EXHIBIT 10.2

            [LOGO]
Member of NASD, MSRB and SIPC
    EMPIRE FINANCIAL GROUP, INC
   14 East 60 Street, 2nd Floor
         NY, NY I0022
         646-329-7007
         973-277-3634

                                                                December 2, 2006

Mr. Peter Katevatis
Chief Executive Officer/ President
Mediscience Technology Corporation
1235 Folkestone Way
Cherry hill, NJ 08034


Dear Mr. Peter Katevatis:


      This  letter  (the   "Agreement")   constitutes   the  agreement   between
Mediscience  Technology  Corporation (the "Company") and Empire Financial Group,
Inc.  ("Empire") that Empire shall serve as the placement agent for the Company,
on a "best  efforts"  basis,  in connection  with the proposed offer and private
placement  (the  "Offering") by the Company of $2.0 million and is predicated on
successful completion of the doe diligence investigation by Empire.


      A. Fees and Expenses. In connection with the Services described above, the
Company shall pay to Empire the following:

      1. Placement  Agent's Fee. As compensation  for its services in connection
with the Private  Placement,  the Company  agrees to pay Empire a  nonrefundable
retainer fee of $10,000 ("Ten Thousand  Dollars") in cash upon execution of this
letter agreement.  The Company shall pay to Empire a cash placement fee equal to
twelve percent (12.0%) of the aggregate purchase price paid by each purchaser of
Securities that were placed in the Offering (the "Placement  Agent's Fee").  The
Placement Agent's Fee wilt be deducted from the gross proceeds of the Securities
sold at the Closing,  The amount of the retainer tee  previously  paid to Empire
will be credited  on a dollar for dollar  basis  toward the cash  portion of the
placement fee.

      2,  Expenses.  In addition  to any fees  payable to Empire  hereunder  and
regardless of whether an Offering is  consummated,  the Company hereby agrees to
reimburse Empire, within ten (10) days after



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Written  request  therefore,  all  reasonable  travel  and  other  out-of-pocket
expenses  incurred  in  connection  with  Empire's  engagement,   including  the
reasonable  fees and  expenses of Empire's  counsel but which shall he capped at
$5,000. The Company shall also be responsible for ordering up to ten (10) Lucite
deal  tombstones  and shall  release a press  release at the  conclusion  of the
transaction that shall be reviewed and approved by Empire.

      3. Warrants: In addition to the Placement Agent's Fee, upon the closing of
the sale of securities in connection with the Offering,  the Company shall issue
to the  Placement  Agent  warrants  to  purchase  shares of common  stock of the
Company  (the  "Warrants")  in an amount  ten  percent  (100%) of the  amount of
Securities issued or issuable by the Company in the Offering. The Warrants shall
be  exercisable at 120% of the Offering Price or at the market price on the date
of signing this  agreement,  whichever is lower.  The Warrants shall expire five
years  from the  date of  issuance.  The  Warrants  shall  be in the same  form,
including,  without  limitation,  the same registration rights and anti-dilution
provisions,  as the  securities  sold in the  Offering;  provided  however,  the
Warrants shall include a "net issuance" exercise feature.

      B. No-Shop.  Until the Offering  contemplated hereby is completed,  but no
later than 180 days from the date hereof  (the  "No-Shop  Period"),  the Company
agrees that it will not negotiate  with any other person  relating to a possible
public or private offering or placement of the Company's securities.

      C. Term and Termination of Engagement.  Except as set form below, the term
(the Term") of Empire's  engagement will begin on die date hereof and end on the
earlier of the  consummation  of due Offering or 20 days after receipt by cither
Party hereto of written notice of termination;  provided that no such notice may
be given by the  Company  during the No Shop  Period.  Notwithstanding  any such
expiration  or  termination,  Paragraphs D through N shall survive and remain in
full force and effect and be binding on the parties  hereto,  in accordance with
their terms.

      D. Fie  Tail.  Empire  shall  be  entitled  to a  Placement  Agent's  Fee,
calculated in the manner provided in Paragraph A, with respect to any securities
purchased in any subsequent offering  ("Subsequent  Offering") by investors whom
Empire bad introduced to the Company during the Term if such Subsequent Offering
is  consummated  at any  time  within  (i) the  24-month  period  following  the
consummation  of  this  Offering  and  (ii),  if no  Offering  shall  have  been
consummated  during the Term,  the six month period  following the expiration or
termination of this Agreement.

      E. Future  Transactions,  If, at any time  during the Tern,  or within the
24-month  period  following  consummation  of the Offering  during the Term, the
Company or any of its subsidiaries (i) disposes of or acquires business units or
acquires any of its outstanding securities or makes any exchange or tender offer
or enters into a merger,  consolidation  or other  business  combination  or any
recapitalization,  reorganization,  restructuring or other similar  transaction,
including,  without limitation,  an extraordinary  dividend or distribution or a
spin-off or split-off (each, a "Transaction"), and the Company decides to retain
a financial advisor for such Transaction,  Empire shall have the right to act as
one of the  Company's  financial  advisors  for any  such  Transaction;  or (ii)
decides to  finance  or  refinance  any  indebtedness  using a manager or agent,
Empire (or any affiliate  designated by Empire) shall have the right to act as a
manager,  placement  agent or lead  agent  with  respect  to such  financing  or
refinancing- or (iii) determines to raise funds by means of a public offering or
a Offering of equity or debt securities using an underwriter or placement agent,
Empire  shall  have the right to act as an  underwriter,  initial  purchaser  or
placement agent for such financing.  In each case where Empire so serves, Empire
shall be  entitled  to at least one third of the total  fees paid in  connection
with the foregoing  transactions.  If Empire or its affiliates decides to accent
any such engagement, the agreement governing such engagement will

                                       2

<PAGE>


Contain,  among other things,  provisions for customary fees for Transactions of
similar  size  <<fid  nature and the  provisions  of this  Agreement,  including
indemnification, which are appropriate to such Transaction.

      F. Use of  information.  The Company  will  furnish  Empire  such  written
information as Empire reasonably  requests in connection with die performance of
its services hereunder.  The Company understands,  acknowledges and agrees that,
in  performing  its services  hereunder,  Empire will use and rely entirely upon
such information as Well as publicly available information regarding the Company
and other  potential  parties to an  Offering  and that  Empire  docs not assume
responsibility  for independent  verification of the accuracy or completeness of
any  information,  whether  publicly  available  or  otherwise  furnished to it,
concerning the Company or otherwise relevant to an Offering,  including, without
limitation,  any financial  information,  forecasts or projections considered by
Empire in connection with the provision of its services.

      G.   Confidentiality,   In  the  event  of  the   consummation  or  public
announcement  of any  Offering,  Empire  shall  have the right to  disclose  its
participation in such Offering,  including, without limitation, the placement at
its cost of  "tombstone"  advertisements  in financial and other  newspapers and
journals.  Empire  agrees to Steep  confidential  during die Term,  and for five
years after the expiration or any termination,  of this Agreement,  all material
nonpublic information provided to it by the Company,  except as required by law,
pursuant to an order of a court of  competent  jurisdiction  or the request of a
regulatory  authority  having  jurisdiction  over  Empire or its  affiliate*  (a
"Regulatory  Request"*,  or as  contemplated  by the  terms  of this  Agreement,
provided  Empire  shall,  if permitted by law, give notice to the Company of the
request or order  (other than a  Regulatory  Request)  to furnish the  nonpublic
information.  Notwithstanding  any provision herein to the contrary,  Empire may
disclose nonpublic  information to its affiliates,  agents and advisors whenever
Empire  determines  that such  disclosure  is  necessary to provide the services
contemplated  hereunder,  provided  that  Empire  advises  such  persons  of the
obligation  to maintain  the  confidentiality  of such  information  and remains
liable  under  this  Agreement  for  any  breach  of   confidentiality  by  such
affiliates,  agents and advisors.  Notwithstanding  any provision  herein to the
contrary, this Section G shall not bar disclosure of, and Empire and the Company
and their respective  representatives or agents may disclose, without limitation
of any kind,  any  information  with  respect  to the *1ax  treatment"  and "tax
structure"  (in each case,  within the  meaning of Treasury  Regulation  Section
1.6011 -4) of the Offering  and related  transactions  and ail  materials of any
kind  (including  opinions or other tax analyses) that are provided to Empire or
the Company or such representatives or agents relating to such tax treatment and
tax structure,  provided that with respect to any document or similar item, this
sentence  shad only apply to such  portions of the document or similar item that
relate to the tax treatment or tax structure of the Transactions.

      H.  Securities  Matters.  The Company shall be responsible for any and ail
compliance with the securities laws applicable to it, including Regulation D and
the  Securities Act of 1933, and Rule 506  promulgated  there under,  and unless
otherwise  agreed in writing,  all state  securities  ("blue sky") laws.  Empire
agrees to cooperate with counsel to the Company in that regard.

      I.  Indemnity.  Empire  and  the  Company  agree  to  the  indemnification
provisions as set forth In annex A attached hereto.

      J. Limitation of Engagement to the Company.  The Company acknowledges that
Empire has been retained only by the Company,  that Empire is providing services
hereunder  as an  independent  contractor  (and not in any  fiduciary  or agency
capacity)  and that the  Company's  engagement  of Empire k not  deemed to be on
behalf of, and is not intended to confer rights upon, any shareholder, owner or


                                       3
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partner of the Company or any other person not a party hereto as against  Empire
or any of its affiliates, or any of its or their respective officers, directors,
controlling  persons  (within the meaning of Section 15 of the Act or Section 20
of the Securities Exchange Act of 1934),  employees or agents.  Unless otherwise
expressly  agreed in  writing  by  Empire,  no one  other  than the  Company  is
authorized  to rely upon this  Agreement or any other  statements  or conduct of
Empire,  and no one other than the Company is intended  to be a  beneficiary  of
this Agreement.  The Company  acknowledges  that any  recommendation  or advice,
written or oral,  given by Empire to the  Company  in  connection  with  Empires
engagement  is  intended  solely  for  the  benefit  and  use of  the  Company's
management  and  directors  in  considering  a possible  Offering,  and any such
recommendation or advice is not on behalf of, and shall not confer any rights or
remedies upon, any other person or be used or relied upon for any other purpose.
Empire  shall  not have the  authority  to make any  commitment  binding  on the
Company. The Company, in its sole discretion, shall have the right to reject any
investor introduced to it by Empire.

      K. Limitation of Empire's Liability to the Company, Empire and the Company
further agree that neither  Empire nor any of its affiliates or any of its their
respective  officers,  directors,  controlling  persons  (within  the meaning of
Section 15 of the Act or Section 20 of the Exchange  Act of !934),  employees or
agent*  shall  have any  liability  to the  Company,  its  security  holders  or
creditors,  or any person  asserting  claims on behalf of or in the right of the
Company (whether direct or indirect, in contract, tort, for an act of negligence
or otherwise) for any lasses,  fees, damages,  liabilities,  costs,  expenses or
equitable  relief  arising out of or relating to this  Agreement or the Services
rendered  hereunder,  except for losses,  fees, damages,  liabilities,  costs or
expenses  that  arise out of or are based on any  action of or failure to act by
Empire and that are finally determined (by a court of competent jurisdiction and
after  exhausting all appeals) to have resulted solely from die gross negligence
or willful  misconduct  of Empire.  With  respect  to  alleged  breaches  id the
Confidentiality provisions herein by Empire, the Company shall have the right to
pursue equitable relief in addition to any other remedy in equity or law.

      L.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York.  Any  disputes  which  arise
under this  Agreement,  even after the  termination of this  Agreement,  will be
heard only in the state or federal courts located in the City of New York, State
of New York.  The parties  hereto  expressly  agree to submit  themselves to the
jurisdiction of the foregoing courts in the City of New York, State of New York.
The  parties  hereto  expressly  waive any rights  they may have to contest  the
jurisdiction,  venue or authority of any court  sitting in die City and State of
New York.  In the event of the  bringing  of any  action,  or by a parry  hereto
against the other party  hereto,  arising out of or relating to this  Agreement,
the party in whose favor the final  judgment or award shall be entered  shall be
entitled  to have and  recover  from the other  party  die  costs  and  expenses
incurred in connection therewith, including its reasonable attorneys' fees.

      M. Notices. All notices hereunder will be in writing and sent by certified
mail, hand delivery, overnight delivery or tealeaf, if sent to Empire, to Empire
Financial Group.  Inc., 2170 West State Road 434 Suite #100 Longwood,  FL 32?7<<
Attention  Messrs,  Don Wojnowski,  jr., with a copy to Morse,  Zelnick.  Rose &
Under, LLP, 405 Park Avenue, New York, NY 10022, Attention:  Stephen A. Zelnick,
Esq. and if sent to the  Company,  will be mailed,  delivered  or telefaxed  and
confirmed to Mr. Peter  Kalevatis,1235  Folkestone  Way,  Cherry Hill, NJ 08034.
Notices sent by certified  mail shall be deemed  received five days  thereafter,
notices seat by hand delivery or overnight  delivery shall be deemed received on
the date of the relevant  written  record of receipt,  and notices  delivered by
telefax shall be deemed  received as of the date and time printed thereon by the
telefax machine.

      N.  Miscellaneous.  This Agreement shall not be modified or amended except
in writing

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<PAGE>


Signed by Empire and the Company.  This Agreement shall not be assigned  without
the prior written consent of Empire and the Company; provided,  however, that in
the event of a Offering in which the Company is not the surviving corporation or
entity, the Company's remaining obligations (except with respect to the Fee Tail
and Future  Offerings),  if any, under this Agreement shall remain in full force
and effect and become obligations of the surviving  corporation or entity.  This
Agreement  constitutes  the  entire  agreement  of Empire and the  Company  with
respect to the subject matter hereof and supersedes any prior agreements. If any
provision of this Agreement is determined to be invalid or  unenforceable in any
respect, such determination will not affect such provision in any other respect,
and the remainder of the Agreement  shall remain in full force and effect.  This
Agreement may be executed in counterparts  (including  facsimile  counterparts),
each of which  shall be  deemed  an  original  but ail of which  together  shall
constitute one and the same instrument.

      In   acknowledgment   that  the   foregoing   correctly   sets  forth  the
understanding  reached  by  Empire  and the  Company,  please  sign in the space
provided below, whereupon this letter shall constitute a binding Agreement as of
the date indicated above.


                                        Very truly yours,
                                        EMPIRE FINANCIAL GROUP, INC.


                                        By: /s/ Don Wojnowski
                                        Don Wojnowski
                                        Chief Executive
                                        Officer




Confirmed and accepted as of the date first above written



Mediscience Technology
Corporation Peter Katevatis

By: /s/ Peter Katevatis

President and Chief Executive Officer




                                       5
<PAGE>

                                     Annex A




December 2.2006

Empire Financial
Group, Inc. 14 East
60th Street, 2nd
Flow-NY, NY 10022


Gentlemen:

      In  connection  with  our  engagement  of  Empire  Financial  Group,  Inc.
("Empire")  as our  placement  agent,  we  hereby  agree to  indemnify  and hold
harmless  Empire and its  affiliates,  and the respective  controlling  persons,
directors, officers, shareholders,  agents and employees of any of the foregoing
(collectively the "Indemnified  Persons"),  from and against any and all claims,
actions,  suits,   proceedings  (including  those  of  shareholders),   damages,
liabilities and expenses  incurred by any of them (including the reasonable fees
and expenses of counsel),  (collectively a "Claim"), which are (A) related to or
arise out of (i) any actions taken or omitted to be taken  (including any untrue
statements  made or any statements  omitted to be made) by the Company,  or (ii)
any actions taken or omitted to be taken by any Indemnified Person in connection
with our  engagement  of  Empire,  or (B)  otherwise  relate  to or arise out of
Empire's  activities  on our  behalf  under  Empire's  engagement,  and we shall
reimburse any Indemnified Person for all out-of*pocket  expenses  (including the
reasonable fees and expenses of counsel) incurred by such Indemnified  Person in
connection  with  investigating,  preparing or defending any such Claim to which
the indemnified Person is, or is threatened to be made, a party. Notwithstanding
anything to the  contrary set forth above,  we will not be  responsible  for any
Claim,  or  for  any  reimbursement  of any  Indemnified  Person's  expenses  in
connection  with such  Claim,  witch is finally  judicially  determined  to have
resulted from the gross  negligence or willful  misconduct of any person seeking
indemnification  for such Claim.  We further  agree that no  Indemnified  Person
shall have any  liability  to us fur or in  connection  with our  engagement  of
Empire  except  for any Claim  incurred  by us as a result  of such  Indemnified
Person's gross negligence or willful misconduct.


      We further agree that we will not,  without the prior  written  consent of
Empire,  settle,  compromise  or  consent  to the entry of any  judgment  in any
pending or threatened  Claim in respect of which  indemnification  may be sought
hereunder (whether or not any Indemnified Person is an actual or potential party
to such  Claim),  unless  such  settlement,  compromise  or consent  includes an
unconditional, irrevocable release of each indemnified Person hereunder from any
and all liability arising out of such Claim.


      Promptly upon receipt by an Indemnified  Person of notice of any complaint
or  the   assertion  or   institution   of  any  Claim  with  respect  to  which
indemnification is being sought hereunder,  such Indemnified Person shall notify
us in writing of such complaint or of such assertion or institution  but failure
to so notify us shall not relieve us from any obligation we may have  hereunder,
except and only to the extent such failure  results in die  forfeiture  by us of
substantial  rights  and  defenses.  If we so  elect  or are  requested  by such
Indemnified  Person,  we will assume the defense of such  Claim,  including  the
employment of counsel reasonably satisfactory to such indemnified Person and the
payment of the fees and expenses of such counsel.  In the event,  however,  that
legal counsel to such Indemnified Person

                                       6
<PAGE>


reasonably  determines and provides  written  correspondence  to as, that having
common  counsel would present such counsel with a conflict of interest or if the
defendant in, or target of, any such Claim,  includes an Indemnified  Person and
us, and legal counsel to such Indemnified Parson reasonably concludes that there
may be legal defenses  available to such indemnified Person different from or in
addition to those available to us, then such  Indemnified  Person may employ its
own separate counsel to represent or defend H in any such Claim and we shall pay
the  reasonable  fees and  expenses of such  counsel.  Notwithstanding  anything
herein to the contrary,  if we Sis! inner/ or diligently to defend,  contest, or
otherwise  protect against any Claim, the relevant  Indemnified Party shall have
the right,  but not the  obligation,  to defend,  contest,  compromise,  settle,
assert cross claims, or counterclaims or otherwise protect against the same, and
shall be fully indemnified by us therefor,  in accordance with the terms of this
Agreement, including without limitation, for the reasonable fees and expenses of
its counsel and all amounts paid as a result of such Claim or the  compromise or
settlement  thereof.  In addition,  with respect to any Claim in which we assume
the defense,  the indemnified Person shall have the right to participate in such
Claim and to retain its own counsel therefor at its own expense.


      Empire  agrees that it will  indemnify  and hold  harmless the Company and
each  of  its  directors  and  officers,  employees,  agents,  stockholders  and
affiliates  against any Loss whosoever  (including,  but not limited to, any and
all legal fees and other  expenses)  to which the  Company or any such person or
entity  may be  subject  solely as a result of  statements  made in the  Private
Placement  Memorandum  based solely upon  information  supplied by Empire to the
Company in writing or based upon the gross  negligence or willful  misconduct of
Empire or any of its  employees or agents in acting as  Placement  Agent for the
offering and sale hereunder.


      We agree mat if any indemnity sought by an Indemnified Person hereunder is
held by a court to be unavailable  for any reason then {whether or not Empire is
the Indemnified  Person),  we and Empire shall contribute to the Claim for which
such  indemnity is held  unavailable  in such  proportion as is  appropriate  to
reflect the relative  benefits to us, on the one hand,  and Empire on the other,
in  connection  with  Empire's  engagement  referred  to above,  subject  to the
limitation  that in no event shall the amount of Empire's  contribution  to such
Claim exceed the amount of fees actually  received by Empire from us pursuant to
Empire's  engagement.  We hereby agree that the relative  benefits to us. on the
one hand, and Empire on the other, with respect to Empire's  engagement shall be
deemed to be in the same  proportion  as (a) the total value paid or proposed to
be paid or received by us or our  stockholders  as the case may be,  pursuant 10
the Offering  (whether or not  consummated)  for which you arc engaged to render
services  bears  to (b)  the fee  paid or  proposed  to be  paid  to  Empire  in
connection with such engagement.

      Our indemnity,  re-imbursement  and  contribution  obligations  under this
Agreement  shall be in  addition  to,  and  shall in no way  limit or  otherwise
adversely  affect any rights  that any  Indemnified  Party may have at law or at
equity.


      The validity and  interpretation of the agreement shall be governed by and
construed  and  enforced  in  accordance  with the laws of the State of New York
applicable to agreements made and to be fully performed  therein  (excluding the
conflicts  of laws  rules).  Each of Empire and the Company  hereby  irrevocably
submits to the jurisdiction of any court of the State of New York, County of New
York or fee United States  District Court for the Southern  District of New York
for the  purpose of any suit,  action or other  proceeding  arising  out of this
agreement or the Offerings  contemplated  hereby, which is brought by or against
Empire or the  Company  and in  connection  therewith,  each of  Empire  and the
Company  (i) hereby  irrevocably  agrees  flat all claims in respect of any such
salt, action or proceeding may be heard

<PAGE>



and  determined in any such court,  (ii) to the extent that it has acquired,  or
hereafter may acquire,  any immunity from jurisdiction of any such court or from
any legal process therein,  it hereby waives, to the fullest extent permitted by
law,  such  immunity  and (iii)  agrees  not to  commence  any  action,  suit or
proceeding  relating to this  agreement  other than ia any such  court.  Each of
Empire  and the  Company  hereby  waives  and  agrees  not to assert in any such
action,  suit or proceeding,  to the fullest extent permitted by applicable law,
any claim that (a) it is not personally  subject to the jurisdiction of any such
court,  (b) it is immune  from any legal  process  (whether  through  service or
notice, attachment prior to judgment, attachment in aid of execution,  execution
or otherwise) with respect to its property of (c) any suit, action or proceeding
is brought in an inconvenient forum.

      The  provisions  ot this  Agreement  shall remain in full force and effect
following the completion or termination of Empire's engagement.



                                              Very truly yours,
                                              Mediscience Technology Corporation



                                              By: /s/Peter Katevatis
                                                  ---------------------------
                                              Chief Executive Officer


Confirmed and agreed to:
EMPIRE FINANCIAL GROUP, INC.


By: /s/ Don Wojnowski
Don Wojnowski
Chief Executive
Officer


Date: