**EXHIBIT
      10.10**





**COMMON
      STOCK PURCHASE AGREEMENT**





This
      COMMON STOCK PURCHASE AGREEMENT (this “ Agreement ”),
      dated
      as of October 18, 2007 by and between Nuevo Financial Center, Inc., a Delaware
      corporation (the " Company "),
      and
      the purchaser listed on Exhibit
      A hereto
      (the " Purchaser "),
      for
      the purchase and sale of shares of the Company’s common stock, par value $0.001
      per share (the “ Common
      Stock ”).





The
      parties hereto agree as follows:




**ARTICLE
      I**




**PURCHASE
      AND SALE OF COMMON STOCK**




Section
      1.1  Purchase
      and Sale of Common Stock . Upon the
      following terms and conditions, the Company shall issue and sell to the
      Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 shares
      of Common Stock (the “ Shares ”)
      at a
      price per share of $0.10 (the “ Per
      Share Purchase Price ”)
      for an
      aggregate purchase price of $250,000 (the “ Purchase
      Price ”).
      The
      Company and the Purchaser are executing and delivering this Agreement in
      accordance with and in reliance upon the exemption from securities registration
      afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and
      the
      rules and regulations promulgated thereunder (the " Securities
      Act "),
      including Regulation D (" Regulation
      D "),
      and/or upon such other exemption from the registration requirements of the
      Securities Act as may be available with respect to any or all of the investments
      to be made hereunder.




Section
      1.2  Purchase
      Price and Closing .
      In
      consideration of and in express reliance upon the representations, warranties,
      covenants, terms and conditions of this Agreement, the Company agrees to issue
      and sell to the Purchaser and, in consideration of and in express reliance
      upon
      the representations, warranties, covenants, terms and conditions of this
      Agreement, the Purchaser agrees to purchase the Shares. The closing under this
      Agreement shall occur upon delivery by facsimile of executed signature pages
      of
      this Agreement and all other documents, instruments and writings required to
      be
      delivered pursuant to this Agreement to the offices of Kramer Levin Naftalis
      & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036 (the
      " Closing ")
      at
      such time and place or on such date as the Buyer and the Seller may agree upon.
      Each party shall deliver all documents, instruments and writings required to
      be
      delivered by such party pursuant to this Agreement at or prior to the Closing.
      At the Closing, the Company shall deliver or cause to be delivered to the
      Purchaser a certificate for the number of Shares set forth opposite the name
      of
      the Purchaser on Exhibit
      A hereto
      and the Purchaser shall deliver its portion of the Purchase Price by wire
      transfer to the Company.






**ARTICLE
      II**




**REPRESENTATIONS
      AND WARRANTIES**




Section
      2.1  Representations
      and Warranties of the Company .
      The
      Company hereby represents and warrants to the Purchaser as follows:




(a)  Organization,
      Good Standing and Power .
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. The Company and each subsidiary is duly
      qualified to do business as a foreign corporation and is in good standing in
      every jurisdiction in which the nature of the business conducted or property
      owned by it makes such qualification necessary except for any jurisdiction(s)
      (alone or in the aggregate) in which the failure to be so qualified will not
      have a Material Adverse Effect. For the purposes of this Agreement,
      " Material
      Adverse Effect "
      means
      any effect on the business, results of operations, assets or condition
      (financial or otherwise) of the Company that is material and adverse to the
      Company and its subsidiaries, in the aggregate, and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company from entering into and performing any of its
      obligations under the Transaction Documents (as defined below) in any material
      respect.




1


(b)  Authorization;
      Enforcement .
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement and any other agreement delivered pursuant hereto
      (collectively, the " Transaction
      Documents "),
      and
      to issue and sell the Shares in accordance with the terms hereof and to complete
      the transactions contemplated by the Transaction Documents. The execution,
      delivery and performance of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      and
      validly authorized by all necessary corporate action and no further consent
      or
      authorization of the Company, its Board of Directors or stockholders is
      required. When executed and delivered by the Company, each of the Transaction
      Documents shall constitute a valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, reorganization,
      moratorium, liquidation, conservatorship, receivership or similar laws relating
      to, or affecting generally the enforcement of, creditors’ rights and remedies or
      by other equitable principles of general application.




(c)  Issuance
      of Shares .
      The
      Shares to be issued at the Closing have been duly authorized by all necessary
      corporate action and, when paid for and issued in accordance with the terms
      hereof, the Shares will be validly issued, fully paid and nonassessable and
      free
      and clear of all liens, encumbrances and rights of refusal of any kind and
      the
      holders shall be entitled to all rights accorded to a holder of Common Stock.




(d)  No
      Conflicts .
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby do not and will not (i) violate any provision of the Company's
      certificate of incorporation or bylaws, each as amended to date, or any
      subsidiary's comparable charter documents, (ii) conflict with, or constitute
      a
      default (or an event which with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, mortgage, deed of trust,
      indenture, note, bond, license, lease agreement, instrument or obligation to
      which the Company or any of its subsidiaries is a party or by which the Company
      or any of its subsidiaries' respective properties or assets are bound, or (iii)
      result in a violation of any federal, state, local or foreign statute, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations) applicable to the Company or any of its subsidiaries
      or by
      which any property or asset of the Company or any of its subsidiaries is bound
      or affected, except, in all cases, other than violations pursuant to clauses
      (i)
      or (iii) (with respect to federal and state securities laws) above, except,
      for
      such conflicts, defaults, terminations, amendments, acceleration, cancellations
      and violations as would not, individually or in the aggregate, have a Material
      Adverse Effect.




(e)  Compliance
      with Law .
      The
      business of the Company and the subsidiaries has been and is presently being
      conducted in accordance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances, except that, individually
      or in the aggregate, the noncompliance therewith could not reasonably be
      expected to have a Material Adverse Effect.




(f)  Securities
      Act of 1933 .
      Subject
      to the accuracy and completeness of the representations and warranties of the
      Purchaser contained in Section 2.2 hereof, the Company has complied and will
      comply with all applicable federal and state securities laws in connection
      with
      the offer, issuance and sale of the Shares hereunder. Neither the Company nor
      anyone acting on its behalf, directly or indirectly, has or will sell, offer
      to
      sell or solicit offers to buy any of the Shares or similar securities to, or
      solicit offers with respect thereto from, or enter into any negotiations
      relating thereto with, any person, or has taken or will take any action so
      as to
      bring the issuance and sale of any of the Shares under the registration
      provisions of the Securities Act and applicable state securities laws, and
      neither the Company nor any of its affiliates, nor any person acting on its
      or
      their behalf, has engaged in any form of general solicitation or general
      advertising (within the meaning of Regulation D under the Securities Act) in
      connection with the offer or sale of any of the Shares.




2


Section
      2.2  Representations
      and Warranties of the Purchaser .
      The
      Purchaser hereby represents and warrants to the Company as follows:




(a)  Organization
      and Standing of the Purchaser .
      If the
      Purchaser is an entity, the Purchaser is a corporation, limited liability
      company or partnership duly incorporated or organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its incorporation or
      organization.




(b)  Authorization
      and Power .
      Such
      Purchaser has the requisite power and authority to enter into and perform the
      Transaction Documents and to purchase the Shares being sold to it hereunder.
      The
      execution, delivery and performance of the Transaction Documents by the
      Purchaser and the consummation by it of the transactions contemplated hereby
      have been duly authorized by all necessary corporate, partnership or other
      action, and no further consent or authorization of the Purchaser or its Board
      of
      Directors, stockholders, partners or members, as the case may be, is required.
      When executed and delivered by the Purchaser, the other Transaction Documents
      shall constitute valid and binding obligations of the Purchaser enforceable
      against the Purchaser in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation, conservatorship, receivership or
      similar laws relating to, or affecting generally the enforcement of, creditor's
      rights and remedies or by other equitable principles of general
      application.




(c)  Acquisition
      for Investment .
      Such
      Purchaser is purchasing the Shares solely for its own account for the purpose
      of
      investment and not with a view to or for sale in connection with distribution.
      Such Purchaser does not have a present intention to sell any of the Shares
      nor a
      present arrangement (whether or not legally binding) or intention to effect
      any
      distribution of any of the Shares to or through any person or entity; provided , however ,
      that by
      making the representations herein, the Purchaser does not agree to hold the
      Shares for any minimum or other specific term and reserves the right to dispose
      of the Shares at any time in accordance with Federal and state securities laws
      applicable to such disposition.




(d)  General .
      Such
      Purchaser understands that the Shares are being offered and sold in reliance
      on
      a transactional exemption from the registration requirements of federal and
      state securities laws and the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Purchaser set forth herein in order to determine the applicability of
      such exemptions and the suitability of the Purchaser to acquire the Shares.
      Such
      Purchaser understands that no United States federal or state agency or any
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Shares.




(e)  No
      General Solicitation .
      Such
      Purchaser acknowledges that the Shares were not offered to the Purchaser by
      means of any form of general or public solicitation or general advertising,
      or
      publicly disseminated advertisements or sales literature.




(f)  Accredited
      Investor .
      Such
      Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D),
      and the Purchaser has such experience in business and financial matters that
      it
      is capable of evaluating the merits and risks of an investment in the Shares.
      Such Purchaser is not required to be registered as a broker-dealer under Section
      15 of the Exchange Act and the Purchaser is not a broker-dealer. Such Purchaser
      acknowledges that an investment in the Shares is speculative and involves a
      high
      degree of risk.






**ARTICLE
      III**




**COVENANTS**




The
      Company covenants with the Purchaser as follows, which covenants are for the
      benefit of the Purchaser and its respective permitted assignees.




Section
      3.1  Securities
      Compliance .
      The
      Company shall notify the Commission in accordance with its rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents and shall take all other necessary action and proceedings as may
      be
      required and permitted by applicable law, rule and regulation, for the legal
      and
      valid issuance of the Shares to the Purchaser, or its respective subsequent
      holders.




3


Section
      3.2  Registration
      and Listing .
      The
      Company shall cause its Common Stock to continue to be registered under the
      Exchange Act, to comply in all respects with its reporting and filing
      obligations under the Exchange Act, and to not take any action or file any
      document (whether or not permitted by the Securities Act or the rules
      promulgated thereunder) to terminate or suspend such registration or to
      terminate or suspend its reporting and filing obligations under the Exchange
      Act
      or Securities Act, except as permitted herein. The Company will take all action
      necessary to continue the listing or trading of its Common Stock on the OTC
      Bulletin Board or any successor market. Subject to the terms of the Transaction
      Documents, the Company further covenants that it will take such further action
      as the Purchaser may reasonably request, all to the extent required from time
      to
      time to enable the Purchaser to sell the Shares without registration under
      the
      Securities Act within the limitation of the exemptions provided by Rule 144
      promulgated under the Securities Act.




Section
      3.3  Compliance
      with Laws .
      The
      Company shall comply, and cause each subsidiary to comply, with all applicable
      laws, rules, regulations and orders, noncompliance with which would be
      reasonably likely to have a Material Adverse Effect.




Section
      3.4  Disclosure
      of Transaction .
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “ Press
      Release ”)
      as
      soon as practicable after the Closing date. The Company shall also file with
      the
      Commission a Current Report on Form 8-K (the “ Form
      8-K ”)
      describing the material terms of the transactions contemplated hereby as soon
      as
      practicable following the Closing date, but in no event more than two (2)
      Trading Days following the Closing date, which Press Release and Form 8-K shall
      be subject to prior review and comment by the Purchaser. " Trading
      Day "
      means
      any day during which the OTC Bulletin Board (or other principal exchange on
      which the Common Stock is traded) shall be open for trading or
      quotation.




Section
      3.5  Disclosure
      of Material Information .
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide the Purchaser or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information, unless prior thereto the Purchaser shall have executed a written
      agreement regarding the confidentiality and use of such information.  The
      Company understands and confirms that the Purchaser shall be relying on the
      foregoing representations in effecting transactions in securities of the
      Company.




Section
      3.6  No
      Integrated Offerings . The
      Company shall not make any offers or sales of any security (other than the
      Shares being offered or sold hereunder) under circumstances that would require
      registration of the Shares being offered or sold hereunder under the Securities
      Act.




Section
      3.7  Pledge
      of Shares .
      The
      Company agrees that the Shares may be pledged by the Purchaser in connection
      with a bona  fide margin
      agreement or other loan or financing arrangement that is secured by the Common
      Stock. The pledge of Common Stock shall not be deemed to be a transfer, sale
      or
      assignment of the Common Stock hereunder, and no Purchaser effecting a pledge
      of
      Common Stock shall be required to provide the Company with any notice thereof
      or
      otherwise make any delivery to the Company pursuant to this Agreement or any
      other Transaction Document; provided that the Purchaser and its pledgee shall
      be
      required to comply with the provisions of this Agreement in order to effect
      a
      sale, transfer or assignment of Common Stock to such pledgee. At the Purchaser’s
      expense, the Company hereby agrees to execute and deliver such documentation
      as
      a pledgee of the Common Stock may reasonably request in connection with a pledge
      of the Common Stock to such pledgee by the Purchaser.






4


**ARTICLE
      IV**




**CERTIFICATE
      LEGEND** ****




Section
      4.1  Legend .
      Each
      certificate representing the Shares shall be stamped or otherwise imprinted
      with
      a legend substantially in the following form (in addition to any legend required
      by applicable state securities or "blue sky" laws):




THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR NUEVO FINANCIAL CENTER, INC. SHALL HAVE RECEIVED AN
      OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
      ACT
      AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
      REQUIRED.




The
      Company agrees to reissue certificates representing any of the Shares without
      the legend set forth above if at such time, prior to making any transfer of
      any
      such Shares, such holder thereof shall give written notice to the Company
      describing the manner and terms of such transfer and removal as the Company
      may
      reasonably request. Such proposed transfer and removal will not be effected
      until: (a) either (i) the Company has received an opinion of counsel reasonably
      satisfactory to the Company, to the effect that the registration of the Shares
      under the Securities Act is not required in connection with such proposed
      transfer, (ii) a registration statement under the Securities Act covering such
      proposed disposition has been filed by the Company with the Commission and
      has
      become and remains effective under the Securities Act, (iii) the Company has
      received other evidence reasonably satisfactory to the Company that such
      registration and qualification under the Securities Act and state securities
      laws are not required, or (iv) the holder provides the Company with reasonable
      assurances that such security can be sold pursuant to Rule 144 under the
      Securities Act; and (b) either (i) the Company has received an opinion of
      counsel reasonably satisfactory to the Company, to the effect that registration
      or qualification under the securities or "blue sky" laws of any state is not
      required in connection with such proposed disposition, or (ii) compliance with
      applicable state securities or "blue sky" laws has been effected or a valid
      exemption exists with respect thereto. The Company will respond to any such
      notice from a holder within five (5) business days. In the case of any proposed
      transfer under this Section 4.1, the Company will use reasonable efforts to
      comply with any such applicable state securities or "blue sky" laws, but shall
      in no event be required, (x) to qualify to do business in any state where it
      is
      not then qualified, or (y) to take any action that would subject it to tax
      or to
      the general service of process in any state where it is not then subject. The
      restrictions on transfer contained in this Section 4.1 shall be in addition
      to,
      and not by way of limitation of, any other restrictions on transfer contained
      in
      any other section of this Agreement. W henever
      a
      certificate representing the Shares is required to be issued to the Purchaser
      without a legend, in lieu of delivering physical certificates representing
      the
      Shares, provided the Company's transfer agent is participating in the Depository
      Trust Company (" DTC ")
      Fast
      Automated Securities Transfer program, the Company shall use its reasonable
      best
      efforts to cause its transfer agent to electronically transmit the Shares to
      the
      Purchaser by crediting the account of the Purchaser's Prime Broker with DTC
      through its Deposit Withdrawal Agent Commission (" DWAC ")
      system
      (to the extent not inconsistent with any provisions of this
      Agreement).




**ARTICLE
      V**




**INDEMNIFICATION**




Section
      5.1  Company
      Indemnity .
      The
      Company agrees to indemnify and hold harmless the Purchaser (and its respective
      directors, officers, affiliates, agents, successors and assigns) from and
      against any and all losses, liabilities, deficiencies, costs, damages and
      expenses (including, without limitation, reasonable attorneys’ fees, charges and
      disbursements) incurred by the Purchaser and its directors, officers,
      affiliates, agents, successors and assigns as a result of any inaccuracy in
      or
      breach of the representations, warranties or covenants made by the Company
      herein, unless any such losses are as a result of the Purchaser’s gross
      negligence, bad faith or wilful misconduct.




5




**ARTICLE
      VI**




**MISCELLANEOUS**




Section
      6.1  Fees
      and Expenses .
      Each
      party shall pay the fees and expenses of its advisors, counsel, accountants
      and
      other experts, if any, and all other expenses, incurred by such party incident
      to the negotiation, preparation, execution, delivery and performance of this
      Agreement, provided that the
      Company shall pay all actual, reasonable attorneys' fees and expenses (including
      disbursements and out-of-pocket expenses) for counsel to the Purchaser incurred
      by the Purchaser in connection with (i) the preparation, negotiation, execution
      and delivery of this Agreement, and (ii) any amendments, modifications or
      waivers of this Agreement or any of the other Transaction Documents. In
      addition, the Company shall pay all reasonable fees and expenses incurred by
      the
      Purchaser in connection with the enforcement of this Agreement or any of the
      other Transaction Documents, including, without limitation, all reasonable
      attorneys' fees and expenses.




Section
      6.2  Specific
      Performance; Consent to Jurisdiction; Venue .




(a)  The
      Company and the Purchaser acknowledges and agrees that irreparable damage would
      occur in the event that any of the provisions of this Agreement or the other
      Transaction Documents are not performed in accordance with their specific terms
      or are otherwise breached. It is accordingly agreed that the parties shall
      be
      entitled to an injunction or injunctions to prevent or cure breaches of the
      provisions of this Agreement or the other Transaction Documents and to enforce
      specifically the terms and provisions hereof or thereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.




(b)  The
      parties agree that venue for any dispute arising under this Agreement will
      lie
      exclusively in the state or federal courts located in New York County, New
      York,
      and the parties irrevocably waive any right to raise *forum
      non conveniens* or any
      other argument that New York is not the proper venue. The parties irrevocably
      consent to personal jurisdiction in the state and federal courts of the state
      of
      New York. The Company and the Purchaser consent to process being served in
      any
      such suit, action or proceeding by mailing a copy thereof to such party at
      the
      address in effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 6.2 shall affect or limit any right to serve
      process in any other manner permitted by law.




Section
      6.3  Entire
      Agreement; Amendment .
      This
      Agreement and the Transaction Documents contain the entire understanding and
      agreement of the parties with respect to the matters covered hereby.




Section
      6.4  Waivers .
      No
      waiver by any party of any default with respect to any provision, condition
      or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of any party to exercise any right hereunder in
      any
      manner impair the exercise of any such right accruing to it
      thereafter.




Section
      6.5  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. Subject to Section 4.1 hereof, the Purchaser
      may
      assign the Shares and its rights under this Agreement and the other Transaction
      Documents and any other rights hereto and thereto without the consent of the
      Company.




Section
      6.6  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be
      drafted.




6


Section
      6.7  Counterparts .
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and shall become effective
      when counterparts have been signed by each party and delivered to the other
      parties hereto, it being understood that all parties need not sign the same
      counterpart.




Section
      6.8  Severability .
      The
      provisions of this Agreement are severable and, in the event that any court
      of
      competent jurisdiction shall determine that any one or more of the provisions
      or
      part of the provisions contained in this Agreement shall, for any reason, be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision or part
      of a
      provision of this Agreement and this Agreement shall be reformed and construed
      as if such invalid or illegal or unenforceable provision, or part of such
      provision, had never been contained herein, so that such provisions would be
      valid, legal and enforceable to the maximum extent possible.




Section
      6.9  Further
      Assurances .
      From
      and after the date of this Agreement, upon the request of the Purchaser or
      the
      Company, the Company and the Purchaser shall execute and deliver such
      instruments, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]





7


IN
      WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase
      Agreement to be duly executed by their respective authorized officers as of
      the
      date first above written.





**NUEVO FINANCIAL CENTER,
              INC.**By:_____________________________________Name:Title:**VISION OPPORTUNITY MASTER FUND,
              LTD.**By:_____________________________________Name:Title:




8


**EXHIBIT
      A**


**LIST
      OF PURCHASERS**




**Name
                  and Address**
                **of
                  Purchaser**
              **Number
                  of Shares**
                **Purchased**
              **Dollar
                  Amount
                  of**
                **Investment**Vision
                  Opportunity Master Fund, Ltd
                20
                  W. 55th Street, 5th floor
                New
                  York, NY 10019
                Fax:
                  212-867-1416
                Attn:
                  Adam Benowitz and
                Antti
                  Uusiheimala
                E-mail:adam@visicap.com
                antti@visicap.com
              2,500,000
              $250,000








1





**VISION
      OPPORTUNITY MASTER FUND, LTD.**


20
      W 55th
      St., 5 th Floor


New
      York,
      NY 10019





October
      18, 2007





Nuevo
      Financial Center, Inc.


2212
      Bergenline Avenue


Union
      City, New Jersey 07087





Re:  Securities
      Purchase Agreements - May 2006 and October 2006





Gentlemen:





Reference
      is made to that certain (A) Securities Purchase Agreement, dated on or about
      May
      2, 2006 (the “ May
      Agreement ”)
      between Nuevo Financial Center, Inc. (the “ Company ”)
      and
      Vision Opportunity Master Fund, Ltd (the “ Purchaser ”),
      whereby the Purchaser purchased from the Company in the aggregate, $500,000
      of
      Units, each of which consists of (i) secured convertible promissory notes (the
      “ Notes ”),
      (ii)
      Class A warrants (the “ A
      Warrants ”)
      to
      purchase 1,000,000 shares of common stock, par value $0.001 per share (the
      “ Common
      Stock ”)
      at
      $0.50 per share, (iii) Class B warrants (the “ B
      Warrants ”)
      to
      purchase 500,000 shares of Common Stock at $1.00 per share and (iv) a warrant
      to
      purchase shares of Common Stock and Warrants (the “ Unit
      Purchase Warrants ”);
      (B)
      registration rights agreement dated May 2, 2006 providing for the registration
      of the shares of Common Stock issuable upon conversion of the securities
      referred to above (the “ Registration
      Rights Agreement ”);
      and
      (C) Securities Purchase Agreement, dated on or about October 18, 2006 (the
      “ October
      Agreement ”
and
      together with the May Agreement, the “ Agreements ”)
      between the Company and the Purchaser, whereby the Purchaser purchased from
      the
      Company in the aggregate, an additional $500,000 of Units, consisting of the
      same principal amount of Notes and same number of A Warrants, B Warrants and
      Unit Purchase Warrants issued pursuant to the May Agreement (the “ Additional
      Securities ”).
      For
      purposes hereof, the defined terms “Notes,” “A Warrants,” “B Warrants” and “Unit
      Purchase Warrants” shall be deemed to include the Additional Securities.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given such terms in the applicable Agreements.




Reference
      is also made to that certain Common Stock Purchase Agreement dated as of the
      date hereof by and between the Company and the Purchaser, whereby the Purchaser
      is purchasing 2,500,000 shares (the “ Shares ”)
      of
      Common Stock at a purchase price per share of $.10 for an aggregate purchase
      price of $250,000 (the “ New
      Financing ”).





Pursuant
      to the terms of the Agreements and the securities issued pursuant thereto and
      as
      a result of the issuance of the Shares in the New Financing, the Company hereby
      acknowledges and agrees that the conversion price of the outstanding Notes
      held by the Purchaser, and the exercise price of the outstanding A Warrants,
      B
      Warrants and Unit Purchase Warrants held by the Purchaser (and the securities
      issuable upon exercise thereof), are hereby adjusted to a conversion price
      or
      exercise price equal to $.10 per share. The Company represents that there are
      no
      other outstanding securities of the Company that are subject to similar
      anti-dilution rights that will be triggered by the issuance of the Shares in
      the
      New Financing. The Purchaser hereby waives any rights it may have to receive
      additional shares of Common Stock pursuant to the terms of the Agreements
      and the securities issued pursuant thereto as a result of the issuance of the
      Shares in the New Financing.





This
      letter agreement may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. In the event that any signature is delivered by facsimile
      or e-mail transmission, such signature shall create a valid binding obligation
      of the party executing (or on whose behalf such signature is executed) the
      same
      with the same force and effect as if such facsimile or e-mail signature were
      the
      original thereof.





Kindly
      acknowledge your agreement to the foregoing by signing in the place indicated
      below.





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Very truly yours,
              
              VISION
                  OPPORTUNITY MASTER FUND, LTD.
                
                By:
                    _____________________________
                  Name:
                  Title:




Acknowledged
      and agreed:





NUEVO
      FINANCIAL CENTER, INC.








By:
      _____________________________


Name:


Title:






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