Letter Agreement dated December 28, 2007 by and between MMR and The Rebensdorf Group, Inc

a)

review and analysis of the services(s) developed by the Company and assessment of opportunities related thereto;

b)

advise and assist in identifying potential investors, lenders, and other financing options available to the Company; assistance in preparation of an appropriate offering memorandum and /or executive summary for presentation to investors and lenders;

c)

advise and assist in negotiating the terms of Transactions and in evaluating the terms and conditions of Transactions, it being understood that this service shall not involve or constitute a formal opinion by TRGI as to the fairness, from a financial point of view or otherwise, of any actual or proposed Transaction;

d)

such other advisory services as may from time to time be mutually agreed upon by TRGI and the Company.

2.1

In the event a Transaction is consummated for which TRGI shall be entitled to a fee as provided for in subsection 2.3, the Company shall pay TRGI a Success Fee, on the date of execution of a

definitive agreement to finance the Company, an amount equal to Eight Per Cent (8%) of the gross value of the Transaction, payable as follows: Four Percent of the Success fee shall be payable in cash, and warrants equal to 4% of the amount of the Transaction. In the event the Company closes a transaction with a party not originated by TRGI, and TRGI assists with the closing of such Transaction in any material fashion, then the Company shall pay TRGI a cash Advisory Fee in the amount of Two Percent (2%). Additionally, the Company shall pay TRGI a retainer in the amount of $10,000 for a period of three (3) months, payable as follows: $5000 in cash on the first of each month commencing January 1, 2008, and $5000 for each month of the term deferred. Deferred retainer payments shall be paid pro rata upon the payments of other deferred management compensation and board consulting fees. The value of the retainers shall be offset from the initial Success Fee or Advisory Fee payable as the result of a completed Transaction.

2.2

TRGI shall be entitled to its fees as provide in this Section 2 in the event, within twelve months after expiration or termination of this Agreement pursuant to section 5, the Company and/or its security holders or their respective affiliates consummate a Transaction which was introduced to the Company be TRGI.

The Company agrees to notify TRGI in writing at least two weeks in advance of the closing of any Transaction.

7.1

This Agreement may be amended only by a written agreement executed by the parties hereto notwithstanding whether a purported amendment is supported by new or additional consideration. This Agreement shall be binding on the respective successors, assigns and heirs of the parties.

7.2

Nothing contained in this Agreement shall be deemed to create any fiduciary, joint venture or partnership between the parties.

7.3

This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements and understanding relating to the subject matter hereof. This Agreement may be executed in counterparts, which taken together shall constitute one and the same Agreement.

7.4

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles or conflicts of law thereof.