SERVICES AGREEMENT

1.

Engagement .

a.

Client hereby engages Agency to manage and/or render the services summarized in Exhibit A hereto and such other services as may be agreed to in writing by the Client and Agency from time to time. Parties acknowledge that not all services summarized in Exhibit A may ultimately be managed and/or rendered over the course of the Agreement by Agency.

b.

Agency hereby accepts the engagement to provide Services to the Client on the terms and conditions set forth herein.

c.

Agency agrees not to provide consulting services that: (1) interfere with the proper and efficient performance of the Services for Client during the term of this Agreement, (2) compete directly or indirectly with the business in which Client is engaged during the Term of this Agreement and for a period of twice the number of months Services are provided to Client after it’s completion or Termination, or (3) otherwise are prohibited under this Agreement.

2.

Term . Unless terminated, the term of this Agreement shall be effective through June 30 ^th , 2008. Client or Agency may terminate this Agreement for any reason or for no reason at anytime upon written notice to the other party. Such notice shall be delivered by certified mail or personal delivery. Notwithstanding anything in this Agreement to the contrary, in the event of early termination of this Agreement, Client will remain liable to the Agency for payment of all approved expenses and all Services actually rendered by the Agency through the effective date of such termination including one (1) month advance fee if terminated prior to expiration. In the event of termination, Agency shall immediately upon

receipt of payment deliver to Client all deliverables, reports, documents or other work product created for Client in the performance of its Services.

3.

Compensation and Payment .

a.

Subject to the terms of the Agreement and in consideration of the Services to be performed by Agency, the Client agrees to pay Agency in the manner set forth in Exhibit A.

b.

Out of Pocket expenses incurred by Agency that are authorized by the Client in writing shall be reimbursed by Client to Agency.

c.

Agency will be paid a monthly retainer for all Services, on a current basis, in the amount of $133,071. Promptly upon the completion of each month, but no later than thirty (30) days of completing the monthly Services, Agency shall provide Client with an invoice for Services rendered and Out of Pocket expenses. Such invoice shall be accurate, complete, and include sufficient detail to substantiate net amounts due thereunder (i.e., net of the current pay retainer fee referenced above). Media buying decreases may result in a partial offset of the media buying fees. Amounts due shall be payable within thirty (30) days of Client’s receipt of a correct and undisputed invoice from Agency.

4.

Representations and Warranties . Agency represents and warrants (i) that Agency has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Agency’s undertaking this relationship with the Client, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Agency will not use in the performance of the responsibilities under this Agreement any confidential information or trade secrets of any other person or entity, unless both the third party and Client provide written consent to such use, and (iv) that Agency has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. Client represents and warrants that it possesses the appropriate right, title and interest in and to any information or materials provided by Client to Agency in connection with the services to be provided hereunder.

5.

Entire Agreement . Except for the terms and conditions contained in the Confidentiality Agreement executed by the Parties in June 2007, this Agreement, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

6.

Amendment . This Agreement may be amended only by a writing signed by Agency and by a representative of the Client duly authorized.

7.

Severability . If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of

competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

8.

Rights Cumulative . The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors),