**Exhibit
      10.1**





**AGREEMENT**





**THIS
      AGREEMENT** is
      effective as of February 26, 2007, by and between Garisch Financial, Inc.,
      an
      Illinois corporation with its principal place of business located at 1753 Park
      Ridge Pointe, Park Ridge, Illinois 60068 (“GFI”), Frezer, Inc., a corporation
      organized and existing under the laws of the state of Nevada, with its principal
      place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach,
      FL
      32963 (“Frezer”), and KI Equity Partners IV, LLC, a Delaware limited liability
      company (“KI Equity”). Frezer and KI Equity may be referred to collectively as
      the “Clients.” GFI and the Clients may each be referred to as a “Party” or
      collectively as the “Parties.”





**RECITALS**





**WHEREAS** ,
      GFI is
      engaged in the business of providing consulting services to public and private
      companies including, without limitation, conducting due diligence
      investigations, assisting in the preparation of SEC filings, structuring,
      evaluating and executing business transactions, business combinations and
      mergers, recommending and advising on corporate and strategic matters, and
      reviewing financial and accounting matters (“Services”); and





**WHEREAS** ,
      Frezer
      and KI Equity desire to engage GFI described herein, and GFI desires to accept
      such engagement, all in accordance with the terms and conditions herein set
      forth;





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual promises and covenants set forth herein, the Parties
      hereby agree as follows:





**1.**
            **Intent
                and Services**




It
      is the
      general nature and intent of this Agreement that GFI will provide the Services
      to KI Equity solely in connection with KI Equity’s purchase of a controlling
      interest in Frezer (“Acquisition”) and to Frezer solely in connection with the
      initial actions by Frezer following such Acquisition (collectively, such
      services shall be the “Transaction Services”). GFI will provide such Transaction
      Services at the reasonable request of KI Equity and/or Frezer as an independent
      contractor and not as an employee. The Parties hereto specifically acknowledge
      and agree that GFI’s performance of the Transaction Services shall not be
      construed or considered legal, investment banking or capital formation services
      or advice. The Parties further agree that the Transaction Services shall not
      be
      construed as the practice of law, and KI Equity and Frezer each acknowledge
      and
      agree that they have been advised by GFI to seek legal counsel if they deem
      such
      to be necessary.





**2.**
            **Transaction
                Services**





The
      Parties hereto acknowledge and agree that GFI, as of the date hereof, has
      completed all of the Transaction Services to be satisfaction of KI Equity and
      Frezer.





**3.**
            **Compensation**





In
      consideration of the services provides hereunder, GFI shall be entitled to
      the
      following compensation to be paid upon the execution of this Agreement, all
      of
      which compensation shall be fully earned, vested and non-refundable:





a)
            GFI
                shall receive a cash payment of
                $25,000.





b)
            GFI
                shall also receive 1,700,000 shares of common stock of Frezer (“Shares”),
                which are valued at $17,000 in the aggregate, or $0.01 per share.
                The
                Parties acknowledge and agree that the value of the Shares as set
                forth in
                the preceding sentence is the best determinate of the fair value
                of such
                Shares based on the recent price of shares sold by Frezer in arm’s length
                transactions. The Shares shall be issued pursuant to an exemption
                from
                registration under the Securities Act of 1933, as amended (“Securities
                Act”), and the certificates representing the Shares shall contain the
                restrictive legend under the Securities Act. Prior to the issuance
                of the
                Shares, GFI shall provide a representation letter to Frezer with
                respect
                to the issuance of the Shares, which shall be satisfactory to Frezer.
                The
                Parties agree that the Shares shall have registration rights pursuant
                to
                the terms of a registration rights agreement to be entered into by
                Frezer
                and GFI.









c)
            GFI
                shall be reimbursed for any out-pocket expenses incurred by GFI in
                connection with its Transaction Services hereunder, provided such
                expenses
                are approved in advance.




**4.**
            **Independent
                Contractor**





GFI
      shall
      be, and is deemed to be, an independent contractor in the performance of its
      duties hereunder. GFI shall have no power to enter into any agreement on behalf
      of or otherwise bind KI Equity or Frezer without the express prior written
      consent of KI Equity or Frezer. GFI shall be free to pursue, conduct, carry
      on
      and provide for its own account (or for the account of others) similar Services
      to other clients.





**5.**
            **Indemnification**





GFI
      shall
      not be liable to KI Equity or Frezer, or to anyone who may claim any right
      due
      to any relationship with KI Equity or Frezer, for any acts or omissions in
      the
      performance of the Transaction Services on the part of GFI or on the part of
      the
      agents or employees of GFI, except when said acts or omissions of GFI are due
      to
      willful misconduct or gross negligence. KI Equity and Frezer agree to indemnify
      and hold GFI and its officers, directors, shareholders, managers, members,
      agents, advisors, consultants and employees (“Indemnified Parties”) harmless
      from any and all losses, expenses, claims, damages or liabilities (including
      reasonable attorneys’ fees) incurred by any Indemnified Party arising out of or
      related to the performance of GFI's services under this Agreement, and KI Equity
      and Frezer shall, at the option of GFI, reimburse GFI or pay directly for any
      and all legal or other expenses incurred in connection with the investigation
      or
      defense of any action or claim in connection therewith; provided, however,
      that
      KI Equity and Frezer shall not be liable for any loss, claim, damage or
      liability that is found (as set forth in a final judgment by a court of
      competent jurisdiction) to have resulted in a material part from any act by
      GFI
      which constitutes willful misconduct or gross negligence by GFI.





**6.**
            **Confidentiality**





GFI
      agrees that any information provided to it by KI Equity or Frezer of a
      confidential nature will not be revealed or disclosed to any person or entity,
      except as required by GFI in the performance of this Agreement, until (i) such
      time that the information is or becomes generally known by the public (other
      than as a result of its disclosure by GFI in breach of this Agreement), (ii)
      is
      known or becomes known by GFI on a non-confidential basis from a person not
      otherwise bound by a confidentiality agreement or who is not otherwise known
      to
      be prohibited from transmitting the information to GFI, or (iii) subject to
      the
      following sentence, is required by applicable law, regulation or court or
      administrative order to be disclosed. In the event that GFI receives a request
      to disclose all or any part of any confidential information under the terms
      of a
      valid and effective subpoena or order issued by a court of competent
      jurisdiction, GFI agrees to (i) immediately notify KI Equity or Frezer of the
      existence, terms and circumstances surrounding such a request, (ii) consult
      with
      KI Equity or Frezer on the advisability of taking legal available steps to
      resist or narrow such request, and (iii) if disclosure of such information
      is
      required, exercise GFI’s reasonable commercial efforts to obtain an order or
      other reliable assurance that confidential treatment will be accorded to such
      information.




GFI
      hereby acknowledges that it is aware, that the United States securities laws
      prohibit any person who has material, non-public information concerning the
      matters which are the subject of this Agreement from purchasing or selling
      securities of any public company or entering into any hedging or short selling
      transactions involving the securities of any public company, to the extent
      such
      public Company has a class of publicly traded securities, and from communicating
      such information to any other person under circumstances in which it is
      reasonably foreseeable that such person is likely to purchase or sell such
      securities.









**7.**
              **Notices**





All
      notices hereunder shall be in writing addressed to the Party at the address
      herein set forth, or at such other address as to which notice: pursuant to
      this
      section may be given, and shall be given by personal delivery, by certified
      mail
      (return receipt requested), Express Mail or by national overnight courier.
      Notices will be deemed given upon the earlier of actual receipt or three (3)
      business ** days
      after being mailed or delivered to such courier service.





Notices
      shall be addressed as follows:


If
                  to Frezer:
              Frezer,
                  Inc.936A
                  Beachland Boulevard, Suite 13Vero
                  Beach, FL 32963Attn:
                  Kevin R. Keating, PresidentIf
                  to KI Equity:
              KI
                  Equity Partners IV, LLC5251
                  DTC Parkway, Suite 1090Greenwood
                  Village, CO 80111Attn:
                  Timothy J. Keating, ManagerIf
                  to GFI:
              Garisch
                  Financial, Inc.1753
                  Park Ridge PointePark
                  Ridge, IL 60068Attn:
                  Frederic M. Schweiger,
                  President




Any
      notices to be given hereunder will be effective if executed by and sent by
      the
      attorneys for the Parties giving such notice, and in connection therewith the
      Parties and their respective counsel agree that, in giving such notice, such
      counsel may communicate directly in writing, with such Parties to the extent
      necessary to give such notice.





**8.**
            **Representations
                and Warranties of KI Equity and
                Frezer**





KI
      Equity
      and Frezer each represent and warrant to GFI that:





a)
            Each
                will cooperate fully and timely with GFI to enable GFI to perform
                the
                Transaction Services that may be rendered
                hereunder;





b)
            Each
                has full power and authority to enter into this
                Agreement;





c)
            The
                performance by each of them of this Agreement will not violate any
                applicable court decree, law or regulation, nor will it violate any
                provision(s) of the organizational or corporate governance documents
                of
                each of them or any contractual obligation by which each of them
                may be
                bound; and





d)
            All
                information supplied to GFI by each of them, shall be true and accurate
                and complete in all material respects, to the best knowledge of each
                of
                them.





**9.**
            **Representations
                and Warranties of GFI**





GFI
      represents and warrants to KI Equity and Frezer that:





a)
            It
                has full power and authority to enter this
                Agreement;





b)
            It
                has the requisite skill and experience to perform the Transaction
                Services
                and to carry out and fulfill its duties and obligations hereunder;
                and





c)
            It
                will use its best efforts to complete all Transaction Services in
                a timely
                and professional manner.









**10.**
            **Governing
                Law, Dispute Resolution, and
                Jurisdiction**





This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois, without giving effect to the conflicts of laws principles
      thereof. All disputes, controversies or claims (“Disputes”) arising out of or
      relating to this Agreement shall in the first instance be the subject of a
      meeting between a representative of each Party who has decision-making authority
      with respect to the matter in question. Should the meeting either not take
      place
      or not result in a resolution of the Dispute within twenty (20) business days
      following notice of the Dispute to the other Party, then the Dispute shall
      be
      resolved in a binding arbitration proceeding to be held in Chicago, Illinois,
      in
      accordance with the international rules of the American Arbitration Association.
      The Parties agree that a panel of one arbitrator shall be required. Any award
      of
      the arbitrator shall be deemed confidential information for a minimum period
      of
      five years. The arbitrator may award attorneys’ fees and other arbitration
      related expense, as well as pre- and post-judgment interest on any award of
      damages, to the prevailing Party, in their sole discretion.





**11.**
            **Miscellaneous**





a)
            No
                Waiver.
                No provision of this Agreement maybe waived except by agreement in
                writing
                signed by the Parties hereto. A waiver of any term or provision of
                this
                Agreement shall not be construed as a waiver of any other term or
                provision.





b)
            Non-assignability.
                This Agreement is not assignable without the written consent of the
                other
                Parties.





c)
            Multiple
                Counterparts.
                This Agreement may be executed in multiple counterparts, each of
                which
                shall be deemed an original. It shall not be necessary that each
                Party
                executes each counterpart, or that any one counterpart be executed
                by more
                than one Party so long as each Party executes at least one counterpart.
                Facsimile or electronic signatures of this Agreement shall be construed
                and accepted as original signatures hereof.





d)
            Severability.
                If any provision of this Agreement is declared by any court of competent
                jurisdiction to be invalid for any reason, such invalidity shall
                not
                affect the remaining provisions of this
                Agreement.





e)
            Construction.
                No provision of this Agreement shall be construed against any Party
                by
                virtue of the fact that that this Agreement was primarily prepared
                by such
                Party.





f)
            Headings.
                The section and paragraph heading shall not be deemed a part of this
                Agreement.





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      of this page intentionally left blank.]







**IN
      WITNESS WHEREOF** the
      undersigned have executed this Agreement as of the day and year first above
      written.




**KI
                EQUITY PARTNERS IV, LLC**
            
            
            **FREZER,
              INC.**By:/s/
                Timothy J. Keating
            
            
            By: 
                /s/ Kevin R. KeatingTimothy
                J. Keating, Manager
            
            
            Kevin
                R. Keating, President




**GARISCH
                FINANCIAL, INC.**By:********/s/
                Frederic M. SchweigerFrederic
                M. Schweiger, President