Exhibit 10.4

NYGS New York Global Securities
-------------------------------
Global Investment Banking, Securities, & Financial Services
                                                               Member NASD, AIPC


February  7,  2006

Mr.  Bon  Kwan  Ku
Chief  Executive  Officer  and  President
Sorell,  Inc.
Buk-ri  35,  Nama-Myun
Yongin  City,  South  Korea

Dear  Mr.  Ku:

This letter agreement (the "Agreement") confirms our complete understanding with
respect to the retention of New York Global Securities, Incorporated ("NYGS") as
exclusive financial advisor and placement agent in connection with the placement
(the  "Placement") of certain securities (the "Securities") of Sorell, Inc. (the
"Company").

     Upon  the  terms  and  subject to the conditions set forth hereinafter, the
parties  hereto  agree  as  follows:

     1.   APPOINTMENT. The Company hereby retains NYGS and NYGS hereby agrees to
act  as  the  Company's  placement  agent  in  connection  with  the  Placement.

     2.   SCOPE  AND  CERTAIN  CONDITIONS  OF  SERVICES.  The  Company expressly
acknowledges  and  agrees  the obligations of NYGS hereunder are on a reasonable
best  efforts  basis  only  and  that  the  execution  of the Agreement does not
constitute  a  commitment by NYGS to purchase the Securities and does not ensure
the  successful  placement  of  the  Securities  or  any portion thereof, or the
success  of  securing  any  other  financing  on  behalf  of  the  Company.

     3.   FEES. In consideration for the services rendered by NYGS in connection
with  the  Placement,  the  Company  agrees  to  pay  NYGS  the  following fees:

     (a)  A success  fee  (the  "Success  Fee")  equal  to  12.0%  of  the gross
          proceeds from the sale of Securities in the Placement. The Success Fee
          is  due  and  payable  to  NYGS  immediately  upon  the closing of the
          Placement  and shall be disbursed directly to NYGS simultaneously with
          the  delivery  of  the  proceeds  of  the  Placement  to  the Company.

     (b)  Non-callable  warrants  of  the  Company  (the  "Placement  Agent
          Warrants")  issuable  to NYGS, or its designee simultaneously with the
          closing of the Placement, to purchase 20.0% of the aggregate number of
          Securities  sold  in the Placement. The Placement Agent Warrants shall
          entitle  the holder thereof to purchase securities of the Company at a
          purchase  price per share equal to the price of the Securities sold in
          the  Placement  and  shall  be exercisable for a period of three years
          after the closing of the Placement. The Placement Agent Warrants shall
          be  satisfactory  in  form  and  substance to NYGS and its counsel and
          shall  contain  provisions for, among other things, cashless exercise,
          and  anti-dilution  protection  in  the  event  of  merger,

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          consolidation,  reclassification,  reorganization  and  other  similar
          events,  but not in the event of subsequent sales of securities by the
          Company.

4.     In  addition  to  any  fees  that  may  be payable to NYGS hereunder, the
Company  shall  reimburse  NYGS  for  its  out-of-pocket  expenses  incurred  in
connection  with  its  engagement  hereunder,  including the reasonable fees and
expenses  of  its  legal  counsel.  If  any  expenses  have  not previously been
reimbursed  at  the  time  this Agreement terminates, the Company shall promptly
reimburse  NYGS  for any such expenses incurred or accrued prior to termination.

5.     Following  a  Placement of a minimum of $1.5 million, to the extent that,
at  any  time during the term of this Agreement or the 18 month period following
the  Placement,  the  Company  determines to raise debt, equity or equity-linked
securities  via  a  public  offering  or  private  placement,  pursue  a merger,
acquisition  or  divestiture,  or otherwise, or require other investment banking
services,  then  NYGS  shall  have  the  first  right  of  refusal,  but not the
obligation,  to  act  as  the Company's exclusive placement agent, lead manager,
financial  advisor or dealer-manager, as appropriate, in each case pursuant to a
separate engagement letter which shall provide for, among other things, mutually
acceptable  terms,  conditions,  indemnification  and  compensation  for  such
services.

6.     None  of  the  advice, either oral or written, provided to the Company by
NYGS  hereunder  shall  be publicly disclosed or made available to third parties
without  the  prior  written  consent  of  NYGS,  which  consent  shall  not  be
unreasonably  withheld,  except  the  information  may  be  disclosed (i) to the
Company's counsel, accountants and other advisors having a need to know, (ii) in
the  course  of  any  litigation  or  court  proceeding  involving  the  Company
including, without limitation, the enforcement of any claim against the Company,
whether  inside  or outside the context of a bankruptcy proceeding, (iii) as the
Company  reasonably  believes  to be otherwise required by law pursuant to legal
process  or  any  judicial,  administrative,  legislative,  regulatory  or
self-regulatory body or committee having, or claiming to have, jurisdiction over
the  proposed  Placement  or  the  Company,  or any other governmental agency or
representative thereof, (iv) in the event that the Company is requested (by oral
questions,  deposition,  interrogatories, requests for information or documents,
subpoena,  court order, civil investigative demand or other process) to disclose
such  information.  If  the  Company  is  requested  pursuant  to clause (iv) to
disclose  any  information, the Company will (x) give NYGS prompt notice of such
request  so  that  NYGS may seek an appropriate protective order and (y) consult
with  NYGS as to the advisability of taking legally available steps to resist or
narrow  such a request.  The Company will cooperate fully with NYGS in obtaining
such  an  order.  If  in  the  absence  of  a  protective  order  the Company is
nonetheless compelled to disclose information, NYGS agrees that it may make such
disclosure  without  liability  hereunder,  provided  that it gives NYGS written
notice of the information to be disclosed as far in advance of its disclosure as
is practicable and, upon NYGS' request and at its expense, uses its best efforts
to  obtain reasonable assurances that confidential treatment will be accorded to
such  information.  All  references  to  the  Company in this paragraph shall be
deemed  to  include  their  representatives.

7.     Recognizing that transactions of the type contemplated in this engagement
sometimes  result  in  litigation  and  that  the  role of NYGS is advisory, the
Company

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agrees  to indemnify and hold harmless NYGS, its affiliates and their respective
officers,  directors,  employees,  agents  and  controlling  persons  within the
meaning  of  Section 15 of the Securities Act of 1933, as amended (the "Act") or
Section  20(a)  of  the  Securities  Exchange  Act  of  1934,  as  amended  (an
"Indemnified  Party"  or  collectively,  the  "Indemnified  Parties"),  from and
against  any  and  all  loss,  charge,  claim,  damage,  expense  and  liability
whatsoever,  including,  but  not  limited  to,  all attorneys fees and expenses
(hereinafter a "Claim" or "Claims"), related to or arising in any manner out of,
based  upon,  or  in  connection with (i) any untrue statement or alleged untrue
statement  of  a  material fact in any offering document provided by the Company
relating  to  any  capital raising assignment performed by NYGS on behalf of the
Company  or  any omission or alleged omission of the Company to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading,  or (ii) any transaction contemplated by the engagement of NYGS
hereunder  (items  (i)  and  (ii) being hereinafter referred to as a "Matter" or
"Matters"), and will promptly reimburse the Indemnified Parties for all expenses
(including  reasonable  fees  and  expenses  of  legal  counsel)  as incurred in
connection  with the investigation of, preparation for or defense of any pending
or  threatened  Claim  related  to  or  arising  in any manner out of any Matter
hereunder,  or  any  action  or  proceeding  arising  therefrom  (collectively,
"Proceedings"),  whether  or not such Indemnified party is a formal party to any
such  Proceeding. Notwithstanding the foregoing, the Company shall not be liable
in  respect  of any Claims that a court of competent jurisdiction has judicially
determined  by  final  judgment (in connection with which the time to appeal has
expired  or  the  last right of appeal has been denied) resulted solely from the
gross  negligence  or  willful  misconduct  of an Indemnified Party. The Company
further  agrees  that  it  will  not,  without the prior written consent of NYGS
settle  compromise  or  consent  to  the entry of any judgment in any pending or
threatened  proceeding  in  respect  of  which  indemnification  may  be  sought
hereunder  (whether  or  not  NYGS  or  any  Indemnified  Party  is an actual or
potential  party  to  such  Proceeding),  unless  such settlement, compromise or
consent  includes  an  unconditional  release of NYGS and each other Indemnified
Party  hereunder  from  all  liability  arising  out  of  such  proceeding.

In  order to provide for just and equitable contribution in any case in which an
Indemnified  Party is entitled to indemnification pursuant to this Agreement but
it  is  judicially determined by the entry of a final judgment decree by a court
of  competent  jurisdiction and the time to appeal has expired or the last right
of appeal has been denied) that such indemnification may not be enforced in such
case,  the  Company  shall  contribute  to the aggregate losses, Claims, damages
and/or  liabilities in such proportion as is appropriate to reflect the relative
benefits  received  by  the Company on the one hand, and NYGS on the other, from
the  Transaction.  Notwithstanding the foregoing, NYGS shall not be obligated to
contribute any amount hereunder that exceeds the amount of fees received by NYGS
under  this  Agreement.

The  Company  further  agrees that no Indemnified Party shall have any liability
(whether  direct  or  indirect, in contract or tort or otherwise) to the Company
for  or  in  connection with NYGS' engagement hereunder except for Claims that a
court  of  competent  jurisdiction  shall  have determined by final judgment (in
connection with which the time to appeal has expired or the last right of appeal
has been denied) resulted solely from the gross negligence or willful misconduct
of  such  Indemnified  Party.  The  indemnity,  reimbursement  and  contribution
obligations  of  the  Company

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set  forth  herein  shall  be in addition to any liability which the Company may
otherwise  have  and  shall  be  binding  upon  and  inure to the benefit of any
successors,  assigns,  heirs  and  personal representatives of the Company or an
Indemnified  Party.

The  indemnity, reimbursement and contribution provisions set forth herein shall
remain  operative and in full force and effect regardless of (i) any withdrawal,
termination  or  consummation of or failure to initiate or consummate any Matter
referred  to  herein,  (ii)  any investigation made by or on behalf of any party
hereto  or  any  person  controlling  (within  the  meaning of Section 15 of the
Securities  act of 1933 as amended, or Section 20 of the Securities Exchange Act
of  1934,  as amended) any party hereto, (iii) any termination or the completion
or expiration of this Agreement with NYGS and (iv) whether or not NYGS shall, or
shall  not be called upon to, render any formal or informal advice in the course
of  such  engagement.

8.   (a)  Subject  to  (b)  and  (c)  below,  the engagement of NYGS pursuant to
          this  Agreement shall automatically terminate six months from the date
          of  this  Agreement  or  the  date  set  forth in a termination notice
          delivered  by  either  party  to  the  other  in  accordance  with the
          provisions  set  forth below. This Agreement may be extended if agreed
          to  in  writing  by  both  parties.

     (b)  The Company  may  terminate  this  Agreement  upon  30  days  written
          notice  to  NYGS.

     (c)  NYGS may  terminate  this  Agreement  upon  30  days written notice to
          the  Company  without  further  liability or obligation on the part of
          NYGS.

9.   (a)  This Agreement  sets  forth  the  entire  understanding of the parties
          relating  to the subject matter hereof, and supersedes and cancels any
          prior  communications,  understanding  and  agreements  between  the
          parties.  This Agreement cannot be modified or changed, nor can any of
          its  provisions  be  waived, except in writing signed by both parties.

     (b)  Any term  or  condition  of  this  Agreement  which  is  prohibited or
          unenforceable  in  any  applicable  jurisdiction  shall,  as  to  such
          jurisdiction,  be  ineffective  to  the  extent of such prohibition or
          unenforceability without invalidating the remaining provisions hereof;
          and any such prohibition or unenforceability in any jurisdiction shall
          not  invalidate  or  render  unenforceable such provision in any other
          jurisdiction.  To  the  extent  permitted  by  any applicable law, the
          Company  hereby  waives  any  provisions  of such applicable law which
          render  any  provisions  hereof  prohibited  or  unenforceable  in any
          respect.

10.  (a)  This Agreement  shall  be  governed  by  and  construed  in accordance
          with  the  laws  of  the  State  of New York, including all matters of
          construction,  validity  and  performance.

     (b)  Any dispute  arising  out  of  or  relating  to  this Agreement or its
          performance  that the parties are unable to resolve by agreement shall
          be  finally settled by arbitration. Such arbitration shall be effected
          in  accordance  with  the Rules of

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          Conciliation  and  Arbitration  of  the  International  Chamber  of
          Commerce  and  shall be conducted in New York. Judgment upon the award
          rendered  by  the  Arbitrator  may  be  entered  in  any  court having
          jurisdiction  thereof.  The  arbitrator  shall  have the discretion to
          award  counsel  fees  and  costs  to  the  prevailing  party.

NYGS  is  delighted  to accept this engagement and looks forward to working with
you  on this assignment.  Please confirm that the foregoing correctly sets forth
our  agreement  by  signing  the  enclosed duplicate of this letter in the space
provided  and  returning  it,  whereupon  this letter shall constitute a binding
agreement  as  of  the  date  first  above  written.



                                                NEW YORK GLOBAL SECURITIES, INC.

                                                   By: _________________________
                                                    Name: ______________________
                                                  Title: _______________________

Agreed  to  and  accepted  as  of  the  date
first  above  written:

SORELL,  INC.


By:  ______________________________

Name:  ____________________________

Title:  _____________________________

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