I-FIGHT,
      INC.

    


     

    Dated
      as
      of: August 15, 2006

     

    Hunter
      World Markets, Inc.

    9300
      Wilshire Boulevard

    Penthouse
      Suite

    Beverly
      Hills, CA 90212

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, I-Fight, Inc. (the “Company”), hereby agrees with Hunter World
      Markets, Inc. (“Hunter”) as follows:

     

    1.  Placement.
      

     

    The
      Company hereby engages Hunter to act as its exclusive placement agent in a
      transaction on a “best efforts” basis involving the issuance and sale by the
      Company (the “Offering”) of units (the “Units”), each Unit consisting of three
      shares of the Company’s Common Stock (“Share”) and a three year warrant
      (“Investor Warrant”) to purchase one Share at an exercise price per Share of two
      times the purchase price attributable to one Share (the “Per Share Purchase
      Price”). The Warrant shall not have a cashless exercise feature. The price per
      Unit shall be based on a pre-money valuation of $25,000,000. The Shares and
      Warrants will have anti-dilution price protection on a weighted average basis
      for securities issued by the Company for a two-year period after the Closing
      except for securities issued (a) pursuant to the Company’s Stock Compensation
      Plans; (b) pursuant to strategic financings; and (c) for acquisitions. The
      Offering shall be for a minimum amount of $7,000,000 and a maximum of
      $10,000,000. Concurrently with the closing of the Offering, the shareholders
      of
      the Company shall have transferred all their shares of capital stock to a public
      company in exchange for shares of such public company (the “Reverse Merger”).
      Hunter shall assist the Company in identifying and structuring the acquisition
      of an appropriate public company (“Pubco”). Such services are referred to herein
      as the “Reverse Merger Services.” Hunter shall be responsible for the cost of
      acquiring a controlling interest in the public company. Upon consummation of
      the
      Reverse Merger, the shareholders of the Company will collectively own 90.1%
      of
      Pubco on a fully diluted basis prior to giving effect to the
      Offering.

     

    The
      Company shall file an SB-2 registration statement (“Registration Statement”) no
      later than forty-five (45) days following the closing of the Offering pursuant
      to the terms of a Registration Rights Agreement. The Company will use its best
      efforts to have it declared effective 120 days after the closing of the Offering
      (the “Closing”). The securities to be included in the SB-2 registration
      statement are the Shares and the Common Stock issuable pursuant to the exercise
      of the Investor Warrants, the Bridge Warrants and Placement Agent Warrants
      (as
      such terms are defined herein). No additional securities shall be included
      unless the Company shall have first received Hunter’s prior written consent. The
      Registration Rights Agreement will set forth certain liquidated damage payments
      if the Registration Statement is not timely filed or declared effective within
      the time period set forth in such Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      

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    All
      moneys raised in the Offering shall be placed in a non-interest bearing account
      until the minimum-funding amount is deposited. Upon Closing, proceeds shall
      first be applied to pay off any interest and principal outstanding under the
      Bridge Loan (as defined herein).

     

    Hunter
      shall not be obligated to sell any Units and this Offering by Hunter shall
      be
      solely on a “best efforts basis.” 

     

    The
      initial term of this Agreement shall be for a period from the date of this
      Agreement until November 30, 2006 unless terminated sooner by the mutual written
      agreement of the Company and Hunter. The period commencing on the date of
      execution of this Agreement and ending on November 30 2006 is referred to herein
      as the “Placement Term.”

     

    The
      Company shall prepare a Private Placement Memorandum which shall be true and
      correct in all material respects. The Offering shall be conducted pursuant
      to
      Regulation D promulgated by the Securities and Exchange Commission (the “SEC”)
      and shall be offered and sold only to “Accredited Investors” as that term is
      defined in Regulation D. The Offering is intended to qualify as a Regulation
      D,
      Rule 506 transaction. The purchase of the Units shall be pursuant to the terms
      of a Unit Purchase Agreement among the purchasers of the Units, on the one
      hand,
      and the Company, on the other hand, on terms and conditions acceptable to Hunter
      (the “Purchase Agreement”).

     

    2.  Bridge
      Loan.

     

    Hunter
      shall use its best efforts to arrange a bridge loan (the “Bridge Loan”) of
      $350,000 pursuant to a promissory note (the “Note”) to be repaid on the earlier
      to occur of the Closing or six months from the date of the Note. The Company
      shall pay a Bridge Loan Fee of $43,750 payable on the maturity date of the
      Bridge Loan. The lender of the Bridge Loan will receive three-year warrants
      (the
“Bridge Warrants”) to purchase such number of shares equal to the principal
      amount of the Note divided by the Per Share Purchase Price. The exercise price
      of the Bridge Warrants shall be 60% of the Per Share Purchase Price. It shall
      be
      a condition of the Bridge Loan that one or more of the shareholders of the
      Company lend to the Company an aggregate of $250,000 on the same terms as the
      Bridge Loan.

     

    3.  Compensation.

     

    As
      compensation for the Units sold, Hunter will receive the following: (i) 10%
      commission on the total gross proceeds raised by Hunter and 5% on total gross
      proceeds not raised by Hunter, excluding in both cases funds raised by parties
      other than Hunter in connection with strategic financings; (ii) warrants to
      purchase Shares equal to 20% of the Shares sold in the Offering (the “Placement
      Agent Warrants”); and (iii) $200,000 for the Reverse Merger Services.


     

    The
      Placement Agent Warrants will receive registration rights identical to the
      rights granted to the Purchasers. The Placement Agent Warrants will be
      exercisable at the same per Share price as the Warrants and have a five (5)
      year
      term. The Warrants shall have a cashless exercise feature.

     

    
      
        
        

      

      
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    4.  Exclusivity.
      

     

    (a)  During
      the Placement Term, Hunter shall have the exclusive right to act as placement
      agent, except that, (a) subject to Hunter’s consent, the Company may appoint a
      co-placement agent, it being understood, however, that any agreement with any
      co-placement agent shall prohibit such agent from soliciting investors outside
      the United States and shall contain a three-year non-circumvention agreement,
      and (b) subject to Hunter’s approval of the investors, the Company and its
      affiliates may sell Units.

     

    (b)  Except
      as
      set forth in subparagraph (a), the Company may not solicit, engage or
      continue to work with any underwriters, third party finders, brokers, or other
      consultants, during the Placement Term, without express written approval of
      Hunter. During the Placement Term, the Company shall provide Hunter with the
      name and other pertinent information on any potential investor.

     

    5.  Right
      of First Refusal.

     

    Provided
      that the minimum Offering is completed, Hunter shall have the right of first
      refusal (the “Right of First Refusal”) for any equity financing entered into by
      the Company within twelve months from the date the Registration Statement
      becomes effective. The Right of First Refusal shall not apply to any strategic
      partner financing whereby an investor brings qualitative value in addition
      to
      money being invested.

     

    6.  Representations,
      Warranties and Covenants of Hunter.

     

    Hunter
      represents, warrants and covenants as follows:

     

    (a)  Hunter
      has the necessary power to enter into this Agreement and to consummate the
      transactions contemplated hereby.

     

    (b)  The
      execution and delivery by Hunter of this Agreement and the consummation of
      the
      transactions contemplated herein will not result in any violation of, or be
      in
      conflict with, or constitute a default under, any agreement or instrument to
      which Hunter is a party or by which Hunter or its properties are bound, or
      any
      judgment, decree, order or, to Hunter’s knowledge, any statute, rule or
      regulation applicable to Hunter. This Agreement, when executed and delivered
      by
      Hunter, will constitute the legal, valid and binding obligations of Hunter,
      enforceable in accordance with their respective terms, except to the extent
      that
      (i) the enforceability hereof or thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect and affecting the rights of creditors generally, (ii) the enforceability
      hereof or thereof is subject to general principles of equity, or (iii) the
      indemnification provisions hereof or thereof may be held to violate public
      policy.

     

    (c)  Hunter
      will not deliver any documents related to the Offering to any person it does
      not
      reasonably believe to be an Accredited Investor based upon documentary evidence
      thereof, where appropriate.

     

    (d)  Hunter
      will not intentionally take any action that it reasonably believes would cause
      the Offering to violate the provisions of the Securities Act of 1933, the
      Securities Exchange Act of 1934, the respective rules and regulations
      promulgated thereunder (the “Rules and Regulations”) or applicable “Blue Sky”
laws of any state or jurisdiction.

     

    
      
        
        

      

      
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    (e)  Hunter
      shall use all reasonable efforts to determine (i) whether the Investor is an
      Accredited Investor and (ii) that any information furnished by the Investor
      is
      true and accurate. Hunter shall have no obligation to insure that any check,
      note, draft or other means of payment for the Units will be honored, paid or
      enforceable against the Investor in accordance with its terms.

     

    (f)  Hunter
      is
      a member of the NASD, and is a broker-dealer registered as such under the
      Securities Exchange Act of 1934 and under the securities laws of the states
      in
      which the Units will be offered or sold by Hunter, unless an exemption for
      such
      state registration is available to Hunter. Hunter is in compliance with all
      material rules and regulations applicable to Hunter generally and applicable
      to
      Hunter’s participation in the Offering.

     

    7.  Representations
      and Warranties of the Company.

     

    The
      Company represents and warrants as follows:

     

    (a)  The
      execution, delivery and performance of this Agreement has been or will be duly
      and validly authorized by the Company and will be, a valid and binding agreement
      of the Company, enforceable in accordance with its respective terms, except
      to
      the extent that (i) the enforceability hereof or thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from time
      to
      time in effect and affecting the rights of creditors generally, (ii) the
      enforceability hereof or thereof is subject to general principles of equity
      or
      (iii) the indemnification provisions hereof or thereof may be held to violate
      public policy. The securities to be issued pursuant to the transactions
      contemplated by this Agreement have been duly authorized and, when issued and
      paid for in accordance with (x) this Agreement and (y) the
      certificates/instruments representing such securities, will be valid and binding
      obligations of the Company, enforceable in accordance with their respective
      terms, except to the extent that (1) the enforceability thereof may be limited
      by bankruptcy, insolvency, reorganization, moratorium or similar laws from
      time
      to time in effect and affecting the rights of creditors generally, (2) the
      enforceability thereof is subject to general principles of equity, or (iii)
      the
      indemnification provisions hereof or thereof may be held to violate public
      policy. All corporate action required to be taken for the authorization,
      issuance and sale of the securities has been duly and validly taken by the
      Company.

     

    (b)  The
      outstanding capital stock of the Company have been duly authorized and issued
      and the Company has outstanding capitalization as will be set forth in the
      Purchase Agreement. The Company is not a party to or bound by any instrument,
      agreement or other arrangement providing for it to issue any capital stock,
      rights, warrants, options or other securities, except for this Agreement, the
      agreements described herein or as set forth in the Purchase Agreement. All
      issued and outstanding securities of the Company, have been duly authorized
      and
      validly issued and are fully paid and non-assessable; the holders thereof have
      no rights of rescission or preemptive rights with respect thereto and are not
      subject to personal liability solely by reason of being security holders; and
      none of such securities was issued in violation of the preemptive rights of
      any
      holders of any security of the Company. 

     

    
      
        
        

      

      
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    (c)  The
      Shares being offered in the Offering and issuable upon exercise of the Investor
      Warrants, the Bridge Warrants and Placement Agent Warrants will be duly
      authorized and when issued and paid for in accordance with this Agreement and
      proper exercise of such warrants, respectively, and the certificates/instruments
      representing such Common Stock, will be validly issued, fully-paid and
      non-assessable; the holders thereof will not be subject to personal liability
      solely by reason of being such holders; such securities are not and will not
      be
      subject to the preemptive rights of any holder of any security of the
      Company.

     

    (d)  The
      Company has good and marketable title to, or valid and enforceable leasehold
      estates in, all items of real and personal property necessary to conduct its
      business (including, without limitation any real or personal property to be
      owned or leased by the Company). 

     

    (e)  There
      is
      no litigation or governmental proceeding pending or, to the best of the
      Company’s knowledge, threatened against, or involving the properties or business
      of the Company. 

     

    (f)  The
      Company is not aware of any federal or securities violations by any of its
      current officers, directors or consultants, nor does the Company believe that
      any of its officers, directors or consultants are or were the subject of any
      enforcement proceedings by the Securities Exchange Commission or the National
      Association of Securities Dealers.

     

    (g)  The
      Company has been duly organized and is validly existing as a corporation in
      good
      standing under the laws of the State of California. The Company does not own
      or
      control, directly or indirectly, an interest in any other corporation,
      partnership, trust, joint venture or other business entity. The Company is
      duly
      qualified or licensed and in good standing as a foreign corporation in each
      jurisdiction in which the character of its operations requires such
      qualification or licensing and where failure to so qualify would have a material
      adverse effect on the Company. The Company has all requisite power and
      authority, and all material and necessary authorizations, approvals, orders,
      licenses, certificates and permits of and from all governmental regulatory
      officials and bodies (domestic and foreign) to conduct its business (and
      proposed business), and the Company is doing business in strict compliance
      with
      all such authorizations, approvals, orders, licenses, certificates and permits
      and all foreign, federal, state and local laws, rules and regulations concerning
      the business in which it is engaged. The Company has all power and authority
      to
      enter into this Agreement, to carry out the provisions and conditions hereof,
      and all consents, authorizations, approvals and orders required in connection
      herewith have been obtained. No consent, authorization or order of, and no
      filing with, any court, government agency or other body is required by the
      Company for the issuance of the securities except for applicable federal and
      state securities laws. The Company, in the last three years, has not incurred
      any liability arising under or as a result of the application of any of the
      provisions of the Securities Act of 1933, the Securities Exchange Act of 1934
      or
      the Rules and Regulations.

     

    
      
        
        

      

      
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    (h)  The
      Company is not in breach of, or in default under, any term or provision of
      any
      material indenture, mortgage, deed of trust, lease, note, loan or credit
      agreement or any other material agreement or instrument evidencing an obligation
      for borrowed money, or any other material agreement or instrument to which
      it is
      a party or by which it or any of its properties may be bound or affected. The
      Company is not in violation of any provision of its charter or by-laws (other
      than the obligation to hold annual meetings of its shareholders and related
      matters) or in violation of any franchise, license, permit, judgment, decree
      or
      order, or in violation of any statute, rule or regulation. Neither the execution
      and delivery of this Agreement, nor the issuance and sale or delivery of the
      securities, nor the consummation of any of the transactions contemplated herein,
      has conflicted with or will conflict with, or has resulted in or will result
      in
      a breach of, any of the terms and provisions of, or has constituted or will
      constitute a default under, or has resulted in or will result in the creation
      or
      imposition of any lien, charge or encumbrance upon any property or assets of
      the
      Company or pursuant to the terms of any indenture, mortgage, deed of trust,
      note, loan or credit agreement or any other agreement or instrument evidencing
      an obligation for borrowed money, or any other agreement or instrument to which
      the Company may be bound or to which any of the property or assets of the
      Company is subject except (a) where such default, lien, charge or encumbrance
      would not have a material adverse effect on the Company and (b) nor will such
      action result in any violation of the provisions of the charter or the by-laws
      of the Company or, assuming the due performance by Hunter of its obligations
      hereunder, any statute or any order, rule or regulation applicable to the
      Company of any court or of any foreign, federal, state or other regulatory
      authority or other government body having jurisdiction over the
      Company.

     

    (i)  The
      representations of the Company in the Purchase Agreement shall be true and
      correct as of the date of the Closing.

     

    (j)  There
      are
      no claims for services in the nature of a finder’s or origination fee with
      respect to the sale of the Units, or the securities comprising a part thereof,
      or any other arrangements, agreements or understandings that may affect Hunter's
      compensation.

     

    (k)  The
      Company owns or possesses, free and clear of all liens or encumbrances and
      rights thereto or therein by third parties, the requisite licenses or other
      rights to use all trademarks, service marks, copyrights, service names, trade
      names, patents, patent applications and licenses necessary to conduct its
      business and to the best of the Company’s knowledge there is no claim or action
      by any person pertaining to, or proceeding, pending or threatened, which
      challenges the exclusive rights of the Company with respect to any trademarks,
      service marks, copyrights, service names, trade names, patents, patent
      applications and licenses used in the conduct of the Company’s businesses except
      any claim or action that would not have a material adverse effect on the
      Company; to the best of the Company’s knowledge, the Company’s current products,
      services or processes do not infringe or will not infringe on the patents
      currently held by any third party.

     

    (l)  Except
      in
      the ordinary course of business, the Company is not under any obligation to
      pay
      royalties or fees of any kind whatsoever to any third party with respect to
      any
      trademarks, service marks, copyrights, service names, trade names, patents,
      patent applications, licenses or technology it has developed, uses, employs
      or
      intends to use or employ, other than to their respective licensors.

     

    (m)  Subject
      to the performance by Hunter of its obligations hereunder, the offer and sale
      of
      the Units will comply, up to the Placement Term, in all material respects with
      the requirements of Rule 506 of Regulation D promulgated by the SEC pursuant
      to
      the Securities Act of 1933 and any other applicable federal and state laws,
      rules, regulations and executive orders. The Company will not cause or knowingly
      permit any action to be taken in connection with the placement which violates
      the Securities Act of 1933 or any state securities laws. 

     

    
      
        
        

      

      
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    (n)  All
      taxes
      which are due and payable from the Company have been paid in full and the
      Company does not have any tax deficiency or claim outstanding assessed or
      proposed against it.

     

    (o)  None
      of
      the Company nor to the best of the Company’s knowledge any of its officers,
      directors, employees or agents, nor any other person acting on behalf of the
      Company, has, directly or indirectly, given or agreed to give any money, gift
      or
      similar benefit (other than legal price concessions to customers in the ordinary
      course of business) to any customer, supplier, employee or agent of a customer
      or supplier, or official or employee of any governmental agency or
      instrumentality of any government (domestic or foreign) or any political party
      or candidate for office (domestic or foreign) or other person who is or may
      be
      in a position to help or hinder the business of the Company (or assist it in
      connection with any actual or proposed transaction) which (i) might subject
      the
      Company to any damage or penalty in any civil, criminal or governmental
      litigation or proceeding, or (ii) if not given in the past, might have had
      a
      materially adverse effect on the assets, business or operations of the Company
      as reflected in any of the financial statements, or (iii) if not continued
      in
      the future, might adversely affect the assets, business, operations or prospects
      of the Company in the future.

     

    (p)  All
      information and statements provided by the Company to prospective investors
      will
      be true and correct.

     

    (q)  Any
      written offering material prepared by the Company will not be misleading or
      violative of the anti-fraud provisions of the Securities Exchange Act of 1934.
      

     

    (r)  The
      financial statements presented to Hunter fairly reflect the financial condition
      of the Company and the results of its operations at a time and for the periods
      covered by the financial statements.

     

    8.  Certain
      Covenants and Agreements of the Company.

     

    The
      Company covenants and agrees at its expense and without any expense to Hunter
      as
      follows:

     

    (a)  To
      advise
      Hunter of any material adverse change in the Company’s financial condition,
      prospects or business or of any development materially affecting the Company
      or
      rendering untrue or misleading any material statement in the Purchase Agreement
      occurring at any time prior to the closing of any Shares as soon as the Company
      is either informed or becomes aware thereof.

     

    (b)  The
      Company shall at all times have sufficient shares authorized and unissued to
      keep available out of its authorized Common Stock solely for the purpose of
      issuance upon the exercise of all Warrants described in this Agreement, such
      number of shares of Common Stock as shall then be issuable upon the exercise
      or
      conversion thereof.

     

    
      
        
        

      

      
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    (c)  To
      ensure
      that any transactions between or among the Company, or any of its officers,
      directors and affiliates be on terms and conditions that are no less favorable
      to the Company, than the terms and conditions that would be available in an
      “arm’s length” transaction with an independent third party.

     

    (d)  To
      cooperate with Hunter as to permit the Offering to be conducted in a manner
      consistent with the applicable state and federal securities.

     

    (e)  To
      not
      cause or knowingly permit any action to be taken in connection with the
      placement which violates the Securities Act of 1933 or any State securities
      laws.

     

    9.  Indemnification.

     

    (a)  The
      Company hereby agrees that it will indemnify and hold Hunter and each officer,
      director, shareholder, employee, attorneys, accountants, agents or
      representative of Hunter, and each person controlling, controlled by or under
      common control with Hunter within the meaning of Section 15 of the Securities
      Act of 1933 or Section 20 of the Securities Exchange Act of 1934 or the SEC’s
      rules and regulations promulgated thereunder (the “Rules and Regulations”),
      harmless from and against any and all loss, claim, damage, liability, cost
      or
      expense whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or proceeding,
      including any inquiry or investigation, commenced or threatened, or any claim
      whatsoever or in appearing or preparing for appearance as a witness in any
      action, suit or proceeding, including any inquiry, investigation or pretrial
      proceeding such as a deposition including attorneys’ fees in the event of a
      breach of this representation and warranty) to which Hunter or such indemnified
      person of Hunter may become subject under the Securities Act of 1933, the
      Securities Exchange Act of 1934, the Rules and Regulations, or any other federal
      or state law or regulation, common law or otherwise, arising out of or based
      upon (i) any untrue statement or alleged untrue statement of a material fact
      contained in (a) this Agreement, (b) any written offering material prepared
      by
      the Company (except those written statements relating to Hunter given by an
      indemnified person for inclusion therein), (c) any application or other document
      or written communication executed by the Company or based upon written
      information furnished by the Company filed in any jurisdiction in order to
      qualify the Units, the Common Stock and the Warrants under the securities laws
      thereof, or any state securities commission or agency; (ii) the omission or
      alleged omission from documents described in clauses (a), (b) or (c) above
      of a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading; or (iii) the breach of any representation, warranty,
      covenant or agreement made by the Company in this Agreement. The Company further
      agrees that upon demand by an indemnified person, at any time or from time
      to
      time, it will promptly reimburse such indemnified person for any loss, claim,
      damage, liability, cost or expense actually and reasonably paid by the
      indemnified person as to which the Company has indemnified such person pursuant
      hereto. Notwithstanding the foregoing provisions of this Section 8(a), any
      such payment or reimbursement by the Company of fees, expenses or disbursements
      incurred by an indemnified person in any proceeding in which a final judgment
      by
      a court of competent jurisdiction (after all appeals or the expiration of time
      to appeal) is entered against Hunter or such indemnified person as a direct
      result of Hunter or such person’s gross negligence or willful misfeasance will
      be promptly repaid to the Company.

     

    
      
        
        

      

      
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    (b)  Hunter
      hereby agrees that it will indemnify and hold the Company and each officer,
      director, shareholder, employee or representative of the Company, and each
      person controlling, controlled by or under common control with the Company
      within the meaning of Section 15 of the Securities Act of 1933 or Section 20
      of
      the Securities Exchange Act of 1934 or the Rules and Regulations, harmless
      from
      and against any and all loss, claim, damage, liability, cost or expense
      whatsoever (including, but not limited to, any and all reasonable legal fees
      and
      other expenses and disbursements incurred in connection with investigating,
      preparing to defend or defending any action, suit or proceeding, including
      any
      inquiry or investigation, commenced or threatened, or any claim whatsoever
      or in
      appearing or preparing for appearance as a witness in any action, suit or
      proceeding, including any inquiry, investigation or pretrial proceeding such
      as
      a deposition) to which the Company or such indemnified person of the Company
      may
      become subject under the Securities Act of 1933, the Securities Exchange Act
      of
      1934, the Rules and Regulations, or any other federal or state law or
      regulation, common law or otherwise, arising out of or based upon (i) the
      conduct of Hunter or its officers, employees or representatives in acting as
      placement agent for the Offering or (ii) the breach of any representation,
      warranty, covenant or agreement made by Hunter in this Agreement.

     

    (c)  Promptly
      after receipt by an indemnified party of notice of commencement of any action
      covered by Section 8(a) or 8(b), the party to be indemnified shall, within
      five (5) business days, notify the indemnifying party of the commencement
      thereof; the omission by one indemnified party to so notify the indemnifying
      party shall not relieve the indemnifying party of its obligation to indemnify
      any other indemnified party that has given such notice and shall not relieve
      the
      indemnifying party of any liability outside of this indemnification if not
      materially prejudiced thereby. In the event that any action is brought against
      the indemnified party, the indemnifying party will be entitled to participate
      therein and, to the extent it may desire, to assume and control the defense
      thereof with counsel chosen by it which is reasonably acceptable to the
      indemnified party. After notice from the indemnifying party to such indemnified
      party of its election to so assume the defense thereof, the indemnifying party
      will not be liable to such indemnified party under such Section 8(a) or
      8(b) for any legal or other expenses subsequently incurred by such indemnified
      party in connection with the defense thereof, but the indemnified party may,
      at
      its own expense, participate in such defense by counsel chosen by it, without,
      however, impairing the indemnifying party’s control of the defense. Subject to
      the proviso of this sentence and notwithstanding any other statement to the
      contrary contained herein, the indemnified party or parties shall have the
      right
      to choose its or their own counsel and control the defense of any action, all
      at
      the expense of the indemnifying party if, (i) the employment of such counsel
      shall have been authorized in writing by the indemnifying party in connection
      with the defense of such action at the expense of the indemnifying party, or
      (ii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to such indemnified party to have charge of the defense of such
      action within a reasonable time after notice of commencement of the action,
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there may be defenses available to it or them which are different from or
      additional to those available to one or all of the indemnifying parties (in
      which case the indemnifying parties shall not have the right to direct the
      defense of such action on behalf of the indemnified party or parties), in any
      of
      which events such fees and expenses of one additional counsel shall be borne
      by
      the indemnifying party; provided, however, that the indemnifying party shall
      not, in connection with any one action or separate but substantially similar
      or
      related actions in the same jurisdiction arising out of the same general
      allegations or circumstance, be liable for the reasonable fees and expenses
      of
      more than one separate firm of attorneys at any time for all such indemnified
      parties. No settlement of any action or proceeding against an indemnified party
      shall be made without the consent of the indemnifying party. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    

      EXECUTION
        COPY

       

    

    (d)  In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnification provided for in Section 8(a) or 8(b) is due in accordance
      with its terms but is for any reason held by a court to be unavailable on
      grounds of policy or otherwise, the Company and Hunter shall contribute to
      the
      aggregate losses, claims, damages and liabilities (including legal or other
      expenses reasonably incurred in connection with the investigation or defense
      of
      same) which the other may incur in such proportion so that Hunter shall be
      responsible for such percent of the aggregate of such losses, claims, damages
      and liabilities as shall equal the percentage of the gross proceeds paid to
      Hunter and the Company shall be responsible for the balance; provided, however,
      that no person guilty of fraudulent misrepresentation within the meaning of
      Section 11(f) of the Securities Act of 1933 shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of this Section 9(d), any person
      controlling, controlled by or under common control with Hunter, or any partner,
      director, officer, employee, representative or any agent of any thereof, shall
      have the same rights to contribution as Hunter and each person controlling,
      controlled by or under common control with the Company within the meaning of
      Section 15 of the Securities Act of 1933 or Section 20 of the Securities
      Exchange Act of 1934 and each officer of the Company and each director of the
      Company shall have the same rights to contribution as the Company. Any party
      entitled to contribution will, promptly after receipt of notice of commencement
      of any action, suit or proceeding against such party in respect of which a
      claim
      for contribution may be made against the other party under this
      Section 8(d), notify such party from whom contribution may be sought, but
      the omission to so notify such party shall not relieve the party from whom
      contribution may be sought from any obligation they may have hereunder or
      otherwise if the party from whom contribution may be sought is not materially
      prejudiced thereby. The indemnity and contribution agreements contained in
      this
      Section 8 shall remain operative and in full force and effect regardless of
      any investigation made by or on behalf of any indemnified person or any
      termination of this Agreement. Notwithstanding anything to the contrary in
      this
      Section 8, no party shall be liable for contribution with respect to the
      settlement of any claim or action effected without its written
      consent.

     

    10.  Non-Circumvention.

     

    Pursuant
      to this Agreement, it is contemplated that Hunter shall supply to the Company
      and its officers and directors a certified list (the “Certified List”) of
      investors and customers that Hunter has contacted in connection with the
      Offering. If, during the twelve month period after the Placement Term, the
      Company completes a Transaction (as defined below) with a person on the
      Certified List, the Company shall pay Hunter concurrently with the closing
      of
      such Transaction the compensation due under Section 2 of this
      Agreement.

     

    “Transaction”
      shall be defined as any direct or indirect sale, transfer, conveyance, exchange,
      financing, investment, trade, exchange or other change in legal or beneficial
      ownership of any property, whether accomplished by an issuance or purchase
      of
      assets of securities, merger, consolidation, management contract, joint venture,
      partnership, trade or exchange of assets or stock or otherwise.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

      

        EXECUTION
          COPY

      

       

    

    11.  Payment
      of Expenses.

     

    The
      Company hereby agrees to bear all of its expenses in connection with the
      Offering, including, but not limited to the following: filing fees, printing
      and
      duplicating costs, Company approved advertisements, road show costs and
      expenses, Tombstone ad not to exceed $10,000 postage and mailing expenses with
      respect to the transmission of offering materials, registrar and transfer agent
      fees, escrow agent fees and expenses, fees of the Company’s counsel, fees of
      counsel to the Placement Agent in the amount of $20,000, and accountants, issue
      and transfer taxes, if any. 

     

    12.  Conditions
      of Closing.

     

    The
      closing of this Offering shall be held at the offices of Company’s counsel or as
      otherwise determined by Hunter and the Company. The obligations of Hunter
      hereunder shall be subject to the continuing accuracy of the representations
      and
      warranties of the Company herein as of the date hereof and as of the closing
      date with respect to the Company as if it had been made on and as of such
      closing date; the accuracy on and as of the closing date of the statements
      of
      the officers of the Company made pursuant to the provisions hereof; and the
      performance by the Company on and as of the closing of its covenants and
      obligations hereunder and to the following further conditions:

     

    (a)  At
      or
      prior to the closing, counsel for Hunter shall have been furnished such
      documents, certificates and opinions as they may reasonably require for the
      purpose of enabling them to review or pass upon the matters referred to in
      this
      Agreement and the offering materials or in order to evidence the accuracy,
      completeness or satisfaction of any of the representations, warranties or
      conditions herein contained.

     

    (b)  At
      and
      prior to the closing, (i) there shall have been no material adverse change
      in
      the condition or prospects or the business activities, financial or otherwise,
      of the Company from the latest dates as of which such condition is set forth
      in
      the offering materials; (ii) there shall have been no transaction, not in the
      ordinary course of business, entered into by the Company which has not been
      disclosed in the offering materials or to Hunter in writing; (iii) except as
      set
      forth in the offering materials, the Company shall not be in default under
      any
      provision of any instrument relating to any outstanding indebtedness for which
      a
      waiver or extension has not been otherwise received; (iv) except as set forth
      in
      the offering materials, the Company shall not have issued any securities (other
      than those to be issued as provided in the offering materials) or declared
      or
      paid any dividend or made any distribution of its capital stock of any class
      and
      there shall not have been any change in the indebtedness (long or short term)
      or
      liabilities or obligations of the Company (contingent or otherwise); (v) no
      material amount of the assets of the Company shall have been pledged or
      mortgaged, except as indicated in the offering materials; and (vi) no action,
      suit or proceeding, at law or in equity, against the Company or affecting any
      of
      its properties or businesses shall be pending or threatened before or by any
      court or federal or state commission, board or other administrative agency,
      domestic or foreign, wherein an unfavorable decision, ruling or finding could
      materially adversely affect the businesses, prospects or financial condition
      or
      income of the Company, except as set forth in the offering
      materials.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

      

        EXECUTION
          COPY

      

       

    

    (c)  At
      the
      closing, Hunter shall have received a certificate of the Company signed by
      its
      chief executive officer, dated as of the applicable closing date, to the effect
      that the conditions set forth in subparagraph (b) above have been satisfied
      and
      that, as of the applicable closing date, the representations and warranties
      of
      the Company set forth herein are true and correct.

     

    (d)  The
      Reverse Merger shall have been consummated.

     

    13.  Miscellaneous.

     

    (a)  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all which shall be deemed to be one and the same
      instrument.

     

    (b)  Any
      notice required or permitted to be given hereunder shall be given in writing
      and
      shall be deemed effective when deposited in the United States mail, postage
      prepaid, or when received if personally delivered or faxed, addressed as
      follows:

     

    
      	 	
              To
                Hunter:

            	
               

            
	 	 	 
	 	
              Hunter
                World Markets, Inc.

              9300
                Wilshire Boulevard

              Penthouse
                Suite

              Beverly
                Hills, CA 90212

              Attention:
                Todd Ficeto

              Telephone:
                (310) 286-2211

              Fax:
                (310) 286-2373

            	
               

            
	 	 	 
	 	
              with
                a copy to:

            	
               

            
	 	
               

            	
               

            
	 	
              To
                the Company:

            	
               

            
	 	 	 
	 	
              9229
                Sunset Boulevard, Suite 505

              Los
                Angeles, California 90069

              Attention:
                David Marshall

              Telephone:
                (310) 573-8711

            	
               

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    

      EXECUTION
        COPY

    

     

    
      	 	
              with
                a copy to:

            	
               

            
	 	 	 
	 	
              Troy
                & Gould PC

              1801
                Century Park East

              Suite
                1600

              Los
                Angeles, CA 90067-2367

              Attention:
                David Ficksman

              Telephone:
                (310) 789-1290

              Fax:
                (310) 789-1490

            	
               

            


    

    


    or
      to
      such other address of which written notice is given to the others.

     

    (c)  This
      Agreement shall be construed pursuant to the laws of the State of California
      without regard to conflicts of law principals thereof. Any controversy arising
      hereunder shall be resolved by arbitration from the American Arbitration
      Association. 

     

    (d)  This
      Agreement contain the entire understanding between the parties hereto and may
      not be modified or amended except by a writing duly signed by the party against
      whom enforcement of the modification or amendment is sought.

     

    (e)  If
      any
      provision of this Agreement shall be held to be invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Agreement.

     

    (f)  In
      the
      event that the minimum funding is not obtained prior to the expiration of the
      Placement Term, this Agreement shall immediately terminate without further
      action on the part of the Company or Hunter.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      	
               

            	
              I-FIGHT,
                INC.

               

               

            
	
               

            	
               

              /s/
                David
                Marshall                                        
                

              By: David
                Marshall

              Its: Chief
                Executive Officer

               

               

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    

      EXECUTION
        COPY

    

     

    
      	
              AGREED
                AND ACCEPTED

            	
               

            
	 	 
	
              HUNTER
                WORLD MARKETS, INC.

               

               

            	
               

            
	
               

              __________________________________

              By: Todd
                Ficeto

              Its: President
                and CEO

            	
               

            


    

    


    
      
        
        

      

      
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