FROM OF MAKE GOOD SECURITIES ESCROW SUPPLEMENT AGREEMENT

The Principal Shareholder agrees to and shall forthwith deliver or cause to be delivered 51,011 Escrow Shares (the “Settlement Shares”) to the Buyers in full and final settlement and restitution to the Buyers for failing to meet its 2010 Performance Threshold.  In particular, the Principal Shareholder shall cause the Company to deliver to Escrow Agent detailed written instructions, substantially in the form attached hereto and marked “Annex A” on the delivery of the Settlement Shares to each Buyer and undertakes to take all actions necessary to effectuate the said transfer of Escrow Shares to each Buyer.

Upon receipt of the Settlement Shares, each of the Buyers fully releases and discharges Principal Shareholder and the Company (the “Releasees”), the Releasees’ heirs, executors, administrators, parent company, holding company, subsidiaries, successors, predecessors, officers, directors, principals, control persons, current and former registered representatives, past and present employees, attorneys, insurers, and assigns from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, against the Releasees, that Buyers or their heirs, executors, administrators, successors and assigns ever had, now has or hereafter can, shall or may, have for, upon, or by reason of or in relation to the 2010 Performance Threshold, whether or not known or unknown, from the beginning of the world to the day of the date of this Make Good Supplement Agreement.

Buyers warrant and represent that no other person or entity has any interest in the matters released herein, and that they have not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the matters released herein.

Each party shall be responsible for their own attorneys’ fees and costs.

All parties acknowledge and represent that: (a) they have read this Make Good Supplement Agreement; (b) they clearly understand the Make Good Supplement Agreement and each of its terms; (c) they fully and unconditionally consent to the terms of this Make Good Supplement Agreement; (d) they have had the benefit and advice of counsel of their own selection; (e) they have executed this Make Good Supplement Agreement, freely, with knowledge, and without influence or duress; (f) they have not relied upon any other representations, either written or oral, express or implied, made to them by any person; and (g) the consideration received by them has been actual and adequate.

This Make Good Supplement Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral.  Each of the parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Make Good Supplement Agreement and acknowledges and warrants that it is not executing this Make Good Supplement Agreement in reliance on any promise, representation or warranty not contained herein.

This Make Good Supplement Agreement may not be modified or amended in any manner except by an instrument in writing specifically stating that it is a supplement, modification or amendment to the Make Good Supplement Agreement and signed by each of the parties hereto.

Should any provision of this Make Good Supplement Agreement be declared or be determined by any court or tribunal to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be severed and deemed not to be part of this Agreement.

The parties hereto expressly agree that this Make Good Supplement Agreement shall be governed by, interpreted under and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Any action to enforce, arising out of, or relating in any way to, any provisions of this Make Good Supplement Agreement shall only be brought in a state or Federal court sitting in New York City, Borough of Manhattan.

To: 

Sichenzia Ross Friedman Ference LLP