in the direct-to-consumer market."

Jeffrey L. Schwartz was Chairman and Chief Executive Officer of Traffix Inc., a public entity that provides interactive media and marketing services, from January 1995 until its eventual sale in 2008 and a director since the inception of Traffix in 1993 until it was sold. Mr. Schwartz served as Secretary and Treasurer of Traffix Inc. from September 1993 to December 1994. From January 1979 until May 1998, Mr. Schwartz was also Co-President and a Director of Jami Marketing Services Inc., a list brokerage and list management consulting firm, Jami Data Services Inc., a database management consulting firm, and Jami Direct Inc., a direct mail graphic and creative design firm (collectively, the "Jami Companies"). The Jami Companies were sold in May 1998. From June 2008 until the present time, Mr. Schwartz has served as a partner to Digital Direct Ventures, LLC, a private company that provides embedded digital consulting services for direct marketing companies.

Kevin Harrington, Chairman of the Board, stated, "We are excited to add a proven leader like Jeffrey Schwartz to our Board of Directors. Jeffrey brings a wealth of relevant industry experience, ranging from direct-to-consumer marketing to online promotion, both as a chief executive and through his experience managing public companies. His direction will prove invaluable to management and the board as we execute our strategy."

Mr. Schwartz added, "I believe As Seen On TV, Inc. has a unique opportunity to create meaningful shareholder value in the recession-resistant and rapidly growing direct to consumer market, and I am excited to work with Kevin Harrington, Steve Rogai and the entire As Seen On TV team."

Dennis Healey, a certified public accountant, has agreed to become As Seen On TV, Inc.'s CFO, effective with the financing. Since November 2007, Mr. Healey has provided accounting and financial reporting services to various private and public companies. Commencing with the first quarter 2010 through the date of his appointment as Chief Financial Officer, Mr. Healey provided accounting and financial consulting services to As Seen On TV, Inc. From 1980 until 2007, Mr. Healey served as Vice President of Finance and Chief Financial Officer of Viragen, Inc., a public company specializing in the research and development of biotechnology products.

As a result of the financing and related transactions, As Seen On TV, Inc. has 31,538,628 shares of common stock outstanding.

About The Company:

As Seen On TV, Inc. is the parent company of TV Goods, Inc. TV Goods, Inc. is a direct response marketing company. We identify, develop and market consumer products for global distribution. TV Goods was established by Kevin Harrington, a pioneer of direct response television. For more information go to www.TVGoodsInc.com.

Forward-Looking Statements:

Except for statements of historical fact, the matters discussed in this press release are forward-looking and made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "expects," or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond the company's control that may cause actual results to differ materially from stated expectations. These risk factors include, among others, limited operating history, difficulty in identifying and marketing products, intense competition and additional risks factors as discussed in reports filed by the company with the Securities and Exchange Commission, which are available at http://www.sec.gov.

Contact Information:
Brett Maas
Hayden IR
brett@haydenir.com
646.536.7331