300,000
      Shares of Common Stock

    


    SUN
      OPPORTUNITY I, INC..

    


    UNDERWRITING
      AGREEMENT

    


    [  ],
      2007

    


    


    Pond
      Equities

    4522
      Fort
      Hamilton Parkway

    Brooklyn,
      NY 11219

    


    Gentlemen:

    


    Sun
      Opportunity I, Inc., a Nevada corporation (the “Company”), proposes to sell to
      the public up to 300,000 shares of the Company’s common stock (“Common Stock”)
      par value $0.001 (the “Shares”). The Company hereby employs Pond Equities (the
“Underwriter”) as the exclusive agent of the Company in connection with the
      proposed sale, on a “best efforts, no minimum” basis as to the Shares. The
      shares will be offered in Units. Each Unit will consist of one (1) share of
      Common Stock, five (5) “A” Warrants and 5 “B” Warrants (collectively the
“Warrants”). Up to 300,000 Units shall be offered at $1.00 per Unit. The Company
      and the Underwriter hereby represent and warrant and agree with the following
      terms, provisions and conditions.

    


    1.    Securities
      Offered/Terms.

    


    The
      Company proposes to issue and sell up to 300,000 Units at $1.00 per Unit. Each
      Unit shall consist of one (1) share of Common Stock at $0.001 par value, along
      with 5 “A” Warrants having an exercise price of $1.00 per share, and 5 “B”
Warrants, having an exercise price of $2.00 per share. There shall be no minimum
      offering. The maximum offering amount shall be 300,000 Units or $300,000 of
      gross offering proceeds. The Shares shall be offered to the public for a period
      not to exceed one hundred eighty (180) days from the effective date (“Effective
      Date”) of the Registration Statement (as hereinafter defined in paragraph
      2.1(a)) covering this offering. There shall be one closing for this offering
      which shall occur upon the earlier of (i) the receipt of proceeds for the
      maximum number of Units offered hereby, or (ii) in the event the maximum number
      of Shares is not sold, then at 5:00pm on [  ],
      2008.
      In accordance with Section 3.3 of this Agreement, and pursuant to SEC Rule
      419,
      all funds received from subscribers shall be held in escrow with EscrowBank
      of
      New York, pursuant to a certain agreement (the “Escrow Agreement”) dated
      [ ],
      2007
      between the Company and EscrowBank of New York, NY (“Escrow
      Agent”).

    


    2.    Representations
      and Warranties.


    
      
         

      

      
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    2.1. Representations
      and Warranties of the Company. The Company (which includes all subsidiaries
      of
      the Company) represents and warrants to, and agrees with, the Underwriter
      that:

    


    (a)    A
      registration statement (SEC File No.333-xxxx) on Form SB-2 and one or more
      post-effective amendments relating to the public offering of the Units,
      including a preliminary form of prospectus, amended and/or supplemented
      Prospectus, copies of which have heretofore been delivered to Underwriter,
      has
      been carefully prepared by the Company in conformity with the requirements
      of
      the Securities Act of 1933, as amended (the “Act”), and the rules and
      regulations (the “Rules and Regulations”) of the Securities and Exchange
      Commission (the “Commission”) thereunder (including but not limited to
      Regulation S-B and the General Instructions to Form SB-2 and Rule 419), and
      has
      been filed with the Commission under the Act. The Company has prepared in the
      same manner and proposes to file, prior to the effective date of such
      registration statement, additional amendments to such registration statement,
      including a final form of Prospectus, copies of which shall be delivered to
      Underwriter. “Preliminary Prospectus” shall mean each prospectus filed pursuant
      to Rule 430 of the Rules and Regulations. The Registration Statement (including
      all financial schedules and exhibits) as amended at the time it becomes
      effective and the final prospectus included therein are respectively referred
      to
      as the “Registration Statement” and the “Prospectus”, except that (i) if the
      prospectus first filed pursuant to Rule 424(b), and (ii) if such registration
      statement or prospectus is amended or such prospectus is supplemented after
      the
      effective date of such registration statement and prior to the Closing Date
      (as
      hereinafter defined), the terms “Registration Statement” and “Prospectus” shall
      include the Registration Statement and Prospectus so amended, and the term
      “prospectus” shall include the Prospectus as so supplemented, or both, as the
      case may be.

    


    (b)    When
      the
      Registration Statement and/or a post-effective amendment thereto becomes
      effective and at all times subsequent thereto up to the Closing Date (i) the
      Registration Statement and Prospectus will in all respects conform to the
      requirements of the Act and the Rules and Regulations; and (ii) neither the
      Registration Statement nor the Prospectus will include any untrue statement
      of a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make statements therein not misleading; provided, however,
      that
      the Company makes no representations, warranties or agreements as to information
      contained in or omitted from the Registration Statement or Prospectus in
      reliance upon, and in conformity with, written information furnished to the
      Company by or on behalf of the Underwriter specifically for use in the
      preparation thereof. It is understood that the statements set forth in the
      Prospectus under the heading “Plan of Distribution” and the identity of counsel
      to the Underwriter under the heading “Legal Opinions” constitute the only
      information furnished in writing by or on behalf of the Underwriter for
      inclusion in the Registration Statement and Prospectus, as the case may
      be.

    


    (c)    The
      Commission has not issued an order preventing or suspending the use of any
      Preliminary Prospectus with respect to the Shares and each Preliminary
      Prospectus has complied fully in all material respects with the
      requirements


    
      
         

      

      
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    of
      the
      Act and the Rules and Regulations and, as of its date, did not include any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements therein not misleading.

    


    (d)    The
      Company is, and on the Closing Date will be, a corporation duly organized,
      validly existing and in good standing under the laws of the State of Nevada.
      The
      Company has, and on the Closing Date will have, the power and authority to
      conduct all of the activities conducted by it, to own or lease all of the assets
      owned or leased by it and to conduct its business as described in the
      Registration Statement and the Prospectus. The Company at the Closing Date
      will
      be duly licensed or qualified to do business and in good standing as a foreign
      corporation in all jurisdictions in which the nature of the activities conducted
      by it or the character of the assets owned or leased by it makes such license
      or
      qualification necessary, except where failure to be so licensed or to qualify
      will not materially affect the Company’s business, properties or financial
      condition. A complete and correct copy of the charter, including all amendments
      thereto, and of the by-laws of the Company has been delivered to Underwriter,
      and no changes therein will be made subsequent to the date hereof and prior
      to
      the Closing Date.

    


    (e)    Except
      as
      otherwise provided for in the Registration Statement, subsequent to the date
      hereof and prior to the Closing Date, the Company will not acquire or agree
      to
      acquire any of its equity securities and will not issue or agree to issue any
      of
      its or their equity securities other than pursuant to currently outstanding
      options, warrants and convertible securities. Except as set forth or referred
      to
      in the Prospectus, the Company shall not have outstanding, and on the Closing
      Date will not have outstanding, any options to purchase, or any rights or
      warrants to subscribe for, or any securities or obligations convertible into,
      or
      any contracts or commitments to issue or sell, shares of the Company’s Common
      Stock or any such warrants, convertible securities or obligations.

    


    (f)    Other
      than the selling shareholders listed in the Registration Statement, no holders
      of Common Stock or of any securities of the Company exercisable or convertible
      into the Company’s Common Stock have the right to include such Common Stock or
      securities in the Registration Statement.

    


    (g)    The
      financial statements of the Company included in the Registration Statement
      and
      the prospectus, as amended and supplemented, together with related notes,
      present fairly the financial position of the Company as of the respective dates
      thereof for the respective periods covered thereby, all in conformity with
      generally accepted accounting principles applied on a consistent basis
      throughout the periods presented. [   ],
      Certified Public Accountants, who have reported on such financial statements,
      are independent accountants with respect to the Company as required by the
      Act
      and the Rules and Regulations. No other financial statements or notes thereto
      are required to be included in the Registration Statement and Prospectus. To
      the
      best of the Company’s knowledge, [  ]
      is duly
      registered and in good standing with the PCAOB.


    
      
         

      

      
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    (h)    Subsequent
      to the respective dates as of which information is set forth in the Registration
      Statement and the Prospectus and prior to the Closing Date, except as set forth
      in or contemplated by the Registration Statement and the Prospectus, (A) the
      Company has not incurred and will not have incurred any material liabilities
      or
      obligations, direct or contingent, and has not entered into and will not have
      entered into any material transactions other than as contemplated in the
      Registration Statement and the prospectus, (B) the Company has not and will
      not
      have paid or declared any dividends or have made any other distribution on
      its
      capital stock and (C) there has not been and will not have been any material
      adverse change in the business, financial condition or results of operations
      of
      the Company, or in the book value of the assets of the Company, arising from
      any
      reason whatsoever.

    


    (i)    Except
      as
      set forth in or contemplated by the Registration Statement and the Prospectus,
      the Company does not have, and on the Closing Date will not have, any material
      contingent liabilities.

    


    (j)    The
      Company has no subsidiary corporations except as disclosed in the Registration
      Statement or Prospectus nor has it any equity interest in any partnership,
      joint
      venture, association or other entity except as disclosed in the Registration
      Statement or prospectus.

    


    (k)    Except
      as
      set forth in the Registration Statement and the Prospectus, there are no
      actions, suits or proceedings pending or to the knowledge of the Company
      threatened, against or affecting the Company or its business, financial
      condition, results of operations or material properties, or any of its principal
      officers before or by any federal, state or local court, commission, regulatory
      body, administrative agency or other governmental body, domestic or foreign,
      wherein an unfavorable ruling, decision or finding would materially and
      adversely affect the Company or its business, financial condition, results
      of
      operations or material properties.

    


    (l)    The
      Company is not in violation of its charter or by-laws. Neither the execution
      and
      delivery of this Agreement, nor the issue and sale of the Shares hereunder,
      nor
      the consummation of any of the transactions contemplated herein, nor the
      compliance by the Company with the terms and provisions hereof has conflicted
      with or will conflict with, or has resulted in or will result in a breach of,
      any of the terms and provisions of, or has constituted or will constitute a
      default under, or has resulted in or will result in the creation or imposition
      of any lien, charge or encumbrance upon any property or assets of the Company
      pursuant to the terms of any indenture, mortgage, deed of trust, note, loan
      or
      credit agreement or any other agreement or instrument to which the Company
      is a
      party or by which the Company may be bound or to which any of the property
      or
      assets of the Company is subject, nor will such action result in any violation
      of the provisions of the charter or the by-laws of the Company or any statute
      or
      any order, rule or regulation applicable to the Company of any court or of
      any
      federal, state or other regulatory authority or other government body having
      jurisdiction over the Company.


    
      
         

      

      
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    (m)    When
      paid
      for in accordance with this Agreement, the Units the shares issuable upon
      exercise of the Warrants will be validly issued, fully paid and non-assessable.
      The description in the Registration Statement and the Prospectus of the Shares
      is, and on the date hereof and on the Closing Date will be, in all material
      respects complete and accurate. The issuance and sale of the Shares have been
      duly and validly authorized. 

    


    (n)    All
      issued and outstanding shares of Common Stock of the Company have been duly
      authorized and validly issued and the Common Stock is fully paid and
      non-assessable; the holders thereof are not subject to personal liability by
      reason of being such holders; and none of such securities were issued in
      violation of the preemptive rights of any holders of any security of the
      Company, or were offered, sold or issued in violation of the Act or any state
      law.

    


    (o)    The
      Company and each of its subsidiaries have good and marketable title to all
      properties and assets described in the Registration Statement and Prospectus
      as
      owned by them, free and clear of all liens, charges, encumbrances or
      restrictions, except such liens, charges, encumbrances or restrictions as are
      described in the Registration Statement and Prospectus. The Company has valid,
      subsisting and enforceable leases for the material properties described in
      the
      Registration Statement and prospectus as leased by it, with such exceptions
      as
      are not material and do not materially interfere with the use made and proposed
      to be made of such properties by the Company.

    


    (p)    There
      is
      no document or contract of a character required to be described in the
      Registration Statement or the Prospectus or to be filed as an exhibit to the
      Registration Statement which is not described or filed as required. No
      statement, representation, warranty or covenant made by the Company in this
      Agreement or made in any certificate or document required by this Agreement
      to
      be delivered to Underwriter was, when made, inaccurate, untrue or
      incorrect.

    


    (q)    All
      taxes
      which are due from the Company have been paid in full (or adequate accruals
      for
      the payment thereof have been provided for in their accounting records), and
      the
      Company has no tax deficiency or claim outstanding, proposed or assessed against
      it.

    


    (r)    Subsequent
      to the respective dates as of which information is given in the Registration
      Statement and Prospectus, and except as may otherwise be indicated or
      contemplated herein or therein, the Company has not (A) issued any securities
      or
      incurred any liability or obligation, direct or contingent, for borrowed money,
      or entered into any transaction other than in the ordinary course of business
      and which is not required to be disclosed in the Registration Statement, or
      (B)
      declared or paid any dividend or made any other distribution on or in respect
      to
      its capital stock.

    


    (s)    On
      the
      effective date of the Registration Statement, the Company shall have an
      authorization of capital stock as set forth therein.


    
      
         

      

      
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    (t)    The
      Company has all material licenses, permits and other governmental authorizations
      as are required for the conduct of its business or the ownership of its property
      as described in the Registration Statement and Prospectus and is in all respects
      complying therewith and owns or possesses adequate rights to use all patents,
      patent applications, trademarks, service marks, trade names, trademark
      registrations, service mark registrations, copyrights and licenses necessary
      for
      the conduct of such business and has not received any notice of conflict with
      the asserted rights of others in respect thereof. None of the activities or
      business of the Company are in violation of, or cause the Company to violate,
      any law, rule, regulation or order of the United States, any state, county
      or
      locality, or any agency or body of the United States or any state, county or
      locality, the violation of which would have a material adverse impact upon
      the
      condition (financial or otherwise), business, property, prospective results
      of
      operations, or net worth of the Company.

    


    (u)    The
      Company has not, directly or indirectly, at any time (i) made any contributions
      to any candidate for political office, or failed to disclose fully any such
      contribution in violation of law or (ii) made any payment to any state, federal
      or foreign governmental officer or official, or other person charged with
      similar public or quasi-public duties, other than payments or contributions
      required or allowed by applicable law. The Company’s internal accounting
      controls and procedures are sufficient to cause the Company to comply in all
      material respects with the Foreign Corrupt Practices Act of 1977, as
      amended.

    


    (v)    On
      the
      Closing Date all transfer or other taxes (including franchise, capital stock
      or
      other tax, other than income taxes, imposed by any jurisdiction), if any, which
      are required to be paid in connection with the sale and transfer of the Shares
      to the Underwriter hereunder will have been fully paid or provided for by the
      Company and all laws imposing such taxes will have been fully complied
      with.

    


    (w)    The
      Company has not taken and will not take, directly or indirectly, any action
      designed to cause or result in, or which has constituted or which might
      reasonably be expected to constitute, the stabilization or manipulation of
      the
      price of the Shares.

    


    (x)    The
      Company has not entered into any agreement pursuant to which any person is
      entitled, either directly or indirectly, to compensation from the Company for
      services as a finder in connection with the public offering referred to herein,
      other than as set forth in the Registration Statement and
      Prospectus.

    


    (y)    All
      shares of the Company’s Common Stock sold by the Company within a period of
      three years from the date hereof as set forth in [    ]
      of the
      Registration Statement have been sold by the Company pursuant to a valid
      exemption from the registration provisions of the Act and not in violation
      of
      [  ]
      thereof.


    
      
         

      

      
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    (z)    Other
      than as set forth in the Prospectus, no person is entitled either directly
      or
      indirectly to compensation from the Company, from the Underwriter, or from
      any
      other person for services as a finder in connection with the proposed offering,
      and the Company agrees to indemnify and hold harmless the Underwriter against
      any losses, claims, damages or liabilities, joint or several which shall, for
      all purposes of this Agreement, include, but not be limited to, all costs of
      defense.

    


    (aa)    Neither
      the Company nor, to the Company’s knowledge, any director / officer or any other
      person acting on behalf of the Company has violated: (i) the Bank Secrecy Act,
      as amended, (ii) the Money Laundering Control Act of 1986, as amended, or (iii)
      the Uniting and Strengthening of America by Providing Appropriate Tools Required
      to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and / or
      the
      rules and regulations promulgated under any such law, or any successor
      law.

    


    (bb)    No
      director / officer of the Company is subject to any noncompetition agreement
      or
      non-solicitation agreement with any employer or prior employer which could
      materially affect his ability to be a director / officer of the
      Company.

    


    (cc)    No
      more
      than 45% of the “value” (as defined in Section 2(a)(41) of the Investment
      Company Act of 1940) (“Investment Company Act”) of the Company’s total assets
      consist of, and no more than 45% of the Company’s net income after taxes is
      derived from ,securities other than “Government Securities” (as defined in
      Section 2(a)(16) of the Investment Company Act.

    


    (dd)    The
      Company is in material compliance with the provisions of the Sarbanes-Oxley
      Act
      of 2002, as amended, and the rules and regulations promulgated thereunder and
      related or similar rules and regulations promulgated by any other governmental
      or self regulatory entity or agency that are applicable to it as of the date
      hereof.

     

    2.2.    Representations
      and Warranties of the Underwriter. The Underwriter represents and warrants
      to,
      and agrees with the Company that:

    


    (a)    The
      Underwriter is registered as a broker/ dealer under the laws of the United
      States and under the laws of each jurisdiction in which it is required to be
      registered as a broker-dealer, or has entered into a selected broker-dealer’s
      agreement with a party which is appropriately registered to sell the Shares
      in
      states for which the Underwriter is not registered as a broker/dealer, in order
      to and in which it intends to offer or sell any of the Shares, and each
      individual through whom it will act in any offer or sale of the Shares is
      properly registered or licensed by all requited regulatory
      authorities.

    


    (b)    The
      Underwriter is a member in good standing of the National Association of
      Securities Dealers, Inc. (“NASD”).


    
      
         

      

      
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    (c)    The
      Underwriter is not the subject of any order revoking or suspending any
      registration of membership referred to in subsection 2.2(a) or 2.2(b) above
      or
      which, with the passage of time, will cause such suspension or
      revocation.

    


    (d)    The
      Underwriter will promptly notify the Company in writing should any of its
      representations set forth above become inaccurate during the term of this
      Agreement.

    


    (e)    The
      Underwriter shall comply with all applicable federal and state laws governing
      the offer and sale of the Shares.

    


    3.    Employment
      of the Underwriter.

    


    On
      the
      basis of the representations and warranties herein contained, but subject to
      the
      terms and conditions herein set forth:

    


    3.1.    The
      Company hereby employs the Underwriter as its exclusive agent to sell for its
      account 300,000 Shares of its securities, in Units as defined in Section 1
      hereof, on a “best efforts, no minimum” basis.

    


    3.2.    The
      Units
      shall be offered to the general public at the public offering price of $1.00
      per
      Unit.

    


    3.3.    All
      funds
      received from subscribers shall be held in escrow with the (the “Escrow Agent”).
      All subscriber checks shall be made payable to the bank escrow agent only and
      all checks shall be transmitted to the escrow agent by noon of the next business
      day following their receipt by the Underwriter or participating broker dealers
      directly to the bank escrow agent. The Underwriter shall further, with respect
      to the handling and transmission of subscriber funds, at all times comply with
      Rule 15c2-4 of the Securities and Exchange Act of 1934 and NASD Notice to
      Members 84-7.

    


    3.4.    The
      Company agrees to issue, or cause to be issued, the Shares and and Warrants
      in
      such names and denominations as may be specified by the Underwriter and to
      deliver the Shares on the Closing Date against payment to the Company of $1.00
      per Unit, less the Underwriter commission provided for in Paragraph 3.5 hereof
      and the non-accountable expense allowance provided for in Paragraph 8.2
      hereof.

    


    3.5.    The
      Underwriter shall be entitled to receive as compensation a commission of $0.10
      per Unit with respect to all Units sold, which compensation the Underwriter
      shall receive at the closing of the offering contemplated herein. 

    


    3.6.    The
      Underwriter may, in its discretion, form a “Selling Group” and offer to other
      broker-dealers who are members of the NASD at the public offering price less
      a
      commission of $___ per Share with no re-allowance to other
      dealers.


    
      
         

      

      
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    3.7.    The
      Underwriter and the Company, by mutual agreement may, at any time prior to
      Closing Date, direct that the Escrow Agent return funds to any or all
      subscribers.

    


    4.    Covenants
      of the Company.

    


    The
      Company covenants and agrees with the Underwriter that:

    


    (a)    The
      Company will use its best efforts to cause the Registration Statement to become
      effective and upon notification from the Commission that the Registration
      Statement has become effective, will so advise Underwriter and will not at
      any
      time, whether before or after the effective date, file any amendment to the
      Registration Statement or supplement to the Prospectus of which Underwriter
      shall not previously have been advised and furnished with a copy or to which
      Underwriter or Underwriter’s counsel have objected in writing or which is not in
      compliance with the Act and the Rules and Regulations promulgated thereunder.
      At
      any time prior to the later of (A) the Underwriter’s disposition of all Shares
      contemplated hereunder and (B) one hundred eighty (180) days after the date
      on
      which the Registration Statement shall have become or been declared effective
      (or such longer period of time as a current Registration Statement must remain
      in effect with respect to the Share Warrants), the Company will prepare and
      file
      with the Commission, promptly upon Underwriter’s request, any amendments or
      supplements to the Registration Statement or prospectus which, in Underwriter’s
      opinion, may be reasonably necessary or advisable in connection with the
      distribution of the Shares, Warrants and shares of Common Stock underlying
      the
      Warrants.

    


    As
      soon
      as the Company is advised thereof, the Company will advise Underwriter, and
      confirm the advice in writing, of the receipt of any comments of the Commission,
      of the effectiveness of any post-effective amendment to the Registration
      Statement, of the filing of any supplement to the prospectus or any amended
      Prospectus, of any request made by the Commission for amendment of the
      Registration Statement or for supplementing of the Prospectus or for additional
      information with respect thereto, of the issuance by the Commission or any
      state
      or regulatory body of any stop other or other order suspending the effectiveness
      of the Registration Statement or any order preventing or suspending the use
      of
      any preliminary prospectus, or of the suspension of the qualification of the
      Shares for offering in any jurisdiction, or of the institution of any
      proceedings for any of such purposes, and will use its best efforts to prevent
      the issuance of any such order, and, if issued, to obtain as soon as possible
      the lifting thereof.

    


    The
      Company has caused to be delivered to Underwriter copies of each Preliminary
      Prospectus, and the Company has consented and hereby consents to the use of
      such
      copies for the purposes permitted by the Act. The Company authorizes the
      Underwriter and dealers to use the Prospectus in connection with the sale of
      the
      Shares for such period as in the opinion of counsel to the Underwriter the
      use
      thereof is required to comply with the applicable provisions of the Act and
      the
      Rules and Regulations. In case of the happening, at any time within the period
      that a prospectus is required under this Act to be delivered in connection
      with
      sales by an Underwriter, of any event of


    
      
         

      

      
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    which
      the
      Company has knowledge and which materially affects the Company or the securities
      of the Company, or which in the opinion of counsel for the Company or counsel
      for the Underwriter should be set forth in an amendment of the Registration
      Statement or a supplement the Prospectus in order to make the statements therein
      not then misleading, in light of the circumstances existing at the time the
      Prospectus is required to be delivered to a purchaser of the Shares or in case
      it shall be necessary to amend or supplement the Prospectus to comply with
      law
      or with the Rules and Regulations, the Company will notify Underwriter promptly
      and forthwith prepare and furnish to Underwriter copies of such amended
      Prospectus or of such supplement to be attached to the Prospectus, in such
      quantities as Underwriter may reasonably request, in order that the Prospectus,
      as so amended or supplemented, will not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements in the Prospectus, in the light of the circumstances under which
      they
      are made, not misleading. The preparation and furnishing of any such amendment
      or supplement to the Registration Statement or amended Prospectus or supplement
      to be attached to the prospectus shall be without expense to the Underwriters,
      except that in case any Underwriter is required, in connection with the sale
      of
      the Shares, to deliver a prospectus nine (9) months or more after the effective
      date of the Registration Statement, the Company will upon request of and at
      the
      expense of the Company, amend or supplement the Registration Statement and
      prospectus and furnish the Underwriter with reasonable quantities of
      prospectuses complying with Section 10(a)(3) of the Act.

    


    The
      Company will comply with the applicable provisions of the Act, the Rules and
      Regulations and the Securities Exchange Act of 1934, and the rules and
      regulations thereunder in connection with the offering and issuance of the
      Shares. The Company will further comply with all undertakings contained in
      the
      Registration Statement.

    


    (b)    The
      Company will use its best efforts to qualify the Shares for sale under the
      securities or “blue sky” laws of such jurisdictions as the Underwriter may
      designate and will make such applications and furnish such information as may
      be
      required for that purpose and to comply with such laws, provided the Company
      shall not be required to qualify as a foreign corporation or a dealer in
      securities or to execute a general consent to service of process in any
      jurisdiction in any action other than one arising out of the offering or sale
      of
      the Shares. The Company will, from time to time, prepare and file such
      statements and reports as are or may be required to continue such qualification
      in effect for so long a period as the Underwriter may reasonably
      request.

    


    (c)    For
      so
      long as the Company is a reporting company under either Section 12(g) or 15(d)
      of the Securities Exchange Act of 1934, the Company, at its expense, will
      furnish to its stockholders and warrant holders an annual report (including
      financial statements audited by independent public accountants), in reasonable
      detail, and at its expense, will furnish to Underwriter during the period ending
      five (5) years from the date hereof, (i) as soon as practicable after the end
      of
      each fiscal year, a balance sheet of the Company and any of its subsidiaries
      as
      at the end of such fiscal year, together with statements of income, surplus
      and
      source and application of funds of the Company and


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    any
      subsidiaries for such fiscal year, all in reasonable detail and accompanied
      by a
      copy of the certificate or report thereon of independent accountants; (ii)
      as
      soon as they are available, a copy of all reports (financial or other) mailed
      to
      security holders; (iii) as soon as they are available, a copy of all
      non-confidential reports and financial statements furnished to or filed with
      the
      Commission; and (iv) such other non-confidential information as Underwriter
      may
      from time to time reasonably request.

    


    In
      the
      event the Company has an active subsidiary or subsidiaries, such financial
      statements will be on a consolidated basis to the extent the accounts of the
      Company and its subsidiary or subsidiaries are consolidated in reports furnished
      to its stockholders generally.

    


    (d)    The
      Company will deliver to Underwriter at or before the effective date two signed
      copies of the Registration Statement including all financial statements and
      exhibits filed there with, and of all amendments thereto, and will deliver
      to
      the several Underwriters, if any, such number of copies of the Registration
      Statement, including such financial statements and exhibits, and of all
      amendments thereto and as many copies of any Preliminary prospectus filed with
      the Commission prior to the effective date of the Registration Statement as
      the
      Underwriters may reasonably request. The Company will deliver to the
      Underwriters on the effective date of the Registration Statement and thereafter
      for so long as a prospectus is required to be delivered under the Act, from
      time
      to time, as many copies of the prospectus, in final form, or as thereafter
      amended or supplemented, as the Underwriters may from time to time reasonably
      request.

    


    (e)    The
      Company will make generally available to its
      security holders and deliver to Underwriter as soon as it is practicable to
      do
      so but in no event later than ninety (90) days after the end of twelve (12)
      months after its current fiscal quarter, an earnings statement (which need
      not
      be audited) covering a period of at least twelve (12) consecutive months
      beginning after the effective date of the Registration Statement, which shall
      satisfy the requirements of Section 11(a) of the Act.

    


    (f)    The
      Company will apply the net proceeds from the sale of the Shares for the purposes
      set forth under “Use of Proceeds” in the Prospectus, and will file such reports
      with the Commission with respect to the sale of the Shares and the application
      of the proceeds there from as may be required pursuant to Rule 419 or Rule
      463
      under the Act.

    


    (g)    [Reserved]

    


    (h)    The
      Company will, promptly upon request, prepare and file with the Commission any
      amendments or supplements to the Registration Statement, Preliminary Prospectus
      or Prospectus and take any other action, which in the reasonable opinion of
      legal counsel to the Underwriter, may be reasonably necessary or advisable
      in
      connection with the distribution of the Shares, and will use its best efforts
      to
      cause the same to become effective as promptly as possible.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (i)    The
      Company will reserve and keep available the maximum number of its authorized
      but
      unissued shares of Common Stock which are issuable upon exercise of the
      Warrants.

    


    (j)    [Reserved]

    


    (k)    Within
      2
      business days following the Closing Date, if the Company so qualifies the
      Company will apply for listing in Standard and Poors Corporation Reports and
      Moodys OTC Guide and shall use its best efforts to have the Company included
      in
      such publications for at least five (5) years from the date of this
      Agreement.

    


    (l)    [Reserved]

    


    (m)    [Reserved]

    


    (n)    Prior
      to
      the Closing Date, the Company will not issue, directly or indirectly, without
      Underwriter’s prior consent, any press release or other communication or hold
      any press conference with respect to the Company or its activities or the
      offering of the Shares.

    


    (o)    [Reserved]

    


    5.    Conditions
      of Underwriter Obligation.

    


    The
      obligations of the Underwriter hereunder are subject to the accuracy (as of
      the
      date hereof, and as of the Closing Date) of and compliance with the
      representations and warranties of the Company herein, to the performance by
      the
      Company of its obligations hereunder, and to the following
      conditions:

    


    (a) (i)    The
      Registration Statement shall have become effective not later than 5:00 P.M.,
      New
      York Time, on the date of this Agreement, or at such later time or on such
      later
      date as Underwriter may agree to in writing; (ii) at or prior to the Closing
      Date, no stop order suspending the effectiveness of the Registration Statement
      shall have been issued by the Commission and no proceeding for that purpose
      shall have been initiated or shall be threatened, or to the knowledge of the
      Company, contemplated by the Commission; (iii) no stop order suspending the
      effectiveness of the qualification or registration of the Shares under the
      securities or “blue sky” laws of any jurisdiction (whether or not a jurisdiction
      which Underwriter shall have specified) shall be threatened or to the knowledge
      of the Company contemplated by the authorities of any such jurisdiction or
      shall
      have been issued and in effect; (iv) any request for additional information
      on
      the part of the Commission or any such authorities shall have been complied
      with
      to the satisfaction of the Commission and any such authorities, and to the
      reasonable satisfaction of Ellenoff, Grossman & Schole, LLP, counsel to the
      Underwriter; and (v) after the date hereof no amendment or supplement to the
      Registration Statement


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    or
      the
      prospectus shall have been filed unless a copy thereof was first submitted
      to
      the Underwriter and the Underwriter did not object thereto.

    


    (b)    Since
      the
      respective dates as of which information is given in the Registration Statement
      and the Prospectus, (i) there shall not have been any change in the capital
      stock of the Company or any material change in the long term debt of the
      Company, except as set forth in or contemplated by the Registration Statement
      and Prospectus, (ii) there shall not have been any material adverse change
      in
      the general affairs, management, financial position or results of operations
      of
      the Company, whether or not arising from transactions in the ordinary course
      of
      business, in each case other than as set forth in or contemplated by the
      Registration Statement or Prospectus and (iii) the Company shall not have
      sustained any material interference with its business or properties from fire,
      explosion, flood or other casualty, whether or not covered by insurance, or
      from
      any labor dispute or any court or legislative or other governmental action,
      order or decree, which is not set forth in the Registration Statement and
      Prospectus, if in the reasonable judgment of the Underwriter any such
      development referred to in clauses (i), (ii) or (iii) makes it impracticable
      or
      inadvisable to consummate the sale and delivery of the Shares by the Underwriter
      at the public offering price.

    


    (c)    Since
      the
      respective dates as of which information is given in the Registration Statement
      and the Prospectus, there shall have been no litigation instituted against
      the
      Company or any of its officers or directors, and since such dates there shall
      be
      no proceeding instituted or threatened against the Company or any of its
      officers or directors, before or by any federal, state or local court,
      commission, regulatory body, administrative agency or other govern mental body,
      domestic or foreign, in which litigation or proceeding an unfavorable ruling,
      decision or finding would materially and adversely affect the business, material
      properties, financial condition or results of operations of the
      Company.

    


    (d)    Each
      of
      the representations and warranties of the Company contained herein shall be
      true
      and correct as of this date and at the Closing Date as if made at the Closing
      Date, and all covenants and agreements herein contained to be performed on
      the
      part of the Company and all conditions herein contained to be fulfilled or
      complied with by the Company at or prior to the Closing Date shall have been
      duly performed, fulfilled or complied with.

    


    (e)    At
      the
      Closing Date, Underwriter shall have received the favorable opinion of [NAME],
      counsel to the Company, dated as of the Closing Date, addressed to the
      Underwriter, in form and substance satisfactory to the Underwriter, to the
      effect that:

    


    (i)    The
      Company (A) has been duly organized and is validly existing under the laws
      of
      the State of Nevada, (B) is duly qualified and in good standing as a foreign
      corporation in each jurisdiction, including New York, in which the character
      of
      the assets owned or leased by it requires such qualification, except where
      failure to


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    so
      qualify will not materially adversely affect the Company’s business, properties
      or financial condition, and (C) has all requisite corporate power and authority
      to own or lease its properties and conduct its business as described in the
      Prospectus.

    


    (ii)    To
      the
      knowledge of such counsel after reasonable inquiry therefor, the Company has
      no
      subsidiaries and does not own any shares of stock or other equity securities
      issued by any corporation and does not have any equity interest in any firm,
      partnership, joint venture, association or other entity, except as disclosed
      or
      incorporated by reference in the Registration Statement.

    


    (iii)    No
      authorization, approval, or consent or license of any governmental or regulatory
      body, agency or instrumentality (other than registration under the Act or
      qualification under state securities or “blue sky” laws) is required in
      connection with (i) the authorization, issuance, transfer, sale or delivery
      of
      the Shares; (ii) the execution, delivery and performance of this Agreement
      by
      the Company; or (iii) the taking of such action contemplated herein; or, if
      any
      such authorization, approval, consent or licenses is required, such has been
      obtained and is in full force and effect.

    


    (iv)    The
      Company’s authorized capitalization is as set forth in the Registration
      Statement and the prospectus. The outstanding shares of the Common Stock
      (including the Shares) have been duly authorized and validly issued, are fully
      paid and non-assessable, and have not been issued in violation of any preemptive
      rights. The certificates representing the Shares are in due and proper
      form.

    


    (v)    The
      description of the Common Stock contained in the Registration Statement and
      the
      Prospectus conforms to the rights set forth in the charter and the by-laws
      of
      the Company.

    


    (vi)    The
      Common Stock to be issued upon the exercise of the Warrants has been duly
      reserved and, when issued and paid for, will be validly issued, fully paid
      and
      non-assessable with no personal liability attaching to the ownership thereof.
      The Warrants have been duly authorized and constitute valid and binding
      obligations of the Company to issue and sell, upon exercise thereof and payment
      therefor, the number of shares of Common Stock called for thereby.

    


    (vii)    The
      Company has full corporate power and authority to enter into this Agreement
      and
      Escrow Agreement, and both this Agreement and the Escrow Agreement have been
      duly authorized, executed and delivered by or on behalf of the Company and
      constitute the legal, valid and binding obligations of the
      Company.


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


    (viii)    The
      Registration Statement and the Prospectus comply as to form, and appear on
      their
      face to be approximately responsive in all material respects, with the
      requirements of the Act and the Rules and Regulations (except that no opinion
      need be expressed as to financial statements, schedules and other financial
      data
      contained in the Registration Statement or the Prospectus).

    


    (ix)    Such
      counsel has participated in the preparation of the Registration Statement and
      the prospectus and nothing has come to the attention of such counsel to lead
      it
      to believe that, both as of the Effective Date and as of the Closing Time,
      either the Registration Statement or the prospectus, or any amendment or
      supplement thereto, contained or contains any untrue statement of a material
      fact or omitted or omits to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading (except that no
      opinion need be expressed as to financial statements, schedules and other
      financial data contained in the Registration Statement or the
      Prospectus).

    


    (x)    Such
      counsel is familiar with all contracts or other documents referred to in the
      Registration Statement and the Prospectus and such contracts or other documents
      are fairly summarized or disclosed therein, or filed (or incorporated by
      reference) as exhibits thereto as required, and such counsel does not know
      of
      any contracts or other documents required to be summarized or disclosed or
      filed
      which have not been summarized or disclosed or filed.

    


    (xi)    The
      Registration Statement is effective under the Act. To such counsel’s knowledge,
      no stop order suspending the effectiveness of the Registration Statement has
      been issued and no proceedings for that purpose have been instituted or are
      pending or threatended under the Act or applicable state securities laws. Any
      required filing o the Prospectus, and any supplements thereto, pursuant to
      Rule
      424 (b) has been made in the manner and within the time period required by
      Rule
      424(b).

    


    (xii)    The
      execution and delivery of this Agreement and the consummation by the Company
      of
      the transactions herein contemplated and the compliance with the terms of this
      Agreement do not and will not conflict with or result in a breach of any of
      the
      terms or provisions of, or constitute a default under, the charter or by-laws
      of
      the Company, or any indenture, mortgage or other agreement or instrument known
      to such counsel to which the Company is a party or by which it or any of its
      properties is bound, or any existing law, rule, regulation, judgment, order
      or
      decree of any government, governmental body or


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    court,
      domestic or foreign, having jurisdiction over the Company or any of its
      respective properties.

    


    (xiii)    Such
      counsel knows of no suits or claims, not covered by insurance, threatened or
      pending against the Company in any court or before or by any governmental body
      which would materially affect the business of the Company or its financial
      condition except as set forth in or contemplated by the Prospectus.

    


    (xiv)    To
      the
      knowledge of such counsel after reasonable inquiry therefor, the statements
      in
      the Registration Statement under the captions “Prospectus Summary”, “Risk
      Factors” and “Description of Business” have been reviewed by such counsel and
      insofar as they refer to descriptions of agreements, statements of law,
      descriptions of statutes, rules or regulations or legal conclusions, are correct
      in all material respects.

    


    (xv)    To
      the
      knowledge of such counsel after reasonable inquiry therefor, the Company has
      all
      governmental licenses and authorizations material to its business.

    


    (xvi)    The
      Units, Common Stock and Warrants are duly authorized for quotation on the Over
      The Counter Bulletin Board (“OTCBB”). 

    


    (xvii)    The
      Company is not, and after giving effect to the offering and sale of the
      Securities and the application of the proceeds thereof as described in the
      Prospectus, will not be an “investment company” as defined in the Investment
      Company Act.

    


    Such
      opinion shall be to such further effect with respect to other legal matters
      relating to this Agreement and the sale of the Shares hereunder as the
      Underwriter reasonably may request. In rendering such opinions, such counsel
      may
      rely upon certificates of officers of the Company and of public officials.
      In
      rendering such opinion, such counsel may rely as to all matters of law other
      than the laws of the United States or of the State of Nevada upon opinions
      of
      counsel satisfactory to Underwriter, in which case the opinions shall state
      that
      such counsel has no reason to believe that Underwriter and they are not entitled
      so to rely.

    


    (f)    All
      corporate proceedings and other legal matters relating to this Agreement, the
      Registration Statement, the Prospectus and other related matters shall be
      satisfactory to or approved by counsel to the Underwriter, and Underwriter
      shall
      have received from such counsel a signed opinion, dated as of the Closing Date,
      with respect to the validity of the issuance of the Stock and Warrants, the
      form
      of the Registration Statement and prospectus (other than the financial
      statements and other financial data contained therein), the execution of this
      Agreement and other related


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    matters
      as Underwriter may reasonably require. The Company shall have furnished to
      counsel for the Underwriter such documents as they may reasonably request for
      the purpose of enabling them to render such opinion.

    


    (g)    On
      the
      Closing Date, (i) the representations and warranties of the Company contained
      in
      this Agreement shall be true and correct with the same effect as if made on
      and
      as of the Closing Date and the Company shall have performed all of its
      obligations hereunder and satisfied all the conditions on its part to be
      satisfied at or prior to such Closing Date, (ii) the Registration Statement
      and
      the Prospectus and any amendments or supplements thereto shall contain all
      statements which are required to be stated therein in accordance with the Act
      and the Rules and Regulations, and in all material respects conform to the
      requirements thereof, and neither the Registration Statement nor the Prospectus
      nor any amendment or supplement thereto shall contain any untrue statement
      of a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, (iii) there shall
      have been, since the respective dates as of which information is given, no
      material adverse change in the business, properties or condition (financial
      or
      otherwise), results of operations, capital stock, long-term or short-term debt
      or general affairs of the Company from that set forth in the Registration
      Statement and the Prospectus, except changes which the Registration Statement
      and the Prospectus indicate might occur after the effective date of the
      Registration Statement, and the Company shall not have incurred any material
      liabilities or agreement not in the ordinary course of business other than
      as
      referred to in the Registration Statement and prospectus; and (iv) except as
      set
      forth in the prospectus, no action, suit or proceeding at law or in equity
      shall
      be pending or threatened against the Company which would be required to be
      set
      forth in the Registration Statement, and no proceedings shall be pending or
      threatened against the Company before or by any commission, board or
      administrative agency in the United States or elsewhere, wherein an unfavorable
      decision, ruling or finding would materially and adversely affect the business,
      property, condition (financial or otherwise), results of operations or general
      affairs of the Company, and (v) Underwriter shall have received concurrently
      with the execution and delivery of this Agreement and at the Closing Date,
      a
      certificate signed by each of the Chairman of the Board or the President and
      the
      principal financial or accounting officer of the Company, in form and substance
      satisfactory to Underwriter, dated as of the date of this Agreement and the
      Closing Date, evidencing compliance with the provisions of this subsection
      (h).
      Without limiting the foregoing, such Certificate shall be to the effect
      that:

    


    (i)    Each
      signer of such certificate has carefully examined the Registration Statement
      and
      the Prospectus and (A) as of the date of such certificate, the statements in
      the
      Registration Statement and the prospectus are true and correct and neither
      the
      Registration Statement nor the Prospectus omits to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein not untrue or misleading and (B) in the case of the certificate
      delivered at the Closing Date, since the Effective Date no event has occurred
      as
      a result of which it


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    is
      necessary to amend or supplement the prospectus in order to make the statements
      therein not untrue or misleading.

    


    (ii)    No
      stop
      order suspending the effectiveness of the Registration Statement shall have
      been
      issued by the Commission and no proceeding for that purpose shall have been
      initiated or shall be threatened or contemplated by the staff of the Commission,
      and no stop order suspending the effectiveness of the qualification or
      registration of the Shares under the securities or “blue sky” laws of any
      jurisdiction (whether or not a jurisdiction Underwriter shall have specified)
      shall be threatened or contemplated by the authorities of any such jurisdiction
      or shall have been issued and shall remain in effect.

    


    (iii)    The
      conditions contained in subsections (a), (b) and (c) of this Section 5 (which
      shall be set forth in full in such certificate) have been complied
      with.

    


    (iv)    Each
      of
      the representations and warranties of the Company contained in this Agreement
      were when originally made and are at the time such certificate is dated, true
      and correct.

    


    (v)    Each
      of
      the covenants required herein to be performed by the Company on or prior to
      the
      date of such certificate has been duly, timely and fully performed and each
      condition herein required to be complied with by the Company on or prior to
      the
      date of such certificate has been duly, timely and fully complied
      with.

    


    The
      Company shall have furnished to Underwriter such certificates, in addition
      to
      those specifically mentioned herein, as Underwriter reasonably may have
      requested as to the accuracy and completeness at the Closing Date of any
      statement in the Registration Statement or the Prospectus, as to the accuracy
      at
      the Closing Date of the representations and warranties of the Company, as to
      the
      performance by the Company of its obligations hereunder, or as to the
      fulfillment of the conditions concurrent and precedent to Underwriter’s
      obligations hereunder.

    


    6.    Indemnity
      Provisions.

    


    6.1. (a)    The
      Company agrees to indemnify, defend, and hold the Underwriter and each person,
      if any, who controls the Underwriter within the meaning of Section 15 of the
      Act, and each person executing a Selected Dealers Agreement with each
      Underwriter, free and harmless from and against any and all losses, claims,
      damages, liabilities, and expenses, joint or several (including reasonable
      legal
      or other expenses incurred by the Underwriter and controlling person in
      connection with defending any such claims or liabilities, whether or not
      resulting in any liability to the Underwriter or to any controlling person),
      which the Underwriter or such controlling person may incur under the Act or
      at
      common law or otherwise, but only to the extent


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    that
      such
      losses, claims, damages, liabilities, and expenses shall arise out of or be
      based upon any untrue statement or alleged untrue statement of a material fact
      contained in the Registration Statement or in the prospectus or in any amendment
      or amendments to the Registration Statement or prospectus (if such Registration
      Statement or Prospectus, as from time to time amended and supplemented, are
      used
      by the Underwriter when seeking indemnity, in accordance with the provisions
      of
      the Act and the Rules and Regulations, including those relating to delivery
      of
      other papers (hereinafter collectively called “blue sky application”) executed
      by the Underwriter for filing in any state or states in order to qualify under
      the securities laws thereof the securities covered by this Agreement), or shall
      arise out of or be based upon any omission or alleged omission to state therein
      a material fact required to be stated in the Registration Statement or
      Prospectus or in any amendment or amendments (if such Registration Statement
      and
      Prospectus, as from time to time amended and supplemented, are used by the
      Underwriter when seeking indemnity, in accordance with the provisions of the
      Act
      and the Rules and Regulations, including those relating to delivery of final
      prospectuses), or in any blue sky application or necessary to make statements
      in
      any thereof not misleading; provided, however, that this indemnity agreement
      shall not apply to any such losses, claims, demands, liabilities, or expenses
      arising out of, or based upon any untrue statement or alleged untrue statement
      of a material fact contained in the Registration Statement or the Prospectus
      or
      in any amendments thereto or in any blue sky application arising out of, or
      based upon, the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, which statement or omission was made in reliance upon information
      furnished to the Company by the Underwriter in writing expressly for use in
      the
      Registration Statement or Prospectus or in any amendment or amendments thereto
      or was made by the Underwriter in a blue sky application not in reliance upon
      information furnished by the Company.

    


    (b)    The
      Underwriter agrees to give the Company an opportunity to participate in the
      defense or preparation of the defense of any action brought against the
      Underwriter or controlling person of the Underwriter to enforce any such claim
      or liability, and the Company shall have the right to so participate. The
      Company shall, subject to the provisions hereinafter stated, have the right
      to
      assume the defense of such action (including the employment of counsel and
      payment of expenses) insofar as such action shall relate to any alleged
      liability in respect of which indemnity may be sought against the Company.
      In
      the event of any such assumption by the Company, the Underwriter or any
      controlling person shall have the right to employ separate counsel in any such
      action and to participate in the defense thereof, but the fees and expenses
      of
      such counsel shall not be at the expense of the Company unless (i) the Company
      does not assume such defense or (ii) the employment of such counsel has been
      specifically authorized by the Company. The Company shall not be liable to
      indemnify any person for any settlement of any such action effected without
      the
      Company’s consent. The agreement of the Company under the foregoing indemnity is
      expressly conditioned upon notice of any such action having been sent by the
      Underwriter or controlling person, as the case may be, to the Company, by letter
      or telegram (addressed as in this Agreement hereinafter provided) promptly
      after
      the commencement of any such


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    action
      against the Underwriter or controlling person, such notice either being
      accompanied by copies of papers served or filed in connection with such action
      or by a statement of the nature of the action to the extent known to the
      Underwriter or controlling person. Failure to so notify within a reasonable
      time
      of any such action shall relieve the Company of its respective liabilities
      under
      the foregoing indemnity, but failure to notify the Company as herein provided
      shall not relieve it from any liability which it may have to the Underwriter
      or
      controlling person other than on account of the indemnity agreement contained
      in
      this Article.

    


    6.2. (a)    The
      Underwriter agrees to indemnify, defend and hold the Company, each of its
      directors and each of its officers who has signed the Registration Statement
      and
      each person, if any, who controls the Company within the meaning of Section
      15
      of the Act free and harmless against any and all losses, claims, demands,
      liabilities and expenses (including reasonable legal or other expenses incurred
      by the indemnified person in connection with defending any such claims or
      liabilities whether or not resulting in any liability to the indemnified person)
      to which any indemnified person may become subject, arising out of or based
      upon
      any untrue statement of a material fact contained in the Registration Statement
      or prospectus or in any amendment or amendments thereto or in any blue sky
      application, or amendments thereto, resulting from the use of written
      information furnished to the Company by the Underwriter for use in the
      preparation of the Registration Statement or the Prospectus, or in any amendment
      or amendments thereto or any blue sky application.

    


    (b)    The
      indemnified person agrees to give the Underwriter an opportunity to participate
      in the defense or preparation of the defense of any action brought against
      such
      indemnified person to enforce any such claim or liability, and the Underwriter
      shall have the right to so participate. The Underwriter shall, subject to the
      provisions hereinafter stated, have the right to assume the defense of such
      action (including the employment of counsel and the payment of expenses) insofar
      as such action shall relate to any alleged liability in respect of which
      indemnity may be sought against it. The Company and each such director, officer
      or controlling person shall have the right to employ separate counsel in any
      such action and to participate in the defense thereof but the fees and expenses
      of such counsel shall not be at the expense of the Underwriter unless (i) the
      Underwriter does not assume such defense or (ii) the employment of such counsel
      has been specifically authorized in a writing signed by the Underwriter. The
      Underwriter shall not be liable to indemnify any person for any settlement
      of
      any such action effected without the Underwriter consent. The agreement of
      the
      Underwriter under the foregoing indemnity is expressly conditioned upon notice
      of any such action having been sent by the indemnified person to the Underwriter
      in writing (addressed as in this Agreement hereinafter provided) and via a
      nationally recognized and reputable courier service, within five (5) days after
      the commencement of such action against the indemnified person, such notice
      either being accompanied by copies of papers served or filed in connection
      with
      such action or by a statement of the nature of the action to the extent known
      to
      the indemnified person. Failure to so notify within the above five (5) day
      period shall relieve the Underwriter of its liabilities under the foregoing
      indemnity, but failure to notify the Underwriter shall not relieve the
      Underwriter from


    
      
         

      

      
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    any
      liability which the Underwriter may have to the indemnified person other than
      on
      account of the indemnity agreement contained in this Article.

    


    6.3.    The
      provisions of this Article shall not in any way prejudice any rights which
      the
      Underwriter or person who controls the Underwriter within the meaning of Section
      15 of the Act may have against the Company or any person who controls the
      Company within the meaning of Section 15 of the Act or the Company or such
      controlling person may have against the Underwriter or person controlling the
      Underwriter under any statute other than the Act, at common law or
      otherwise.

    


    6.4.    The
      indemnity agreements contained in this Article shall survive the Closing Date
      and shall also inure to the benefit of successors of the Company, successors
      of
      the Underwriter and successors of any person who controls either the Company
      or
      the Underwriter within the meaning of Section 15 of the Securities Act, and
      shall be valid irrespective of any investigation made by or on behalf of the
      Underwriter or the Company.

     

    
      	 	
              7.

            	
              Contribution.

            


    

     

    7.1.    In
      order
      to provide for just and equitable contribution in any case in which (i) any
      person entitled to indemnification under this Section 7 makes claim for
      indemnification pursuant hereto but it is judicially determined (by the entry
      of
      a final judgment or decree by a court of competent jurisdiction and the
      expiration of time to appeal or the denial of the last right of appeal) that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 7 provides for indemnification in such case, or (ii)
      contribution under the Act, the Exchange Act or otherwise may be required on
      the
      part of any such person in circumstances for which indemnification is provided
      under this Section 7, then, and in each such case, the Company and the
      Underwriter shall contribute to the aggregate losses, liabilities, claims,
      damages and expenses of the nature contemplated by said indemnity agreement
      incurred by the Company and the Underwriter, as incurred: (i) in such proportion
      as is appropriate to reflect the relative benefits received by the Company
      on
      the one hand and the Underwriter on the other hand from the offering of the
      Units pursuant to this Agreement or (ii) if the allocation provided by clause
      (i) is not permitted by applicable law, in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to in clause (i) above but
      also
      the relative fault of the Company on the one hand and of the Underwriter on
      the
      other hand in connection with the statements or omissions which resulted in
      such
      losses, liabilities, claims, damages or expenses, as well as any other relevant
      equitable considerations.

     

    7.2.    The
      relative benefits received by the Company on the one hand and the Underwriter
      on
      the other hand in connection with the offering of the Units pursuant to this
      Agreement shall be deemed to be in the same respective proportions as the total
      net proceeds from the offering of the Units pursuant to this Agreement (before
      deducting expenses) received by the Company and the total underwriting discount
      received by the Underwriter, in each case as set forth on the cover of the
      Prospectus, bear


    
      
         

      

      
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    to
      the
      aggregate initial public offering price of the Securities as set forth on the
      cover of the Prospectus.

     

    7.3.    The
      relative fault of the Company on the one hand and the Underwriter on the other
      hand shall be determined by reference to, among other things, whether any such
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission to state a material fact relates to information supplied by the Company
      or by the Underwriters and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

     

    7.4.    The
      Company and the Underwriter agree that it would not be just and equitable if
      contribution pursuant to Section 7.3 herein were determined by pro rata
      allocation (even if the Underwriter were treated as one entity for such purpose)
      or by any other method of allocation which does not take account of the
      equitable considerations referred to above in Section 7.3 herein. The aggregate
      amount of losses, liabilities, claims, damages and expenses incurred by an
      indemnified party and referred to above in Section 7.3 herein shall be deemed
      to
      include any legal or other expenses reasonably incurred by such indemnified
      party in investigating, preparing or defending against any litigation, or any
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, or any claim whatsoever based upon any such untrue or alleged untrue
      statement or omission or alleged omission.

     

    7.5.    Notwithstanding
      the provisions of Section 7.3 herein, Underwriter shall not be required to
      contribute any amount in excess of the amount by which the total price at which
      the Units underwritten by it and distributed to the public were offered to
      the
      public exceeds the amount of any damages which Underwriter has otherwise been
      required to pay by reason of any such untrue or alleged untrue statement or
      omission or alleged omission. The Underwriter’s respective obligations to
      contribute pursuant to Section 7.3 herein are several in proportion to the
      number of Units set forth opposite their respective names in Schedule
      A
      hereto
      and not joint.

     

    7.6.    No
      person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Act) shall be entitled to contribution from any person who was not guilty
      of
      such fraudulent misrepresentation.

     

    7.7.    For
      purposes of Section 7.3 herein, each person, if any, who controls Underwriter
      within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
      and each Underwriter’s affiliates, dealers and selling agents shall have the
      same rights to contribution as Underwriter, and each director of the Company,
      each officer of the Company who signed the Registration Statement, and each
      person, if any, who controls the Company within the meaning of Section 15 of
      the
      Act or Section 20 of the Exchange Act shall have the same rights to contribution
      as the Company.  

    


    8.    Payment
      of Expenses.

    


    8.1.    The
      Company will pay all costs and expenses incident to the performance of this
      Agreement by the Company including, but not limited to, the
      fees


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    and
      expenses of counsel to the Company and of the Company’s accountants; the costs
      and expenses incident to the preparation, printing, filing and distribution
      under the Act of the Registration Statement (including the financial statements
      therein and all amendments and exhibits thereto), furnishing to the Underwriter
      of copies of the Registration Statement, each Preliminary Prospectus and the
      Prospectus, as amended or supplemented (including costs of shipping and mailing
      of Preliminary and Final Prospectuses, and the cost of advertising the issue),
      the fee of the National Association of Securities Dealers, Inc. (“NASD”) in
      connection with the filing required by the NASD relating to the offering of
      the
      Shares contemplated hereby and the reasonable fees and expenses of counsel
      for
      the Underwriter in connection with NASD review; all expenses, including
      reasonable fees and disbursements of counsel to the Underwriter, in connection
      with the qualification of the Shares under the state securities or blue sky
      laws
      which the Underwriter shall designate; the cost of printing and furnishing
      to
      the Underwriter copies of the Registration Statement, each Preliminary
      Prospectus, the prospectus, this Agreement, Selling Agreement and the Blue
      Sky
      Memorandum, and the cost of printing the certificates representing the Stock
      and
      Warrants comprising the Shares, the cost of mailing of preliminary and Final
      Prospectuses, the cost of hosting one due diligence meeting, and the cost of
      advertising the issue. The Company shall pay any and all taxes (including any
      transfer, franchise, capital stock or other tax imposed by any jurisdiction)
      on
      sales to the Underwriter hereunder. The Company will also pay all costs and
      expenses incident to the furnishing of any amended Prospectus or of any
      supplement to be attached to the Prospectus as called for in this
      Agreement.

    


    8.2.    In
      addition to the foregoing expenses, if all 300,000 Units are sold, the Company
      will pay the Underwriter an expense allowance for which it need not account
      for
      $[  ]
      per
      Unit for each Unit sold, to a maximum of $______. In the event the transactions
      contemplated hereby are not consummated for any reason, the Company shall not
      be
      liable for the accountable expenses of the Underwriter.

    


    8.3.    No
      person
      is entitled either directly or in directly to compensation from the Company,
      from the Underwriter or from any other person for services as a finder in
      connection with the proposed offering, and the Company agrees to indemnify
      and
      hold harmless the Underwriter against any losses, claims, damages or
      liabilities, joint or several, which shall for all purposes of this Agreement,
      include, but not be limited to, all costs of defense and investigation and
      all
      attorneys’ fees, to which the Company, the Underwriter or such other person may
      become subject insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon the claim of any
      person (other than in an employee of the party claiming indemnity) or entity
      that he or it is entitled to a finder’s fee in connection with the proposed
      offering by reason of such person’s or entity’s influence, prior contact or
      agreement with the indemnifying party. The Underwriter shall reciprocally
      indemnify the Company against any loss, claim, damage or liability including
      the
      cost of defense and investigation and attorneys fees to which the Company may
      become subject insofar as such loss, claim, damage or liabilities (or actions
      in
      respect thereof) arise out of or are based upon the claim of any person (other
      than an employee of the party claiming indemnification) that he or it
      is


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    entitled
      to a finders fee in connection with the proposed offering by reason of such
      person’s or entity’s influence, prior contact or agreement with the
      Underwriter.

    


    9.    Public
      Offering.

    


    The
      Underwriter agrees to make a public offering of the Shares covered by this
      Agreement as soon after the effective date of the Registration Statement as
      is
      advisable, in accordance with and as set forth in the Registration Statement,
      the Act, the Securities Exchange Act of 1934, as amended, the rules of the
      NASD,
      and applicable State Blue Sky regulations.

    


    10.    Delivery
      and payment.

    


    10.1.    Any
      and
      all proceeds received by the Underwriter, after deduction of cash paid for
      underwriting commissions, underwriting expenses and dealer allowances, if any,
      and amounts permitted to be released to Company pursuant to Rule 419(b)(2)(vi),
      from the sale of Units hereunder shall immediately be forwarded to the Escrow
      Agent for deposit in an escrow account with the EscrowBank of New York, NY.
      The
      Company shall pay the fee for establishing and maintaining the Escrow Account
      with the Escrow Agent. Subscribers’ checks shall be made payable to [NAME OF
      ESCROW ACCOUNT] and the Underwriter will transmit such checks, cash or wire
      transfers directly to the Escrow Agent by noon of the next business day after
      receipt. All offering proceeds, All securities issued in connection with this
      offering shall also be held in escrow by the Escrow Agent. The identity of
      the
      purchaser of the securities shall be included on the stock certificates or
      other
      documents evidencing such securities. Securities held in the escrow account
      are
      to remain as issued and deposited and shall be held for the sole benefit of
      the
      purchasers, who shall have voting rights, if any, with respect to the securities
      held in their name 

    


    11.    Brokerage.

    


    The
      parties hereto agree that there is no finder in connection with this
      transaction. The Company shall indemnify and hold harmless the Underwriter
      from
      and against any claim by any person with whom the Company has dealt, and the
      Underwriter shall indemnify and hold harmless the Company from and against
      any
      claim by any person with whom the Underwriter has dealt, for a brokerage
      commission, finder’s fee or origination fee in connection with the sale of the
      securities hereunder, as well as all liabilities, costs, charges and expenses
      (including, without limitation, reasonable fees and expenses of counsel) which
      the Underwriter or the Company, as the case may be, may incur or pay as the
      result of investigating, defending or settling any such claim or responding
      to
      any judgment based thereon or in connection therewith.

     

    12.    Termination
      - Liability.


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    12.1.    Notwithstanding
      any of the terms and provisions hereof, this Agreement may be terminated at
      any
      time prior to the Closing Date by the Underwriter if the Underwriter shall
      determine, in its sole uncontrolled discretion that if, since the respective
      dates as of which information was given in the Registration Statement or
      Prospectus, the Company shall have sustained a loss, whether or not insured,
      by
      reason of fire, flood, accident or other calamity or otherwise, which
      substantially affects the value of the property of the Company as a whole,
      or
      which materially interferes with the operation of the business of the Company
      as
      a whole, and which in the sole judgment of the Underwriter shall render it
      impracticable to offer for sale or to enforce contracts made by the Underwriter
      for the sale of the Shares or, if as a result of action by the New York Stock
      Exchange, the American Stock Exchange, the NASD, the Commission, or any federal
      or state agency, or by action of the Congress or by Executive Order, trading
      in
      securities generally on either of such Exchanges or in the over-the-counter
      market shall have been suspended or limited or minimum prices shall have been
      established on either of such Exchanges or in the over-the-counter market or
      any
      new restrictions on transactions in securities materially limiting the free
      market for securities shall generally have been established, or if a banking
      moratorium shall have been declared by either Federal or New York State
      authority, or if in the sole discretion of the Underwriter no favorable public
      market exists for the Shares, or if some other catastrophe, natural calamity,
      act of God, act of public enemy, labor dispute or other event occurs, the effect
      of which is materially to disrupt the financial markets in the United States
      or
      transactions, materially in the aggregate, related to the offering, or the
      financial condition, business practices, or the officers or directors of the
      Company have not fulfilled the Underwriter expectations. If this Agreement
      shall
      be terminated pursuant to this Article 12, the Underwriter shall not be
      responsible for any expenses of the Company or others for any charges or claims,
      and neither the Company nor the Underwriter shall be under any obligation under
      this Agreement, except that (a) the Company shall remain liable to the extent
      provided in Article 6.1 and (b) the Company and the Underwriter shall retain
      their respective liabilities pursuant to Article 5 hereof.

    


    12.2.    If
      this
      Agreement shall be terminated pursuant to Article 12 or if the offering provided
      for herein is not consummated because any condition to the Underwriter
      obligations hereunder is not satisfied or because of any refusal, inability
      or
      failure on the part of the Company to comply with any of the terms or to fulfill
      any of the conditions of this Agreement, or if for any reason the Company shall
      be unable to perform its obligations under this Agreement, the Company shall
      not
      be liable to the Underwriter for damages on account of loss of anticipated
      profits arising out of the transactions covered by this Agreement, but the
      Company shall pay out-of-pocket expenses incurred by the Underwriter in
      contemplation of the performances by it of its obligations hereunder on an
      accountable basis, including the fees and disbursements of its counsel and
      its
      printing and traveling expenses and postage, telephone and telegraph charges,
      up
      to a maximum of $[  ]
      and the
      Company shall remain liable to the extent provided in Article 6.1 and the
      Company and the Underwriter shall retain their respective liabilities pursuant
      to Article 5 hereof.

    


    13.    Survival
      of Representations.


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    The
      representations and warranties herein made shall survive the Closing Date and
      shall continue in full force and effect regardless of any investigations made
      by
      the party relying upon any such representation or warranty.

    


    14.    Parties
      in Interest.

    


    This
      Agreement is made solely for the benefit of the Underwriter and the Company,
      and, to the extent expressed, any person, firm or corporation controlling the
      Underwriter or the Company, the directors of the Company, its officers who
      have
      signed the Registration Statement, and their respective executors,
      administrators, successors and assigns, and no other person shall acquire or
      have any right under or by virtue of this Agreement. The terms “successor” or
“successors and assigns” shall not include any purchaser, as such purchaser,
      from the Underwriter, of the Shares, Share Warrants or Shares. All of the
      obligations of the Underwriter and the Company hereunder are several and not
      joint.

    


    15.    Governing
      Law.

    


    This
      Agreement shall be governed by the law of the State of New York without regard
      to conflicts of law.

    


    16.    Notices.

    


    Any
      notice required or permitted to be given hereunder shall be given in writing
      by
      depositing the same in the United States Mail, postage pre-paid, or by Western
      Union, charges prepaid, addressed as follows:

     

    
      	
              To
                the Underwriter: 

            	
              [NAME]

            
	
               

            	
              Pond
                Equities

            
	
               

            	
              4522
                Fort Hamilton Parkway

            
	
               

            	
              Brooklyn,
                NY 11219

            
	
               

            	
            
	
              To
                the Company:

            	Sun
              Opportunity I, Inc.
	 	1129
              East 22nd
              Street
	 	Brooklyn,
              NY 11219
	 	Attn:
              
	 	
            
	
              with
                copies to:

            	David
              Selengut, Esq.
	 	Ellenoff,
              Grossman & Schole, LLP
	 	370
              Lexington Avenue
	 	New
              York, New York 10017


    

     

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

    

     

    17.    Entire
      Agreement.

    


    This
      Agreement shall supersede any Agreement or Understanding, oral or in writing,
      express or implied, between the Company and the Underwriter relating to the
      sale
      of any of the Shares.

    


    18.    Waiver
      and Amendment.

    


    No
      change, amendment or supplement to, or waiver of, this Agreement or any term,
      provision or condition herein, shall be valid or of any effect unless in writing
      and signed by the party against whom such is asserted.

    


    If
      the
      foregoing is in accordance with Underwriter’s understanding of our agreement,
      kindly sign and return this Agreement, whereupon it will become a binding
      agreement between the Company and the Underwriter in accordance with its
      terms.

    


    Very
      truly yours,

    


    SUN
      OPPORTUNITY I, INC.

    


    By:

    ______________________________

    Its:

    ______________________________

    


    The
      foregoing Underwriting Agreement is hereby confirmed and accepted as of the
      date
      first above written.

    


    POND
      EQUITIES

    


    By:

    ______________________________

    Its:

    ______________________________

     

     

    
      
         

      

        27