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Exhibit 10.9    
    


Cold Spring Capital Incorporated
  51 Locust Avenue, Suite 302

New Canaan, Connecticut 06840 


June
10, 2005 


Mr.
Richard A. Stratton

51 Locust Avenue, Suite 302

New Canaan, Connecticut 06840 


Dear
Mr. Stratton: 


        The
purpose of this letter is to set forth certain understandings regarding your advance of $50,000 (the "Advance") to Cold Spring Capital
Incorporated, a Delaware corporation (the "Company"), to pay for certain fees, costs and expenses in connection with the Company's initial public
offering (the "Offering"). Such Advance shall be subject to the following conditions: 



	1.
	Amounts
constituting the Advance shall be used by the Company to pay for a portion of the fees, costs and expenses relating to the SEC registration fee, NASD registration fee and legal
fees and expenses in connection with the Offering.



	2.
	The
Advance will be payable by the Company on the earlier of (i) June 9, 2006 and (ii) the consummation of the Offering.



	3.
	The
Advance will be repaid out of the proceeds of the Offering.



	4.
	The
Company hereby represents and warrants that: (i) it is a corporation, duly formed, validly existing and in good standing under the laws of the State of Delaware;
(ii) it has the requisite power and authority to enter into, execute, deliver and perform the terms hereof; (iii) its execution, delivery and performance hereof (A) has been duly
authorized by all proper and necessary corporate action, (B) will not violate or conflict with any of its organizational documents, any material agreement binding upon it or any law, regulation
or order applicable to it, or (C) require consent or approval of any Person which has not been obtained or which could not reasonably be expected to prevent or delay it from performing its
obligations hereunder; and (iv) this letter is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors rights generally and by equitable principles.



	5.
	This
letter shall be binding upon the Company, its successors and assigns and shall inure to the benefit of Richard A. Stratton and his successors and assigns; provided, however, that
the Company shall not assign its obligations hereunder without he prior written consent of Mr. Stratton.



	6.
	This
letter may be executed in any number of counterparts, each of which together shall constitute one and the same instrument.



	7.
	THIS
LETTER SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES. 



[Remainder
of Page Intentionally Left Blank] 









        Please
indicate your agreement with the foregoing by executing a copy of this letter in the space provided and returning it to us as soon as possible. 



	 	 	Very truly yours,
	

 	
 	
COLD SPRING CAPITAL INCORPORATED
	

 	
 	

By:	
 	

/s/  JOSEPH S. WEINGARTEN      
 Name: Joseph S. Weingarten

Title: President and Treasurer
	
ACCEPTED AND AGREED
 this 10th day of June 2005:	
 	

 	
 	

 
	

/s/  RICHARD A. STRATTON      
 Richard A. Stratton	
 	

 	
 	

 













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Exhibit 10.9