Engagement and Advisory Fee Agreement dated November 9, 2009, between the Registrant and JEC Corp

Preparation and Processing Orders The Firm hereby agrees to exercise its best efforts to effectuate a merger or acquisition of the Projects for the Company. The Firm shall provide the services of James E. Cohen and Joe Corazzi to perform its services as described herein.  The Company shall cooperate fully with the Firm in the preparation and processing of all documentation reasonably required of it to facilitate advancing the Projects.  Without limiting the generality of the foregoing, the Firm shall promptly submit to the Company working drafts of any and all documents, information and exhibits of any and all potential agreements concerning the Projects.  The Firm shall make its representatives available for meetings and consultations with the Company as reasonably required by the Company.

Payment of Costs, Fees and Expenses - The Company shall pay all reasonable costs, fees and expenses incurred in connection with the preparation, submission and processing of the Projects, including but not necessarily limited to, travel, legal fees, the cost of preparation of all exhibits, all reasonable fees and expenses of other retained professionals and advisors. The Firm shall provide the Company with advance notice of any such anticipated costs or expenses that may exceed ten thousand dollars ($10,000) that the Firm anticipates expending in pursuing any one of the mergers or acquisitions listed in Exhibit A.  For each Project that signs a letter of intent acceptable to the Company, there shall be a non-refundable fee paid to the Firm of $20,000.00. Project that the Company subsequently closes on, the Company will pay the Firm a fee of $150,000.00 at Closing. Subject to legal review, upon signing this agreement James Cohen Sr. or his assigns shall be paid 500,000 shares of S-8 stock as retainer fee and shall be issued 300,000 shares of S-8 stock at each Closing of each Project or at JEC’s option be granted an option to purchase for nominal consideration, 500,000 shares of S-8 stock.