NON-EXCLUSIVE FINDER'S AGREEMENT

This Finder's Agreement (this "Agreement") is made as of August 11, 2004,
between VitroTech Corporation, a Nevada corporation (the "Company"), and The
Shemano Group, Inc., a California corporation (the "Finder"). The Finder and the
Company agree:

      1.    Engagement of Finder: The Company hereby engages the Finder, and the
            Finder hereby accepts such engagement, to act as the Company's
            non-exclusive finder with respect to sales by the Company in a
            private placement transaction (the "Offering) of up to $8 million
            aggregate principal amount of Equity, Equity-Related or Debt
            Securities ("Securities") of the Company to the investors during the
            term of this Agreement as set forth in Section 5.

      2.    Offering Procedures: The Finder will introduce the Company to
            investors who the Finder reasonably believes to be "accredited
            investors," as that term is defined in Rule 501 of Regulation D
            promulgated under the Securities Act of 1933, as amended (the "1933
            Act"), with whom the Finder has a pre-existing substantive
            relationship (the "Offerees").

      3.    Finder's Compensation: In consideration for the services rendered by
            the Finder hereunder, the Company shall pay to the Finder, or cause
            the Finder to be paid, compensation as provided in this section
            within 3 days of the Company's receipt of funds from the Offerees.

                  a.    Cash Compensation: The Company shall pay to the Finder
                        cash compensation equal to eight percent (8%) of the
                        gross Offering funds received in the Offering.

                  b.    Warrants: The Finder shall receive 3% warrant
                        compensation. The warrant calculation translates to
                        30,000 warrants per $1 million raised. The warrant's
                        strike shall equal the strike, expiration and
                        registration rights of any warrants sold to Offerees in
                        the Offering, and if the Offering does not provide for
                        the issuance of warrants, then the warrants issued to
                        the Finder shall have a strike price equal to the
                        Offering price of any Equity or Equity-Related
                        Securities sold, have a five-year term and cashless
                        exercise after one year if the underlying shares are not
                        then registered. The warrant shares shall be subject to
                        equitable adjustment for stock splits, stock dividends
                        and similar events. The warrant shares shall have
                        "piggyback" registration rights.

                        For purposes of determining the Finder's compensation
                        under this Section 3, the gross offering funds received
                        in the Offering(s) shall include any amounts paid to the
                        Company by investors in respect to an exercise or
                        conversion of any of the Securities or Warrants,
                        including the value allocated to any securities not
                        issued pursuant to a "cashless exercise" or similar
                        provision, whenever actually received by the Company.


<PAGE>


      4.    Certain Matters Relating to Finder's Duties:

                  a.    The Finder's responsibilities shall be limited to
                        introducing potential investors to the Company, and the
                        Finder shall not have authority to offer or sell the
                        Securities to any potential investor. Finder shall not
                        use any general solicitation or general advertising
                        within the meaning of the applicable securities laws in
                        connection with any offering. The finder shall have no
                        responsibility to participate or assist in any
                        negotiations between any potential investor and the
                        Company. The Finder will have no responsibility to act,
                        and the parties contemplate that the Finder will not
                        act, as a broker or dealer with respect to the offer or
                        sale of the Securities. Further, the finder shall have
                        no responsibly for fulfilling any SEC reporting or
                        filing requirements as relates to the Company provided
                        however, Finder agrees to provide Company with
                        reasonable assistance related to any registration,
                        qualification or other requirements of applicable
                        securities laws and other regulatory matters, upon
                        request of the Company.

                  b.    The Finder agrees to introduce the Company to Offerees
                        only in states in which the Finder has been advised by
                        the Company that offers and sales of Securities can be
                        legally made by the Company.

                  c.    The Finder shall perform its duties under this Agreement
                        in a manner consistent with the instructions of the
                        Company. Such performance shall include, but not be
                        limited to, the delivery to each Offeree a current copy
                        of the Private Placement Memorandum, Subscription
                        Agreement and any Offering Questionnaire and/or similar
                        documents provided to the Finder by the Company, as such
                        documents may be amended from time to time by the
                        Company and delivered to the Finder. The finder shall
                        consecutively number each copy of the Private Placement
                        Memorandum (which will include the first letter of the
                        Finder's name or other identifying mark sufficient to
                        designate an Offeree introduced by the Finder); keep a
                        log of when and to whom each copy of the Private
                        Placement Memorandum is given, with the Private
                        Placement Memorandum, numbers; maintain a copy of any
                        written information the Finder obtains regarding the
                        suitability of each Offeree; and only use the Private
                        Placement Memorandum in introducing Offerees to the
                        Company. The finder shall provide this log and all such
                        written information to the Company at any time and
                        promptly upon request of the Company at the termination
                        of this Agreement. The Company shall, promptly following
                        execution of this Agreement and from time to time during
                        the term of this Agreement, provide the Finder with a
                        written list of prospective Offerees which the Company
                        does not want the Finder to contact. The Finder agrees
                        to not contact the persons on such list, as supplemented
                        from time to time and the Finder shall not be entitled
                        to the compensation set forth in Section 3 with respect
                        to any investment made by such person in the Company's
                        Securities.

                                       2
<PAGE>

                  d.    The Finder is and will hereafter act a an independent
                        contractor and not as an employee of the Company and
                        nothing in this Agreement shall be interpreted or
                        construed to create any employment, partnership, joint
                        venture, or other relationship between the Finder and
                        the Company. The Finder will not hold itself out as
                        having, and will not state to any person that the Finder
                        has, any relationship with the Company other than as an
                        independent contractor. The Finder shall have no right
                        or power to find or create any liability or obligation
                        for or in the name of the Company or to sign any
                        documents on behalf of the Company.

      5.    Termination of Agreement. Either party may terminate this Agreement
            by notifying the other party in writing upon a material breach by
            the other party, unless such breach is curable and is in fact cured
            within 15 days after such notice. This Agreement will otherwise
            terminate upon completion or termination of the Offering. The
            Company may terminate this Agreement following ninety (90) days
            after the date hereof upon written notice. Notwithstanding the
            foregoing, all provisions of this Agreement other than section 1, 2
            and 4 shall survive the termination of this Agreement with respect
            to Offerees who the Finder introduces to the Company prior to any
            termination with respect to the Offering. The Finder shall be
            entitled to compensation under section 3 based on investments made
            by such Offerees prior to the termination of this Agreement or at
            any time within one year thereafter.

      6.    Indemnification. The Company and the Finder each shall indemnify and
            defend the other and the other's affiliates, directors, officers,
            employees, agents, consultants, attorneys, accountants and other
            representatives (each an "Indemnified Persons") and shall hold each
            Indemnified Person harmless, to the fullest extent permitted by law,
            from and against any and all claims, liabilities, losses, damages
            and expenses (including reasonable attorney's fees and costs), as
            they are incurred, in connection with the Offering, resulting from
            the indemnifying party's negligence, bad faith or willful misconduct
            in connection with the Offering, any violation by the indemnifying
            party (not caused by an Indemnified Person) of Federal or state
            securities laws in connection with the Offering, or any breach by
            the indemnifying party of this Agreement. In case any litigation or
            proceeding shall be brought against any Indemnified Person under
            this section, the indemnifying party shall be entitled to assume the
            defense of such litigation or proceeding with counsel of the
            indemnifying party's choice at its expense (in which case the
            indemnifying party shall not be responsible for the fees and
            expenses of any separate counsel retained by such Indemnified
            Person, except in the limited circumstances described below in this
            section); provided, however, that such counsel shall be reasonably
            satisfactory to the Indemnified Person. Notwithstanding the
            indemnifying party's election to assume the defense of such
            litigation or proceeding (a) such Indemnified Person shall have the
            right to employ separate counsel and to participate in the defense
            of such litigation or proceeding, and (b) the indemnifying party
            shall bear the reasonable fees, costs and expenses of separate
            counsel if (but only if) the use of counsel selected by the
            indemnifying party to represent such Indemnified Person would
            present such counsel with a conflict of interest under applicable
            laws or rules of professional conduct.

                                       3
<PAGE>

      7.    Confidentiality of Offeree Information. The Company acknowledges
            that the identity of the Offerees, and all confidential information
            about Offerees received by the Company from an Offeree or the
            Finder, is confidential information of the Finder and may not be
            shared with any other person without the consent of the Finder.

      8.    Notices. Any notice, consent, authorization or other communication
            to be given hereunder shall be in writing and shall be deemed duly
            given and received when delivered personally, when transmitted by
            fax, three days after being mailed by first class mail, or one day
            after being sent by a nationally recognized overnight delivery
            service, charges and postage prepaid, properly addressed to the
            party to receive such notice, at the following address or fax number
            for such party (or such other address or fax number as shall
            hereafter be specified by such party by like notice):

                  a.    If to the Company, to:
                        Jess Rae Booth
                        Chairman and CEO
                        5 Hutton Centre Drive
                        Suite 700
                        Santa Ana, CA 92707
                        Phone: (714)708-4700
                        E-Mail: jess.booth@vitroco.com

                  b.    If to the Finder, to:

                        Bill  Corbett
                        CEO
                        601   California Street
                        Suite 1150
                        San   Francisco, CA 94108
                        Phone: (415)274-3200
                        Fax:  (415)274-3238
                        E-Mail: bcorbett@shemano.com

      9.    Company to Control Transactions. The prices, terms and conditions
            under which the Company shall offer or sell any Securities shall be
            determined by the Company in its sole discretion. The Company shall
            have the authority to control all discussions and negotiations
            regarding any proposed or actual offering or sale of Securities.
            Nothing in this Agreement shall obligate the Company to actually
            offer or sell any Securities or consummate any transaction. The
            Company may terminate any negotiations or discussions at any time
            and reserve the right not to proceed with any offering or sale of
            Securities. Compensation pursuant to this Agreement shall only be
            paid to the Finder in the event of an actual Closing of Offering to
            an Offeree introduced by Finder.

                                       4
<PAGE>

      10.   Confidentiality of Company Information. The Finder, and its
            officers, directors, employees and agents shall maintain in strict
            confidence and not copy, disclose or transfer to any other party (1)
            all confidential business and financial information regarding the
            Company and its affiliates, including without limitation,
            projections, business plans, marketing plans, product development
            plans, pricing, costs, customer, vendor and supplier lists and
            identification, channels of distribution, and terms of
            identification or proposed or actual contracts and (2) all
            confidential technology of the Company. In furtherance of the
            foregoing, the Finder agrees that it shall not transfer, transmit,
            distribute, download or communicate, in any electronic, digitized or
            other form or media, any of the confidential technology of the
            Company. The foregoing is not intended to preclude the Finder from
            utilizing, subject to the terms and conditions of this Agreement,
            the Private Placement Memorandum and/or other documents prepared or
            approved by the Company for use in the Offering.

            All communications regarding any possible transactions, requests for
            due diligence or other information, requests for facility tours,
            product demonstrations or management meetings, will be submitted or
            directed to the Company, and the Finder shall not contact any
            employees, customers, suppliers or contractors of the Company or its
            affiliates without express permission. Nothing in this Agreement
            shall constitute a grant of authority to the Finder or any
            representatives thereof to remove, examine or copy any particular
            document or types of information regarding the Company, and the
            Company shall retain control over the particular documents or items
            to be provided, examined or copied. If the Offering is not
            consummated, or if at any time the Company so requests, the Finder
            and its representatives will return to the Company all copies of
            information regarding the Company in their possession.

            The provisions of this Section shall survive any termination of this
            Agreement.

      11.   Press Releases, Etc. The Company shall control all press releases or
            announcements to the public, the media or the industry regarding any
            offering, placements, transaction or business relationship involving
            the Company or its affiliates. Except for communication to Offerees
            in furtherance of this Agreement and the provision of the Private
            Placement Memorandum, the Finder will not disclose the fact that
            discussions or negotiations are taking place concerning a possible
            transaction involving the Company, or the status or terms and
            conditions thereof. Notwithstanding the foregoing, the Company
            agrees to issue a press release prior to the opening of the market
            on the business day following the Company's receipt of executed
            agreements binding Offerees to purchase Securities in at least the
            amount of the minimum Offering (if there is any such minimum)
            setting forth the material terms of the Offering.

                                       5
<PAGE>

      12.   Due Diligence: Neither the Company, nor any of its directors,
            officers or shareholders, should, in any way rely on the Finder to
            perform any due diligence with respect to the Company. It is
            expressly understood and agreed that to the extent due diligence is
            conducted; it will be conducted by the investors.

      13.   Expenses, Etc. The compensation described in Section 3 of this
            Agreement shall be the Finder's sole compensation for all of its
            services and efforts to the Company and its affiliates, in
            connection with ay offering or placement of Securities. However,
            while the Finder shall pay all of its own costs and expenses
            exceeding ten thousand ($10,000) in carrying out its activities
            hereunder; the Company will reimburse the Finder for the first
            $10,000 of aforementioned expenses after they have been incurred by
            the Finder, and an itemized accounting has been provided to the
            Company. The Company further agrees to reimburse the Finder a flat
            fee of $25,000 for legal expenses. The Finder shall be exclusively
            responsible for any compensation, fees, commissions or payments of
            its employees, agents, representatives, co-finders or other persons
            or entities of utilized by it in connection with it's activities on
            behalf of the Company, and the Finder will indemnify and hold
            harmless the Company and its affiliates from the claims of any such
            persons or entities.

      14.   Compliance with Laws. The Finder represents and warrants that it is
            a duly registered broker/dealer and in good standing with the SEC,
            NASD and the State of California and has and shall maintain such
            registrations as well as all other necessary licenses and permits to
            conduct its activities under this Agreement, which is shall conduct
            in compliance with applicable federal and state laws relating to a
            private placement under Regulation D of the 1933 Act. The Finder
            represents that it is not a party to any other agreement which would
            conflict with or interfere with the terms and conditions of this
            Agreement.

      15.   Assignment Prohibited. No assignment of this Agreement shall be made
            without the prior written consent of the other party.

      16.   Amendments. Neither party may amend this Agreement or rescind any of
            its existing provisions without the prior written consent of the
            other party.

      17.   Governing Law. This Agreement shall be deemed to have been made in
            the State of California and shall be construed and the rights and
            liabilities determined, in accordance with the law of the State of
            California, without regard to the conflicts of laws rules of such
            jurisdiction.

      18.   Waiver. Neither Finder's nor the Company's failure to insist at any
            time upon strict compliance with this Agreement or any of its terms
            nor any continued course of such conduct on their part shall
            constitute or be considered a waiver by Finder or the Company of any
            of their respective rights or privileges under this Agreement.

                                       6
<PAGE>

      19.   Severability. If any provision herein is or should become
            inconsistent with any present or future law, rule or regulation of
            any sovereign government or regulatory body having jurisdiction over
            the subject matter of this Agreement, such provision shall be deemed
            to be rescinded or modified in accordance with such law, rule or
            regulation. In all other respects, this Agreement shall continue to
            remain in full force and effect.

      20.   Counterparts. This Agreement may be executed in one or more
            counterparts, each of which shall be deemed an original, and will
            become effective and binding upon the parties at such time as all of
            the signatories hereto have signed a counterpart of this Agreement.
            All counterparts so executed shall constitute one Agreement binding
            on all of the parties hereto, notwithstanding that all the parties
            are not signatory to the same counterpart. Each of the parties
            hereto shall sign a sufficient number of counterparts so that each
            party will receive a fully executed original of this Agreement.

      21.   Entire Agreement. This Agreement and all other agreements and
            documents referred herein constitutes the entire agreement between
            Company and the Finder. No other agreements, covenants,
            representations or warranties, express or implied, oral or written,
            have been made by any party hereto to any other party concerning the
            subject matter hereof. All prior and contemporaneous conversations,
            negotiations, possible and alleged agreements, representations,
            covenants and warranties concerning the subject matter hereof are
            merged herein. This is an integrated Agreement.

      22.   Arbitration. The parties agree that this Agreement and all
            controversies which may arise between the Finder and the Company,
            whether occurring prior, on or subsequent to the date of this
            Agreement, will be determined by arbitration. The parties understand
            that:

                  a.    Arbitration is final and binding on the parties

                  b.    The parties are waiving their right to seek remedies in
                        court, including the right to a jury trial

                  c.    Pre-arbitration discovery is generally more limited than
                        a different from court proceedings.

                  d.    The arbitrators' award is not required to include
                        factual findings or legal reasoning and any party's
                        right to appeal or to seek modification or rulings by
                        the arbitrators is strictly limited.

                  e.    The panel of arbitrators will typically include a
                        minority of arbitrators who were or are affiliated with
                        the securities industry.

                                       7
<PAGE>


            The parties agree that any arbitration under this Agreement will be
            held at the facilities of and before Arbitration Panel appointed by
            the National Association of Securities Dealers, Inc. ("NASD"), or if
            the NASD refuses to accept jurisdiction, then before JAMS/ENDISPUTE
            in San Francisco, California. The award of the arbitrators, or of
            the majority of them, will be final, and judgments upon the award
            may be entered in any court, state or federal, having jurisdiction.
            The parties hereby submit themselves and their personal
            representatives to the jurisdiction of any state or federal court
            for the purpose of such arbitration and entering such judgment.

                  Any forbearance to enforce an agreement to arbitrate will not
            constitute a waiver of any rights under this Agreement except to the
            extent stated herein.

                  THIS AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE
            CONTAINTED IN PARAGRAPH 22 OF THIS AGREEMENT



                                         The Shemano Group, Inc. (the "Finder")


                                         By:
                                            -----------------------------------
                                         Bill Corbett
                                         Title: CEO



                                         VitroTech Corporation (the "Company")


                                         By:
                                            -----------------------------------
                                         Jess Rae Booth
                                         Title: Chairman and CEO


                                       8