Consulting Agreement dated September 8, 2008 between La Jolla IPO Incorporated and the Company

DUTIES TO BE PERFORMED FOR CLIENT

CAPITAL FORMATION

Advice and Counsel. LIPO will provide advice and counsel regarding CLIENT’s strategic business and financial plans, strategy and negotiations with potential lenders/investors, joint venture, corporate partners and others involving financial and financially-related transactions.

Introductions to the Investment Community. LIPO has a familiarity or association with numerous broker/dealers and investment professionals across the country and will enable contact between CLIENT and/or CLIENT’s affiliate to facilitate business transactions among them. LIPO shall use its contacts in the brokerage community to assist CLIENT in establishing relationships with private equity capital sources (venture capital, etc.) and securities dealers while providing the most recent information about CLIENT to interested securities dealers on a regular and continuous basis. LIPO understands that this is in keeping with CLIENT's business objectives and plan to market CLIENT's business or project to the investment community.

CLIENT and/or CLIENT's Affiliate Transaction Due Diligence. LIPO will participate and assist CLIENT in the due diligence process on all proposed financial transactions affecting CLIENT of which LIPO is notified in writing in advance, including conducting investigation of and providing advice on the financial, valuation and stock price implications of the proposed transaction(s).

Additional Duties. CLIENT and LIPO shall mutually agree upon any additional duties that LIPO may provide for compensation paid or payable by CLIENT under this Agreement. Although there is no requirement to do so, such additional agreement(s) may be attached hereto and made a part hereof by written amendments to be listed as "Exhibits" beginning with "Exhibit A" and initialed by both parties.

Standard of Performance. LIPO shall devote such time and efforts to the affairs of the CLIENT as is reasonably necessary to render the services contemplated by this Agreement. LIPO is not responsible for the performance of any services which may be rendered hereunder if the CLIENT fails to provide the requested information in writing prior thereto. The services of LIPO shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant. LIPO cannot guarantee results on behalf of CLIENT, but shall use commercially reasonable efforts in providing the services listed above. If an interest is expressed in satisfying all or part of CLIENT's financial needs, LIPO shall notify CLIENT and advise it as to the source of such interest and any terms and conditions of such interest. LIPO's duty is to introduce and market CLIENT's funding request to appropriate funding sources. LIPO will in no way act as a "broker-dealer" under state securities laws. Because all final decisions pertaining to any particular investment are to be made by CLIENT, CLIENT may be required to communicate directly with potential funding sources.

Non-Guarantee. LIPO MAKES NO GUARANTEE THAT LIPO WILL BE ABLE TO SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARANTEE THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO LIPO BY CLIENT PURSUANT TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. CLIENT ACKNOWLEDGES AND AGREES IT IS NOT REQUIRED TO MAKE EXCLUSIVE USE OF LIPO FOR ANY SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. LIPO HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. LIPO HOLDS NO EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.

Agreed, CLIENT INITIALS:__ [initial]____

Direct Investment. For a direct investment or loan made to CLIENT by a third party investor/lender either introduced to CLIENT by LIPO or which contacted CLIENT directly as a result of LIPO’s efforts, CLIENT shall pay LIPO a introduction fee of 7 2/3 % of total investment or loan amount received by CLIENT from the third party investor/lender.

Term. TERM OF AGREEMENT IS SIX MONTHS. THIS AGREEMENT MAY BE CANCELLABLE AT ANY TIME BY EITHER PARTY IN WRITING. IF AGREEMENT IS TERMINATED, COMPENSATION RECEIVED SHALL BE RETAINED BY LIPO AND NO FURTHER FEES SHALL REMAIN DUE.

Non Circumvention. In and for valuable consideration, CLIENT hereby agrees that LIPO may introduce (whether by written, oral, data, or other form of communication) CLIENT to one or more opportunities, including, without limitation, existing or potential investors, lenders, borrowers, trusts, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (an ““Opportunity”” or ““Opportunities””). CLIENT further acknowledges and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of LIPO, and shall be treated as confidential information by CLIENT, it affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. CLIENT shall not use such information, except in the context of any arrangement with LIPO in which LIPO is directly and actively involved, and never without LIPO's prior written approval. CLIENT further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in relation to such Opportunity except as directly through LIPO, without the prior written approval of LIPO. LIPO is relying on CLIENT’s assent to these terms and their intent to be bound by the terms by evidence of their signature. Without CLIENT’s signed assent to these terms, LIPO would not introduce any Opportunity or disclose any confidential information to CLIENT as herein described.

Arbitration. The parties herein agree to arbitrate any dispute pursuant to the guidelines set forth by the American Arbitration Association. NOTE: IF ANY PARTY SHALL INSTITUTUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM, OVER ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.

All activities of LIPO under this Agreement will be done in compliance with all securities and other laws.The consultant and any parties contracted by the consultant shall not engage in Spamming or any other improper or manipulative practices.

No materials shall be distributed by LIPO that have not been approved in writing by the Client

The Consultant represents that it is an accredited investor as defined in Rule 501 of Regulation D.