Consulting Agreement

1.     

Services . Allen Partners shall act as advisor to the Client and perform such Services as requested by the Client, which Services may include, but will not necessarily be limited to:

a.     

advice regarding obtaining financing, including introducing the Company to accredited investors, which may be corporations, partnerships, mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities, as well as select high net worth individuals for the purposes of providing financing in the form of equity or equity- linked securities of the Company or a combination of the foregoing (a "Corporate Financing Transaction");

b.     

advice regarding the financial structure of the Company or its divisions or any programs and projects undertaken by any of the foregoing;

c.     

counsel Client regarding its overall strategy and related activities within the financial community;

d.     

assist Client with the preparation and revision of presentation materials for meetings with the investment community; and

e.     

Such other duties as Client may reasonably request of Allen Partners from time to time.

i.     

meet with the financial community on behalf of Client;

ii.     

survey key analysts, brokers and institutional investors nationwide;

iii.     

maintain ongoing personal contact programs and establish a schedule of activities; and

iv.     

arrange meetings between Client’s senior management and members of the financial community, including individual meetings, informal group meetings and formal presentations.

2.     

Performance of Services . Allen Partners shall be obligated to provide the Services as and when requested by Client but shall not be obligated to expend any specific amount of time in so doing and shall not be authorized or obligated to perform any Services on Allen Partners’ own initiative. The Services shall be performed reasonably promptly after Client’s request, consistent with Allen Partners’ availability and good faith. The Company acknowledges that the Services to be provided hereunder are not exclusive to the Client and Allen Partners has other business obligations, including providing investment banking, financial advisory and consultant services to others, and the Company

agrees that the provision of such services shall not constitute a breach hereof of any duty owed to the Company by virtue of this Agreement. Nothing contained herein, other than Allen Partners’ obligations relating to the Company’s Confidential Material as provided in Section 9 hereof, shall be construed to limit or restrict Allen Partners or its affiliates in conducting such businesses with respect to others or in rendering such services to others

3.     

Relationship of the Parties . Allen Partners shall be, and at all times during the Term of the Agreement shall remain, an independent contractor. As such, Allen Partners shall determine the means and methods of performing the Services hereunder and shall render the Services at such places it determines. The Client shall pay all reasonable costs and expenses incurred by Allen Partners in the performance of its duties hereunder, including but not limited to reasonable and documented travel, legal fees and other expenses. Allen Partners shall provide notice to the Company at such time, if any, the foregoing expenses exceed $2,500 in the aggregate. Allen Partners will not bear any of the Company’s legal, accounting, printing or other expenses in connection with any transaction considered or consummated hereby. It also is understood that neither Allen Partners, nor any of its officers, directors, employees or agents, will be responsible for any fees or commissions payable to any finder or to any other financial or other advisor utilized or retained by the Company.

4.     

Assurances . Client acknowledges that all opinions and advices (written or oral) given by Allen Partners to the Client in connection with this Agreement are intended solely for the benefit and use of Client, and Client agrees that no person or entity other than Client shall be entitled to make use of or rely upon the advice of Allen Partners to be given hereunder. Furthermore, no such opinion or advice given by Allen Partners shall by used at any time, in any manner or for any purpose, and shall not be reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, except as may be contemplated herein. Client shall not make any public references to Allen Partners without Allen Partners’ prior written consent or as required by applicable law.

5.     

Compensation . In consideration of such Services, the Company agrees to issue Allen Partners a warrant to purchase an aggregate of 1,500,000 shares of the Company’s common stock at exercise prices  as follows: (i) 500,000 exercisable at $1.00, (ii) 250,000 exercisable at $1.50, (iii) 250,000 exercisable at $2.00, (iv) 250,000 exercisable at $2.25 and (v) 250,000 exercisable at $2.50. The foregoing warrants shall contain customary terms, including, without limitation, provisions for cashless exercise, weighted average anti-dilution price protection and piggyback registration rights.

6.     

Additional Services . Should Client desire Allen Partners to perform additional services not outlined herein, Client may make such request to Allen Partners in writing. Allen Partners may agree to perform  those services at its sole discretion and may enter into additional definitive agreements with the Company which shall set forth Allen Partners’ obligations in connection with such transactions, as well as the compensation to be paid Allen Partners with respect to its additional services.

7.     

Approval of Client Information . Client will be required to approve all stockholder communications, press release and other materials prepared and disseminated on its behalf by Allen Partners.

8.     

Term . This Agreement shall remain in effect until July 31, 2010.

9.     

Due Diligence/Disclosure

a.     

Client recognizes and confirms that, in advising Client and in fulfilling its retention hereunder, Allen Partners will use and rely upon data, material and other information furnished to it by Client. Client acknowledges and agrees that in performing its Services under this Agreement, Allen Partners may rely upon the data, material and other information

supplied by Client without independently verifying the accuracy, completeness or veracity of same. Such information shall be deemed "Confidential Material".

b.      

Except as contemplated by the terms hereof or as required by applicable law, Allen Partners shall keep confidential, indefinitely, all Confidential Material provided to it by Client, and shall not disclose such information to any third party without Client’s prior written consent, other than such of its employees and advisors as Allen Partners reasonably determines to have a need to know. In the event Allen Partners is required by applicable law or legal process to disclose any of the Confidential Material, Allen Partners will deliver to the Company prompt notice of such requirement (by fax or overnight courier promptly following Allen Partners’ knowledge or determination of such requirement) prior to such disclosure so the Company may seek an appropriate protective order and/or waive compliance of this provision. If, in the absence of a protective order (because the Company elected to not seek such an order or it was denied by a court of competent jurisdiction) or receipt of written waiver, Allen Partners is nonetheless, upon advise of its counsel, compelled to disclose any Confidential Material, Allen Partners may do so without liability hereunder.

10.     

Indemnification . The Company agrees to indemnify Allen Partners in accordance with the provisions of Annex A hereto, which is incorporated by reference and made a part hereof.

11.     

Limitation Upon the Use of Advice and Services

(a)     

No person or entity, other than the Company (including its directors, officers and employees), shall be entitled to make use of, or rely upon any advice of Allen Partners to be given hereunder, and the Company shall not transmit such advice to, or encourage or facilitate the use or reliance upon such advice by others without the prior written consent of Allen Partners.

(b)     

Use of Allen Partners’ name in annual reports or any other report of the Company or releases by the Company requires the prior written approval of Allen Partners unless the Company is required by law to include Allen Partners’ name in such annual reports, other report or release of the Company, in which event the Company shall furnish to Allen Partners copies of such annual reports or other reports or releases using Allen Partners’ name in advance of publication by the Company.

12.     

Cooperation . The Company will cooperate with and will furnish Allen Partners or entities introduced by Allen Partners with all reasonable information and data concerning the Company which Allen Partners appropriate and will provide Allen Partners with reasonable access to the Company’s officers, directors, employees, independent accountants and legal counsel. The Company represents that all information made available to Allen Partners for distribution to investors will be complete and correct in all material respects. Notwithstanding anything set forth above to the contrary, Allen Partners shall not be responsible for any due d