PROFIT PLANNERS MANAGEMENT, INC. 100 S. BEDFORD ROAD, SUITE 340 MT. KISCO, NY 10549 March 1, 2009 CONSULTING AGREEMENT

Wesley Ramjeet
March 1, 2009
Page 2

any other relationship between you and the Company (the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law.  You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in New York County, New York, in connection with any Dispute or any claim related to any Dispute.

5.

Definitions.  The following terms have the meaning set forth below wherever they are used in this letter agreement:

“Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure has caused or could reasonably be expected to cause material harm to the Company, (b) your material breach of any agreement between you and the Company, after receiving written notification of such failure from the Company’s Board of Directors and a reasonable opportunity to cure, (c) your conviction of, or your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof, (d) your continuing failure to perform assigned duties after receiving written notification of such failure from the Company’s Board of Directors or (e) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, office rs or employees, if the Company has requested your cooperation.

“Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or (ii) the dissolution, liquidation or winding up of the Company.  The foregoing notwithstanding, a merger or consolidation of the Company will not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to such merger or consolidation.

“Good Reason” means that you resign within 12 months after one of the following conditions has come into existence without your consent:

(a)

A change in your position with the Company that materially reduces your level of authority or responsibility, except for a change that is reasonably required in connection with a Change in Control;

(b)

A reduction in your base salary, other than in connection with a general reduction in the salaries of all employees as a result of the financial needs of the Company; or

(c)

Receipt of notice that your principal workplace will be relocated more than 30 miles.

“Involuntary Termination” means a Separation resulting from either (a) your involuntary discharge by the Company for reasons other than Cause or (b) your voluntary resignation for Good Reason; provided, however, that an Involuntary Termination shall not be