TASKPORT
      Inc.

    Engagement
      Agreement

    
      

    

     

    
      	
              Advisor

            	
              CFO
                911 will be the exclusive accounting and financial advisor (“Advisor”)
                responsible for completion of the project during the engagement (the
                “Agreement”).

            
	 	 
	 	 
	
              Role

            	
              To
                work with the TASKPORT Inc. the (“Company”) to complete its business plan.
                Such assignments are delineated in the Scope Letter, which is a separate
                agreement. In addition, future assignments to be performed by CFO
                911 are
                delineated in a separate agreement. Specific functions related to
                this
                assignment include, but are not limited to:

            
	 	 
	 	
              Performing
                due diligence and work with the Company to prepare a “polished” private
                placement memorandum.

            
	 	 
	 	 
	
              Term

            	
              1
                month, with any extension as necessary and as agreed to by the Advisor
                and
                the Company. 

            
	 	 
	 	 
	
              Fees:

            	
              For
                advisory services performed compensation shall be as
                follows:

            
	 	 
	 	
              $5,000
                upon signing the agreement.

            
	 	 
	 	
              $5,000
                upon completion of the business plan. 

            
	 	 
	 	 
	
              Expenses

            	
              Reimbursement
                of all out-of-pocket expenses (including fees and disbursements of
                professionals such as legal counsel, if required).

            
	 	 
	 	 
	
              Indemnification

            	
              Customary
                indemnification normally accorded to accounting and financial advisors
                shall hold harmless the Advisor from any losses, claims or damages
                resulting from the Advisor’s services. A separate indemnification
                agreement shall be executed in a form satisfactory to the
                Advisor.

            
	 	 
	 	
              In
                the event the Advisor is called to testify, provide legal support
                or be a
                witness on behalf of the Company for any event at any time, all legal
                expenses and professional time will be reimbursed by the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       
        
          

        

      

      


    

    
      	
              Arbitration

            	
              Any
                dispute between the Advisor and the Company regarding the construction
                or
                application of the Agreement and the related services will, upon
                a written
                request, be submitted to arbitration, and this arbitration shall
                comply
                with and be governed by the provisions of the American Arbitration
                Association and shall take place in Los Angeles, California. The
                prevailing party shall be entitled to attorney fees and costs incurred
                in
                connection with any such dispute.

            
	 	 
	
              Governing
                Law

            	
              This
                Agreement shall be governed by the laws of the State of California.
                Further, no
                change or modification of this Agreement shall be valid or binding
                unless
                such change or modification shall be in
                writing.

            


    

     

    


    


    


    


    AGREED
      TO AND ACCEPTED THIS 7th DAY OF MARCH 2005

    


    
 

    
      	
              CFO
                911

            	
              TASKPORT,
                Inc.

            
	 	 
	 	 
	
              By:

            	
              By:
                

            
	
              Name:
                Mr. Charles K. Dargan II

            	
              Name:
                Mr. Richard Lusk

            
	
              Title:
                Principal

            	
              Title:
                Chief Executive Officer

            
	
              Date:
                March 7, 2005

            	
              Date:
                March 7, 2005

            


    

     

    
      
        
        

      

      
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    The
      Scope Letter

    


    


    The
      scope
      of the Agreement (the “Agreement”) dated March 7, 2005 by and between CFO 911
      (the “Advisor”) and TASKPORT Inc. (the “Company”) is limited to the details
      herein. The tasks to be performed as delineated herein are to be completed
      within the term of the Agreement. The scope of the Agreement may only be
      modified by written consent of both the Advisor and the Company.

    


    The
      tasks
      are as follows:

    


    
      	 	
              1.

            	
              Perform
                due diligence on the business plan, including reviewing the business
                plan
                for accuracy.

            


    

    
      	 	
              2.

            	
              Perform
                due diligence on the financial projections for reasonableness and
                accuracy
                from a financial investor’s perspective, and recommend appropriate
                corrections, as necessary.

            


    

    
      	 	
              3.

            	
              Work
                with the Company to prepare a “polished” private placement
                memorandum.

            


    

    


    


    AGREED
      TO AND ACCEPTED THIS 7th DAY OF MARCH 2005

     

    
 

    


    
      	
              CFO
                911

            	
              TASKPORT,
                Inc.

            
	 	 
	 	 
	
              By:

            	
              By:
                

            
	
              Name:
                Mr. Charles K. Dargan II

            	
              Name:
                Mr. Richard Lusk

            
	
              Title:
                Principal

            	
              Title:
                Chief Executive Officer

            
	
              Date:
                March 7, 2005

            	
              Date:
                March 7, 2005

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       
        
          

        

      

      
 

    

    Future
      Assignments

    


    


    The
      following Future Assignments Agreement (the “Agreement”) dated March 7, 2005 by
      and between CFO 911 and TASKPORT Inc. (the “Company”) is limited to the details
      herein. The tasks to be performed and fees to be received are delineated herein
      and are subject to any changes or modifications required as a result of prior
      assignments performed by CFO 911. The tasks will also require additional
      engagement agreements and scope letters so that the scope of each agreement
      can
      be more clearly defined. 

    


    The
      assignments are as follows:

    


    
      	 	
              1.

            	
              Review
                and help with the preparation of the Road Show presentation and marketing
                material. Attend the 2 day Brookstreet broker conference in early
                May. CFO
                911 will act as the interim CFO. This phase starts upon the successful
                closing of the first round of financing and terminates with the
                Brookstreet conference. The fee is $5,000 plus out of pocket expenses.
                There will be an additional fee of $1,000 per day plus out of pocket
                expenses for any additional Road Show meetings that CFO 911
                attends.

            


    

     

    
      	 	
              2.

            	
              Review
                and help with the preparation of the Private Placement Memorandum
                for the
                second round of financing, which includes the reverse merger. This
                phase
                would start upon the successful closing of the first round of funding.
                The
                target for completion of this PPM is mid- April, in advance of the
                Brookstreet conference. The fee is
                $15,000.

            


    

    


    
      	 	
              3.

            	
              Monthly
                Work: this phase is divided into two parts. Part 1: this covers the
                period
                following the closing of the private round up until the closing of
                the public round. The fee is $2,500 per month, prorated, for the
                review of
                the books
                and records, and assisting with the audit and reverse merger. However,
                if
                CFO 911 is to manage the audit and to certify the statements for
                the
                audit, then there will be additional fees, to be mutually negotiated.
                Part
                2: this covers the period following the reverse merger. The fee is
                $8,000
                per month, prorated, for help in preparation, review and certification
                of
                financial statements and SEC filings, including any of the Sarbanes
                Oxley
                requirements.

            


    

     

    
      	 	
              4.

            	
              Success
                Fee: Upon the successful completion of the two funding rounds and
                reverse
                merger, CFO 911 will receive 75,000 shares of TASKPORT common
                stock.

            


    

    


    


    AGREED
      TO AND ACCEPTED THIS 7th DAY OF MARCH 2005

    


    


    
      	
              CFO
                911

            	
              TASKPORT,
                Inc.

            
	 	 
	 	 
	
              By:

            	
              By:
                

            
	
              Name:
                Mr. Charles K. Dargan II

            	
              Name:
                Mr. Richard Lusk

            
	
              Title:
                Principal

            	
              Title:
                Chief Executive Officer

            
	
              Date:
                March 7, 2005

            	
              Date:
                March 7, 2005

            


    

    


    
      
        
        

      

      
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