Agency Agreement between the Company and S & P Investors, Inc

Engagement of Agent: The Company hereby engages the Agent, and the Agent hereby accepts such engagement, to act as the Company’s agent with respect to placements of “Securities” by the Company in a private placement transaction (the “Offering”). The total amount will be up to $2,990,000. The Securities are the Units of the Company as described more fully in the “Subscription for Units” (the “Subscription Agreement”) prepared by the Company for use in the Offering. Nothing herein shall preclude the Company from engaging, at its sole discretion, at any time, any other party, to provide to the Company services similar to or substantially similar to the services described herein.

Offering Procedures: The Agent will introduce the Company to investors (the “Offerees”) who the Agent represents and warrants: (i) are “accredited investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933; or (ii) are “qualified institutional buyers” as such term is defined in Rule 144A of the Securities Act of 1933.

Agent’s Compensation: In consideration for the services rendered by the Agent for this Offering, the Company shall pay to the Agent, or cause the Agent to be issued: (a) cash compensation upon the Company’s Closing of the Offering equal to SEVEN percent (7%) of the Offering funds received from Offerees, and (b) warrants exercisable for a period of two years from the date of issuance (the “Agent Warrants”) to purchase (at an exercise price equal to the lowest exercise price of the warrants issued to the Offerees) a number of shares par value $0.001 per share of the Company’s common stock (the “Common Shares”) equal to THREE percent (3%) of the total number of the Units sold to Offerees pursuant to the Offering. All Agent Warrants shall be issued in the name of the Agent.

The Agent shall be entitled to no compensation with respect to any funds received from any party other than an Offeree as defined in Section 2 above.

Certain Matters Relating to Agent’s Duties:

Termination of Agreement. Either party may terminate this Agreement at any time by notifying the other party in writing. In any event, this Agreement will terminate upon the earlier of completion or termination of the Offering or July 15, 2007. Notwithstanding the foregoing, all provisions of this Agreement which by their terms survive termination of this Agreement, shall survive the termination of this Agreement. Further, the Agent shall be entitled to compensation under Section 3 based on any investments made by an Offeree in the Offering or any subsequent funding of any kind by Offerees at any time within one year of the termination of this Agreement.

Notices. Any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by fax, three days after being mailed by first class mail, or one day after being sent by a nationally recognized overnight delivery service, charges and postage prepaid, properly addressed to the party to receive such notice, at the following address or fax number for such party (or at such other address or fax number for such party (or at such other address or fax number as shall hereafter be specified by such party by like notice):

The Agent acknowledges and certifies that:

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares and Agent Warrants; and

there is no government or other issuance covering the Common Shares and Agent Warrants; and

there are risks associated with the purchase of the Common Shares and Agent Warrants; and

there are restrictions on the Agent’s ability to resell the Common Shares, the Agent Warrants and the Common Shares underlying them, and it is the responsibility of the Agent to find out what those restrictions are and to comply with them before selling the Common Shares, the Agent Warrants or Common Shares underlying them;

the Agent is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended;

the Company has advised the Agent that the Company is relying on an exemption from the requirements to provide the Agent with a prospectus and to sell Securities through a person or company registered to sell Securities under applicable securities laws and, as a consequence of acquiring Common Shares and Agent Warrants pursuant to this exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Agent; and

the Agent is duly registered as a broker/dealer in each state in which the Units are being offered in accordance with applicable state laws.

Company to Control Transactions. The prices, terms and conditions under which the Company shall offer or sell any Securities shall be determined by the Company in its sole discretion. The Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Securities. Nothing in this Agreement shall obligate the Company to offer or sell any Securities or other securities or consummate any transaction. The Company may terminate any negotiations or discussions at any time and reserves the right not to proceed with the Offering or sale of Securities. Compensation pursuant to this Agreement shall only be paid to the Agent in the event of an actual Closing of the Offering or any subsequent closings of an offering or offerings of securities within one (1) year of the date of termination hereof to an Offeree.

Confidentiality of Company Information. The Agent, and its officers, directors, employees and agents shall maintain in strict confidence and not copy, disclose or transfer to any other party (1) all confidential business and financial information regarding the Company and its affiliates, including without limitation, projections, business plans, marketing plans, product development plans, pricing, costs, customer, vendor and supplier lists and identification, channels of distribution, and terms of identification of proposed or actual contracts, (2) all confidential technology of the Company and (3) the terms and existence of this Agreement. In furtherance of the foregoing, the Agent agrees that it shall not transfer, transmit, distribute, download or communicate, in any electronic, digitized or other form or media, any of the confidential technology of the Company. The foregoing is not intended to preclude the Agent from utilizing, subject to the terms and conditions of this Agreement, the Subscription Agreement prepared by the Company for use in the Offering.

All communications regarding any possible transactions, requests for due diligence or other information, requests for facility tours, product demonstrations or management meetings, will be submitted or directed to the Company, and the Agent shall not contact any employees, customers, suppliers or contractors of the Company or its affiliates without express permission. Nothing in this Agreement shall constitute a grant of authority to the Agent or any representatives thereof to remove, examine or copy any particular document or types of information regarding the Company, and the Company shall retain control over the particular documents or items to be provided, examined or copied. If the Offering is not consummated, or if at any time the Company so requests, the Agent and its representatives will return to the Company all copies of information regarding the Company in their possession. The provisions of this Section shall survive any termination of this Agreement.

Due Diligence: Neither the Company, nor any of its directors, officers or shareholders should, in any way rely on the Agent to perform any due diligence with respect to the Company. It is expressly understood and agreed that to the extent due diligence is conducted it will be conducted by the Offerees.

Expenses, Etc. The compensation described in Section 3 of this Agreement shall be the Agent's sole compensation for all of its services and efforts to the Company and its affiliates, in connection with this Offering of Securities. However, while the Agent shall pay all of its own costs and expenses in carrying out its activities hereunder, the Company will reimburse the Agent for the first $10,000.00 of aforementioned expenses after they have been incurred by the Agent and simply accounted for to the Company. The Agent shall be exclusively responsible for any compensation, fees, commissions or other payments to its employees, agents, representatives, co-agents(should delegation be permitted) or other persons or entities utilized by it in connection with its activities on behalf of the Company, and the Agent will indemnify and hold harmless the Company and its affiliates from the claims of any such persons or entities.

Compliance with Laws. The Agent represents and warrants that it is a duly registered broker/dealer and in good standing with the SEC, NASD and the State of Texas and that it is not presently the subject of any investigations or proceedings undertaken by such authorities, and that it has and shall maintain such registrations as well as all other necessary licenses and permits to conduct its activities under this Agreement, which it shall conduct in compliance with applicable federal and state laws relating to a private placement. The Agent represents that it is not a party to any other agreement which would conflict with or interfere with the terms and conditions of this Agreement.

Assignment Prohibited. No assignment of this Agreement shall be made without the prior written consent of the other party.

Amendments. Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

Governing Law. This Agreement shall be deemed to have been made in the State of Texas and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of Texas without regard to the conflicts of laws rules of such jurisdiction.

Waiver. Neither the Agent's nor the Company's failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall constitute or be considered a waiver by the Agent or the Company of any of their respective rights or privileges under this Agreement.

Severability. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force

and effect.

Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart. Each of the parties hereto shall sign a sufficient number of counterparts so that each party will receive a fully executed original of this Agreement.

Entire Agreement. This Agreement and all other agreements and documents referred herein constitutes the entire agreement between the Company and the Agent. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein.