Exhibit 4.6

                                                     December 20, 2006

Mr. Bok Wong
Perfisans Holdings, Inc.
7828 Kennedy Road, Suite 201
Markham, Ontario, Canada
L3R 5P1
                           RE: LEGAL REPRESENTATION
Dear Mr. Wong,

         Thank you for selecting Gersten Savage LLP for legal  representation of
Perfisans Holdings,  Inc., (the "Company" or "You") in connection with corporate
and securities matters (the "Matters").

SCOPE OF SERVICES AND TIMING.
-----------------------------

         The  Company  has engaged  Gersten  Savage LLP ("GS") to provide  legal
counsel  and  representation  in  connection  with the  Matters,  including  the
Company's  general  corporate  work and  Securities  Act of 1933 and  Securities
Exchange Act of 1934 filings.

ASSIGNMENT OF FIRM PERSONNEL
----------------------------

         Arthur Marcus and Peter Gennuso will oversee our relationship with you.
In addition,  we will draw upon the talent and  expertise of other  partners and
associates  within  the  firm.  We may  also  use  legal  assistants  to  handle
appropriate tasks.

FEES, EXPENSES AND BILLINGS
---------------------------

         The fees for our  services  in  connection  with  the  Matters  will be
1,780,000 shares of the Company's common stock.

                  We shall also be  immediately  reimbursed  for all  reasonable
         out-of-pocket   expenses   incurred  by  or  in  connection  with  this
         engagement  upon  receipt  of our  invoices  therefore.  Invoices  from
         third-party  vendors exceeding $500 must be pre-approved by the Company
         in writing and will be sent to you for direct  payment to such vendors.
         With  respect to the  foregoing,  we shall  provide to the Company on a
         monthly  basis a  summary  of the  expenses  incurred.  If you have any
         questions


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         regarding the billing format or  information  contained in any invoice,
         please contact us so that we can try to answer them promptly.


QUESTIONS AND TERMINATION
-------------------------

         While we anticipate that you will be satisfied with our representation,
we  encourage  you to  inform  us if at any time our  services  do not meet your
expectations.  If we cannot  resolve a problem,  or for any reason,  you may end
this  relationship  at  anytime  by giving us  written  notice,  subject to your
obligation  to pay us  according  to the terms of this  agreement.  We, in turn,
reserve the right to withdraw from the representation upon written notice in the
event  that you fail to  cooperate  with us in any way  which we may  reasonably
request,  or to timely pay our statements in full as submitted,  or in the event
we determine in our reasonable  discretion that it would be improper under rules
of professional responsibility or impractical to continue our relationship.

RESOLUTION OF DISPUTES - MEDIATION AND ARBITRATION
--------------------------------------------------

         Any dispute,  controversy  or claim  arising out of or relating to this
engagement,  including any dispute,  controversy  or claim relating to our fees,
disbursements  and charges,  shall first be submitted to  non-binding  mediation
before a mediator jointly selected by the parties.  Failing  resolution  through
mediation,  any such dispute,  controversy or claim shall be finally resolved by
confidential  arbitration as follows: (1) if and to the extent that the New York
Fee Dispute Resolution Program (Part 137 of 22 NYCRR) providing for the informal
and  expeditious  resolution  of fee disputes  between  attorneys and clients is
applicable, then the rules and procedures of such Fee Dispute Resolution Program
shall apply; (2) if such Fee Dispute Resolution Program is not applicable to any
such dispute,  controversy or claim,  then the arbitration shall be conducted in
New  York  City in  accordance  with  the  Commercial  Arbitration  Rules of the
American Arbitration Association, and any award issued in such arbitration shall
be  enforceable  in any  court  with  jurisdiction.  A copy of the New  York Fee
Dispute Resolution Program is available upon request.

BINDING AGREEMENT
-----------------

         This letter  represents the entire agreement between the Company and GS
concerning the terms and conditions of this  engagement.  By signing below,  the
Company  acknowledges  that  this  letter  has  been  reviewed  and its  content
understood and that the Company agrees to be bound by its terms and  conditions.
Furthermore, the Company acknowledges that GS has made no representations to the
Company  regarding  the  outcome  of the  matter  for which GS has been  engaged
hereunder.  No change or waiver of any of the provisions of this letter shall be
binding on either the Company or on GS unless the change or waiver is in writing
and signed by both the Company and GS.


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         If this letter reflects the Company's understanding of our relationship
for this matter, please sign and return the enclosed duplicate copy.

         Thank you again for this  opportunity  to be of service to the Company.
My colleagues and I look forward to working with you.

                                                     Very truly yours,

                                                     /s/ Arthur S. Marcus

                                                     Arthur S. Marcus, Esq.


PERFISANS HOLDINGS, INC.

By: /s/ Bok Wong
   -------------
Bok Wong, President