TERMS OF ENGAGEMENT

1.

Engagement and Duties: You will be the part-time Chief Financial Officer (“CFO”) of the Company. Your responsibilities will include the preparation of financial reports contained in the Company’s filings with the Securities and Exchange Commission, Sarbanes-Oxley compliance matters regarding the establishment and maintenance of the Company’s internal controls, and rendering assistance to the Company’s Board of Directors regarding financial and accounting matters to the extent practical within the 45 days/year time frame contemplated below. The parties acknowledge that approximately 50% of your total time for this engagement during the 2007 calendar year will be devoted to the Company’s fiscal 2006 year-end closing and audit.

2.

Term of Engagement: Your engagement will commence February 5, 2007 and continue on an at-will basis thereafter, with this arrangement terminable by either party on 30 days written notice.

3.

Compensation: The Company will pay you at the rate of $65,000 per year for your services, for 36 days up to a maximum of 45 days per calendar year, at such times as are reasonably requested by the Company, paid in periodic installments at the same times as the Company’s regular payroll, subject to required deductions and withholdings to be made by the Company. In the event you work for us for less than 36 days per calendar year, your compensation will be reduced on a pro-rata basis at the rate of 1/36^th of annual compensation. For the purposes of this agreement, a day will be considered to have eight (8) hours and periods of less than one day will be compensated on the basis of the daily rate times the ratio of hours worked to 8 hours.