Exhibit 10.10


    PLACEMENT
      AGENT AGREEMENT

     

    Dated
      as
      of: March 6, 2006

     

    The
      undersigned, Getting Ready Corporation, a Florida corporation (the “COMPANY”),
      hereby agrees with Instream Partners LLC, a California limited liability company
      (the “PLACEMENT AGENT”) and Dutchess Private Equities Fund, L.P., a Delaware
      limited partnership (the “INVESTOR”) as follows:

     

    1. OFFERING.
      The Company hereby engages the Placement Agent to act as its exclusive placement
      agent in connection with the Investment Agreement dated March 6, 2006 (the
      “INVESTMENT AGREEMENT”) pursuant to which the Company shall issue and sell to
      the Investor, from time to time, and the Investor shall purchase from the
      Company (the “OFFERING”) up to Twenty-Five Million Dollars ($25,000,000) of the
      Company’s Common Stock (the “COMMITMENT AMOUNT”), par value $0.0001 per share
      (the “COMMON STOCK”), at price per share equal to the Purchase Price, as that
      term is defined in the Investment Agreement. Pursuant to the terms hereof,
      the
      Placement Agent shall render consulting services to the Company with respect
      to
      the Investment Agreement and shall be available for consultation in connection
      with the advances to be requested by the Company pursuant to the Investment
      Agreement. All capitalized terms used herein and not otherwise defined herein
      shall have the same meaning ascribed to them as in the Investment Agreement.
      The
      Investor will be granted certain registration rights with respect to the Common
      Stock as more fully set forth in a Registration Rights Agreement between the
      Company and the Investor dated March 6, 2006 (the “REGISTRATION RIGHTS
      AGREEMENT”). The documents to be executed and delivered in connection with the
      Offering, including, but not limited, to this Agreement, the Investment
      Agreement, and the Registration Rights Agreement, and any Prospectus or other
      disclosure document ( including all amendments and supplements ) utilized in
      connection with the Offering are referred to sometimes hereinafter collectively
      as the “OFFERING MATERIALS.” The Company’s Common Stock is sometimes referred to
      hereinafter as the “SECURITIES.” The Placement Agent shall not be obligated to
      sell any Securities and this Offering by the Placement Agent shall be solely
      on
      a “best efforts basis.”

     

    2. REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

     

    
      	 	
              A.

            	
              The
                Placement Agent represents, warrants and covenants as
                follows:

            


    

     

    (i) The
      Placement Agent has the necessary power to enter into this Agreement and to
      consummate the transactions contemplated hereby.

     

    (ii) The
      execution and delivery by the Placement Agent of this Agreement and the
      consummation of the transactions contemplated herein will not result in any
      violation of, or be in conflict with, or constitute a default under, any
      agreement or instrument to which the Placement Agent is a party or by which
      the
      Placement Agent or its properties are bound, or any judgment, decree, order
      or,
      to the Placement Agent’s knowledge, any statute, rule or regulation applicable
      to the Placement Agent. This Agreement when executed and delivered by the
      Placement Agent, will constitute the legal, valid and binding obligations of
      the
      Placement Agent, enforceable in accordance with their respective terms, except
      to the extent that (a) the enforceability hereof or thereof may be limited
      by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from time
      to
      time in effect and affecting the rights of creditors generally, (b) the
      enforceability hereof or thereof is subject to general principles of equity,
      or
      (c) the indemnification provisions hereof or thereof may be held to be in
      violation of public policy.

     

    (iii) Upon
      receipt and execution of this Agreement the Placement Agent will promptly
      forward copies of this Agreement to the Company or its counsel and the Investor
      or its counsel.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iv) The
      Placement Agent will not take any action that it reasonably believes would
      cause
      the Offering to violate the provisions of the Securities Act of 1933, as amended
      (the “1933 ACT”), the Securities Exchange Act of 1934 (the “1934 ACT”), the
      respective rules and regulations promulgated there under (the “RULES AND
      REGULATIONS”) or applicable “Blue Sky” laws of any state or
      jurisdiction.

     

    (v) The
      Placement Agent will use all reasonable efforts to determine (a) whether the
      Investor is an Accredited Investor and (b) that any information furnished by
      the
      Investor is true and accurate. The Placement Agent shall have no obligation
      to
      insure that (x) any check, note, draft or other means of payment for the Common
      Stock will be honored, paid or enforceable against the Investor in accordance
      with its terms, or (y) subject to the performance of the Placement Agent’s
      obligations and the accuracy of the Placement Agent’s representations and
      warranties hereunder, (1) the Offering is exempt from the registration
      requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the
      Investor is an Accredited Investor.

     

    (vi) The
      Placement Agent is a member of the National Association of Securities Dealers,
      Inc., and is a broker-dealer registered as such under the 1934 Act and under
      the
      securities laws of the states in which the Securities will be offered or sold
      by
      the Placement Agent unless an exemption for such state registration is available
      to the Placement Agent. The Placement Agent is in compliance with all material
      rules and regulations applicable to the Placement Agent generally and applicable
      to the Placement Agent’s participation in the Offering. 

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

     

    
      	 	
              A.

            	
              The
                Company makes to the Placement Agent all the representations and
                warranties it makes to the Investor in the Investment Agreement and,
                in
                addition, represents and warrants as follows:


            


    

     

    (i) The
      execution, delivery and performance of each of this Agreement, the Investment
      Agreement and the Registration Rights Agreement has been or will be duly and
      validly authorized by the Company and is, and with respect to this Agreement,
      the Investment Agreement and the Registration Rights Agreement will each be,
      a
      valid and binding agreement of the Company, enforceable in accordance with
      its
      respective terms, except to the extent that (a) the enforceability hereof or
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      similar laws from time to time in effect and affecting the rights of creditors
      generally, (b) the enforceability hereof or thereof is subject to general
      principles of equity or (c) the indemnification provisions hereof or thereof
      may
      be held to be in violation of public policy. The Securities to be issued
      pursuant to the transactions contemplated by this Agreement and the Investment
      Agreement have been (A) duly authorized and, when issued and paid for in
      accordance with this Agreement and the Investment Agreement will be fully paid
      and non-assessable; and (B) issued in compliance with all federal and state
      securities laws and were not issued in violation of any preemptive right, resale
      right, right of first refusal or similar right. All corporate action required
      to
      be taken for the authorization, issuance and sale of the Securities has been
      duly and validly taken by the Company. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii) The
      Company has a duly authorized, issued and outstanding capitalization as set
      forth herein and in the Investment Agreement. The Company is not a party to
      or
      bound by any instrument, agreement or other arrangement providing for it to
      issue any capital stock, rights, warrants, options or other securities, except
      for this Agreement, the agreements described herein and as described in the
      Investment Agreement, dated the date hereof and the agreements described
      therein. All issued and outstanding securities of the Company, have been duly
      authorized and validly issued and are fully paid and non-assessable; the holders
      thereof have no rights of rescission or preemptive rights with respect thereto
      and are not subject to personal liability solely by reason of being security
      holders; and none of such securities were issued in violation of the preemptive
      rights of any holders of any security of the Company. As of the date hereof,
      the
      authorized capital stock of the Company consists of 499,000,000 shares of Common
      Stock, par value $0.0001 per share of which 72,779.918 shares are issued and
      outstanding.

     

    (iii) The
      Common Stock to be issued in accordance with this Agreement and the Investment
      Agreement has been duly authorized and when issued and paid for in accordance
      with this Agreement, the Investment Agreement and the certificates/instruments
      representing such Common Stock, will be validly issued, fully-paid and
      non-assessable; the holders thereof will not be subject to personal liability
      solely by reason of being such holders; such Securities are not and will not
      be
      subject to the preemptive rights of any holder of any security of the
      Company.

     

    4. REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE INVESTOR.

     

    
      	 	
              A.

            	
              The
                Investor makes to the Placement Agent all the representations and
                warranties it makes to the Company in the Investment Agreement and,
                in
                addition represents, warrants and covenants as
                follows:

            


    

     

    (i) The
      Investor has the necessary power to enter into this Agreement and to consummate
      the transactions contemplated hereby.

     

    (ii) The
      execution and delivery by the Investor of this Agreement and the consummation
      of
      the transactions contemplated herein will not result in any violation of, or
      be
      in conflict with, or constitute a default under, any agreement or instrument
      to
      which the Investor is a party or by which the Investor or its properties are
      bound, or any judgment, decree, order or, to the Investor’s knowledge, any
      statute, rule or regulation applicable to the Investor. This Agreement when
      executed and delivered by the Investor, will constitute the legal, valid and
      binding obligations of the Investor, enforceable in accordance with their
      respective terms, except to the extent that (a) the enforceability hereof or
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      similar laws from time to time in effect and affecting the rights of creditors
      generally, (b) the enforceability hereof or thereof is subject to general
      principles of equity, or (c) the indemnification provisions hereof or thereof
      may be held to be in violation of public policy.

     

    (iii)
      the
      Investor is not, and will not be, as a result of the transactions contemplated
      by the Offering Materials a “dealer” within the meaning of the Securities
      Exchange Act of 1934 and applicable federal and state securities laws and
      regulations. The Investor covenants that in this respect it is and will remain
      in compliance with the requirements of applicable “no action” rulings of the
      U.S. Securities Exchange Commission.

     

    (iv) The
      Investor will promptly forward copies of any and all due diligence
      questionnaires compiled by the Investor to the Placement Agent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. CERTAIN
      COVENANTS AND AGREEMENTS OF THE COMPANY.

     

    The
      Company covenants and agrees at its expense and without any expense to the
      Placement Agent as follows: 

     

    
      	 	
              A.

            	
              To
                advise the Placement Agent of any material adverse change in the
                Company’s
                financial condition, prospects or business or of any development
                materially affecting the Company or rendering untrue or misleading
                any
                material statement in the Offering Materials occurring at any time
                as soon
                as the Company is either informed or becomes aware
                thereof.

            


    

     

    
      	 	
              B.

            	
              To
                use its commercially reasonable efforts to cause the Common Stock
                issuable
                in connection with the Equity Line of Credit to be qualified or registered
                for sale on terms consistent with those stated in the Registration
                Rights
                Agreement and under the securities laws of such jurisdictions as
                the
                Placement Agent or the Investor shall reasonably request. Qualification,
                registration and exemption charges and fees shall be at the sole
                cost and
                expense of the Company.

            


    

     

    
      	 	
              C.

            	
              Upon
                written request, to provide and continue to provide the Placement
                Agent
                and the Investor copies of all quarterly financial statements and
                audited
                annual financial statements prepared by or on behalf of the Company,
                other
                reports prepared by or on behalf of the Company for public disclosure
                and
                all documents delivered to the Company’s
                stockholders.

            


    

     

    
      	 	
              D.

            	
              To
                deliver, during the registration period of the Investment Agreement,
                to
                the Placement Agent upon the Placement Agent’s
                request,

            


    

     

    (i) within
      forty five (45) days after the expiration of the relevant period, a statement
      of
      its income for each such quarterly period, and its balance sheet and a statement
      of changes in stockholders’ equity as of the end of such quarterly period, all
      in reasonable detail, certified by its principal financial or accounting
      officer; 

     

    (ii) within
      ninety (90) days after the close of each fiscal year, its balance sheet as
      of
      the close of such fiscal year, together with a statement of income, a statement
      of changes in stockholders’ equity and a statement of cash flow for such fiscal
      year, such balance sheet, statement of income, statement of changes in
      stockholders’ equity and statement of cash flow to be in reasonable detail and
      accompanied by a copy of the certificate or report thereon of independent
      auditors if audited financial statements are prepared; and

     

    (iii) a
      copy of
      all documents, reports and information furnished to its stockholders at the
      time
      that such documents, reports and information are furnished to its stockholders.
      

     

    (iv) a
      copy of
      all documents, reports and information furnished to the Investor at the time
      that such documents, reports and information are furnished to the
      Investor.

     

    
      	 	
              E.

            	
              To
                comply with the terms of the Offering
                Materials.

            


    

     

    
      	 	
              F.

            	
              To
                ensure that any transactions between or among the Company, or any
                of its
                officers, directors and affiliates be on terms and conditions that
                are no
                less favorable to the Company, than the terms and conditions that
                would be
                available in an “arm’s length” transaction with an independent third
                party.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. INDEMNIFICATION.

     

    
      	 	
              A.

            	
              The
                Company hereby agrees that it will indemnify and hold the Placement
                Agent
                and each officer, director, shareholder, employee or representative
                of the
                Placement Agent and each person controlling, controlled by or under
                common
                control with the Placement Agent within the meaning of Section 15
                of the
                1933 Act or Section 20 of the 1934 Act or the SEC’s Rules and Regulations
                promulgated there under (the “Rules and Regulations”), harmless from and
                against any and all loss, claim, damage, liability, cost or expense
                whatsoever (including, but not limited to, any and all reasonable
                legal
                fees and other expenses and disbursements incurred in connection
                with
                investigating, preparing to defend or defending any action, suit
                or
                proceeding, including any inquiry or investigation, commenced or
                threatened, or any claim whatsoever or in appearing or preparing
                for
                appearance as a witness in any action, suit or proceeding, including
                any
                inquiry, investigation or pretrial proceeding such as a deposition)
                to
                which the Placement Agent or such indemnified person of the Placement
                Agent may become subject under the 1933 Act, the 1934 Act, the Rules
                and
                Regulations, or any other federal or state law or regulation, common
                law
                or otherwise, arising out of or based upon (i) any untrue statement
                or
                alleged untrue statement of a material fact contained in (a) Section
                3 or
                4 of this Agreement, (b) the Offering Materials including the offering
                memorandum, and any slides, videos, films and tape recordings pertaining
                to the offering (except those written statements relating to the
                Placement
                Agent given by an indemnified person for inclusion therein), (c)
                any
                application or other document or written communication executed by
                the
                Company or based upon written information furnished by the Company
                filed
                in any jurisdiction in order to qualify the Common Stock under the
                securities laws thereof, or any state securities commission or agency;
                (ii) the omission or alleged omission from documents described in
                clauses
                (a), (b) or (c) above of a material fact required to be stated therein
                or
                necessary to make the statements therein not misleading; or (iii)
                the
                breach of any representation, warranty, covenant or agreement made
                by the
                Company in this Agreement. The Company further agrees that upon demand
                by
                an indemnified person, at any time or from time to time, it will
                promptly
                reimburse such indemnified person for any loss, claim, damage, liability,
                cost or expense actually and reasonably paid by the indemnified person
                as
                to which the Company has indemnified such person pursuant hereto.
                Notwithstanding the foregoing provisions of this Paragraph 6(A),
                any such
                payment or reimbursement by the Company of fees, expenses or disbursements
                incurred by an indemnified person in any proceeding in which a final
                judgment by a court of competent jurisdiction (after all appeals
                or the
                expiration of time to appeal) is entered against the Placement Agent
                or
                such indemnified person based upon specific finding of fact as to
                the
                Placement Agent or such indemnified person’s gross negligence or willful
                misfeasance will be promptly repaid to the
                Company.

            


    

     

    
      	 	
              B.

            	
              The
                Placement Agent hereby agrees that it will indemnify and hold the
                Company
                and each officer, director, shareholder, employee or representative
                of the
                Company, and each person controlling, controlled by or under common
                control with the Company within the meaning of Section 15 of the
                1933 Act
                or Section 20 of the 1934 Act or the Rules and Regulations, harmless
                from
                and against any and all loss, claim, damage, liability, cost or expense
                whatsoever (including, but not limited to, any and all reasonable
                legal
                fees and other expenses and disbursements incurred in connection
                with
                investigating, preparing to defend or defending any action, suit
                or
                proceeding, including any inquiry or investigation, commenced or
                threatened, or any claim whatsoever or in appearing or preparing
                for
                appearance as a witness in any action, suit or proceeding, including
                any
                inquiry, investigation or pretrial proceeding such as a deposition)
                to
                which the Company or such indemnified person of the Company may become
                subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
                or
                any other federal or state law or regulation, common law or otherwise,
                arising out of or based upon (i) the conduct of the Placement Agent
                or its
                officers, employees or representatives in willful violation of any
                of such
                laws and regulations while acting as Placement Agent for the Offering
                or
                (ii) the material breach of any representation, warranty, covenant
                or
                agreement made by the Placement Agent in this Agreement (iii) any
                materially false or misleading information provided to the Company
                by one
                of the Placement Agent’s indemnified
                persons.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              C.

            	
              The
                Investor hereby agrees that it will indemnify and hold the Placement
                Agent
                and each officer, director, shareholder, employee or representative
                of the
                Placement Agent, and each person controlling, controlled by or under
                common control with the Placement Agent within the meaning of Section
                15
                of the 1933 Act or Section 20 of the 1934 Act or the Rules and
                Regulations, harmless from and against any and all loss, claim, damage,
                liability, cost or expense whatsoever (including, but not limited
                to, any
                and all reasonable legal fees and other expenses and disbursements
                incurred in connection with investigating, preparing to defend or
                defending any action, suit or proceeding, including any inquiry or
                investigation, commenced or threatened, or any claim whatsoever or
                in
                appearing or preparing for appearance as a witness in any action,
                suit or
                proceeding, including any inquiry, investigation or pretrial proceeding
                such as a deposition) to which the Placement Agent or such indemnified
                person of the Placement Agent may become subject under the 1933 Act,
                the
                1934 Act, the Rules and Regulations, or any other federal or state
                law or
                regulation, common law or otherwise, arising out of or based upon
                (i) the
                conduct of the Investor or its officers, employees or representatives
                in
                its acting as the Investor for the Offering or (ii) the material
                breach of
                any representation, warranty, covenant or agreement made by the Investor
                in this Agreement (iii) any false or misleading information provided
                to
                the Placement Agent by the Investor or one of the Investor’s indemnified
                persons.

            


    

     

    
      	 	
              D.

            	
              The
                Placement Agent hereby agrees that it will indemnify and hold the
                Investor
                and each officer, director, shareholder, employee or representative
                of the
                Investor, and controlling, controlled by or under common control
                with the
                Investor within the meaning of Section 15 of the 1933 Act or Section
                20 of
                the 1934 Act or the Rules and Regulations, harmless from and against
                any
                and all loss, claim, damage, liability, cost or expense whatsoever
                (including, but not limited to, any and all reasonable legal fees
                and
                other expenses and disbursements incurred in connection with
                investigating, preparing to defend or defending any action, suit
                or
                proceeding, including any inquiry or investigation, commenced or
                threatened, or any claim whatsoever or in appearing or preparing
                for
                appearance as a witness in any action, suit or proceeding, including
                any
                inquiry, investigation or pretrial proceeding such as a deposition)
                to
                which the Investor or such indemnified person of the Investor may
                become
                subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
                or
                any other federal or state law or regulation, common law or otherwise,
                arising out of or based upon (i) the conduct of the Placement Agent
                or its
                officers, employees or representatives in willful violation of any
                of such
                laws and regulations while acting as the Placement Agent for the
                Offering
                or (ii) the material breach of any representation, warranty, covenant
                or
                agreement made by the Placement Agent in this Agreement or (iii)
                any false
                or misleading information provided to the Investor by one of the
                Placement
                Agent’s indemnified persons.

            


    

     

    
      	 	
              E.

            	
              Promptly
                after receipt by an indemnified party of notice of commencement of
                any
                action covered by Section 6(A), (B), (C) or (D), the party to be
                indemnified shall, within five (5) business days, notify the indemnifying
                party of the commencement thereof; the omission by one (1) indemnified
                party to so notify the indemnifying party shall not relieve the
                indemnifying party of its obligation to indemnify any other indemnified
                party that has given such notice and shall not relieve the indemnifying
                party of any liability outside of this indemnification if not materially
                prejudiced thereby. In the event that any action is brought against
                the
                indemnified party, the indemnifying party will be entitled to participate
                therein and, to the extent it may desire, to assume and control the
                defense thereof with counsel chosen by it which is reasonably acceptable
                to the indemnified party. After notice from the indemnifying party
                to such
                indemnified party of its election to so assume the defense thereof,
                the
                indemnifying party will not be liable to such indemnified party under
                such
                Section 6(A), (B), (C), or (D) for any legal or other expenses
                subsequently incurred by such indemnified party in connection with
                the
                defense thereof, but the indemnified party may, at its own expense,
                participate in such defense by counsel chosen by it, without, however,
                impairing the indemnifying party’s control of the defense. Subject to the
                proviso of this sentence and notwithstanding any other statement
                to the
                contrary contained herein, the indemnified party or parties shall
                have the
                right to choose its or their own counsel and control the defense
                of any
                action, all at the expense of the indemnifying party if, (i) the
                employment of such counsel shall have been authorized in writing
                by the
                indemnifying party in connection with the defense of such action
                at the
                expense of the indemnifying party, or (ii) the indemnifying party
                shall
                not have employed counsel reasonably satisfactory to such indemnified
                party to have charge of the defense of such action within a reasonable
                time after notice of commencement of the action, or (iii) such indemnified
                party or parties shall have reasonably concluded that there may be
                defenses available to it or them which are different from or additional
                to
                those available to one or all of the indemnifying parties (in which
                case
                the indemnifying parties shall not have the right to direct the defense
                of
                such action on behalf of the indemnified party or parties), in any
                of
                which events such fees and expenses of one additional counsel shall
                be
                borne by the indemnifying party; provided, however, that the indemnifying
                party shall not, in connection with any one action or separate but
                substantially similar or related actions in the same jurisdiction
                arising
                out of the same general allegations or circumstance, be liable for
                the
                reasonable fees and expenses of more than one separate firm of attorneys
                at any time for all such indemnified parties. No settlement of any
                action
                or proceeding against an indemnified party shall be made without
                the
                consent of the indemnifying party.

            


    

     

    
      	 	
              F.

            	
              In
                order to provide for just and equitable contribution in circumstances
                in
                which the indemnification provided for in Section 6 is due in accordance
                with its terms but is for any reason held by a court to be unavailable
                on
                grounds of policy or otherwise, the Company and the Placement Agent
                and
                the Investor shall contribute to the aggregate losses, claims, damages
                and
                liabilities (including legal or other expenses reasonably incurred
                in
                connection with the investigation or defense of same) which the other
                may
                incur in such proportion so that the Company, the Placement Agent
                and the
                Investor shall be responsible for such percent of the aggregate of
                such
                losses, claims, damages and liabilities as shall equal the percentage
                of
                the gross proceeds paid to each of them.; provided, however, that
                no
                person guilty of fraudulent misrepresentation within the meaning
                of
                Section 11(f) of the 1933 Act shall be entitled to contribution from
                any
                person who was not guilty of such fraudulent misrepresentation. For
                purposes of this Section 6(F), any person controlling, controlled
                by or
                under common control with the Placement Agent, or any partner, director,
                officer, employee, representative or any agent of any thereof, shall
                have
                the same rights to contribution as the Placement Agent and each person
                controlling, controlled by or under common control with the Company
                within
                the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
                Act
                and each officer of the Company and each director of the Company
                shall
                have the same rights to contribution as the Company and each person
                controlling, controlled by or under common control with the Investor
                within the meaning of Section 15 of the 1933 Act or Section 20 of
                the 1934
                Act and each member of the general partner of the Investor shall
                have the
                same rights to contribution as the Company. Any party entitled to
                contribution will, promptly after receipt of notice of commencement
                of any
                action, suit or proceeding against such party in respect of which
                a claim
                for contribution may be made against the other party under this Section
                6(F), notify such party from whom contribution may be sought, but
                the
                omission to so notify such party shall not relieve the party from
                whom
                contribution may be sought from any obligation they may have hereunder
                or
                otherwise if the party from whom contribution may be sought is not
                materially prejudiced thereby. The indemnity and contribution agreements
                contained in this Section 6 shall remain operative and in full force
                and
                effect regardless of any investigation made by or on behalf of any
                indemnified person or any termination of this
                Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. FEES.
      The
      Company hereby agrees to pay the Placement Agent 1% for the gross proceeds
      from
      each Put with a maximum of aggregate fee to the Placement Agent of ten thousand
      dollars ($10,000) (the “Maximum Fee”). Upon Placement Agent’s receipt of the
      Maximum Fee, Placement Agent will be deemed paid in full for all services
      provided and to be provided here under.

     

    8. PAYMENT
      OF EXPENSES. The Company hereby agrees to bear all of the expenses in connection
      with the Offering, including, but not limited to the following: filing fees,
      printing and duplicating costs, advertisements, postage and mailing expenses
      with respect to the transmission of Offering Materials, registrar and transfer
      agent fees, and expenses, fees of the Company’s counsel and accountants, issue
      and transfer taxes, if any. The Company agrees to bear all the reasonable
      expenses of the Placement Agent in performing its services under this Agreement
      including but not limited to the fees and expenses of counsel.

     

    9. CONDITIONS
      OF CLOSING. The Closing shall be held at the offices of the Investor or its
      counsel. The obligations of the Placement Agent hereunder shall be subject
      to
      the continuing accuracy of the representations and warranties of the Company
      herein as of the date hereof and as of the Date of Closing (the “Closing Date”)
      with respect to the Company as if it had been made on and as of such Closing
      Date; the accuracy on and as of the Closing Date of the statements of the
      officers of the Company made pursuant to the provisions hereof; and the
      performance by the Company on and as of the Closing Date of its covenants and
      obligations hereunder and to the following further conditions:

     

    
      	 	
              A.

            	
              Upon
                the effectiveness of a registration statement in accordance with
                the
                Investment Agreement, the Placement Agent shall receive the opinions
                of
                Counsel to the Company and of the Investor, dated as of the date
                thereof,
                which opinion shall be in form and substance reasonably satisfactory
                to
                the Investor, the Company, their counsel and the Placement
                Agent.

            


    

     

    
      	 	
              B.

            	
              At
                or prior to the Closing, the Placement Agent shall have been furnished
                such documents, certificates and opinions as it may reasonably require
                for
                the purpose of enabling them to review or pass upon the matters referred
                to in this Agreement and the Offering Materials, or in order to evidence
                the accuracy, completeness or satisfaction of any of the representations,
                warranties or conditions herein
                contained.

            


    

     

    
      	 	
              C.

            	
              At
                and prior to the Closing, (i) there shall have been no material adverse
                change nor development involving a prospective change in the condition
                or
                prospects or the business activities, financial or otherwise, of
                the
                Company from the latest dates as of which such condition is set forth
                in
                the Offering Materials; (ii) there shall have been no transaction,
                not in
                the ordinary course of business except the transactions pursuant
                to the
                Investment Agreement entered into by the Company which has not been
                disclosed in the Offering Materials or to the Placement Agent in
                writing;
                (iii) except as set forth in the Offering Materials, the Company
                shall not
                be in default under any provision of any instrument relating to any
                outstanding indebtedness for which a waiver or extension has not
                been
                otherwise received; (iv) except as set forth in the Offering Materials,
                the Company shall not have issued any securities (other than those
                to be
                issued as provided in the Offering Materials) or declared or paid
                any
                dividend or made any distribution of its capital stock of any class
                and
                there shall not have been any change in the indebtedness (long or
                short
                term) or liabilities or obligations of the Company (contingent or
                otherwise) and trade payable debt; (v) no material amount of the
                assets of
                the Company shall have been pledged or mortgaged, except as indicated
                in
                the Offering Materials; and (v) no action, suit or proceeding, at
                law or
                in equity, against the Company or affecting any of its properties
                or
                businesses shall be pending or threatened before or by any court
                or
                federal or state commission, board or other administrative agency,
                domestic or foreign, wherein an unfavorable decision, ruling or finding
                could materially adversely affect the businesses, prospects or financial
                condition or income of the Company, except as set forth in the Offering
                Materials.

            


    

     

    
      	 	
              D.

            	
              At
                Closing, the Placement Agent shall receive a certificate of the Company
                signed by an executive officer and chief financial officer, dated
                as of
                the applicable Closing, to the effect that the conditions set forth
                in
                subparagraph (C) above have been satisfied and that, as of the applicable
                closing, the representations and warranties of the Company set forth
                herein are true and correct.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10. TERMINATION.
      This Agreement shall be co-terminus with, and terminate upon the same terms
      and
      conditions as those set forth in, the Investment Agreement. The rights of the
      Investor and the obligations of the Company under the Registration Rights
      Agreement, and the rights of the Placement Agent and the obligations of the
      Company shall survive the termination of this Agreement unabridged for a period
      of twenty-four (24) months after the Closing Date. Notwithstanding the
      foregoing, Section 6 of this Agreement shall survive any termination of this
      Agreement or the issuance and delivery of the Securities contemplated
      herein.

     

    11. ABSENCE
      OF FIDUCIARY RELATIONSHIP. The Company and the Investor acknowledge and agree
      that the Placement Agent is acting solely in the capacity of an arm’s length
      contractual counterparty to the Company and the Investor with respect to the
      transactions contemplated in this Agreement and the Investor Agreement and
      not
      as a financial advisor or a fiduciary to, or an agent of, the Company, the
      Investor or any other person. Additionally, the Placement Agent is not advising
      the Company, the Investor or any other person as to any legal, tax, investment,
      accounting or regulatory matters in any jurisdiction. The Company and the
      Investor shall consult with their own advisors concerning such matters and
      shall
      be responsible for making their own independent investigation and appraisal
      of
      the transaction contemplated hereby, and the Placement Agent shall have no
      responsibility or liability to the Company or the Investor with respect thereto.
      Any review by the Placement Agent of the Company, the transactions contemplated
      hereby or other matters relating to the transactions will be for the benefit
      of
      the Placement Agent and shall not be on behalf of the Company or the Investor.
      

     

    12. MISCELLANEOUS.
      A. This Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original, but all which shall be deemed to be one
      and
      the same instrument. B. Any notice required or permitted to be given hereunder
      shall be given in writing and shall be deemed effective when deposited in the
      United States mail, postage prepaid, or when received if personally delivered
      or
      faxed (upon confirmation of receipt received by the sending party), addressed
      as
      follows:

     

    If
      to
      Placement Agent, 

     

    Instream
      Partners LLC

    350
      California St., Suite 1940

    San
      Francisco, CA 94104

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    With
      a
      copy to:

     

    Reed
      Smith LLP

    Two
      Embarcadero Center, Suite 2000

    San
      Francisco, CA 94111

    Attention:
      Robert M. Smith, Esq.

    rsmith@reedsmith.com

     

    If
      to the
      Company, to:

    Getting
      Ready Corporation

    8990
      Wembley Court

    Sarasota,
      FL 34238

    Attention:
      Mr.
      Sheldon Rose, CEO

    Tel:
      (941) 966-6955Fax: (941) 966-0166

     

    With
      a
      copy to:

     

    James
      G.
      Dodrill II, P.A.

    5800
      Hamilton Way

    Boca
      Raton, FL 33496

    Attention:
      Jim Dodrill, Esq.

    jgd2pa@adelphia.net

    Tel:
      (561) 862-0529

    Fax:
      (561) 892-7787

    


    If
      to the
      Investor: 

     

    Dutchess
      Private Equities fund, LP

    312
      Stuart St.

    Boston,
      MA 02116

    Tel: (617)
      960-3582

    Fax: (617)
      960-3772

     

    or
      to
      such other address of which written notice is given to the others.

     

    C. This
      Agreement shall be governed by and construed in all respects under the laws
      of
      the State of Delaware, without reference to its conflict of laws rules or
      principles. Any suit, action, proceeding or litigation arising out of or
      relating to this Agreement shall be brought and prosecuted in such federal
      or
      state court or courts located within the Commonwealth of Massachusetts as
      provided by law. The parties hereby irrevocably and unconditionally consent
      to
      the jurisdiction of each such court or courts located within the Commonwealth
      of
      Massachusetts and to service of process by registered or certified mail, return
      receipt requested, or by any other manner provided by applicable law, and hereby
      irrevocably and unconditionally waive any right to claim that any suit, action,
      proceeding or litigation so commenced has been commenced in an inconvenient
      forum.

     

    D. This
      Agreement and the other agreements referenced herein contain the entire
      understanding between the parties hereto and may not be modified or amended
      except by a writing duly signed by the party against whom enforcement of the
      modification or amendment is sought.

     

    E. If
      any
      provision of this Agreement shall be held to be invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Agreement.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
         

      

      
         

        
          

        

      

      
         

         

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

     

    COMPANY:

    GETTING
      READY CORPORATION

     

    By:
      /s/Sheldon Rose      

    Name: Sheldon
      Rose

    Title: President
      and CEO

     

    PLACEMENT
      AGENT:

    INSTREAM
      PARTNERS LLC

     

    By:/s/Christopher
      Allick      

    Name: Christopher
      Allick

    Title: Managing
      Director

     

    INVESTOR:

    DUTCHESS
      PRIVATE EQUITIES FUND, L.P.

    BY
      ITS
      GENERAL PARTNER

    DUTCHESS
      CAPITAL MANAGEMENT, LLC

     

    By:
      /s/ Douglas
      H. Leighton       

    Name: Douglas
      H. Leighton

    Title:
      A
      Managing Member