Advisory Agreement between Soft Wave Media, Inc. and Vista Development, LLC (January 19, 2006)

 Exhibit 10.13 ADVISORY AGREEMENT January 19, 2006 Mr. Josh Wexler President Soft Wave Media, Inc. One Bridge Street, Suite 56 Irvington, NY 10533 Dear Mr. Wexler: This will confirm the engagement of Vista Development, LLC ("VISTA"), by Soft Wave Media, Inc. (the "COMPANY"), on the terms and subject to the conditions of this Agreement, to act as financial advisor to the Company. As discussed, we propose to undertake certain services on your behalf, to the extent requested by you, which shall consist of assisting the Company in raising additional capital, which may include, but is not limited to assisting the Company in: (i) executing an Initial Public Offering ("IPO") or identifying a public shell company suitable for a reverse merger; (ii) structuring and completing the IPO or the reverse merger with a public shell company and a simultaneous equity raise; (iii) identifying and recruiting board members, a chief financial officer and an appropriate public accounting firm; (iv) developing an appropriate organizational structure and internal controls; (v) selecting an investment bank and an investment advisor/placement agent for the raising of additional capital; (vi) consummating the IPO or reverse merger; and (vii) completing a second round of financing for the Company. In consideration for the services to be rendered to the Company by Vista, the Company shall pay Vista a monthly cash fee of $15,000 (commencing the first full calendar month following the date of this Agreement) during the term of this Agreement; such fee shall be payable monthly in arrears (within 10 days following the end of each month). The Company shall also, upon request by Vista from time to time, reimburse Vista promptly for all reasonable, authorized and documented out-of-pocket expenses incurred by Vista in connection with its engagement hereunder; PROVIDED, HOWEVER, that Vista shall not, without the prior written approval of the Company, (i) incur any individual expense greater than $500, or (ii) incur aggregate expenses of greater than $2,000 during the course of any given month. It is understood that all or a portion of the $15,000 monthly fee may be utilized by Vista to engage other professionals in the fulfillment of the services stated herein with the written approval of the Company. The fees payable to Vista in accordance with this paragraph shall be payable whether or not an IPO, reverse merger, or second round of financing is completed, provided that Vista is operating in good faith and using its commercial best efforts in connection with its duties hereunder.  Vista has executed and delivered a Confidentiality Agreement of even date herewith and, unless the Company shall otherwise agree, Vista shall cause a copy thereof to be executed and delivered to the Company for any third parties, agents, independent contractors, officers or employees of Vista having access to confidential information of the Company. The Company and Vista agree to indemnify and hold each other harmless from and against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable counsel fees) (collectively the "INDEMNIFIED LIABILITIES"), caused by or arising out of or in connection with the other's activities in connection with the IPO, reverse merger, second round of financing, or other actions or services contemplated herein or provided pursuant hereto, except such Indemnified Liabilities as are found in a final judgment of a court to have resulted from the other's gross negligence or willful misconduct. The indemnified party shall promptly notify the other of the threat or assertion against the other of any claim or the commencement of any action or proceeding for which indemnification rights hereunder exist. The indemnitor shall, upon written notice, be entitled to assume the defense thereof at its expense with counsel chosen by such indemnitor and reasonably satisfactory to the other; PROVIDED, HOWEVER, that the indemnified party may retain separate counsel to participate in such defense at its sole cost and expense. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. This Agreement shall be amended only in writing signed by the parties. The term of this Agreement shall commence on the date set forth on the first page hereof and shall continue until January 19, 2007, unless sooner terminated as provided herein. This Agreement may be terminated by the Company at any time with the written consent of Vista. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. It is understood that Vista is being engaged hereunder solely to provide the services described above to the Company and that this Agreement does not constitute a joint venture or partnership or create any agency or employment relationship except as expressly provided herein. Vista shall have no right, power or authority to assume or create any agreement, commitment or obligation or to make any representation or warranty on behalf of the Company with respect to any matter whatsoever.  A facsimile transmission of signatures to this Agreement in one or more counterparts shall be legal and binding on the parties hereto. If you agree with the foregoing, please execute the enclosed copy of this Agreement in the space provided below and return it to us. Very truly yours, VISTA DEVELOPMENT, LLC By: /s/ Scott Kaniewski ----------------------- Its: Manager Accepted and agreed to: SOFT WAVE MEDIA, INC. By: /s/ Josh Wexler ----------------------------- Its: CEO ---------------------------- Date: 1/19/06 ---------------------------