TERMS AND CONDITIONS OF LICENSE AGREEMENT

EXHIBIT 10.28

DATE OF THIS AGREEMENT 04/28/08

MISCELLANEOUS

This agreement will automatically renew for the same term at a rate to be determined by market demand or a pre-determined increase as stated above, unless written notice is provided at least sixty (60) days prior to the expiration date of this agreement.

TERMS AND CONDITIONS OF LICENSE AGREEMENT

1. Office Access . Regent Business Centers Woodland Hills, LLC (“Regent”), having an address at 21900 Burbank Blvd., 3rd Floor, Woodland Hills, 91367 (the “Center”) hereby licenses to Client (as defined herein, the “Client”) the use of the office(s) defined and for the term defined herein. Client may also have access to the common areas within the Center. Access is available twenty-four (24) hours per day, seven (7) days per week. The building shall provide office cleaning, maintenance services, heating, air conditioning, and all other reasonably required utilities to the center during normal business hours as determined by the landlord for the building.

Regent reserves the right to show the office(s) from time to time to prospective clients and will use reasonable efforts not to disrupt Client’s business.

2. Services . In addition to Client’s office, Regent provides the following services inclusive of the fixed fees: Shared reception and telephone answering services during “normal” business hours (8:30 AM to 5:30 PM, Monday through Friday, excluding Regent holidays); use of conference rooms for the defined number of hours per month during Normal Business hours; Regent also provides certain services on an as requested basis. There include: FAX service, photocopy service, typing and secretarial service, mailing and messenger services; outgoing telephone service; such other services as Regent may make available from time to time at the Center. The fee schedule for these services are as posted, and are included herein. The fees are charged to Client’s account and are payable as defined on the fee schedule. Client agrees to pay all charges authorized by Client or Client’s employees Regent may change the fee schedule from time to time.

In the event Client defaults on any of Client’s obligations under this agreement, Client agrees that Regent may cease to provide any and all services including telephone services without resort to legal process.

3. Payments . Client agrees to pay the fixed and additional service fees and all applicable sales or use taxes, in the amounts set forth on the attached data form, which is hereby incorporated by reference, within 5 (five) days of the date of invoicing (expected to be via a monthly bill). If Client disputes any portion of the charges on Client’s bill, Client agrees to pay the undisputed portion on the designated payment date. Client agrees that charges must be disputed within fifteen (15) days or Client waives the right to dispute such charges. Client will be charged a late fee of 5% for any late payments. Client will also be charged a finance charge of 1.5%, per month on late payments.

Upon signing this agreement, Client is required to pay the fixed fee, setup fees and a refundable retainer as defined herein. At any time during the Term of this Agreement, or any extension term, if Client’s fixed monthly fees are increased as a result of additional services, and/or increases to existing fees, then the retainer shall increase by 200% of the adjustment amount, which shall be paid to Regent within thirty (30) days after demand therefore. The refundable retainer will not be kept in a separate account from other funds and no interest will be paid to Client on this amount. The refundable retainer may be applied to outstanding charges at any time at Regent’s discretion. Regent has the right to require that Client replace retainer funds that Regent applies to Client’s charges. At the end of the term of this agreement, if Client has satisfied all of Client’s obligations, Regent will refund Client this retainer within sixty (60) days.

4. Regent’s Limitation of Liability . Client acknowledges that due to the imperfect nature of verbal, written and electronic communications, neither Regent nor Regent’s landlord or any of their respective officers, directors, employees, shareholders, partners, agents or representatives shall be responsible for damages, direct or consequential, that may result from the failure of Regent to furnish any service, including but not limited to the service of conveying messages, communications and other utility or services. Regent shall use its best efforts to prevent the failure to provide or interruption of any such services.

CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF SERVICES. REGENT DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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5. License Agreement . THIS AGREEMENT IS NOT A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY. IT IS A CONTRACTUAL ARRANGEMENT THAT CREATES A REVOCABLE LICENSE. Regent retains legal possession and control of the Center and the office(s) assigned to Client. Regent’s obligation to provide Client space and services is subject