|FINDERS AGREEMENT
|------------------

THIS AGREEMENT made to become effective on
May 1, 2005 between (a) Cartoon Acquisition, Inc., a United States corporation
organized under the laws of the State of Delaware (hereinafter referred to as
Client) and (b) Roy C. Hopkins, an individual principally residing in the
State of New York (hereinafter referred to as Finder), with reference to the
following facts:

In consideration of the mutual promises of
each of the Client and Finder (when referred to hereafter collectively, the
"Parties") agree as follows:

|1. | EFFORTS TO FIND QUALIFIED REAL PROPERTY, ASSET, AND BUSINESS
      COMBINATION TRANSACTIONS
|-- | -------------------------------------------------------------------------------------------
|  

During the period from the date first set
forth above until December 31, 2005 (the Term), Finder shall use its best
efforts, subject to the provisions of Section 2, to locate qualified business
entities, or equity security interests in qualified business entities, real
property, or income-producing assets for acquisition by Client (whether by
purchase of stock, purchase of assets, by merger, by reorganization, or
otherwise) (the "Target Assets"), upon terms and conditions commercially
reasonable and satisfactory to Client.



|2. PRELIMINARY PROCEDURE
|------------------------

Finder shall, in each case, deliver a written
notice to Client setting forth the name of each prospective seller that Finder
will approach on Client's behalf, to include the name of the representative of
such party and details of the proposed acquisition (to the extent that Finder
was informed on such matters). Client shall notify Finder in writing within two
(2) days after receipt of any such notice from Finder in the event that Client
elects to not permit Finder to approach such prospective seller or sellers. If
Finder fails to receive such notice within the time so specified, Finder may
approach such prospective seller or sellers.



|3. RESERVATION OF RIGHTS
|------------------------

Client reserves the right, in Clients sole
discretion, to determine if the terms and conditions of any proposed purchase
are acceptable to Client; Client reserves the exclusive right to accept or
reject, for any reason, any proposed transaction negotiated or introduced to
Client through Finder, arising from any outside broker acting through Finder, or
otherwise.



|4. QUALIFICATION OF PROSPECTIVE
  SELLER
|----------------------------------------

A seller shall not be deemed a party
introduced to Client by Finder, or Finder's independent brokers or agents, under
this Agreement, unless:

(a) a written notice to Client setting forth
the name of such prospective seller and preliminary terms of the proposed
transaction shall have been delivered by Finder and received by Client during
the Term prior to Clients having learned of such name and proposed transaction
from any other source; and

Finder's Agreement, Page 1 of 5

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(b) such prospective seller shall during the
Term acknowledge to Client, formally or informally, that Finder proposed such
party as a prospective seller of its business, assets, properties, or equity
securities.



|5. FINDERS COMMISSION
|----------------------

If Client purchases or otherwise acquires the
Target Asset, or any interest therein, and if such acquisition or business
combination is consummated, then, and only in such case, Finder shall be
entitled to a commission, payable pursuant to the terms set forth in Section 6,
as follows:

(a) 2.5% (two and one-half of one percent) of
all or part of the first $250,000.00 of Aggregate Consideration, as defined
below, paid or offered to the seller as consideration by Client, in cash or in
shares of the Client's securities, and received and accepted by the
seller.

(b) 2% (two percent) of all or part of the
next $500,000.00 of Aggregate Consideration, as defined below, paid or offered
to the seller as consideration by Client, in cash or in shares of the Client's
securities, and received and accepted by the seller.

(c) 1.5% (one and one-half of one percent) of
all or part of the next $250,000.00 of Aggregate Consideration, as defined
below, paid or offered to the seller as consideration by Client, in cash or in
shares of the Client's securities, and received and accepted by the
seller.

(d) 1% (one percent) of all or part of the
remainder, or remaining balance, of Aggregate Consideration, as defined below,
paid or offered to the seller as consideration by Client, in cash or in shares
of the Client's securities, and received and accepted by the seller.



|6. AGGREGATE CONSIDERATION
|--------------------------

Aggregate consideration shall be the total of
the cash consideration paid by the Client plus the Market Value (as defined
below) of any of seller's securities received by Client in the transaction,
including any contingent payments of cash or securities, less any cash or the
Market Value of any securities subsequently returned to the seller pursuant to
any provisions of the contract between Client and such seller (the "Closing
Agreement"), regardless of the cause of such return and whether such return be
an adjustment or as the result of the occurrence of any default, whether or not
from any misrepresentation by Client.

Finders commission shall be payable in cash
at the closing on a first-funds-out basis, or at Finders option, Client may pay
Finders commission partly in securities, provided that any such securities are
marketable and not bearing any restrictive or limiting restriction thereon the
face of any such security or securities.

If the Closing Agreement provides that all or
any part of the Aggregate Consideration is to be paid into an escrow account at
closing of the transaction (the Escrowed Portion), then the portion of Finders
commission proportional to the Escrowed Portion shall not be due until the
Escrowed Portion is disbursed by the escrow agent, escrow officer, trust agent,
trust administrator, or

Finder's Agreement, Page 2 of 5

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trustee. If the Escrowed Portion is disbursed in installments, thin
Finders commission will be payable in installments proportional to each
disbursement of Aggregate Consideration to seller and will be paid on the same
date that any such disbursement is paid to seller.

In the event any portion of Aggregate
Consideration is required to be returned to the Client for any reason, Finder
shall promptly return that proportionate amount of its commission to Client, in
proportion to the amount of any such portion of the Aggregate Consideration
returned to Client.



|7. MARKET VALUE
|---------------

The Market Value of any securities included
in the Aggregate Consideration or exchanged between the Client and the seller in
connection with any provisions of the Closing Agreement or the transaction
resulting from Finder's introduction to Client of any prospective or actual
seller or sellers hereunder, shall be determined as follows:

(a) if the securities are traded on a
national exchange, by the last sales price of such securities on the business
day immediately before the date payment is received from the Client or returned
to the Client, as the case may be (or if there was no activity reported on such
business day), and

(b) if such securities are quoted
electronically over-the-counter by the National Association of Securities
Dealers Automated Quotation System (NASDAQ), the mean of the closing bid prices
of such securities on such business day, as quoted by NASDAQ shall be used to
determine the fair market value thereof; provided, however, that if the Closing
Agreement provides for a method of valuing any securities included in Aggregate
Consideration, and a higher price per share basis of valuation shall be used in
computing the Aggregate Consideration and the number of shares to which Finder
is entitled under this Agreement, then such Closing Agreement shall supersede
any other determination.



|8. PAYMENT OF COMMISSION
|------------------------

Finders commission shall be deemed earned and
due when consideration is paid to seller by Client under the Closing Agreement
and, if contingent or deferred payments, whether in the form of promissory notes
or other securities (unless the same are due to Finder partly in the form of
such securities pursuant to the section titled "AGGREGATE CONSIDERATION"), are
provided for in such Closing Agreement, such payments shall be made from time to
time only upon the receipt of the respective portions of Aggregate Consideration
by Client. If a proposed sale is not consummated prior to December 31, 2005, for
any reason whatsoever, including without limitation the act, omission,
negligence, or willful default of any party, then Finder shall only be entitled
to a total commission of $5,000 (Five Thousand Dollars), which he may receive in
cash or in shares of the Client's securities, and no further consideration or
other compensation shall become due or payable to him hereunder this
Agreement.



|9. RESTRICTIONS ON
SECURITIES
|-----------------------------

Finder's Agreement, Page 3 of 5

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Finder hereby agrees that securities received
by Finder as part of Finders commission hereunder shall be held by Finder
subject to the same restrictions, if any, applicable to the securities received
by Client in connection with the Closing Agreement and that securities delivered
to Finder may bear appropriate legends reflection such restrictions.



|10. CLIENTS COMMISSIONS
|------------------------

The Client, or any other party with respect
to a purchase of the seller's business, assets, properties, equity securities,
or other assets, shall not reduce any fee payable to Finder under this Agreement
to the extent of any amount of such fee that is directly or indirectly payable
or transferable to Finder.

11.  MISCELLANEOUS

(a)  It is understood that Finder is
an independent contractor and shall not be considered Client's agent or employee
for any purpose whatsoever; Finder is not granted any right or authority to
assume or create any obligation or liability, express or implied, on Client's
behalf, or to contractually bind Client in any matter whatsoever.

(b) This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof.
This Agreement shall be governed by the laws of the State of New York for
contracts made and performed in that state, and can only be modified in writing
with the written consent of all of the Parties to this
Agreement.

(c) This Agreement shall terminate on
December 31, 2005, unless expressly extended in writing and signed by all of the
Parties. Client shall, nevertheless, recognize Finder as the introductor
pursuant to this Agreement with respect to any purchase or other acquisition of
any business, properties, assets, equity securities, or other assets by Client
and subsequently entered into with any prospective seller proposed by Finder, or
by an outside broker acting through Finder, if (i) such prospective seller was
proposed by Finder during the Term and (ii) such sale takes place within two
years following the date first set forth above or the date of the introduction,
whichever is more recent.

(d) If the proposed transaction is in the
form of a sale or exchange of stock by shareholders of seller rather that the
sale of assets or properties, then, Client shall use its best efforts to cause
its shareholders to agree to pay Finders fees to Finder on apro
ratabasis, which fees shall, on an aggregate basis, be the same as those Finder
would have received hereunder from Client if the form of the transaction was the
sale of a business, properties, or assets.

(e) Nothing contained herein shall deem the
Parties to solicit any offer for the sale or purchase of securities; nothing
herein constitutes any of the Parties herein named to enter into a transaction
among each of them or any other person or entity for the purpose of selling,
purchasing, trading, or otherwise exchanging any security, within the scope of
the rules and regulations of the Securities and Exchange Commission or of any
state's securities laws, rules, or regulations.

Finder's Agreement, Page 4 of 5

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(f) Nothing contained herein, and no
transaction that may be the subject of this Agreement, will presume the Finder
must be required to be licensed as a real estate agent or salesman nor as an
individual required to hold a license to sell securities.

IN WITNESS WHEREOF, the Parties have duly
executed this Agreement as to the date first set forth above.

ROY C. HOPKINS("Finder")

/s/ Roy C.
HopkinsBy: Roy C.
Hopkins



|AGREED TO AND ACCEPTED BY:
|--------------------------



|CARTOON
      ACQUISITION, INC.("Client")
      /s/ Randolph S. HudsonBy: Randolph S.
      HudsonIts: President
|----------------------------------------------------------------------------------------------------------------

Finder's Agreement, Page 5 of 5

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