FIRST AMENDED FINANCIAL ADVISORY AGREEMENT

Exhibit 10.14

FIRST AMENDED

FINANCIAL ADVISORY AGREEMENT

THIS FIRST AMENDED FINANCIAL ADVISORY AGREEMENT ("Agreement") is made and entered into on this the 17th day of April, 2007, by and among HFG International, Limited, Smarthigh Holdings Limited ("Smarthigh") and Powersmart Holdings Limited ("Powersmart").

W I T N E S S E T H:

WHEREAS, HFG, Smarthigh and Powersmart entered into that certain Financial Advisory Agreement dated as of November 28, 2007 (the "FAA);

WHEREAS, the parties hereto desire to amend the FAA as provided for herein; and

WHEREAS, except as otherwise modified by this Agreement, the FAA shall remain in full force and effect, with the obligations of the parties thereto remaining duly enforceable.

NOW, THEREFORE, for and in consideration of the covenants set forth herein and the mutual benefits to be gained by the parties hereto, and other good and valuable consideration, the receipt and adequacy of which are now and forever acknowledged and confessed, the parties hereto hereby agree and intend to be legally bound as follows:

1.      Amendment and Restatement . Section 4. of the FAA is amended and restated in its e