CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement (this “Agreement”)
      is
      made as of March 7, 2007 by and between Equicap, Inc., a Nevada corporation
      (the
“Company”)
      and
      Fountainhead Capital Partners Limited, an entity registered in Jersey
      (“FHCP”)
      (each
      a “Party”
and
      collectively referred to hereafter as the “Parties”).


     

    WITNESSETH:

    


    WHEREAS,
      the Company is pursuing a number of strategic options, including but not limited
      to mergers, acquisitions, exchanges and other related types of transactions
      (collectively “Strategic
      Options”).
      

     

    WHEREAS,
      to facilitate pursuing the Strategic Options, Company has used the services
      of
      FHCP to serve as the Company’s corporate strategic advisor on the terms and for
      the services specified in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the Parties, intending to be legally
      bound, hereby agree in good faith as follows:

     

    1.  Services.
      The
      services which FHCP has provided under this Agreement, include the
      following:

     

    (a)  FHCP
      to
      the extent it deems appropriate has familiarized itself with the business,
      operations, financial condition and prospects of the Company;

     

    (b)  FHCP
      has
      identified potential targets and transactions with which the Company may pursue
      Strategic Options and related transactions and has assisted in the evaluation
      of
      such potential transactions; and

     

    (c)  FHCP
      has
      assisted the Company in preparing and analyzing a broad range of other Strategic
      Options.

     

    2.  Termination.
      Either
      Party may terminate this Agreement at anytime after the Company has completed
      a
      transaction that qualifies as a Strategic Option. The termination of the
      engagement will not entitle the Company to a return of any of the consideration
      due and paid to FHCP pursuant to Section 3 of this Agreement.

     

    3.  Consideration.
      In
      consideration for FHCP providing the services set forth in Section 1 above,
      the
      Company will make a cash payment to FHCP in the amount of $450,000 on the date
      first written above. Such consideration shall be deemed fully-earned on the
      date
      of payment. 

     

    4.  Notices.
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly delivered four business days after it is sent by registered
      or certified mail, return receipt requested, postage prepaid, or one business
      day after it is sent for next business day delivery via a reputable nationwide
      overnight courier service, in each case to the intended recipient as set forth
      below:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              If
                to FHCP:

               

              Fountainhead
                Capital Partners Limited

              Portman
                House

              Hue
                Street, St. Helier

              Jersey
                JE4 5RP

              Attention:
                Richard Breeze

            	 	 
	 	 	 
	
              If
                to the Company:

               

              Equicap,
                Inc.

              5528
                Westcott Circle

              Frederick,
                MD 21703

              Attention:
                Thomas W. Colligan

            	 	
              Copy
                to:

              Law
                Offices of Robert Diener

              122
                Ocean Park Boulevard

              Suite
                307

              Santa
                Monica, California 90405

              Facsimile:
                (310) 362-8887

              Attention:
                Robert Diener

            


    

    


    Any
      Party
      may give any notice, request, demand, claim or other communication hereunder
      using any other means (including personal delivery, expedited courier, messenger
      service, telecopy, telex, ordinary mail or electronic mail), but no such notice,
      request, demand, claim or other communication shall be deemed to have been
      duly
      given unless and until it actually is received by the party for whom it is
      intended. Any party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving the
      other party notice in the manner herein set forth.

    


    5.  Miscellaneous.

     

    (a)  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Parties and supersedes
      any
      prior understandings, agreements or representations by or among the Parties,
      written or oral, with respect to the subject matter hereof.

     

    (b)  Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of its rights, interests or obligations
      hereunder without the prior written approval of the other party.

     

    (c)  Counterparts
      and Facsimile Signature.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. This Agreement may be executed by facsimile signature.

     

    (d)  Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (e)  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of laws of any jurisdictions
      other than those of the State of New York. The prevailing party in any action
      to
      enforce this Agreement shall be entitled to recover its costs and expenses
      related to such action, including reasonable attorneys’ fees.

     

    
      
         

      

      
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    (f)  Amendments
      and Waivers.
      The
      Parties may mutually amend any provision of this Agreement at any time. No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Parties. No waiver of any right or remedy
      hereunder shall be valid unless the same shall be in writing and signed by
      the
      party giving such waiver. No waiver by any party with respect to any default,
      misrepresentation or breach of warranty or covenant hereunder shall be deemed
      to
      extend to any prior or subsequent default, misrepresentation or breach of
      warranty or covenant hereunder or affect in any way any rights arising by virtue
      of any prior or subsequent such occurrence.

     

    (g)  Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      Parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.

     

    (h)  Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      Parties to express their mutual intent, and no rule of strict construction
      shall
      be applied against any party. Any reference to any federal, state, local or
      foreign statute or law shall be deemed also to refer to all rules and
      regulations promulgated thereunder, unless the context requires
      otherwise.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as an
      instrument under seal as of the date first written above. 

     

    
      
        	Fountainhead
                Capital Partners Limited	 	Equicap,
                Inc.
	 	 	 	 
	 	 	 	 
	By:	 	By:	 
	
                
                  

                

                Name: Robert
                  L. B. Diener

                Title: Attorney-in-Fact

              	 	 	
                
                  
Name:
                  Thomas W. Colligan

                Title:
                  President

              


      

       

    

    
      
         

      

      
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