Exhibit 10.16

[LOGO] KnightsBridge
       Capital

April 1, 2005

Trust Licensing, Inc.
950 South Pine Island Road
Suite A 150-1094
Plantation, Florida 33324
Mr. Jeffrey W. Sass, President and Chief Executive Officer.

Gentleman:

      Knightsbridge Holdings,  LLC,  ("Knightsbridge") is pleased to be retained
on the terms and conditions set forth in this letter of engagement  ("Engagement
Letter") as a consultant to your company, Trust Licensing, Inc. (the "Company"),
collectively  (the  "Parties"),  to assist in a variety of areas relating to the
financial,  strategic,  and related  developmental  growth of the  Company  (the
"Engagement").

      1. Services of Knightsbridge.

      For the Term of Engagement (as hereinafter defined), and with your general
knowledge  and  consent,  we  agree  to  provide  to  the  Company  a  range  of
consultative  and related  services  which may, but which will not  necessarily,
include the following:  (i) identifying,  evaluating and advising in relation to
the  Company's  current  structural   (including  business  model),   financial,
operational,   managerial,  strategic  and  other  needs  and  objectives,  (ii)
preparing and  coordinating  with the Company and others in the  development  of
business plans,  investor  presentations and financial models, (iii) identifying
potential merger, acquisition,  divestiture,  consolidation or other combination
("M&A Transaction")  opportunities and negotiating,  structuring and advising in
connection  with  potential  M&A  Transactions,  (iv) advising and assisting the
Company in  connection  with the  preparation  of any  registration  statements,
periodic  or other SEC  reports  or  proxies,  and (v)  coordinating  with,  and
advising in connection with the activities of, Outside Professionals,  including
without limitation attorneys, accountants, market professionals, etc.

      2. Term of Engagement.

      The  Engagement  shall  be  effective  for a  period  of  six  (6)  months
commencing on the date first appearing above (the "Term of  Engagement").  After
the Term of Engagement  expires,  the Engagement shall  automatically renew on a
month-to-month  basis,  subject to the right of the Company and/or Knightsbridge
to terminate the  Engagement as of the end of any given month by giving  written
notice to the other party at least thirty (30) days notice  ("Termination").  As
clarification,  said  right of  termination  shall  commence  upon the six month
anniversary of this signing  Agreement.  Notwithstanding  the foregoing,  should
Knightsbridge  not consummate all of the transactions more fully described in on
Exhibit 'A' attached hereto (the "Transactions"), then the Company shall, at its
option shall have the right to cancel this agreement with no obligation.


<PAGE>

Exhibit 10.16

      3. Compensation.

In  consideration  for the  services  rendered by  Knightsbridge  to the Company
pursuant to the  Engagement  (and in addition to the  expenses  provided  for in
Paragraph 4 hereof),  and throughout  the Term of Engagement,  the Company shall
compensate Knightsbridge as follows:

      3.1 Engagement Retainer. - waived.

            3.1.1 Monthly  Retainer.  The Company shall remit to Knightsbridge a
monthly retainer (the "Retainers") in the amount of $2,000.000 per month due and
payable  on the  first  of  each  month  during  the  Term  of  this  Agreement.
Knightsbridge, may, at its option, take payment in the form of registered shares
of common  stock using a formula  that divides the amount due by the closing bid
price of the  Company's  common  stock as of the  date  the  invoice  is due and
payable.  Knightsbridge shall, accrue the Retainers due hereunder for the amount
of time prior to the  consummation of the  transactions  more fully described on
Exhibit 'A'  attached  hereto and  calculate  the amount of shares due as of the
average  closing  'bid  side  share  price  from the date of  execution  of this
Agreement to the date of closing of those transactions.  Should the Transactions
not be consummated within 90 days from date of this Agreement, the Company shall
have no obligation under this section.

            3.1.2  Equity-Based  Compensation.  Company and Knightsbridge  agree
that upon the consummation of the Transactions,  the Company shall receive 1.50%
of the fully diluted, common shares of the post merger Company. The shares owned
by   Knightsbridge   and  its  financing   partners  shall  carry  full  ratchet
anti-dilution  provisions  for the lesser of the term of this  Agreement  or 180
days from the date of the signing of this Agreement.  As such the Company agrees
to adjust the Knightsbridge Equity to maintain Knightsbridge's and its financing
partner's  equity  percentage  of the  fully  diluted  shares  of  the  Company,
adjusting for any  additional  shares issued during a period of 180days from the
date of  this  Agreement.  Notwithstanding  the  foregoing,  there  shall  be no
adjustment of the Knightsbridge Equity to adjust for any shares issued according
to the SEDA  Agreement with Cornell  Capital  Partners as outlined in Schedule A
attached.  Company  shall file a  registration  statement  covering  150% of the
shares  underlying the balance of the shares within 45 days from the date of the
latest closing of the Transactions. Company shall use its best efforts to enable
the registration  statement to become  effective at the earliest  possible time.
The  Expenses  relating to the filing of such  registration  statement  shall be
borne by the Company.

            3.2.1  Financing  Transactions  (Knightsbridge  Introduction).   For
purposes of any Financing  Transactions  involving any Financing Source directly
introduced to the Company by  Knightsbridge,  and whether  occurring  during the
Term  of  Engagement  or  during  a  period  ending  two  (2)  years   following
Termination,  Additional Compensation shall be payable to Knightsbridge upon the
closing thereof in accordance with the following schedule where  "Consideration"
shall mean (i) the total  amount of gross  proceeds  received  by, or  otherwise
deliverable  to, the Company  without  condition  as part of any such  Financing
Transaction,  and (ii) any  common  stock or  other  securities  of the  Company
(including   without   limitation  any  warrants,   options  and/or  convertible
securities) issued or otherwise transferred as a direct or indirect part of such
Financing Transaction. Debt financing shall include but not be limited to any on
or  off  balance  sheet  financing,  mortgages,  debentures,  notes,  factoring,
receivables financing, or credit facilities introduced directly or indirectly to
the Company by Knightsbridge. Financing transactions in which securities convert
into Common Stock of the Company shall, for purposes under this sub-section,  be
deemed  to have  been  funding  using  the Debt  Financing  schedule  below  and
subsequently  they  shall be deemed to have used the Equity  Financing  schedule
below (Company is only responsible for the difference  between the two fees upon
conversion) as of the date upon which these securities  convert to Capital Stock
of the Company.  Should any  financings  occur with  Knightsbridge's  affiliated
fund, Montgomery Equity


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<PAGE>

Exhibit 10.16

Partners,  LP or with Cornell  Capital  Partners,  LLC, the fees described below
shall be at a rate equal to 50% of those in the following table.

  (i)  Consideration               Amount of Additional Compensation

       Equity Financing:
       $-0- to $1,000,000          4%
       $1 million $5 million       3% of Consideration
       $5 million+                 $160,000 + 1.5% of Consideration in excess
                                   of $5 million for equity financing.

       Debt Financing
       $-0- to $1,000,000          2.5%
       $1 million to $5 million    1.5% of Consideration
       $5 million+                 $85,000 + 1 % of Consideration in excess
                                   of $5 million for debt financing. And;

      (ii) Any Securities issued by or to the Company: 5% (in kind)

            3.2.2 M&A Transactions (Knightsbridge Introduction). For purposes of
any M&A  Transactions  involving  any entity or entities  originally  introduced
directly to the Company by Knightsbridge,  and whether occurring during the Term
of  Engagement or during a period  ending two (2) years  following  Termination,
Additional  Compensation  shall be payable  to  Knightsbridge  upon the  closing
thereof in accordance with the following  schedule where  "Consideration"  shall
mean the  total of all  cash,  assets  (including  without  limitation  any real
property,  personal  property and  intellectual  property) common stock or other
securities   (including   without   limitation  any  warrants,   options  and/or
convertible securities) paid by or to the Company or its shareholders, and shall
further  include (a) any commercial  bank or other  indebtedness  of the Company
that is repaid or for which the  responsibility to pay is assumed by the Company
in connection with such M&A Transaction,  (b) the greater of the stated value or
the  liquidation  value of  preferred  stock of the  Company  that is assumed or
acquired  by the  Company  that is not  converted  into  common  stock  upon the
consummation  of such  transaction,  (c) the value of any net  operating  losses
transferred  as part of the  M&A  Transaction  and  from  which a party  to such
transaction  expects at the time of closing to benefit,  and (d) future payments
for which the Company is obligated  either  absolutely or upon the attainment of
milestones or financial  results  ("Company  Future  Payments").  Any Additional
Compensation  payable as a result of Company  Future  Payments  shall be paid at
closing and shall be valued at the present value of the Company Future Payments.
For the purpose of calculating the present value, the Company and  Knightsbridge
agree to discount all Company Future  Payments by a discount factor equal to 15%
per annum, and where necessary,  to use the projections which have been provided
by the Company in the course of the M&A  Transaction  to quantify  these amounts
and their timing.  Should  Knightsbridge  not be  responsible  for the entity or
entities  introduced  to the Company  under this  section and should the Company
wish  Knightsbridge to assist in structuring.  negotiating the transaction.  etc
Knightsbridge's  compensation shall be at a rate equal to 50% of that delineated
below.

Consideration                 Amount of Additional Compensation
$-0- to $500,000              $30,000 (minimum)
$500,001 to $5 million        5% of Consideration
$5 million+                   $250,000 +3.0% of Consideration in excess of
                              $5 million

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<PAGE>

Exhibit 10.16

      4. Expenses.

      In  addition  to any  Engagement  Retainers  and  Additional  Compensation
payable  hereunder,  and without regard to whether any Compensable  Events occur
hereunder,  the Company shall reimburse  Knightsbridge  for all fees approved in
writing by an officer of the  Company,  relating to  Knightsbridge's  travel and
out-of-pocket  expenses  reasonably  incurred in  connection  with the  services
performed by Knightsbridge pursuant to this Engagement Letter, including without
limitation,  hotel,  food and associated  expenses and  long-distance  telephone
calls.  Said  expenses  shall not exceed  $500 in any 3D-day  period of the term
unless approved in writing by an officer,  director or other authorized designee
of the Company.  Knightsbridge  agrees to accrue any and all  approved  expenses
until  such time as the  Transactions  are  consummated  and  settle any and all
outstanding  invoices in the issuance of  unrestricted  common stock rather than
payment in cash.

      5. [Intentionally omitted.]

      6. Non-Exclusivitv of Knightsbridge Services.

      It is  understood  and  acknowledged  by the  Company  that  Knightsbridge
presently has, and  anticipates  having  throughout the Engagement  Term,  other
clients  for  which it  performs  the same or  similar  services  to those to be
performed  in  accordance  herewith,  and that  Knightsbridge  shall be under no
obligation  under this  Engagement to restrict its ability in any way to perform
services for any other clients.  It is further  acknowledged  that, by virtue of
the nature of the services to be performed by Knightsbridge hereunder, the value
of such services bear no relation  necessarily to the amount of time invested on
the  part  of   Knightsbridge   to  the   performance  of  such  services,   and
Knightsbridge,  therefore,  shall be under a continuing  obligation hereunder to
devote only as much time to the performance of its services  hereunder as deemed
appropriate in the exclusive discretion of its principal(s).

      7. Role of Finder.

      In  connection  with any  Financing  Transactions  hereunder,  the Company
acknowledges that Knightsbridge is not a registered  broker-dealer under Section
15A of the U.S.  Securities  Exchange Act of 1934, or any similar state law, and
that Knightsbridge cannot, and shall not be required hereunder to, engage in the
offer or sale of securities for or on behalf of the Company. While Knightsbridge
has preexisting  relationships and contacts with various  investors,  registered
brokerdealers and investment funds, Knightsbridge's  participation in any actual
or proposed offer or sale of Company  securities  shall be limited to that of an
advisor  to  the  Company  and,  if   applicable,   a  "finder"  of   investors,
broker-dealers  and/or  funds.  The  Company  acknowledges  and agrees  that the
solicitation and consummation of any purchases of the Company's securities shall
be  handled  by the  Company  or one or more NASD  member  firms  engaged by the
Company for such purposes.

      8.  Referral  Fees.  Any  referral  fees  payable in  connection  with any
Compensable  Transactions shall be the exclusive responsibility of, and shall be
paid by Knightsbridge.

      9. Cooperation by Company.

      In order to enable  Knightsbridge to provide the services  requested,  the
Company agrees to provide to Knightsbridge,  among other things, all information
reasonably  requested or required by Knightsbridge  including without limitation
information concerning historical and projected financial


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<PAGE>

Exhibit 10.16

results with respect to the Company and its  subsidiaries and possible and known
litigious,  environmental and contingent liabilities. The Company also agrees to
make available to Knightsbridge such representatives of the Company,  including,
among others, directors,  officers,  employees,  outside counsel and independent
certified public accountants, as Knightsbridge may reasonably request.

      10.  Reliance  by  Knightsbridge   on  Accuracy  of  Information:   12(b)5
Representations.

      The Company  recognizes and acknowledges that, in advising the Company and
in fulfilling the Engagement hereunder, Knightsbridge will use and rely on data,
material and other  information  furnished to Knightsbridge by the Company.  The
Company agrees that Knightsbridge may do so without independently  verifying the
accuracy  or  completeness  of such data,  material  or other  information.  The
Company  represents  and warrants  that any such data,  material or  information
shall be true and accurate and shall not, as of the time  communicated,  contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

      11. Confidentiality.

      If any of the  data,  material  or  other  information  is  non-public  or
confidential  when  revealed  or  otherwise  shared  with   representatives   of
Knightsbridge,  and  identified in writing as such at the time it is revealed or
shared ("Confidential Information"),  Knightsbridge and its officers, directors,
employees,  agents and  associates  shall hold all  Confidential  Information in
complete and strict  confidence and will not,  without prior written  consent of
the Company, in each instance,  disclose any Confidential Information,  in whole
or part, to any other person or for any other purpose than is expressly approved
by the  Company  in  writing.  To the extent  that  disclosure  of  Confidential
Information  is  approved  by the  Company  in  writing,  excepting  information
required to be  disclosed by legal  process,  law or  regulation.  Knightsbridge
agrees that each party or  individual  to whom such  disclosure is made shall be
informed  of  the  confidential  nature  of  the  information  disclosed  and be
obligated to sign standard non-disclosure agreements.

      12. Indemnification.

      Each party (an  "Indemnifying  Party") hereby agrees to indemnify and hold
the other party and its respective affiliates,  directors,  officers,  employees
and agents  (collectively,  the  "Indemnified  Parties")  harmless  from, and to
reimburse each of the  Indemnified  Parties for, any loss,  damage,  deficiency,
claim,  obligation,  suit, action, fee, cost or expense of any nature whatsoever
(including,  but not limited to,  reasonable  attorney's fees and costs) arising
out of, based upon or resulting  from any breach of any of the  representations,
warranties,  covenants,  agreements or  undertakings of the  Indemnifying  Party
contained in or made pursuant to this Engagement Letter.

      13. Miscellaneous.

            (a)   This Engagement  Letter  constitutes the entire  agreement and
                  understanding  of the parties  hereto,  and supersedes any and
                  all previous  agreements and  understandings,  whether oral or
                  written,  between the parties  with respect to the matters set
                  forth herein.


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<PAGE>

Exhibit 10.16

            (b)   Any notice or  communication  permitted or required  hereunder
                  shall be in writing and shall be deemed  sufficiently given if
                  hand-delivered  via courier or  overnight  service or sent (i)
                  postage prepaid by registered mail, return receipt  requested,
                  to the respective parties as set forth below, or to such other
                  address as either party may notify the other of in writing:

          If to Knightsbridge, to:       Knightsbridge Holdings, LLC.
                                         2999 NE 199th Street, Penthouse 2
                                         Aventura, FL 33180
                                         Attn: Ms. Alyce Schreiber
                                         Fax: (305) 932-3697

          If to the Company, to:         Trust Licensing, Inc.
                                         950 South Pine Island Road. Suite A
                                         150-1094
                                         Plantation, FI 33324
                                         Mr. Jeffrey W. Sass
                                         954-727 -8438

            (c)   This Engagement  Letter shall be binding upon and inure to the
                  benefit of each of the  parties  hereto  and their  respective
                  successors, legal representatives and assigns.

            (d)   The  Company  represents  that it has the power to enter  into
                  this  Engagement  Letter  and to  carry  out  its  obligations
                  hereunder.  This Engagement  Letter  constitutes the valid and
                  binding  obligation  of  the  Company  and is  enforceable  in
                  accordance with its terms. The Company further represents that
                  this  Engagement  Letter does not conflict  with or breach any
                  agreement to which it is subject or by which it is bound.  (e)
                  This  Engagement  Letter  may be  executed  in any  number  of
                  counterparts,  each of which together shall constitute one and
                  the  same  original   document.   (f)  No  provision  of  this
                  Engagement Letter may be amended,  modified or waived,  except
                  in writing signed by all of the parties hereto.

            (g)   This  Engagement  Letter shall be construed in accordance with
                  and  governed  by the laws of the  State of  Florida,  without
                  giving effect to its conflict of law  principles.  The parties
                  hereby  agree that any dispute  which may arise  between  them
                  arising out of or in connection  with this  Engagement  Letter
                  shall be  adjudicated  before a court  located in Dade  County
                  Florida, and they hereby submit to the exclusive  jurisdiction
                  of the courts of the State of Florida  located in Dade County,
                  Florida and of the federal courts in the Southern  District of
                  Florida  with  respect  to  any  action  or  legal  proceeding
                  commenced  by any  party.  Company  agrees to waive a trial by
                  jury for any dispute requiring  adjudication before a court of
                  law.

            (h)   The Company hereby  acknowledges that it shall bear the burden
                  of proof in any  action  or  proceeding  involving  a claim by
                  Knightsbridge  to any  Additional  Compensation  due hereunder
                  arising out of any  Compensable  Event involving a third party
                  claimed by Knightsbridge to have been originally introduced to
                  the Company by Knightsbridge.


                                     Page 6

<PAGE>

Exhibit 10.16

      If  the  foregoing   correctly  sets  forth  the   understanding   between
Knightsbridge and the Company with respect to the foregoing,  please so indicate
by signing in the place provided  below,  at which time this  Engagement  Letter
shall become a binding agreement.

KNIGHTSBRIDGE HOLDINGS, LLC.

By: /s/ Alyce Schrieber
    ------------------------------------
    Alyce Schrieber, Managing Member

Accepted and Agreed:

TRUST LICENSING, INC.

By:   /s/   Jeffrey   W.   Sass
Name:  Jeffrey  W. Sass  Title:
President & CEO

                                    EXHIBIT A

The transactions by and among Trust Licensing, Inc., Montgomery Capital Partners
Ltd, and Cornell Capital  Partners LP as described in the respective Term Sheets
dated February 10, 2005.


                                     Page 7

<PAGE>

Exhibit 10.16

Domestic Wiring: Instructions:

Knightsbridge Holdings, L.L.C.

Wachovia Bank

ABA # 063000021

AlC # 2000011114718

Attn: Alyce Schreiber


                                     Page 8

<PAGE>

Exhibit 10.16

      If  the  foregoing   correctly  sets  forth  the   understanding   between
Knightsbridge and the Company with respect to the foregoing,  please so indicate
by signing in the place provided  below,  at which time this  Engagement  Letter
shall become a binding agreement.

KNIGHTSBRIDGE HOLDINGS, LLC.

By:
    ---------------------------------
    Alyce Schreiber, Managing Member

Accepted and Agreed:

Trust Licensing, Inc.

By:

Name:

Title

                                    EXHIBIT A

The transactions by and among Trust Licensing, Inc., Montgomery Capital Partners
Ltd, and Cornell Capital  Partners LP as described in the respective Term Sheets
dated February 10, 2005.


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