14 WallStreet, 20th FloorNew York, NY 10005 Tel: 212618 1645 Fax: 212 ###-###-#### www.johnthomasbd.com

“3.  Investment Banking Fee.      In consideration of the services set forth above, within 120 days of the date hereof, the Company shall, upon the completion of the Offering, as hereinafter defined,  issue to John Thomas Financial, a warrant to purchase an additional  One Million  (1,000,000) shares of the Company’s common stock at $1.3 0 per share.  These warrants may be exercised on a cashless basis. Subject to the applicable rules and regulations and interpretations of the Securities and Exchange Commission, including, without limitation, Rule 415 under the Securities Act of 1933, the shares of common stock issuable upon exercise of the aforementioned warrants will also be granted piggy-back registration rights until and unless such shares may be sold pursuant to Rule 144 under the Securities Act of 1933.   Upon the completion of a private placement of the securities of the Company commencing in August 2008, pursuant to which at least $8,000,000 in gross proceeds is raised for the Company though the direct efforts of John Thomas Financial, John Thomas Tomas Financial shall receive Four Hundred Thousand Dollars ($400,000) from the proceeds of the private placement.”

(i) Fee.  Upon the execution of this Agreement, John Thomas Financial and the Company will structure offerings of the Company’s securities, on such terms and conditions as are mutually agreed to and thereafter, John Thomas Financial shall use its best efforts to raise the Company gross proceeds of up to Ten  Million Dollars ($10,000,000 ).  It is presently contemplated that offering will be made in one (1) tranche (the “Financing” or “Offering”) as follows:      up to 80 Units of the Company’s securities, at $125,000 per Unit, each Unit consisting of 100,000 shares of the Company’s common stock and a warrant to purchase 100,000 shares of the Company’s common stock at $2.50 per share (“Investor Warrants”). In connection with the Financing, John Thomas Financial compensation shall be as follows:

(ii).           Fee Tail.  John Thomas Financial shall be entitled to the fee described above, including warrants, calculated in the manner provided herein with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided to the Company, or to any affiliate of the Company, by investors whom John Thomas Financial had introduced, directly or indirectly, to the Company during the Term of this Agreement (such investors shall be agreed upon by John Thomas Financial and the Company and listed on Exhibit A hereto, which Exhibit A may be revised from time to time upon the agreement of John Thomas Financial and the Company, which agreement may consist of an exchange of electronic mail) if such Subsequent Financing is consummated at any time within the 18-month period following the expiration or termination of this Agreement (the “Tail Period”).

(iii)           Securities Matters.  The Company shall be responsible for any and all compliance with the securities laws applicable to it, including Regulation D and the Securities Act of 1933, and Rule 506 promulgated thereunder, and unless otherwise agreed in writing, all state securities (“blue sky”) laws. John Thomas Financial agrees to cooperate with counsel to the Company in that regard.”