July
      1,
      2006





Huron
      Holdings, Inc.


18301
      Von
      Karman, Suite 250


Irvine,
      CA 92612


Attn:
      Robert Wonnacott, Director





Dear
      Mr.
      Wonnacott:





This
      letter agreement confirms the engagement of Monarch Bay Capital Group, L.L.C.
      (“MBCG”) by Huron Holdings, Inc. (“Huron”) as consultants to assist in the
      definition and execution of a corporate development strategy and to provide
      chief financial officer and accounting services for Huron.





1. Services .





(a)
      MBCG
      will perform the consulting services described in Exhibit A hereto (the
“Services”). MBCG will devote such time and effort as is it deems necessary to
      provide the Services. Huron will provide MBCG with all information concerning
      Huron which MBCG reasonably deems appropriate in connection with its engagement
      and will provide MBCG with access to Huron’s officers, directors and advisors.
      To Huron’s knowledge, all such information will be true and accurate in all
      material respects and will not contain any untrue statement of a material fact
      or omit to state a material fact necessary in order to make the statements
      therein not misleading in light of the circumstances under which such statements
      are made. Huron acknowledges that MBCG will be using and relying upon the
      accuracy and completeness of publicly available information and the information
      supplied by the Company and its officers in connection with its engagement
      without independent verification.





(b)
      MBCG
      will keep confidential and not disclose or permit its employees or
      representatives to disclose confidential information received from Huron (other
      than to MBCG employees or agents involved in the performance of services
      hereunder or otherwise on a need-to-know basis), except as contemplated in
      this
      letter agreement, as otherwise may be authorized by Huron, or as may be required
      by law. For purposes of this letter agreement, “confidential information” means
      information provided by Huron to MBCG that is not otherwise available to MBCG
      from sources outside of Huron, and any such information shall cease to be
      confidential information when it becomes generally available, or comes to MBCG’s
      attention, through other sources that do not, to MBCG’s knowledge at the time,
      involve a violation of this or any similar agreement.





2. Fees .
      For
      each month during the term of this letter agreement, commencing July 1, 2006,
      Huron will pay to MBCG a fee (the “Monthly Fee) equal to $20,000 payable in
      cash. The Monthly Fee payable in cash for each month will be due and payable
      on
      the first business day of such month and is non-refundable.





3. Expenses .
      In
      addition to the compensation described in Section 2 above, Huron will reimburse
      MBCG for all reasonable out-of-pocket expenses incurred in connection with
      the
      performance of the Services upon presentation of supporting documentation
      (including, but not limited to, travel and entertainment expense incurred in
      accordance with Huron policies and reasonable fees and expenses of consultants
      or legal counsel retained by MBCG), provided that such expenses are pre-approved
      by Huron. Such reimbursement will be due and payable within five days after
      Huron’s receipt of MBCG’s invoice for same.





4. Indemnity;
      Limitation of Liability .





(a)
      Huron
      will indemnify and hold harmless MBCG against any and all losses, claims,
      damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
      and disbursements (and any and all actions, suits, proceedings and
      investigations in respect thereof and any and all legal and other costs,
      expenses and disbursements in giving testimony or furnishing documents in
      response to a subpoena or otherwise), including, without limitation, the costs,
      expenses and disbursements, reasonably incurred, as and when incurred, of
      investigating, preparing or defending any such action, suit, proceeding or
      investigation (whether or not in connection with litigation in which MBCG is
      a
      party), directly or indirectly, caused by, relating to, based upon, arising
      out
      of, or in connection with this letter agreement or MBCG’s performance hereunder,
      except to the extent primarily caused by the gross negligence or willful
      misconduct of MBCG.




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(b)
      The
      indemnification provisions shall be in addition to any liability which Huron
      may
      otherwise have to MBCG or the persons indemnified below in this sentence and
      shall extend to the following: MBCG, its affiliated entities, members,
      employees, legal counsel, agents and controlling persons (within the meaning
      of
      the federal securities laws), and the officers, directors, employees, legal
      counsel, agents and controlling persons of any of them. All references to MBCG
      in this Section 4 shall be understood to include any and all of the
      foregoing.





(c)
      MBCG
      shall not have any liability (whether direct or indirect, in contract or tort
      or
      otherwise) to Huron for or in connection with this letter agreement or MBCG’s
      performance hereunder, except to the extent that any such liability is found
      in
      a final judgment by a court of competent jurisdiction (not subject to further
      appeal) to have resulted primarily from MBCG’s gross negligence or willful
      misconduct. In no case shall MBCG’s liability (whether direct or indirect, in
      contract or tort or otherwise) to Huron for or in connection with this letter
      agreement or MBCG’s performance hereunder exceed the aggregate fees paid by
      Huron to MBCG hereunder.





5. Term
      of Engagement .
      The
      initial term of this letter agreement shall be from the date hereof through
      December 31, 2007 (the “Initial Term”). After the Initial Term, the term of this
      letter agreement will automatically be extended for an additional successive
      twelve-month periods unless either party provides written notice to the other
      party of its intent not to so extend the term at least 30 days before the
      expiration of the then current term. Upon termination or expiration of this
      letter agreement, neither party will have any liability or continuing obligation
      to the other, except that: (a) Huron will remain liable for any Monthly Fees
      and
      out-of-pocket expenses incurred up to the time of termination and (b) the
      provisions of Sections 4, 6 and 7 will survive the termination or expiration
      of
      this letter agreement.





6. Successors
      and Assigns .
      The
      benefits of this letter agreement shall inure to the respective successors
      and
      assigns of the parties hereto and of the indemnified parties hereunder and
      their
      successors and assigns and representatives, and the obligations and liabilities
      assumed in this letter agreement by the parties hereto shall be binding upon
      their respective successors and assigns; provided, that the rights and
      obligations of either party under this Agreement may not be assigned without
      the
      prior written consent of the other party hereto and any other purported
      assignment shall be null and void.





7. Miscellaneous .





(a)
      Huron
      is a sophisticated business enterprise that has retained MBCG for the limited
      purposes set forth in this letter agreement, and the parties acknowledge and
      agree that their respective rights and obligations are contractual in nature.
      Huron recognizes that the consulting relationship is not an exclusive
      relationship for MBCG or any of its personnel. Each party disclaims an intention
      to impose fiduciary obligations on the other by virtue of the engagement
      contemplated by this letter agreement, and each party agrees that there is
      no
      fiduciary relationship between them.





(b)
      The
      Services do not include requiring MBCG to engage in any activities for which
      an
      investment advisor’s registration or license is required under the U.S.
      Investment Advisors Act of 1940, or under any other applicable federal or state
      law; or for which a “broker’s” or “dealer’s” registration or license is required
      under the U.S. Securities Exchange Act of 1934, or under any other applicable
      federal or state law. MBCG’s work on this engagement shall not constitute the
      rendering of legal advice, or the providing of legal services, to Huron.
      Accordingly, MBCG shall not express any legal opinions with respect to any
      matters affecting Huron.





(c)
      The
      validity and interpretation of this letter agreement shall be governed by the
      law of the State of California applicable to agreements made and to be fully
      performed therein. Huron and MBCG agree that if any action is instituted to
      enforce or interpret any provision of this letter agreement, the jurisdiction
      and venue shall be Orange County, California.




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(d)
      This
      letter agreement constitutes the entire agreement of the parties with respect
      to
      the matters herein referred and supersedes all prior agreements and
      understandings, written and oral, between the parties with respect to the
      subject matter hereof. Neither this letter agreement nor any term hereof may
      be
      changed, waived or terminated orally, except by an instrument in writing signed
      by the party against which enforcement of the change, waiver or termination
      is
      sought.




Please
      confirm your agreement by signing and returning a copy of this letter agreement
      to MBCG.




Very truly yours,Monarch Bay Capital Group, L.L.C.By:
            David
              WaltersPresident


Accepted
                and agreed by:Huron Holdings, Inc.By:
            Robert WonnacottDirector


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**Exhibit
      A**


**Services**





**Financial
      Justification and Modeling**




·
            Developing
                an overall financial justification and model for Huron’s overall
                acquisition strategy, including analysis of comparable public companies,
                an acquisition criteria matrix and standard deal
                terms.


·
            Developing
                presentation materials with respect to Huron’s acquisition strategy for
                presentation to Huron’s creditors and other potential
                sources.


·
            Developing
                financial justifications and models for specific acquisition opportunities
                pursued by Huron.





**Due
      Diligence**




·
            Developing
                standard due diligence procedures and checklist for
                acquisitions.


·
            Identifying
                and defining key due diligence issues regarding specific acquisition
                opportunities.


·
            Coordinating
                due diligence activities with respect to acquisitions on behalf of
                Huron,
                drawing on Huron’s legal and accounting advisors as
                appropriate.





**Documentation
      and Transaction Processing**




·
            Defining
                and analyzing process steps and key issues regarding acquisitions.


·
            Developing
                transaction timelines and responsibility
                lists.


·
            Assisting
                Huron with structuring and negotiating terms and conditions of
                acquisitions.


·
            Assisting
                Huron with the preparation of acquisition term sheets and/or letters
                of
                intent, drawing on Huron’s legal and accounting advisors as
                appropriate.


·
            Assisting
                Huron with the preparation of acquisition documentation, drawing
                on
                Huron’s legal and accounting advisors as
                appropriate.


·
            Coordinating
                the closing process for acquisitions on behalf of Huron.




**Chief
      Financial and Accounting Officer**




·
            Perform
                all principal accounting and financial officer
                duties.


·
            Prepare
                and maintain current status with all taxes including but not limited
                to
                Federal, State, Employment, Sales and Use
                taxes.


·
            Direct
                all finance, accounting and treasury functions including cash forecasting,
                cash management, operational budgeting, month-end closing, and ensure
                accuracy and compliance in accounting/financial
                reporting.


·
            Transform
                finance operations through improved processes, advising on financial
                performance, evaluation of outsourcing options, best management practices,
                evaluating/appraising strategic
                partnerships.


·
            Support
                fundraising activities.


·
            Analyze
                financial and operating information for management to facilitate
                decision-making and provide input for corrective action, where
                applicable.


·
            Recommend/implement
                improvements to ensure the integrity of the company’s financial
                information and systems.


·
            Forecast
                and monitor financial information against goals and operating
                strategy.


·
            Manage/oversee
                relationships with independent auditors, banks and investment banking
                community.


·
            Handle
                financial negotiations with other third party
                relationships.


·
            Prepare
                quarterly updates to the financial
                forecast.


·
            Lead
                the financial due diligence
                efforts.


·
            Lead
                the integration of accounting and finance systems for
                mergers.




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