Unassociated Document


    June
      5,
      2007

    Pinpoint
      Recovery Solutions, Corp. Andrew Scott

    Chairman

    4350
      W.
      Cypress,

    Tampa,
      FL

    (813)
      879-5000

    


    Re:
      Advisory Agreement 

    


    Dear
      Andrew:

    


    DAVID
      N.
      BAKER ("Advisor") is pleased to act as independent Advisor to Pinpoint Recovery
      Solutions, Inc., ("Pinpoint" or the "Company") on the following
      terms:

     

    1. 
Engagement.
      The Company hereby retains the Advisor to provide consulting services to the
      Company, and the Advisor hereby agrees to provide such services to the
      Company.

     

    2. 
Services.
      The Description of Work attached as Exhibit A to this agreement describes the
      services to be performed by the Advisor. If the Company and the Advisor
      anticipate the Advisor providing services in addition to those described in
      Exhibit A, the parties may
      amend
      this agreement by attaching additional exhibits. In providing services under
      this agreement
      the Advisors will be acting as independent contractor, not an:employee of the
      Company.

     

    3. 
Compensation.
      As compensation for services to be provided by the Advisor under this agreement,
      attached as Exhibit B, the Company shall as of the date of this agreement,
      without any conditions, contingencies, for the value of services performed,
      convey to David N. Baker, 203,500 shares (equal to 4.0% of the post financing
      Company based upon a $4.5 million private placement financing as currently
      contemplated) of Pinpoint Recovery Solutions, Inc. common stock, par value
      $0.001 per share. The Company shall furnish the Advisor with the shares upon
      execution of this letter agreement, but in no event later than 10 calendar
      days
      after the execution date of this agreement. On receipt of the shares, the Shares
      will be validly issued, fully paid and nonassessable, and free from all taxes,
      liens and charges.

     

    4. 
Term.
      Subject to section 10, the term of this agreement will commence on the date
      written above and will end on December 31, 2008.

     

    5. 
Allocation
      of Time and Energies. The Advisor shall perform diligently any services that
      they provide under this agreement. The Advisor will not be required to devote
      a
      set number of hours in any given time period to performing services under this
      agreement.

     

    6. 
Indemnification:
      Contribution. Subject to section 7, the Company shall indemnify the Advisor,
      their respective affiliates, and the officers, directors, agents, employees
      and.
      controlling persons of each such affiliate (each of the foregoing, an
      "Indemnified Person") to the fullest extent permitted by law from and against
      any and all losses, claims, damages, expenses (including reasonable fees and
      disbursements of counsel), actions, proceedings, investigations, inquiries
      or
      threats thereof (all of the foregoing being hereinafter referred to as
      "Liabilities"), based upon, relating to, or arising out of its services
      hereunder, except that the Company will not be required to indemnify the Advisor
      with respect to any Liabilities if it has been finally judicially determined
      that those Liabilities resulted from the willful misconduct, bad faith or gross
      negligence of the Indemnified Person seeking indemnification.

     

    7. 
Limitation
      of Liability. Neither party shall under any circumstances be liable for any
      consequential, indirect, special, incidental or exemplary damages, including
      without limitation, any loss of revenues, profits, or business or other economic
      loss arising out of or in connection with the services provided hereunder.
      The
      Advisor's liability under this agreement will be limited to the value of the
      Shares as of the date of this agreement.

     

    8. 
Other
      Advisory Clients. The Company acknowledges that the Advisor and affiliates
      of
      the Advisor are in the business of providing services and consulting advice
      to
      others. Nothing contained in this agreement is to be construed to limit or
      restrict the Advisor in conducting any business with others or in rendering
      advice to others.

     

    9. 
Expenses.
      The Company shall promptly reimburse the Advisor for any expense incurred by
      the
      Advisor, if such expense is authorized by and incurred at the behest of, the
      Company and in connection with any services performed by the Advisor under
      this
      agreement. The Company will reimburse Advisor for said expenses within 10
      business days of providing an invoice to Company for any such
      expenses.

     

    10. 
Termination.
      Either party may terminate this agreement for any reason on 60 days' prior
      notice to the other party. However, all compensation provisions of this
      agreement will survive such termination and all compensation agreed will be
      provided, without an ability of rescission, to Advisor.

     

    11. 
Miscellaneous.
      Oregon law governs all matters arising out of this agreement, including
      any tort claims, without giving effect to principles relating to conflicts
      of
      law. This agreement may not be amended or otherwise modified except by an
      instrument signed by all parties. If any provision hereof is determined to
      be
      invalid or unenforceable in any respect, that determination will not affect
      that
      provision in any other respect or any other provision of this agreement, which
      will remain in full force and effect.

     

    If
      this
      agreement correctly reflects the terms we have agreed to, please sign a copy
      of
      this agreement in the space provided below and return it to the
      Advisor.

    


     

    DAVID.
      N.
      BAKER

     

    ____________________________

     

    PINPOINT
      RECOVERY SOLUTIONS CORP

     

    ____________________________

    Andrew
      Scott, Chairman

     


    
      
        
        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



     

    EXHIBIT
      A

     

    DESCRIPTION
      OF WORK

     

    The
      Advisor shall perform the following consulting services:

     

    1.  Advise
      the Company with respect to the deal structure of its self underwritten
      offering.

     

    2.  Manage,
      advise and monitor the Company's 15c-211 NASDAQ application for quotation and
      trading.

     

    3.  Introduce
      the Company to the Wall Street financial community, including but not limited
      to
      buy-side institutional investors, portfolio managers, sell-side investment
      banks
      and broker dealers, analysts, market makers and accredited investors; as well
      as
      avail the Company opportunities to present to the institutional sales forces
      of
      the appropriate aforementioned firms.

     

    4.  Assist
      the Chairman to organize the Company's investment community visibility program,
      with respect to introductions, identification, analysis, recommendations of,
      and
      deliverables for, investor relations firms, identification and solidification
      of
      third party research for the Company, identifying, analyzing and recommending
      the Company's alternatives for the investor content aspect of the Company's
      web
      presence, identifying and facilitating invitations for the Company to present
      at
      WaIl Street (investment banking and broker dealer) conferences.

     

    5.  Help
      in
      defining and communicating the Company's message to the financial
      community.

     

    6.  Identify
      strategic growth areas and introduce the Company to synergistic operating
      companies that are potential business partners for the Company.

     

    7.  Assist
      the Chairman with due diligence, negotiations and valuation analysis with
      potential M&A candidates.

     

    8.  Suggest,
      and introduce the Company to D&O insurance providers, Sarbanes-Oxley
      consultants and other public company required specialists required to assist
      the
      Company as a public entity.

     

    9.
      Perform any other tasks that the Company requests and that Advisor agrees to
      perform. 

     

    Agreed
      to
      as of the date first written above.

     

    DAVID.
      N.
      BAKER

     

    ____________________________

     

    PINPOINT
      RECOVERY SOLUTIONS CORP

     

    ____________________________

    Andrew
      Scott, Chairman


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    This
      Amendment amends that certain Advisory
      Agreement, dated as of June 5, 2007 (the “Effective Date”), by and between David
      N. Baker and Pinpoint Recovery Solutions Corp. as set forth herein.


    


    Paragraph
      3 of the Advisory Agreement is deleted in its entirety and replaced by the
      following:

    


    3.   
       Compensation.
      As
      compensation for services to be provided by the Advisor under this agreement,
      attached as Exhibit B, the Company shall as of the date of this agreement,
      without any conditions, contingencies, for the value of services performed,
      convey to David N. Baker, 250,000 shares of Pinpoint Recovery Solutions, Inc.
      common stock, par value $0.001 per share. The Company shall furnish the Advisor
      with the shares upon execution of this letter agreement, but in no event later
      than 10 calendar days after the execution date of this agreement, unless
      otherwise agreed to by the parties. On receipt of the shares, the Shares will
      be
      validly issued, fully paid and nonassessable, and free from all taxes, liens
      and
      charges.

    


    The
      terms
      of this Amendment are deemed to be a part of the Advisory Agreement, and is
      effective and enforceable by the parties thereto, and is dated, as of the
      Effective Date. The Advisory Agreement is amended only as expressly set forth
      in
      this Amendment; all other terms and conditions of the Advisory Agreement shall
      remain in full force and effect except as so expressly amended.

    


    DAVID.
      N.
      BAKER

     

    ____________________________

     

    PINPOINT
      RECOVERY SOLUTIONS CORP

     

    


    ____________________________

    Andrew
      Scott, Chairman