Rogers Consulting Group 8251 Blackburn Avenue| Suite 4 |Los Angeles | CA | 90048 Ph. 310 ###-###-#### | F ###-###-#### Http://www.managesource.com | ***@***

1.

Services.

 

a.

Capital Formation.

 

i.

To act as independent agent to the Company for the purpose of securing an estimated $500,000 - $3,000,000 of equity, debt or equivalent form of operating capital from private capital sources.

 

b.

Market Makers.

 

i.

To identify, negotiate, engage and oversee during the Term of any Agreement in effect with RCG Market-Makers to support the Company’s transition to the public markets.

 

c.

Transfer Agents.

 

i.

To identify, negotiate, engage and oversee during the Term of any Agreement in effect with RCG, a Transfer Agent to support the Company’s transition to the public markets.

 

d.

Financial PR.

 

i.

To identify, negotiate, engage and oversee during the Term of any Agreement in effect with RCG, a Financial PR firm to enhance visibility for the Company’s products, services and public equity status.

2.

Fees.  Fees represent additional compensation to any other current Agreement(s) with RCG, not in-lieu-of any other compensation due, except for Item C(ii)(iii), C(iii)(iii) or C(iv)(iii), which would supersede any other Agreement in force.  Capital may be formed in multiple tranches and varying times within the Term of this Amendment. Fees shall be due upon any tranche and based upon aggregate totals achieved during the Term of this Amendment.

 

a.

Additional Cash Compensation: $1,500 / mo. To begin November 15 and continue for the remainder of Term.

 

b.

Equity Compensation: 250,000 common upon execution of Amendment

 

c.

Performance-based compensation for successful Capital Formation.

 

i.

Successful acquisition of $0 - $149,000

 

i.

Cash success fee: 7.5% of capital acquired

 

ii.

Successful acquisition of $150,000 - $500,000

 

i.

Cash success fee: 5% of capital acquired

 

ii.

Equity Success Fee: 250,000 common equity shares

 

iii.

Extension of the current Agreement for CFO Services through March 31, 2010 at a rate TBD, but estimated at $10,000 cash/mo & 5,000 common equity shares / month

 

iii.

Successful acquisition of $500,000 - $1,500,000

 

i.

Cash success fee: 4% of capital acquired

 

ii.

Equity success fee: 500,000 common equity shares

 

iii.

Extension of the current Agreement for CFO Services through March 31, 2010 at a rate TBD, but estimated at $10,000 cash/mo & 5,000 common equity shares / month

 

iv.

Successful acquisition of $1,500,000 - $3,000,000 +

 

i.

Cash success fee: 3% of capital acquired

 

ii.

Equity success fee: 1,000,000 common equity shares

 

iii.

Extension of the current Agreement for CFO Services through March 31, 2010 at a rate TBD, but estimated at $10,000 cash/mo & 5,000 common equity shares / month

3.

Term & Exclusivity.

 

a.

Exclusivity: Non – Exclusive

 

b.

Term. The Term shall be guided by the overlying Agreement for CFO services, except in the following instance:

 

i.

The Term for performance of duties per Item 1(a): Capital Formation shall be 1-year.  Fees due for success of Item 1(a) from any sources identified and presented by RCG shall survive for a period of five (5) years from the date herein, at the rates above in Item 2.