CONSULTING AGREEMENT

1.

Retention.  The Company hereby retains the Consultant during the Consulting Period (as defined in Section 2 below), and Consultant hereby agrees to be so retained by the Company, all subject to the terms and provisions of this Agreement.

2.

Consulting Period.  The Consulting Period shall commence on May 1, 2008 and terminate no earlier than May 1, 2010.

3.

Duties of Consultant.  During the Consulting Period, the Consultant shall use its reasonable and best efforts to perform those actions and responsibilities necessary to assist the Company with achieving the Company Objectives, as instructed by the Company from time to time, including (i) identifying, analyzing, structuring and/or negotiating business sales and/or acquisitions, including without limitation, merger agreements, stock purchase agreements, and any other agreements relating to such sales

or acquisitions (provided that Consultant shall not engage in any capital raising activities), (ii) assist the Company in its corporate strategies, (iii) assist the Company in the implementation of its business plan, (iv) assist the Company in the negotiation, documentation and closing of strategic alliances, partnerships, joint ventures, consulting agreements and agreements for the sale of the Company’s products, in each case as requested by the Company (the “Services”).  If the Company, in its sole and absolute discretion, determines to undertake one or more transactions described above, the Company shall use its best efforts to provide all necessary financing required in order to purchase businesses approved by the Company, including cash or securities.  Consultant shall render such Services diligently and to the best of its ability.  Notwithstanding anything herein to the contrary, Consultant shall not engage in any capital raising activity, and shall not be responsible for selling, or soliciting the sale of, any securities, or maintaining a market for the Company’s securities.  The Company may engage such other consultants, investment bankers or other advisers with respect to the activities set forth in the immediately preceding sentence as the Company shall deem appropriate in its sole and absolute discretion, and Consultant shall not be entitled to any fees or commissions arising out of the activities of such other consultants, investment bankers or other advisors, unless Consultant provides Services with respect to such activities, subject to the limitations set forth in the second sentence of Section 5(c) hereof.

4.

Other Activities of Consultant.  The Company recognizes that Consultant shall perform and be compensated for only those services that are reasonably required to accomplish the goals and objectives set forth herein, and that Consultant shall provide services to other businesses and entities other than the Company.  Consultant shall be free to directly or indirectly own, manage, operate, join, purchase, organize or take preparatory steps for the organization of, build, control, finance, acquire, lease or invest or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, manager, agent, representative, associate, consultant, investor, advisor or otherwise with (collectively, be “Affiliated” with), any business or enterprise, or permit its name or any part thereof to be used in connection with any business or enterprise, engaged in any business.  Consultant may be Affiliated with any entity or entities which may provide services to the Company; provided, however, that the Company shall not be required to engage any such entity Affiliated with Consultant for any purpose whatsoever.  Consultant shall not be deemed to be a fiduciary of the Company, or to have any fiduciary duties whatsoever to the Company.  The Consultant may provide consulting services to, or be affiliated with, or participate with, any third party who does business with, or invests in or lends to the Company, and there shall be no fiduciary obligation on the part of the Consultant.

5.

Compensation.  In consideration for Consultant entering into this Agreement and the Services provided hereunder, the Company shall compensate Consultant as follows:

i.

Retainer.  The Company shall pay a monthly fee to Consultant of Twenty Thousand Dollars exactly ($20,000), on the first day of each month, commencing on July 1, 2008.

ii.

Expenses.  The Company shall pay all reasonable expenses incurred during the Consulting Period by the Consultant for business purposes related to or in furtherance of the goals and objectives of the Company and/or the provision of the Services (collectively, “Company Purposes”), including, without limitation, expenses incurred with respect to the Consultant’s travel (including first class travel for flights of greater than two hour duration), meals, entertainment, lodging and other customary and reasonable expenses for Company Purposes.  The Company shall pay such expenses directly, or, upon submission of bills, receipts and/or vouchers by the Consultant, by direct reimbursement to the Consultant.

c.

Fees for Acquisition Transactions.  The Company shall pay to the Consultant a fee equal to ten percent (10%) (i) of the aggregate consideration paid for any acquisition or sale by the Company or any of its subsidiaries or affiliates of any business, corporation or division (a “Target”), or (ii) of the amount paid to or by the Company pursuant to any license, joint venture, partnership, grant, research and development agreement or any other agreement similar to the foregoing agreements between the Company or its subsidiaries or affiliates on the one hand, and any third party introduced to the Company by the Consultant on the other hand.  Any fee payable pursuant to clause (i) or (ii) above shall be due only if any party to the transaction has been introduced by Consultant, or if Consultant provides assistance or advice.  Such transactions shall include, but shall not be limited to, acquisitions by stock purchase agreement, merger agreement, plan of reorganization, asset purchase agreement or license agreement, license agreements, purchase or sale agreements, purchase orders, research and development agreements, marketing or distribution agreements or any other agreement pursuant to which the Company receives consideration from a party identified by, or introduced by, the Consultant, or with respect to which Consultant provided assistance.  The fee shall be paid to Consultant when the consideration paid or received by the Company is actually paid or received by the Company, and in the same form as the consideration received by the Company, as

described below.  Notwithstanding the foregoing, to the extent the Consultant is required to have a securities broker-dealer license in order to lawfully be paid any such fee, the fee will not be payable to Consultant.

The above fee schedule will be applied to the total purchase price, which shall include all cash paid, installment notes and/or securities issued, any shareholder indebtedness canceled, the fair market value of any assets retained (subject to the last sentence of this paragraph) and any other form of payment made to the seller of the assets or securities or its shareholders in connection with or arising from such transaction, including any contingent payments, consideration to be paid in the form of earnouts, equity appreciation rights, covenant not to compete payments paid to the seller of any assets or securities or the shareholders thereof, marketing agreements, royalties, employment or consulting contracts and other similar compensation arrangements arising from the transaction (provided, however, that reasonable amounts paid or to be paid pursuant to any such contracts or arrangements for services actually rendered or to be rendered shall not be included), any consideration placed in escrow and the amount of any indebtedness remaining or assumed on an acquired company’s financial statements at the time of closing.  Subject to the following sentence, Consultant=s fees shall be fully due and payable at the closing of the purchase or sale transaction, even if part or all of the consideration is received or paid in the form of an installment sale or is otherwise payable after the closing date, and in the event not paid at the closing shall be the joint and several obligation of the Company and all other parties to the purchase or sale transaction. However, the portion of the fee attributable to consideration in the form of contingent payments, earnouts, royalties, marketing arrangements or other similar items shall be due and payable when such consideration is actually paid to the seller or received by the shareholder(s) and/or the Company.

d.

Third Party Commissions.  Consultant and/or its Affiliates shall be entitled to share in or receive any fees or commissions paid to Consultant by third parties on any transaction described in Section 5(c) or 6, including, but not limited to, any fees payable to Consultant by a third party lender, financing partner, or other party, or a seller of a corporation or business, including, without limitation, investment banking fees or commissions, business brokerage fees or commissions, finders fees, or any other fee payable by a third party to Consultant for any reason including the identification of the Company as a potential purchaser or seller of such corporation or business (a “Transaction Commission”). The Company hereby waives any conflict of interest that may arise due to any transaction wherein Consultant receives such a Transaction Commission, including, but not limited to, any conflict of interest which may arise as a result of the dual representation by Consultant of the seller or purchaser of a corporation or business on the one hand, and the Company on the other.

6.

Fees for Financing Transactions.  The Company will pay to Consultant a separate fee of ten percent (10%) of the gross consideration received by the Company in connection with

any issuance of its equity or debt securities in any private placement of its securities for cash during the term of this Agreement, but only with respect to securities sold to Non-US Persons as defined in Regulation S and with respect to which any party to the transaction (including other consultants, placement agents or broker/dealers) has been introduced by Consultant, or with respect to which Consultant provides assistance or advice.  This fee shall be in addition to any fee charged by any other financial advisor, consultant or any investment banking or securities firm.  To the extent the Consultant is required to have a securities broker-dealer license in order to lawfully be paid such fee, then this fee will not be payable by the Company to Consultant.

7.

Common Stock Issuance.  All references to numbers of shares of common stock herein shall refer to shares of common stock the Company, or, in the event the Company is acquired by any public company, of such acquiring company after giving effect to all stock splits effective on or prior to the date which is 30 days following the acquisition of the Company by any such publicly traded company.

8.

No License.  It is understood that with respect to any financing or acquisition transaction, Consultant will act or is acting as a consultant and/or advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the C