PLACEMENT AGENT AGREEMENT

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EXHIBIT 10.2

PLACEMENT AGENT AGREEMENT

As of February 13, 2007

Brookshire Securities Corporation

4 West Las Olas Blvd., 8th Floor

Ft. Lauderdale, Florida 33301

Re: PLACEMENT AGENT AGREEMENT

Gentlemen:

This letter is in confirmation of our agreement with you pertaining to

the private placement, coordinated by Brookshire Securities Corporation (the

"Placement Agent," "Brookshire" or "you") as placement agent on a "$2,500,000

minimum/$5,000,000 maximum" basis, of Units (the "Units"), each Unit consisting

of (i) one share of preferred stock (the "Preferred Stock"), and (ii) a

detachable, transferable four-year warrant (the "Warrant") to purchase one

thousand (1,000) shares of common stock of a Securities and Exchange Commission

("SEC") reporting and registered publicly-traded company that will be quoted on

the OTC Bulletin board ("Pubco") (the "Offering"). The Offering will close

concurrently with the closing of a reverse merger transaction (the "Reverse

Merger") involving a wholly-owned subsidiary of Pubco, and Visual Management

Systems Holding, Inc., a New Jersey corporation ("VMS"). The terms, conditions,

rights, preferences and privileges of the securities comprising the Units will

be more fully described in Section 1 below and in the Memorandum (as defined in

Section 1(a) below). Upon execution of this Agreement, the following terms and

conditions shall constitute a legally binding agreement on the part of the party

executing this Agreement.

SECTION 1. DESCRIPTION OF SECURITIES

(a) The shares of Preferred Stock and Warrants to be offered and

sold in the Offering on a "minimum/maximum" basis shall conform in all material

respects to the description thereof contained in this Section 1 and in a

Confidential Private Placement Memorandum to be prepared by VMS and reviewed and

approved by Placement Agent (as the same may be amended or supplemented from

time to time, and including all exhibits and appendices attached thereto, the

"Memorandum"), which will contain (i) a description of VMS and its business,

assets, prospects and management; (ii) the terms and conditions of the Offering;

(iii) a description of the securities comprising the Units; and (iv) certain

financial information. If necessary, Pubco and VMS will update or supplement the

Memorandum prior to completion of the Offering. Placement Agent shall be

entitled to rely on the accuracy and completeness of all information provided by

VMS and Pubco, including information incorporated by reference in the

Memorandum. Additionally, representatives of VMS and Pubco shall be available to

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questions of, and to provide additional information to, Placement Agent and any

potential investors.

(b) The Offering will be conducted to raise from investors a minimum

of $2,500,000 from the sale of 1,000 Units and a maximum of $5,000,000 from the

sale of 2,000 Units, at the purchase price per Unit of $2,500. After giving

effect to the completion of the Reverse Merger, and assuming the successful

completion of the Offering, assuming conversion of the Preferred Stock sold in

the Offering, the capitalization shall be as set forth in Schedule 1(b) attached

hereto and in the final Memorandum. Upon the mutual agreement of VMS and the

Placement Agent, VMS may sell additional Units at the same price per Unit,

provided that the aggregate number of additional Units sold shall not exceed 300

Units (the "Over Allotment Option").

(c) The Preferred Stock will have the following rights and

privileges:

(i) Subject to adjustment, each share of Preferred Stock shall be

convertible, at the option of the holder, into 1,000 shares of

common stock of Pubco ("Common Stock").

(ii) If Pubco issues any shares of its Common Stock following the

issuance of Preferred Stock (other than in connection with the

exercise of outstanding warrants described on Exhibit A attached

hereto or upon the exercise of the Placement Agent Warrants (as

defined in Section 4(c) of this Agreement)) for consideration at

a price per share less than $2.50 per share of Common Stock (or

for no consideration), the conversion rate shall be adjusted to

the price per share at which such new shares of Common Stock are

issued.

(iii) The Preferred Stock shall not be entitled to dividends.

(iv) The Preferred Stock shall not have voting rights.

(v) The Preferred Stock shall not be redeemable or callable.

(vi) The Preferred Stock shall rank senior to to Common Stock. Upon

the occurrence of a liquidation event, holders of Preferred

Stock will be entitled to a return of the price of $2,500 for

each share of Preferred stock held and will participate with the

holders of common stock in any remaining liquidation proceeds on

an as converted basis.

(d) The Warrants shall contain the following provisions:

(i) The Warrants shall be exercisable at a price of $3.50 per share.

(ii) The Warrants shall expire on the fourth year anniversary date of

the date of issuance.

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(iii) If Pubco issues any shares of its Common Stock following the

issuance of Warrants (other than in connection with the exercise

of outstanding warrants described on Exhibit A attached hereto

or upon the exercise of the Placement Agent Warrants (as defined

in Section 4(c) of this Agreement)) for consideration at a price

per share less than $3.50 per share of Common Stock (or for no

consideration), the exercise price of the Warrants shall be

adjusted to the price per share at which such new shares of

Common Stock are issued.

SECTION 2. REPRESENTATIONS AND WARRANTIES

(a) Each of VMS and Pubco represents and warrants to the Placement

Agent, as to itself (which shall be deemed to include each of its subsidiaries)

only and not with respect to any matters which do not pertain to itself, as

follows:

(i) VMS has full corporate power and authority to execute,

deliver and perform its obligations under this Agreement and to consummate the

transactions contemplated hereby. The execution, delivery and performance of

this Agreement, the consummation by VMS of the transactions herein contemplated

and compliance by VMS with the terms of this Agreement have been duly authorized

by all necessary corporate action on the part of VMS, and when duly executed and

delivered by VMS this Agreement will constitute a valid and binding obligation

of VMS, enforceable in accordance with its terms.

(ii) Pubco has the corporate power and authority to execute

and deliver this Agreement and the Subscription Agreement and to perform its

obligations hereunder and thereunder and to issue the Units and the Placement

Agent Warrants and the Common Stock for which the Warrants and the Placement

Agent Warrants may be exercised. This Agreement and the Subscription Agreement

have been duly authorized by Pubco and when executed and delivered by Pubco,

will constitute its valid and binding obligation and be enforceable against

Pubco in accordance with its terms.

(iii) The execution, delivery and the performance of this

Agreement, the Subscription Agreement, and the issuance of the Common Stock, the

Warrants, the Placement Agent Shares and the Placement Agent Warrants by Pubco

do not and will not at each closing of the Offering (a "Closing Time") conflict

with Pubco's Certificate of Incorporation, as amended, or By-laws, or result in

a breach of any terms or provisions of, or constitute a default under, any

material contract, agreement or instrument to which Pubco is a party or by which

Pubco is bound.

(iv) The execution, delivery and the performance of this

Agreement do not, and at each Closing Time will not, conflict with VMS's

Certificate of Incorporation, as amended, or By-laws, or result in a breach of

any terms or provisions of, or constitute a default under, any material

contract, agreement or instrument to which VMS is a party or by which VMS is

bound.

(v) From the date of commencement of sales until completion

of the Offering of the Units by the Placement Agent, the Memorandum will contain

all statements

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required to be stated therein in accordance with the Securities Act of 1933, as

amended, (the "Securities Act") will not contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or

necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. Notwithstanding the foregoing, none

of the representations and warranties set forth in this paragraph apply to any

statements and/or omissions from the Memorandum made in reliance on or in

conformity with information produced in writing to VMS by the Placement Agent

expressly for inclusion in the Memorandum. VMS confirms that statistical market

and industry data included in the Memorandum are based on or derived from

sources believed to be reliable and accurate.

(vi) VMS has prepared the Memorandum, which may be

supplemented or amended from time to time and which contains information

materially accurate as of the date specified therein, including, without

limitation:

(A) The terms of the Offering;

(B) a description of the Units, the Preferred Stock,

the Warrants and the Common Stock;

(C) a description of the Reverse Merger;

(D) a description of the business conducted by VMS;

(E) the financial condition of VMS;

(F) past material activities of VMS;

(G) commissions and compensation to be paid to the

Placement Agent in connection with the Offering;

(H) disclosure of material contracts, agreements or

other business arrangements, which affect or are

related to the business conducted by VMS and to

be conducted by VMS;

(I) information regarding VMS, its management,

material obligations, liabilities, any pending

or threatened lawsuits or proceedings, and

recent material adverse changes in its financial

condition;

(J) any appropriate legends and such other

information or material as the Placement Agent

may reasonably request to be included therein;

(K) information regarding any and all of VMS's

"employee benefit plans" (within the meaning of

Section 3(3) of the Employment Retirement

Security Act of 1974, as amended, and any other

employee benefit or fringe benefit plans,

arrangements, practices, contracts, policies or

programs,

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including, without limitation, employee stock

option plans; and

(L) information regarding certain relationships and

related transactions as would be required under

Item 404 of Regulation S-B under the Securities

Exchange Act of 1934, as amended.

(vii) Each of VMS and Pubco is, and at each closing of the

Offering (a "Closing" and the time of each Closing is hereinafter referred to as

a "Closing Time") will be, a corporation duly organized, validly existing and in

good standing under the laws of its respective jurisdiction of incorporation.

Each of VMS and Pubco has, and at each Closing Time will have, the power and

authority to conduct all of the activities conducted by it, to own or lease all

of the assets owned or leased by it and to conduct its business as described in

the Memorandum. Each of VMS and Pubco is, and at each Closing Time will be, duly

licensed or qualified to do business and in good standing as a foreign

corporation in all jurisdictions in which the nature of the activities conducted

by it or the character of the assets owned or leased by it makes such license or

qualification necessary, except where the failure to be so qualified would not

have a material adverse effect on VMS or Pubco, as the case may be. Complete and

correct copies of the charter, bylaws and other constituent documents of each of

VMS and Pubco (including all amendments thereto) have been delivered to you, and

no changes therein will be made subsequent to the date hereof and prior to each

Closing Time, except as contemplated by the Memorandum and advised to you.

(viii) VMS had, at the date or dates indicated in the

Memorandum, a duly authorized and outstanding capitalization as set forth in the

Memorandum under the caption "Capitalization." Immediately prior to each Closing

Time, Pubco will have a duly authorized and outstanding capitalization as set

forth in the Memorandum under the caption "Capitalization" on a pro forma basis

after giving effect to the Reverse Merger.

(ix) Subsequent to the date hereof and prior to each Closing

Time, VMS will not acquire any of its equity securities and will not issue any

of its securities other than pursuant to currently outstanding stock options,

warrants and convertible securities. Except as set forth herein or referred to

in the Memorandum, neither VMS nor Pubco has outstanding, and at each Closing

Time will not have outstanding, any stock options to purchase, or any rights or

warrants to subscribe for, or any securities or obligations convertible into or

any contracts or commitments to issue or sell, shares of the Common Stock or any

such warrants, convertible securities or obligations, except as those described

therein.

(x) The financial statements (including the schedules and

notes thereto) of VMS included in the Memorandum present fairly the financial

position of VMS as of the dates thereof, and the results of operations and

changes in financial position of VMS for the periods indicated therein are in

conformity with generally accepted accounting principles applied on a consistent

basis throughout the periods involved, except in the case of quarterly periods

to the extent they may exclude footnotes or may require normal year-end audit

adjustments.

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(xi) Except to the extent reflected or reserved against in

the financial statements of VMS included in the Memorandum, or as otherwise

described in the Memorandum, VMS has had no material liabilities, debts,

obligations or claims asserted against it, whether accrued, absolute, contingent

or otherwise, and whether due or to become due, including, without limitation,

liabilities on account of taxes, other governmental charges or lawsuits brought

subsequent to such date. Except to the extent reflected or reserved against in

the most recently filed financial statements of Pubco in its Annual Report on

Form 10-KSB, or as otherwise described in the Memorandum, Pubco has no material

liabilities, debts, obligations or claims asserted against it, whether accrued,

absolute, contingent or otherwise, and whether due or to become due, including,

without limitation, liabilities on account of taxes, other governmental charges

or lawsuits brought subsequent to such date.

(xii) Subsequent to the respective dates as of which

information is set forth in the Memorandum and prior to each Closing Time,

except as set forth in the Memorandum, (i) VMS has not incurred and will not

have incurred any material liabilities or obligations, direct or contingent, and

has not entered into any material transactions other than as contemplated by the

business plan of VMS in the Memorandum, and will not enter into any material

transaction without disclosing such material transaction to the Placement Agent,

(ii) VMS has not and will not have paid or declared any cash dividends or other

distribution on its capital stock, and (iii) there has not been any material

adverse change in the business, properties, financial condition, results of

operations or prospects of VMS, or in the book value of the assets of VMS,

arising from any reason whatsoever.

(xiii) Except as set forth in the Memorandum, neither VMS nor

Pubco has, and at each Closing Time neither VMS nor Pubco will have, any

material contingent obligations.

(xiv) Neither VMS nor Pubco has any subsidiaries, except as

disclosed in the Memorandum, nor does either have any equity interest in any

partnership, joint venture, association or other entity, except as disclosed in

the Memorandum. VMS has provided to Placement Agent copies of the charter,

bylaws, operating agreements and other constituent documents, as applicable,

with respect to each subsidiary, partnership, joint venture, association or

entity in which VMS has an interest.

(xv) Except as set forth in the Memorandum, there are no

material actions, suits or proceedings pending, or to the knowledge of VMS

threatened, against or affecting VMS or Pubco or their respective businesses,

financial condition, results of operations or material properties before or by

any federal or state court, commission, regulatory body, administrative agency

or other governmental body, domestic or foreign, wherein an unfavorable ruling,

decision or finding would materially and adversely affect (i) VMS or its

businesses, financial condition, results of operations or material properties

taken as a whole, or (ii) the ability of VMS or Pubco to consummate the

transactions contemplated by this Agreement.

(xvi) Neither VMS nor Pubco is in violation of its charter or

bylaws. Neither the execution and delivery of this Agreement, nor the issuance

and sale of the Units sold in the Offering, nor the consummation of any of the

transactions contemplated herein, nor the compliance by VMS or Pubco with the

terms and provisions hereof has conflicted with or will

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conflict with or has resulted in or will result in a breach of, any of the terms

and provisions of, or has constituted or will constitute a default under, or has

resulted in or will result in the creation or imposition of any lien, charge or

encumbrance upon any material property or assets of VMS or Pubco pursuant to the

terms of any indenture, mortgage, deed of trust, note, loan or credit agreement

or any other material agreement or instrument to which VMS or Pubco is a party

or by which VMS or Pubco may be bound or to which any of the property or

material assets of VMS or Pubco is subject; nor will such action result in any

violation of the provisions of the charter or the bylaws of VMS or Pubco or any

statute, order, rule or regulation applicable to VMS or Pubco or of any federal,

state or other judicial, administrative or regulatory authority or other

government body having jurisdiction over VMS or Pubco.

(xvii) The shares of Preferred Stock, the Warrants, the

Placement Agent Shares, the Placement Agent Warrants and the shares of Common

Stock underlying the Preferred Stock, the Warrants and the Placement Agent

Warrants referred to in the Memorandum will, upon issuance, assuming the payment

of the applicable purchase or exercise price therefor, be validly issued, fully

paid and non-assessable. The Preferred Stock and the Common Stock underlying the

Preferred Stock, the Warrants and the Placement Agent Warrants will not be

subject to the preemptive rights of any security holder. As of each Closing, the

issuance and sale of each of the securities comprising the Units, the Placement

Agent Warrants and the Common Stock underlying the Preferred Stock, the Warrants

and the Placement Agent Warrants will have been duly and validly authorized by

all required corporate action and otherwise.

(xviii) All issued and outstanding securities of VMS have been

duly authorized and validly issued and the outstanding securities of VMS are

fully paid and non-assessable; and none of such securities were issued in

violation of the pre-emptive rights of any holders of any security of VMS. All

issued and outstanding securities of Pubco have been duly authorized and validly

issued and the outstanding securities of Pubco are fully paid and

non-assessable; and none of such securities were issued in violation of

preemptive rights of any holders of any security of Pubco.

(xix) VMS has good and marketable title to all properties and

assets free and clear of all liens, charges, encumbrances or restrictions,

except such liens, charges, encumbrances or restrictions as are not material to

the business of VMS or as are set forth in the Memorandum or such encumbrances

which will not have a material adverse effect on VMS's property or assets. VMS

has valid and enforceable leases or licenses for the material properties as used

by it in the operation of its business. All rentals, royalties or other payments

accruing under any such licenses or leases which became due prior to the date of

this Agreement have been duly paid, and neither VMS nor to VMS's knowledge any

other party is in material default thereunder, and, to the knowledge of VMS, no

event has occurred which, with the lapse of time or the giving of notice, or

both would constitute a material default thereunder.

(xx) All taxes which are due from VMS and Pubco have been

paid in full (or adequate accruals for the payment thereof have been provided

for in its accounting records). Each of VMS and Pubco has filed all federal,

state, municipal and local tax returns relating to VMS or Pubco, as the case may

be, (whether relating to income, sales, franchise, withholding, real or personal

property or other types of taxes) required to be filed under the laws of the

United States and applicable states or has duly obtained extensions of time for

the filing

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thereof. As to VMS, the provisions for income taxes payable, if any, shown on

the financial statements contained in the Memorandum are sufficient for all

accrued and unpaid domestic and foreign taxes, whether or not disputed, and for

all periods to and including the dates of such financial statements. As to

Pubco, the provisions for income taxes payable, if any, shown on the financial

statements contained in Pubco's most recently filed form 10-KSB are sufficient

for all accrued and unpaid domestic and foreign taxes, whether or not disputed,

and for all periods to and including the dates of such financial statements.

Each of the tax returns heretofore filed by each of VMS and Pubco correctly

reflects the amount of VMS's and Pubco's respective tax liability thereunder.

Each of VMS and Pubco has withheld, collected and paid all other levies,

assessments, license fees and taxes to the extent required and, with respect to

payments, to the extent that the same have become due and payable. Neither VMS

nor Pubco has executed or filed with any taxing authority, foreign or domestic,

any agreement extending the period for assessment or collection of any income

taxes nor is either a party to any pending action or proceeding by any foreign

or domestic governmental agency for assessment or collection of taxes; and no

claims for assessment or collection of taxes have been asserted against VMS or

Pubco.

(xxi) Except as set forth in the Memorandum, neither VMS nor

Pubco has (i) issued any securities or incurred any liability or obligation,

direct or contingent, for borrowed money, or entered into any transaction other

than in the ordinary course of business, nor (ii) declared or paid any dividend

or made any other distribution on or in respect to its capital stock.

(xxii) Except for the filing of (A) Form D under the Securities

Act, and (B) other than as may be required under applicable state securities or

Blue Sky laws, no authorization, approval, consent, order, registration,

certification, license or permit (collectively, "Permits") of any court or

governmental agency or body, is required for the valid authorization, issuance,

sale and delivery of the Units or the Placement Agent Warrants, subject to

compliance by Placement Agent with regulations regarding an offering to

accredited investors under Regulation D promulgated under the Securities Act.

(xxiii) Each contract or other instrument to which VMS is a

party or by which its properties or business is or may be bound or affected and

to which reference is made in the Memorandum has been duly and validly executed

by VMS and assuming that such contracts or other instruments have been properly

executed by the parties other than VMS is in full force and effect in all

material respects and to its knowledge is enforceable against the parties

thereto in accordance with its terms, and none of such contracts or instruments

has been assigned by VMS and except as described in the Memorandum, neither VMS

nor, to its knowledge, any other party is in default thereunder and no event has

occurred which, with the lapse of time or the giving of notice, or both, would

constitute a default thereunder. None of the material provisions of such

contracts or instruments violates any existing applicable law, rule, regulation,

judgment, order or decree of any governmental agency or court having

jurisdiction over VMS or its assets or business.

(xxiv) Except as set forth in the Memorandum, neither VMS nor

Pubco has any employee benefit plans (including, without limitation, profit

sharing and welfare benefit

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plans) or deferred compensation arrangements that are subject to the provisions

of the Employee Retirement Income Security Act of 1974.

(xxv) Neither VMS nor Pubco has directly or indirectly, at any

time, (A) made any contributions to any candidate for political office, or

failed to disclose fully any such contribution in violation of law or (B) made

any payment to any state, federal or foreign governmental officer or official,

or other person charged with similar public or quasi-public duties, other than

payments or contributions required or allowed by applicable law.

(xxvi) Assuming the representations and warranties of the

Placement Agent contained herein and of the purchasers contained in the

Subscription Documents are true and correct, the offer and sale of the Units by

VMS and Pubco has satisfied and at each Closing Time will have satisfied all of

the requirements of Regulation D and VMS is not disqualified from the exemption

under Rule 505 contained in Regulation D by virtue of the disqualifications

contained in Rule 505(b)(2)(iii), or the exemption under Regulation D by virtue

of the disqualification contained in Rule 507. The Memorandum and related

documents conform in all material respects with the requirements of Section 4(2)

of the Securities Act and Regulation D promulgated thereunder and with the

requirements of all other published rules and regulations of the SEC and state

blue sky securities laws currently in effect relating to "private offerings."

(xxvii) Other than any payments to the Placement Agent

hereunder, and except as disclosed in the Memorandum, neither VMS nor Pubco has

incurred any liability for any finder's fee or similar payments in connection

with the transactions herein contemplated. Neither VMS nor Pubco has engaged any

other other party to offer for sale securities of VMS or Pubco after the date

hereof.

(xxviii) To the best of its knowledge, VMS owns or possesses or

can acquire on reasonable terms adequate and enforceable rights to use all

trademarks, service marks, copyrights, patent rights, trade secrets or other

confidential information currently used in the conduct of its business as

described in the Memorandum (the "Intangibles"). Except as disclosed in the

Memorandum, to VMS's knowledge, VMS is not infringing upon the rights of others

with respect to the Intangibles and has not received any notice of conflict with

the asserted rights of others with respect to the Intangibles which could,

singly or in the aggregate, materially adversely affect VMS's business,

financial condition, results of operations or prospects, and VMS does not know

of any basis therefore. To VMS's knowledge, no other party has infringed upon

the Intangibles.

(xxix) Concurrently with or prior to the execution hereof, VMS

has provided the Placement Agent with the results of UCC lien searches in all

jurisdictions in which VMS has material assets.

(b) The Placement Agent represents and warrants to VMS as follows:

(i) The Placement Agent is, and at each Closing Time, will

be, a corporation duly organized, validly existing and in good standing under

the laws of its jurisdiction. The Placement Agent is, and at each Closing Time

will be, duly licensed and

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qualified in good standing as a broker-dealer authorized conduct private

placements under the rules and regulations of the SEC and the National

Association of Securities Dealers, Inc.

(ii) This Agreement has been duly authorized, executed and

delivered by the Placement Agent and is a valid and binding agreement on its

part. Neither the execution and delivery of this Agreement, nor the consummation

of any of the transactions contemplated herein, nor the compliance by the

Placement Agent with the terms and provisions hereof has conflicted with or will

conflict with or has resulted in or will result in a breach of, any of the terms

and provisions of, or has constituted or will constitute a default under, or has

resulted in or will result in the creation or imposition of any lien, charge or

encumbrance upon any property or assets of the Placement Agent pursuant to the

terms of any indenture, mortgage, deed of trust, note, loan or credit agreement

or any other agreement or instrument to which the Placement Agent is a party or

by which the Placement Agent may be bound or to which any of its properties or

assets is subject; nor will such action result in any violation of the

provisions of the certificate of incorporation or the bylaws of the Placement

Agent or any statute, order, rule or regulation applicable to the Placement

Agent or of any federal, state or other judicial, administrative or regulatory

authority or other government body having jurisdiction over the Placement Agent.

SECTION 3. PURCHASE, SALE AND DELIVERY OF THE SHARES; CLOSING; ESCROW

(a) On the basis of the representations and warranties contained in

this Agreement and subject to the terms and conditions herein set forth, VMS and

Pubco hereby appoint the Placement Agent as exclusive agent to offer and sell to

"accredited investors," as such term is defined in Rule 501 of Regulation D, as

promulgated under the Securities Act, the Units for a purchase price of $2,500

per Unit or such other price as the Placement Agent and VMS may agree in

writing. The Placement Agent hereby accepts such appointment and agrees to use

its commercially reasonable efforts as agent for VMS to sell the Units. Unless

expressly agreed to by VMS and the Placement Agent in writing, no sale of Units

will be consummated unless the gross proceeds from the sale of the Units by the

Placement Agreement shall be an amount of $2,500,000 or more. Neither VMS nor

Pubco shall utilize any party other than Placement Agent to sell the Units

without the express written consent of the Placement Agent.

(b) The Parties hereto shall enter into an escrow agreement at or

prior to the Closing with Corporate Stock Transfer, Inc., as escrow agent (the

"Escrow Agent") and Guaranty Bank & Trust, as escrow bank (the "Escrow Bank"),

or such other escrow agent as may be mutually agreed upon by the parties hereto.

The escrow agreement will provide for the direct disbursement of all fees and

funds held by the Escrow Agent.

SECTION 4. PLACEMENT AGENT COMPENSATION; EXPENSES

(a) PLACEMENT FEE

As compensation for the services to be rendered by the Placement Agent,

in connection with the sale of Units in the Offering, VMS, upon each closing of

the Offering, shall pay to the Placement Agent a placement fee equal to eight

percent (8%) of the gross proceeds derived from the sale of the Units subscribed

for (the "Placement Agent Fee"), in cash, whether the sale was directly the

result of Placement Agent's efforts or indirectly through the efforts of

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any other party legally permitted to effect the sale (including, but not limited

to, NASD Members as selling agents, which the Placement Agent may permit to

participate in the Offering). In addition, VMS shall, upon each closing of the

Offering, pay to the Placement Agent, in cash, a non-accountable expenses

allowance equal to two percent (2%) of the gross proceeds derived from the sale

of Units subscribed for (the "Non-Accountable Expense Allowance") whether the

sale