LYNN FETTERMAN INC. PROJECT AGREEMENT

A.

Consultant will furnish the Services through Lynn Fetterman during the course of this engagement, beginning on Feb 1, 2007 and ending March 31, 2007 or 30 business day(s) after a permanent CFO begins employment, whichever is later, on a full time basis which shall be understood to mean up to and possibly exceeding 40 hours per week, unless the engagement is terminated sooner as provided herein. Although Mr. Fetterman will begin furnishing services to the Company effective February 1, 2007, Mr. Fetterman’s appointment by the Board of Directors to the Interim Officer positions will be effective February 9, 2007 and he will continue in the Interim Officer positions until a permanent CFO begins employment subject to his sooner resignation or removal from office, unless the term of this agreement is sooner terminated as provided for herein. The Company will pay the Consultant at the rate of $ 90.00 per hour (“Project Fees”). A $7,000 retainer fee will be paid upon signing this Agreement. Upon conclusion of the engagement, the retainer will either be returned to the Company upon payment in full of all of your outstanding invoices or applied to any outstanding invoice with any balance remaining to be returned to the Company. No Company employee compensation, employee fringe benefits, worker’s compensation coverage, bonuses or other amounts are or will be payable to Consultant or Mr. Fetterman, except that the Company will use reasonable efforts to obtain coverage for Mr. Fetterman under its existing director’s and officer’s insurance coverage, with the same scope and limits of coverage as made available to the Company’s other officers and directors.

A.

The Company will pay all amounts owed to consultant on a weekly basis . The Company will promptly reimburse consultant for reasonable travel and out-of-pocket business expenses. All reimbursements of expenses will occur as project fees are paid.

B.

Consultant shall be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts under this agreement, including but not limited to attorneys’ fees actually incurred.

A.

The parties agree that Consultant will be serving the Company as an independent contractor for all purposes and not as employee with the Company. Consultant therefore will have control over the order and sequence of project work and the specific hours worked, will have the opportunity for entrepreneurial profit, and will not be subject to Company withholding of income or employment taxes.

B.

The Company acknowledges that consultant’s success in performing the services depends on the participation, cooperation, and support of the Company’s most senior management.

C.

Consultant agrees that Lynn Fetterman shall sign, file and deliver all documents on behalf of the Company as would fall within the customary scope of duties of a Chief Financial Officer (Principal Financial and Accounting Officer), Secretary and Treasurer, including but not limited to federal or state securities filings, tax filings, representations and warranties on behalf of the Company, loan and other documents.