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                                                                   EXHIBIT 10.06

                        [MACKENZIE SHEA INC. LETTERHEAD]

              AGREEMENT TO ENGAGE MACKENZIE SHEA, INC. ("MSI") AS
                            BUSINESS CONSULTANTS FOR
                        BEVERLY HILLS LTD., INC. ("BHL")

On the basis of previous telephone conversations and meetings between Beverly
Hills Limited, Inc. ("BHL") and Mackenzie Shea, Inc. ("MSI") as well as other
discussions. Initial reports submitted by BHL, and the representations that BHL
has made to MSI describing BHL, its subsidiaries or affiliated companies
(collectively, "Affiliates") and their principals, present and proposed business
activities, operations, financial condition and capital structure, and various
agreements and documents related thereto, MSI hereby submits to BHL a proposal
for the terms pursuant to which MSI would be willing to consult to BHL and its
Affiliates in their effort to seek additional business and business
relationships that will be of benefit to them.

I.       ENGAGEMENT

         BHL hereby engages and retains MSI as a Business Consultant for and on
         behalf of BHL and its Affiliates to perform the Services (as that term
         is hereinafter defined) and MSI hereby accepts such appointment on the
         terms and subject to the conditions hereinafter set forth and agrees to
         use its best efforts in providing such Services.

II.      INDEPENDENT CONTRACTOR

         A.       MSI shall be, and in all respects be deemed to be, an
                  independent contractor in the performance of its duties
                  hereunder, any law of any jurisdiction to the contrary
                  notwithstanding.

         B.       MSI shall not, by reason of this Agreement or the performance
                  of the Services, be or be deemed to be, an employee, agent,
                  partner, co-venturer or controlling person of BHL, and MSI
                  shall have no power to enter into any agreement on behalf of
                  or otherwise bind BHL.

         C.       MSI shall not have or be deemed to have, fiduciary obligations
                  or duties to BHL or its Affiliates and shall be free to
                  pursue, conduct and carry on for its own account (or for the
                  account of others) such activities, employments, ventures,
                  businesses and other pursuits as MSI in its sole, absolute and
                  unfettered discretion, may elect.


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III.     SERVICES

         A.       As BHL's Business Consultant, MSI agrees to provide the
                  following consulting services (collectively the "Services"):

                  1.       Assisting BHL in efforts to seek additional business
                           and business relationships that will be of benefit to
                           BHL and its Affiliates.

                  2.       Evaluating, structuring and advising BHL and its
                           Affiliates in connection with potential spin-off and
                           reverse merger transactions, separate initial public
                           offerings, and other activities related to maximizing
                           shareholder value.

                  3.       Advising BHL and its Affiliates in their negotiations
                           with one or more individuals, firms or entities (the
                           "Candidate(s)") who may have an interest in providing
                           investment capital in the form of bridge financing,
                           private placement, debt and/or equity financing,
                           media financing, or in pursuing a form of Business
                           Combination with BHL and/or its Affiliates. As used
                           in this letter, the term "Business Combination" shall
                           be deemed to mean any form of merger, acquisition,
                           joint venture, licensing agreement, product sales
                           and/or marketing, distribution, combination and/or
                           consolidation, etc. involving BHL and/or any of its
                           Affiliates and any other entity.

                  4.       Conducting corporate-related due diligence concerning
                           BHL and its Affiliates in connection with the
                           anticipated Services to be rendered under this
                           Agreement.

                  5.       Assisting BHL and its Affiliates in locating and
                           engaging certain professionals, including a permanent
                           Chief Executive Officer, Chief Financial Officer,
                           Chief Operating Officer and additional members of
                           their respective Board of Directors, as well as
                           negotiating employment-related contracts.

                  6.       Advising BHL regarding company operations, staffing,
                           strategy, and other issues related to building
                           shareholder value.

                  7.       Consulting BHL in connection with establishing and
                           continuing its securities-related reporting system.

                  8.       Advising BHL's management in corporate finance
                           matters, including structuring the nature, extent and
                           other parameters of any private or other offer(s) to
                           be made to Candidate(s).

                  9.       Consulting BHL and its Affiliates in efforts to
                           establish strategic relationships with individuals
                           and entities of particular interest to them in
                           connection with their continued business development.

         B.       BEST EFFORTS. MSI shall devote such time and best effort to
                  the affairs of BHL as is reasonable and adequate to render the
                  Services contemplated by this Agreement. MSI is not
                  responsible for the performance of any services which may be
                  rendered hereunder without BHL providing the necessary
                  information in writing prior thereto, nor shall MSI include
                  any services that constitute the rendering of any legal
                  opinions or performance of work that is in the ordinary
                  purview of the Certified Public Accountant. MSI cannot
                  guarantee results on behalf of BHL, but shall pursue all
                  reasonable avenues available through its network of contacts.
                  At such time as an interest is expressed by a third party in
                  BHL's needs, MSI shall notify BHL and advise it as to the
                  source of such interest and any terms and conditions of such
                  interest. The acceptance and consumption of any transaction is
                  subject to acceptance of the terms and conditions by BHL. It
                  is understood


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     that a portion of the compensation paid hereunder is being paid by BHL to
     have MSI remain available to advise it on transactions on an as-needed
     basis.

C.   BHL and MSI hereby confirm their express written intent that MSI shall only
     be required to devote such time to the performance of the Services as MSI
     shall, in its discretion, deem necessary and proper to discharge its
     responsibilities under this Agreement.

D.   In conjunction with the Services, MSI agrees to:

     1.   Conduct an on-site initial evaluation of BHL and its businesses and
          meet with BHL's representatives at its Florida office headquarters in
          a mutually agreed upon date shortly after the execution of this
          agreement.

     2.   Make itself available to the officers of BHL at such mutually agreed
          upon places during normal business hours for reasonable periods of
          time, subject to reasonable advance notice and mutually convenient
          scheduling, for the purpose of advising BHL and its Affiliates in the
          preparation of such reports, summaries, corporate and/or transaction
          profiles, due diligence packages and/or other material and
          documentation ("Documentation") as shall be necessary. In the opinion
          of MSI, to properly present them to other entities and individuals
          that could be of benefit to BHL and its Affiliates.

     3.   Make itself available for telephone conferences with the principal,
          financial, sales and/or operating officer(s) of BHL during normal
          business hours.

IV.  EXPENSES

     It is expressly agreed and understood that MSI's compensation as provided
     in this Agreement does not include normal and reasonable out-of-pocket
     expenses. The expenses described in this paragraph shall be reimbursed by
     BHL independent of any fees described in the section below titled,
     "COMPENSATION."

     A.   "Normal and reasonable out-of-pocket expenses" shall include but are
          not limited to: accounting, long distance communication, express mail,
          outside consultants, travel (including: airfare, hotel lodging and
          meals, transportation, etc.), and other costs involved in the
          execution of MSI's Services under this Agreement.

     B.   It is also agreed that BHL will pay all out-of-pocket expenses
          incurred in connection with the preparation and printing of any
          Offering Memorandums, and any amendments thereto, (excluding MSI's
          personnel costs).

     C.   BHL, also agrees to pay its own and MSI's legal expenses in connection
          with:

          1.   MSI's services under this Agreement, and

          2.   Any registration of the Engagement Stock as provided in Section
               V below.

     D.   MSI shall not incur any expense in excess of one thousand dollars
          ($1,000) without BHL's prior written consent, which consent shall not
          unreasonably be withheld.

     E.   BHL hereby agrees to compensate MSI promptly upon receipt of an
          expense invoice from MSI. Whenever feasible, MSI will request advance
          payment of approved expenses. The reimbursement for expenses shall not
          be subject to any maximum allocation, and shall be fully reimbursed.

V.   COMPENSATION

     In consideration for the Services, BHL agrees that MSI and/or its assigns
     shall be entitled to compensation as follows:


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                  A.    MSI or its assigns will be issued One Million One
                        Hundred Thousand (1,100,000) Warrants to purchase an
                        aggregate of One Million One Hundred Thousand
                        (1,100,000) shares of BHL's Common Stock at a per share
                        purchase price of ten cents ($0.10) (these Warrants
                        shall be referred to collectively as the "Engagement
                        Warrants")

                        1.   Although all of the foregoing Engagement Warrants
                             are considered immediately vested upon execution
                             of this Agreement, only Six Hundred Thousand
                             (600,000) Warrants will be issued to MSI at that
                             time. The remaining Five Hundred Thousand
                             (500,000) Warrants will be held in escrow by MSI's
                             counsel, Boyd & Chang, LLP, and will be released
                             to MSI or its assigns at the end of each
                             successive quarter (i.e., every 90 days) in equal
                             installments of One Hundred Twenty-Five Thousand
                             (125,000) Warrants.

                        2.   The Engagement Warrants shall expire five (5)
                             years after their issuance to the extent they have
                             not been exercised by such time.

                        3.   The shares of Common Stock underlying the
                             Engagement Warrants, when issued, shall be
                             deemed fully earned and shall have all the same
                             rights and all the same dilutive or anti-dilutive
                             provisions as the "Founder's Stock" held by the
                             original shareholders.

                        4.   MSI understands that BHL currently has 12,000,000
                             shares of Common Stock outstanding as of the date
                             of this Agreement, but anticipates issuing
                             additional equities (e.g., common or preferred
                             shares, options or warrants (collectively
                             "Equities")) in connection with various
                             contemplated transactions. Accordingly, the amount
                             of Engagement Warrants to be issued to MSI shall be
                             adjusted, on a pro rata basis, to reflect the
                             issuance of additional Equities over and above the
                             existing 12,000,000 shares of common stock (e.g.,
                             if BHL issues an additional 12,000,000 shares of
                             stock or warrants, MSI would be entitled to an
                             additional 1,100,000 Warrants) upon the same terms
                             and conditions as the original Engagement Warrants.
                             These additional Warrants shall for all purposes be
                             considered Engagement Warrants and will be issued
                             to MSI within ten (10) days following the issuance
                             of any additional Equities as set forth above.

                        5.   MSI shall have "Piggyback Registration Rights" to
                             register the shares of Common Stock underlying the
                             Engagement Warrants as part of any registration
                             filing by BHL and "Demand Registration Rights"
                             commencing twelve (12) months from the date of the
                             signing of this Agreement which shall entitle MSI
                             to demand the immediate registration of the shares
                             of Common Stock underlying Engagement Warrants at
                             the sole discretion of MSI.

                        6.   BHL's Board of Directors shall authorize that the
                             Engagement Warrants shall be issued upon the
                             signing of this Agreement, and shall be delivered
                             immediately to MSI's counsel, Boyd & Chang, LLP.
                             However, in no event shall the Engagement Warrants
                             be delivered later than seven (7) days from the
                             date of the signing of this Agreement.

                        7.   Net Issue Election. MSI may elect to receive,
                             without payment by MSI of any additional
                             consideration, that number of shares of Common
                             Stock equal to the value of MSI's Engagement
                             Warrants, or any portion thereof, by the surrender
                             of the applicable Warrant Certificate to BHL at its
                             principal executive office. Thereupon, BHL shall
                             issue to MSI such number of fully paid and
                             nonassessable shares of Common Stock as is
                             comprised using the following formula:


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                                    X=Y(A-B)
                                       -----
                                         A

          Where

          X =  the number of shares of Common Stock to be issued to MSI pursuant
               to this section 7;

          Y =  the number of shares of Common Stock covered by the subject
               Warrant in respect of which the net issue election is made;

          A =  the "fair market value" of one share of Common Stock at the time
               the net issue election is made; and

          B =  the purchase price in effect under the Warrant at the time the
               net issue election is made.

     The term "fair market value" of one share of Common Stock on any date shall
     mean a publicly traded price of the Warrant holder's choosing, of the
     Common Stock during the five (5) trading days prior to exercising the
     subject Warrant.

B.   BHL acknowledges that it may be necessary to hire certain professional
     individuals on a temporary or contract basis to execute some of MSI's
     recommendations/advice and BHL agrees that it may be necessary to pay those
     individuals separately from this Agreement at agreed upon rates. The
     current market value of those services may range from $1,500 to $2,500 per
     day depending on the expertise needed. BHL must pre-approve the engagement
     of any such professionals in writing. Provided BHL has given its
     pre-approval, such fees are payable immediately upon the initial receipt of
     an invoice by BHL. In no event shall payment be made later than seven (7)
     days of initial receipt of invoice by BHL.

C.   For market positioning, strategic planning and other business consulting
     work to be accomplished, BHL shall pay to MSI a monthly fee of Five
     Thousand Dollars ($5,000) (the "Monthly Advisory Fees"). The Monthly
     Advisory Fees are exclusive of the other compensation and reimbursable
     pre-approved expenses elsewhere provided in this Agreement.

     1.   The Monthly Advisory Fees are payable in advance, on the first (1st)
          day of each calendar month and shall commence upon the signing of this
          Agreement.

     2.   Said Monthly Advisory Fees shall continue for twenty-four (24) months,
          or shall end upon proper termination of this Agreement according to
          the section below titled, "TERM AND TERMINATION".

D.   If, at any time during the term of this Agreement and for a period of
     twenty-four (24) months following the termination of this Agreement, BHL
     and/or any of its Affiliates merges with, acquires assets or any other
     property, obtains any other financing from or engages in any other type of
     business combination (collectively, a "Business Combination"), with any of
     the entities, affiliations or persons MSI, its employees or former
     employees, agents, representatives, advisors, or consultants introduces to
     BHL and/or its Affiliates, BHL will pay a finder's fee in cash or equity,
     to be paid in kind, equal to:


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                  1.       Five percent (5%) of the amount up to and including
                           three million dollars ($3,000,000);

                  2.       Four percent (4%) of the amount above three million
                           dollars ($3,000,000) but less than five million
                           dollars ($5,000,000); and

                  3.       Three percent (3%) of the amount above five million
                           dollars ($5,000,000) of the total gross proceeds or
                           value of such transaction. If required by applicable
                           law, or at the election of MSI, the finder's fee will
                           be deemed to have been earned by and be paid in a
                           timely manner to a placement agent selected
                           exclusively by MSI.

VI.      REPRESENTATIONS, WARRANTIES AND COVENANTS

         A.       EXECUTION. The execution, delivery and performance of this
                  Agreement, in the time and manner herein specified, will not
                  conflict with, result in a breach of, or constitute a default
                  under any existing agreement, indenture, or other instrument
                  to which either BHL or MSI is a party or by which either
                  entity may be bound or affected.

         B.       NON-CIRCUMVENTION. BHL hereby irrevocably agrees not to
                  circumvent, avoid, bypass, or obviate, directly or indirectly,
                  the intent of this Agreement, including avoiding payment of
                  fees or other compensation to MSI or its affiliates in
                  connection with any transaction involving any corporation,
                  partnership, individual, or other entity introduced by MSI to
                  BHL and/or its Affiliates.

         C.       TIMELY APPRISALS. BHL shall keep MSI up to date and apprised
                  of all business market and legal developments related to BHL
                  and its operations and management.

                  1.       Accordingly, BHL shall provide MSI with copies of all
                           amendments, revisions and changes to its business and
                           marketing plans, bylaws, articles of incorporation,
                           private placement memoranda, key contracts,
                           employment and consulting agreements and other
                           operational agreements.

                  2.       BHL shall promptly notify MSI of the threat or filing
                           of any suit, arbitration or administrative action,
                           injunction, lien, claim or complaint and promptly
                           forward a copy of all related documentation directly
                           to MSI or at MSI's option to MSI's counsel.

                  3.       BHL shall promptly notify MSI of all new contracts,
                           agreements, joint ventures or filing with any state,
                           federal or local administrative agency, including
                           without limitation the SEC, NASD or any state agency,
                           and shall provide all related documents, including
                           copies of the exact documents filed, to MSI,
                           including, without limitation, all annual reports,
                           quarterly reports and notices of change of events,
                           and registration statements filed with the SEC and
                           any state agency, directly to MSI.

                  4.       BHL shall also provide directly to MSI current
                           financial statements, including balance sheets,
                           income statements, cash flows and all other documents
                           provided or generated by BHL, in the normal course of
                           its business and requested by MSI from time to time.

                  5.       MSI shall keep all documents and information
                           confidential as described in the section below
                           titled, "CONFIDENTIAL DATA".




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D. CORPORATE AUTHORITY. Both BHL and MSI have full legal authority to enter into
   this Agreement and to perform the same in the time and manner contemplated.

E. AUTHORIZED SIGNATURES. The individuals whose signatures appear below are
   authorized to sign this Agreement on behalf of their respective corporations.

F. COOPERATION. BHL will cooperate with MSI, and will promptly provide MSI with
   all pertinent materials and requested information in order for MSI to perform
   its Services pursuant to this Agreement.

G. PROPERLY ISSUED SHARES. When issued to MSI, the Engagement Stock shall be
   duly and validly issued, fully paid and non-assessable.

H. UNDERWRITER FEES. BHL acknowledges and understands that MSI is neither a
   broker/dealer nor a Registered Investment Advisor and BHL may be required to
   pay additional underwriting fees in connection with any offerings,
   underwritings or financings to the appropriate underwriter and/or funding
   entity in addition to any fees paid to MSI.

I. ESCROW AGENT & AGREEMENT. In connection with any private placement, BHL
   hereby agrees to enter into an escrow agreement with an escrow agent suitable
   to both MSI as well as BHL (the "Escrow Agent"), and agrees to abide by the
   terms of an escrow agreement set forth by the Escrow Agent and MSI on such
   terms as may be acceptable to BHL and MSI.

J. ADDITIONAL AGREEMENTS AND DOCUMENTS. BHL also agrees to enter into such
   additional agreements, sign such additional documents, and provide such
   additional certifications and documentation as may requested by MSI, the
   Escrow Agent, the Placement Agent, or such other parties related to the
   obtaining of capital for BHL on such terms as may be acceptable to BHL and
   MSI.

K. PROMPT NOTIFICATION OF MATERIAL OCCURRENCES. Until the proper termination of
   this engagement (as outlined in the section above titled, "Term &
   Termination"), BHL will notify MSI promptly of the occurrence of any event,
   which might materially affect the condition (financial or otherwise) or
   prospects of BHL.

L. PUBLIC/INVESTOR RELATIONS FIRM. MSI and BHL shall mutually agree upon a
   Public/Investor Relations Firm on such terms as may be acceptable to BHL and
   MSI, which shall perform:

   1. An analysis of BHL's business and industry, following with a comprehensive
      background report that summarizes BHL's corporate and financial profile
      that shall be distributed to investment professionals and the press.

   2. Develop a complete financial public relations program designed to enable
      BHL to establish all of its business objectives and broaden recognition of
      BHL in the financial community in the U.S. and abroad.

   3. Establish a comprehensive mailing list for BHL, and maintain and update
      the list as necessary.



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      M.    SHAREHOLDER LISTS AND INFORMATION.  BHL also agrees to provide on a
            monthly basis, a summary of current shareholders of BHL's stock, and
            at such time, as BHL's stock is listed and/or trading on a
            recognized stock exchange. BHL shall deliver monthly Depository
            Trust Corporation (DTC) shareholder summary sheets, or other such
            information as requested by MSI to be delivered to MSI within seven
            (7) days.

VII.  TERM AND TERMINATION

      A.    This Agreement shall be effective upon its execution and shall
            remain in effect for a period of two (2) years unless otherwise
            terminated as provided in this Section VII.

      B.    BHL shall have the right to terminate MSI's engagement hereunder
            by furnishing MSI with thirty (30) days advance written notice of
            such termination. Upon receipt of such written notice, this
            Agreement will then terminate on the last day of the second full
            calendar month following the receipt of notice. Notice of
            termination must be received before the end of the last day of the
            calendar month in order to terminate the Agreement on the last day
            of the second full calendar month following the receipt of notice.

      C.    Notwithstanding the foregoing, nor termination of this Agreement by
            BHL shall in any way affect MSI's right to receive:

            1.    reimbursement for billed, accrued and/or unbilled
                  disbursements and expenses which right the parties hereby
                  agree and consent is absolute;

            2.    its fees, securities and/or warrants, including the
                  Engagement Warrants and underlying Common Stock, which have
                  been earned by MSI through the effective date of termination.

            3.    the full amount of the fees, securities and/or warrants upon
                  the closing of a Business Combination between BHL, its
                  Affiliates and any Candidate as contemplated in Section V.D.
                  above.

            4.    MSI's Monthly Advisory Fees through the effective date of
                  termination.

VIII. CONFIDENTIAL DATA

      A.    Except for its employees, agents and independent contractors, MSI
            shall not divulge to others, any trade secret or confidential
            information, knowledge, or data concerning or pertaining to the
            business and affairs of BHL, obtained by MSI as a result of its
            engagement hereunder, unless authorized, in writing by BHL.

      B.    Except for its employees, agents and independent contractors, BHL
            shall not divulge to others, any trade secret or confidential
            information, knowledge, or data concerning or pertaining to the
            business and affairs of MSI, obtained by BHL as a result of its
            engagement hereunder, unless authorized, in writing, by MSI.

      C.    MSI shall not be required in the performance of its duties to
            divulge to BHL or any officer, director, agent or employee of BHL,
            any secret or confidential information, knowledge, or data
            concerning any other person, firm or entity (including, but not
            limited to, any such persons, firm or entity which may be a
            competitor or potential competitor of BHL) which MSI may have or be
            able to obtain otherwise than as a result of the relationship
            established by this Agreement.

IX.   COOPERATION WITH REGISTRATION OF SECURITIES


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     Upon MSI's request, BHL will cooperate with, approve, cause its counsel to
     execute and deliver opinions and execute as necessary, and in a timely
     manner, any Registration Statements and documents customarily utilized in
     connection therewith (including any and all amendments thereto including
     post-effective amendments), standby or other underwriting or selling
     agreements, instructions to its transfer agent, sales or transfer
     documentation reasonably requested by MSI that shall be necessary or
     required to implement MSI's or its assignees or investor's sale, transfer,
     pledge or hypothecation of their shares under the '33 Act, the securities
     or "blue sky" laws of the various states or the rules of any other
     governmental or governing body having jurisdiction thereover.

X.   OTHER MATERIAL TERMS AND CONDITIONS:

     A.   BOARD MEMBERS. BHL and its Chairman hereby agree that MSI shall be
          entitled to appoint one (1) member of the BHL's Board of Directors and
          BHL and its Chairman will exercise their best efforts to sponsor such
          an appointment, which shall include casting all necessary votes in
          their control for such appointment. Any such nomination and
          appointment shall be independent of, and not in any way be affected by
          MSI's advisory role as otherwise provided herein.

     B.   INDEMNITY. Because MSI will be acting on BHL's behalf, it is MSI's
          practice to receive indemnification. A copy of MSI's standard
          indemnification provisions (the "Indemnification Provisions") is
          attached to this Agreement as Exhibit A and is incorporated herein and
          made a part hereof. BHL hereby indemnifies MSI according with the
          provisions attached as Exhibit A.

     C.   CONSEQUENTIAL DAMAGES. Except as expressly provided herein, MSI and
          its affiliates shall not, by reason of the termination of this
          Agreement or otherwise, be liable to BHL or its Affiliates for any
          special, incidental, consequential or punitive damages such as, but
          not limited to, expenditures, investments or commitments made in
          connection with the efforts by BHL to acquire another entity or sell
          all or a portion of its equity to another entity.

     D.   PROVISIONS. Neither termination nor completion of this Agreement shall
          affect the provisions of this Agreement, and the Indemnification
          Provisions that are incorporated herein, both of which shall remain
          operative and in full force and effect.

     E.   ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time,
          at the request of others, execute, acknowledge and deliver to the
          other party any and all further instruments that may be reasonably
          required to give full effect and force to the provisions of this
          Agreement.

     F.   ENTIRE AGREEMENT. Each of the parties hereby covenants that this
          Agreement is intended to and does contain and embody herein all of the
          understandings and Agreements, both written or oral, of the parties
          hereby with respect to the subject matter of this Agreement, and that
          there exists no oral agreement or understanding expressed or implied
          liability, whereby the absolute, final and unconditional character and
          nature of this Agreement shall be in any way invalidated, empowered or
          affected. There are no representations, warranties or covenants other
          than those set forth herein.


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                  G.    LAWS OF THE STATE OF CALIFORNIA. This Agreement shall be
                        deemed to be made in, governed by and interpreted under
                        and construed in all respects in accordance with the
                        laws of the State of California, irrespective of the
                        country or place of domicile or residence of either
                        party. In the event of controversy arising out of the
                        interpretation, construction, performance or breach of
                        this Agreement, the parties hereby agree and consent to
                        the jurisdiction and venue of the District or County
                        Court of San Francisco County, California; or the United
                        States District Court for the District of California,
                        and further agree and consent that personal service or
                        process in any such action or proceeding outside of the
                        State of California and San Francisco County shall be
                        tantamount to service in person within San Francisco
                        County, California and shall confer personal
                        jurisdiction and venue upon either of said Courts.

                  H.    ASSIGNMENTS. The benefits of the Agreement shall inure
                        to the respective successors and assigns of the parties
                        hereto and of the indemnified practice hereunder and
                        their successors and assigns and representatives, and
                        the obligations and liabilities assumed in this
                        Agreement by the parties hereto shall be binding upon
                        their respective successors and assigns; provided that
                        the rights and obligations of BHL, under this Agreement
                        may not be assigned or delegated without the prior
                        written consent of MSI, and any such purported
                        assignment shall be null and void. Notwithstanding the
                        foregoing, MSI may assign or delegate its obligations
                        and rights under this Agreement upon five (5) days
                        written notice, to another investment banking/business
                        consulting firm of its choice in its sole discretion
                        with consent of BHL, in BHL's sole discretion.

                  I.    ORIGINALS. This Agreement may be executed in any number
                        of counterparts, each of which so executed shall be
                        deemed an original and constitute one and the same
                        Agreement. Facsimile copies with signatures shall be
                        given the same legal effect as an original.

                  J.    ADDRESSES OF PARTIES.  Each party shall at all times
                        keep the other informed of its principal place of
                        business if different from that stated herein, and
                        shall promptly notify the other of any change, giving
                        the address of the now place of business or residence.

                  K.    NOTICES. All notices that are required to be or may be
                        sent pursuant to the provision of this Agreement shall
                        be sent by certified mail, return receipt requested, or
                        by overnight package delivery service to each of the
                        parties at the address appearing herein, and shall
                        count from the date of mailing or the validated air
                        bill.

                  L.    MODIFICATION AND WAIVER. A modification or waiver of
                        any of the provisions of this Agreement shall be
                        effective only if made in writing and executed with the
                        same formality as this Agreement. The failure of any
                        party to insist upon strict performance of any of the
                        provisions of this Agreement shall not be construed as
                        a waiver of any subsequent default of the same or
                        similar nature or of any other nature.

                  M.    INJUNCTIVE RELIEF. Solely by virtue of their respective
                        execution of this Agreement and in consideration for
                        the mutual covenants of each other, BHL and MSI hereby
                        agree, consent and acknowledge that, in the event of
                        the failure by BHL to pay the



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                                 Page 10 of 12

<PAGE>   11
          consideration to MSI or in the event of a breach of any other material
          term, MSI will be without adequate remedy-at-law and shall therefore,
          be entitled to immediately redress of any material breach of this
          Agreement by temporary or permanent injunctive or mandatory relief
          obtained in an action or proceeding instituted in the District or
          County Court of San Francisco County, State of California or the
          United States District Court for the District of California without
          the necessity of proving damages and without prejudice to any other
          remedies which MSI may have at law or in equity. For the purposes of
          this Agreement, BHL, hereby agrees and consents that upon a material
          breach of this Agreement as aforesaid, in addition to any other legal
          and/or equitable remedies MSI may present a conformed copy of this
          Agreement to the aforesaid courts and shall thereby be able to obtain
          a permanent injunction enforcing this Agreement or barring enjoining
          or otherwise prohibiting BHL from circumventing the express written
          intent of the parties as enumerated in this Agreement.

     N.   ATTORNEY'S FEES. If any arbitration, litigation, action, suit, or
          other proceeding is instituted to remedy, prevent or obtain relief
          from a breach of this Agreement, in relation to a breach of this
          Agreement or pertaining to a declaration of rights under this
          Agreement, the prevailing party will recover all such party's
          attorneys' fees incurred in each and every such action, suit or other
          proceeding, including any and all appeals or petitions therefrom. As
          used in this Agreement, attorneys' fees will be deemed to be the full
          and actual cost of any legal services actually performed in
          connection with the matters involved, including those related to any
          appeal or the enforcement of any judgment calculated on the basis of
          the usual fee charged by attorneys performing such services.


                              APPROVED AND AGREED:


MACKENZIE SHEA, INC.                    BEVERLY HILLS LTD., INC.
355 Bryant Street, Suite 111            2100 Roswell Road, Suite 200C-628
San Francisco, CA 94107                 Marietta, GA 30062
Phone: 415-597-8877                     Phone: 813-908-8306
Fax:   415-597-8878                     Fax:   813-960-0270


                                             /s/ MICHAEL HANLON
-----------------------------           -----------------------------
By Robert W. Kendrick                   By Michael Hanlon
Its President                           Its Chairman




                                                   5/27/99
-----------------------------           -----------------------------
Date of execution                       Date of execution


Attachments:       Exhibit "A"     Indemnification Agreement






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                                 Page 11 of 12



<PAGE>   12
                                   EXHIBIT A

                           INDEMNIFICATION PROVISIONS

Beverly Hills Ltd., Inc. (the "Company" or "BHL") agrees to indemnify and hold
harmless Mackenzie Shea, Inc. ("MSI"), its officers, employees and authorized
agents against any and all losses, claims, damages, obligations, penalties,
judgements, awards, liabilities, costs, expenses and disbursements (incurred in
any and all actions, suits, proceedings and investigations in respect thereof
and any and all legal and other costs, expenses and disbursements in giving
testimony or furnishing documents in response to a subpoena of otherwise),
including without limitation, the costs, expenses and disbursements, as and when
incurred, of investigating, preparing or defending any such action, suit,
proceeding or investigation (whether or not in connection with any action in
which MSI is a party), directly or indirectly, caused by, relating to, based
upon, arising out of, or in connection with MSI's acting for BHL (other than
those caused by, relating to, based upon, arising out of, or in connection with
MSI's gross negligence or willful misconduct), under the Agreement dated May
______, 1999, between BHL and MSI to which these indemnification provisions are
attached and form a part (the "Agreement"). Such indemnification does not apply
to acts performed by MSI, which are in criminal in nature or a violation of law.
BHL also agrees that MSI shall not have any liability (whether direct or
indirect, in contract or tort, or otherwise) to BHL, for, or in connection with
the engagement of MSI under the Agreement, except to the extent that any such
liability resulted primarily and directly from MSI's gross negligence or willful
misconduct.

These indemnification provisions shall be in addition to any liability which BHL
may otherwise have to MSI or the persons indemnified below in this sentence and
shall extend to the following: MSI, its affiliated entities, partners,
employees, legal counsel, agents and controlling persons (within the meaning of
the federal securities laws), and the officers, directors, employees, legal
counsel, agents, and controlling persons of any of them (collectively, the "MSI
Parties"). All references to MSI in these indemnification provisions shall be
understood to include any and all of the foregoing.

If any action, suit, proceeding or investigation is connected, as to which any
of the MSI Parties propose indemnification under the Agreement, they shall
notify BHL with reasonable promptness; provided however, that any failure by the
party seeking indemnification to notify BHL shall not relieve BHL from its
obligations hereunder. The MSI Parties shall have the right to retain counsel of
their own choice (which shall be reasonably acceptable to BHL) to represent
them, and BHL shall pay fees, expenses and disbursements of such counsel; and
such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with BHL and any counsel designated by BHL. BHL
shall be liable for any settlement of any claim against the MSI Parties made
with BHL's written consent, which consent shall not be unreasonably withheld.
BHL shall not, without the prior written consent of the party seeking
indemnification, which shall not be unreasonably withheld, settle or compromise
any claim, or permit a default or consent to the entry of any judgement in
respect thereof, unless such settlement, compromise or consent includes, as an
unconditional term thereof, the giving by the claimant to the party seeking
indemnification of an unconditional release from all liability in respect of
such claim.

In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these indemnification provisions is made but it is
found in a final judgement by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express provisions hereof provide for indemnification in such case,
then BHL, on the one hand, and MSI, on the other hand, shall contribute to the
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements to which the indemnified persons may be
subject in accordance with the relative benefits received by BHL, on the one
hand, and MSI, on the other hand, and also the relative fault of BHL, on the one
hand, and MSI, in the other hand, in connection with the statements, acts or
omissions which resulted in such losses, claims, damages, obligations,
penalties, judgements, awards, liabilities, costs, expenses or disbursements and
the relevant equitable considerations shall also be considered. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from
any person who is not also found liable for such fraudulent misrepresentation.

Neither termination nor completion of the engagement of MSI referred to above
shall affect these indemnification provisions which shall then remain operative
and in full force and effect.



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