Exhibit 10.7

                         [SUNRISE SECURITIES CORP. LOGO]

                                MEMBER NASD/SIPC



                              DR. AMNON MANDELBAUM
                                MANAGING DIRECTOR
                               INVESTMENT BANKING
                TELEPHONE (212) 421-1616 FACSIMILE (212) 750-7277

Mr. Humbert B. Powell, Chairman Essential Reality, Inc. 263 Horton Highway

Mineola, NY  11501

                          INVESTMENT BANKING AGREEMENT

Dear Humbert:

This agreement  ("Agreement")  is made and entered into this December ___, 2003,
between  SUNRISE  SECURITIES  CORP.  ("Sunrise")  and  ESSENTIAL  REALITY,  INC.
(together with all  subsidiaries,  affiliates,  successors and other  controlled
units, either existing or formed subsequent to the execution of this engagement,
the "Company").

      In consideration of the mutual promises made herein and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1. The Company hereby engages Sunrise upon the terms and conditions as set forth
   herein as its exclusive placement agent and investment banker with respect to
   Financings (as defined below) upon the terms and conditions set forth herein.
   Sunrise  understands  that the  Company  seeks  Financing  in the  amount  of
   approximately  $1,500,000  to  $3,500,000  from the sale of securities of the
   Company in the form of units ("Units") comprised of securities of the Company
   that will be  convertible  and/or  exercisable  into  shares of common  stock
   ("Common  Stock") of the  Company.  It is  acknowledged  and agreed  that any
   Financing  is on a best  efforts  basis only.  This  Agreement  should not be
   construed as a firm commitment or guarantee of any Financing. Sunrise and the
   Company  agree and  acknowledge  that the decision to  consummate a Financing
   shall be in the Company's sole and absolute discretion.

2. Except as otherwise  specified in Paragraph 6 hereof, this Agreement shall be
   effective  for a period of nine (9)  months,  commencing  upon the  execution
   hereof and shall continue  thereafter  unless and until  terminated on thirty
   days written notice by either party to the other party.

3. During the term of this  Agreement,  Sunrise  shall  provide the Company with
   such regular and customary  consulting  advice as is reasonably  requested by
   the Company,  provided that Sunrise shall not be required to undertake duties
   not  reasonably  within the scope of the  financial  advisory  or  investment
   banking  services  contemplated  by  this  Agreement.  It is  understood  and
   acknowledged by the parties that the value of Sunrise's advice is not readily
   quantifiable,  and that Sunrise  shall be obligated to render advice upon the
   request of the  Company,  in good faith,  but shall not be obligated to spend
   any specific amount of time in so doing.


                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>


4. Sunrise  shall render such other  financial  advisory and  investment  and/or
   investment  banking  services  as may  from  time to time be  agreed  upon in
   writing by Sunrise and the Company.

5. In consideration for the services rendered by Sunrise to the Company pursuant
   to this Agreement, the Company shall compensate Sunrise as follows:

      A.  Upon  the  execution  hereof,  the  Company  shall  pay to  Sunrise  a
   nonrefundable  cash  retainer fee of twenty five thousand  dollars  ($25,000)
   (the "Retainer Fee").

      B. Upon the closing of each Financing,  the Company shall pay to Sunrise a
   financing  fee  (the  "Financing  Fee")  that  shall  be  payable  in a  form
   determined  at the sole  election of Sunrise of either (i) the Company  shall
   pay to Sunrise a cash fee equal to ten percent (10%) of the gross proceeds in
   such  Financing  or (ii) the  Company  shall  issue  to  Sunrise  and/or  its
   designees such number of shares of Common Stock equal to eleven percent (11%)
   of the aggregate  number of fully diluted and/or  converted  shares of Common
   Stock and/or Common Stock equivalents  (including,  but not limited to Units)
   as are  purchased by Investors  (as defined  below).  Convertible  securities
   shall be treated as equity for purposes of  calculating  the  Financing  Fee.
   Securities acquired or otherwise received by financing sources  ("Investors")
   are  referred to as  "Securities".  In addition,  the Company  shall issue to
   Sunrise  and/or its  designees  warrants  (the  "Warrants")  to purchase such
   number of shares of the Common Stock equal to 10% of the aggregate  number of
   the fully diluted and/or converted shares of Common Stock and/or Common Stock
   equivalents (including,  but not limited to Units) purchased by the Investors
   (after  giving  effect to any  increase in shares  under a ratchet or similar
   provision  pursuant  to which  the  number of shares  initially  acquired  is
   subsequently increased) on the same terms and conditions.  The Warrants shall
   be purchased for a nominal sum and shall be exercisable  for a period of five
   years from the date of Closing with an exercise  price per share equal to the
   effective per share price paid by the Investors for the Securities. The terms
   of the Warrants  shall be set forth in one or more  agreements  (the "Warrant
   Agreements") in form and substance reasonably satisfactory to Sunrise and the
   Company.  The Warrant  Agreements shall contain  customary  terms,  including
   without  limitation,  provisions  for cashless  exercise,  change of control,
   price based  antidilution,  and customary  demand and piggyback  registration
   rights.  With respect to funds in escrow,  Sunrise's  Financing  Fee shall be
   calculated  and paid in full at the Company's  first closing upon such funds.
   For the purposes of this Agreement,  the term "Financing" shall mean any debt
   financing or equity  investment in the Company,  or any  combination  thereof
   (i.e.,  where the funds are received by the Company,  as distinct  from funds
   received by selling shareholders).  Without limiting the foregoing, Financing
   shall  include  lease  financing,  vendor  financing,   government  sponsored
   financing or any similar  transaction or combination  thereof.  Sunrise's fee
   shall be based upon the  percentages  set forth in this Paragraph 5B above of
   the gross total credit  facility  before any  deductions,  including  but not
   limited to fees, deposits, transaction expenses, reserves, insurance or other
   amounts withheld or paid by the lender/Investor/facility  provider. Financing
   shall be deemed  to  include  total  value of  Securities  sold  directly  or
   indirectly, in connection with the Financing,  including proceeds received by
   the Company upon exercise of options, warrants and/or similar securities, and
   any amounts paid into escrow and any amounts payable in the future whether or
   not subject to any contingency.

6. In the event that this  Agreement  shall not be renewed or if terminated  for
   any reason,  notwithstanding  any such  non-renewal or  termination,  Sunrise
   shall be entitled to a full fee as provided under Paragraph 5 hereof, for any
   Financing for which the  discussions  were conducted  during the term of this
   Agreement  by the  Company or by Sunrise  on behalf of the  Company  which is
   consummated  within a period of  twelve  (12)  months  after  non-renewal  or
   termination of this Agreement.  Upon  termination of this Agreement,  Sunrise
   shall  provide the Company  with a written  list of parties  with whom it had
   discussions  in connection  with any  Financing,  which list shall govern the
   operation of this Paragraph.

                                                                               2

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>


7. In  addition  to the fees  payable  hereunder,  and  regardless  whether  any
   Financing  set forth in  Paragraph 5 hereof is proposed or  consummated,  the
   Company shall reimburse  Sunrise for all reasonable fees and disbursements of
   Sunrise's  outside counsel and Sunrise's  reasonable travel and out-of-pocket
   expenses  incurred  in  connection  with the  services  performed  by Sunrise
   pursuant  to this  Agreement,  including  without  limitation,  filing  fees,
   printing and duplicating costs, postage,  hotel, food and associated expenses
   including  long-distance  telephone  calls;  provided that to the extent such
   reimbursements   referenced  in  this  Paragraph  7  exceed  $25,000  in  the
   aggregate,  they,  thereafter,  shall  be  subject  to  the  Company's  prior
   approval.  In addition to the fees payable hereunder,  and regardless whether
   any Financing set forth in Paragraph 5 hereof is proposed or consummated, the
   Company shall also reimburse the reasonable fees and disbursements of a small
   business   investment   company's  ("SBIC")  counsel,  if  any,  incurred  in
   connection  with  Financing,  provided that such  aggregate  amount shall not
   exceed 1% of the SBIC's allocation in such Financing.

8. The Company acknowledges that all opinions and advice (written or oral) given
   by Sunrise  to the  Company  in  connection  with  Sunrise's  engagement  are
   intended  solely for the benefit and use of the  Company in  considering  the
   transaction or financing to which they relate, and the Company agrees that no
   person or entity  other than the Company  shall be entitled to make use of or
   rely upon the advice of Sunrise to be given hereunder, and no such opinion or
   advice  shall be used for any  other  purpose  or  reproduced,  disseminated,
   quoted or referred to at any time, in any manner or for any purpose,  nor may
   the Company make any public  references to Sunrise,  or use Sunrise's name in
   any annual  reports or any other  reports or releases of the Company  without
   Sunrise's prior written consent, which shall not be unreasonably withheld.

9. The Company  acknowledges that Sunrise and its affiliates are in the business
   of providing  financial  services and  consulting  advice to others.  Nothing
   herein  contained  shall  be  construed  to  limit  or  restrict  Sunrise  in
   conducting such business with respect to others,  or in rendering such advice
   to  others,  except as such  advice may  relate to  matters  relating  to the
   Company's business and properties.

10.The Company  recognizes  and  confirms  that,  in advising the Company and in
   fulfilling  its  engagement  hereunder,  Sunrise  will  use and rely on data,
   material  and other  information  furnished  to Sunrise by the  Company.  The
   Company  acknowledges  and agrees that in performing  its services under this
   engagement,  Sunrise may rely upon the data,  material and other  information
   supplied  by  the  Company  without  independently  verifying  its  accuracy,
   completeness or veracity,  except to the extent Sunrise has actual  knowledge
   to the contrary. The Company represents and warrants to Sunrise that all such
   information  concerning  the  Company  provided by the Company in response to
   requests  made by  Sunrise or  otherwise,  will be true and  accurate  in all
   material  respects  and will not contain any untrue  statement  of a material
   fact or omit to  state  a  material  fact  necessary  in  order  to make  the
   statements  therein not misleading in light of the circumstances  under which
   such  statements  are made.  Sunrise shall be under no obligations to make an
   independent  appraisal  of assets or an  investigation  or  inquiry as to any
   information regarding,  or any representations of, any other participant in a
   Financing,  and shall have no  liability  with  regard  thereto.  The Company
   acknowledges  and agrees that  Sunrise  will be using and  relying  upon such
   information  supplied by the Company and its officers,  agents and others and
   any other publicly available  information  concerning the Company without any
   independent investigation or verification thereof or independent appraisal by
   Sunrise of the Company or its business or assets.  If, in  Sunrise's  opinion
   after completion of its due diligence process,  the condition of the Company,
   financial  or  otherwise,   and  its  prospects  are  not   substantially  as
   represented or do not fulfill Sunrise's expectations,  Sunrise shall have the
   sole  discretion to review and  determine its continued  interest in proposed
   Financings. The Company further represents and agrees that (i) the Company is
   not  obligated to pay any finder in  connection  with any proposed  Financing
   pursuant to this  Agreement  and in any and all events that any parties other
   than Sunrise ("Other Parties") seek  compensation  relating to the closing of

                                                                               3

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>


   any  proposed  Financing,  Sunrise  shall be  entitled  to  receive  its full
   compensation from the Company as set forth in this Agreement and that Sunrise
   shall  have no  obligation  whatsoever  to pay any  Other  Parties,  (ii) the
   Company shall deliver at the closing of each  Financing  conducted  hereunder
   (a) a  certificate  of each of the  Company's  President and Treasurer to the
   effect that the  Company's  information  provided to the  Investors  does not
   contain any untrue  statement of material  fact or fail to state any material
   fact  required  to be stated  therein  or  necessary  to make the  statements
   therein not  misleading,  and all  necessary  corporate  approvals  have been
   obtained to enable the Company to deliver the  Securities in accordance  with
   the  terms of the  Financing,  and (b) a 10b-5  opinion  of  counsel  for the
   Company satisfactory to Sunrise to the effect that the Company's  information
   provided to the  Investors  does not (except  with  respect to the  financial
   statements or forecasts as to which no opinion need be expressed) contain any
   untrue statement of material fact or fail to state any material fact required
   to be  stated  therein  or  necessary  to make  the  statements  therein  not
   misleading,  in light of the  circumstances in which they were made, and such
   other opinions as Sunrise and/or Sunrise's counsel shall reasonably  require,
   (iii) as of the date hereof,  there is no litigation pending or involving the
   business or property of the Company,  (iv) the Company owns or possesses free
   of all encumbrances its assets, trademarks, patents, and copyrights necessary
   to  conduct  its  business,  (v) all taxes  which are due and  payable by the
   Company  have  been paid in full and the  Company  has no tax  deficiency  or
   claims  outstanding or proposed against it, (vi) the financial  statements of
   the  Company  present the  financial  position as of the date hereof and such
   financial statements have been prepared in accordance with generally accepted
   accounting  principals,  (vii) any  Financing  shall  only be  conducted  and
   closed,  at the sole  expense of the Company,  through an escrow  account and
   escrow agent that are both pre-approved by Sunrise, and (viii) all "blue sky"
   legal work shall be performed by the Company's  counsel at the Company's sole
   expense.

11.Since Sunrise will be acting on behalf of the Company in connection  with its
   engagement  hereunder,  the Company and Sunrise  have entered into a separate
   indemnification  agreement  substantially  in the  form  attached  hereto  as
   Schedule A and dated the date hereof,  providing for the  indemnification  of
   Sunrise by the Company.  Sunrise has entered into this  Agreement in reliance
   on the indemnities set forth in such indemnification agreement.

12.Sunrise shall perform its services hereunder as an independent contractor and
   not as an employee of the Company or an  affiliate  thereof.  It is expressly
   understood  and agreed to by the parties  hereto that  Sunrise  shall have no
   authority to act for,  represent or bind the Company or any affiliate thereof
   in any manner, except as may be agreed to expressly by the Company in writing
   from time to time.

13.A. This  Agreement and the Schedule A attached  hereto  constitute the entire
   agreement and understanding of the parties hereto,  and supersede any and all
   previous agreements and understandings,  whether oral or written, between the
   parties with respect to the matters set forth herein.

   B. Any notice or  communication  permitted or required  hereunder shall be in
   writing and shall be deemed  sufficiently given if hand-delivered or sent (i)
   postage  prepaid by registered  mail,  return receipt  requested,  or (ii) by
   facsimile  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 the Company, to:         ESSENTIAL REALITY, INC.
                               263 Horton Highway
                               Mineola, NY 11501
                               Attn: Mr. Humbert B. Powell, Chairman

                                                                               4

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>



if to Sunrise, to:            SUNRISE SECURITIES CORP.
                              641 Lexington Ave., 25th Floor

                              New York, New York  10022
                              Attn: Dr. Amnon Mandelbaum, Managing Director

   C. This  Agreement  shall be binding upon and inure to the benefit of each of
   the parties hereto and their respective successors, legal representatives and
   assigns.

   D. This  Agreement  may be  executed in any number of  counterparts,  each of
   which together  shall  constitute  one and the same original  document.  This
   Agreement  may be executed  and  delivered  by exchange of  facsimile  copies
   showing the parties' signatures,  and those signatures need not be affixed to
   the same copy.  The facsimile  copies  showing the  signatures of the parties
   will constitute  originally signed copies of the same Agreement  requiring no
   further execution.

   E. No provision of this Agreement may be amended,  modified or waived, except
   in a writing signed by all of the parties hereto.

   F. This Agreement  shall be construed in accordance  with and governed by the
   laws of the State of New York,  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 Agreement shall be adjudicated
   before a court  located  in New York  City,  and they  hereby  submit  to the
   exclusive  jurisdiction of the courts of the State of New York located in New
   York, New York and of the federal courts in the Southern District of New York
   with respect to any action or legal  proceeding  commenced by any party,  and
   irrevocably waive any objection they now or hereafter may have respecting the
   venue of any such action or proceeding  brought in such a court or respecting
   the fact that such court is an inconvenient forum, relating to or arising out
   of this  Agreement,  and consent to the service of process in any such action
   or legal proceeding by means of registered or certified mail,  return receipt
   requested, in care of the address set forth in Paragraph 13B hereof.

   The parties hereby waive trial by jury in any action or proceeding involving,
   directly or indirectly, any matter in any way arising out of or in connection
   with this Agreement.




                    [REST OF PAGE INTENTIONALLY LEFT BLANK.]

                                                                               5

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>

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

                  SUNRISE SECURITIES CORP.
                  By Its Authorized Signatory:

                  By:
                     ------------------------
                      Amnon Mandelbaum
                      Managing Director


Accepted and Agreed:
ESSENTIAL REALITY, INC.
By Its Authorized Signatory:

By:
   ------------------------------------------
   Name:
   Title:











                                                                               6

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>


                         [SUNRISE SECURITIES CORP. LOGO]

                                MEMBER NASD/SIPC



                                   SCHEDULE A
                           INDEMNIFICATION PROVISIONS
--------------------------------------------------------------------------------
In connection  with the engagement of SUNRISE  SECURITIES  CORP.  (`Sunrise") by
ESSENTIAL  REALITY,  INC. (the "Company")  pursuant to a letter  agreement dated
December __, 2003 between the Company and Sunrise as it may be amended from time
to time (the "Letter Agreement"), the Company, hereby agrees as follows:

1. In connection with or arising out of or relating to the engagement of Sunrise
   under  the  Letter  Agreement,  or any  actions  taken or  omitted,  services
   performed  or  matters  contemplated  by or in  connection  with  the  Letter
   Agreement,  the Company agrees to reimburse Sunrise, its affiliates and their
   respective  directors,  officers,  employees,  agents and controlling persons
   (each an "Indemnified Party") promptly upon demand for actual,  out-of-pocket
   expenses  (including  reasonable fees and expenses for legal counsel) as they
   are incurred in connection  with the  investigation  of,  preparation  for or
   defense of any pending or threatened claim, or any litigation,  proceeding or
   other action in respect thereof  (collectively,  a "Claim"). The Company also
   agrees (in connection with the foregoing) to indemnify and hold harmless each
   Indemnified Party from and against any and all out-of-pocket losses,  claims,
   damages and liabilities, joint or several, to which any Indemnified Party may
   become subject,  including any amount paid in settlement of any litigation or
   other  action  (commenced  or  threatened)  to which the  Company  shall have
   consented in writing (such consent not to be unreasonably withheld),  whether
   or not  any  Indemnified  Party  is a  party  and  whether  or not  liability
   resulted; provided, however, that the Company shall not be liable pursuant to
   this  sentence  in respect of any loss,  claim,  damage or  liability  to the
   extent that a court or other agency having competent  jurisdiction shall have
   determined by final judgement (not subject to further appeal) that such loss,
   claim,  damage or  liability  was incurred  solely as a direct  result of the
   willful misconduct or gross negligence of such Indemnified Party.

2. An Indemnified Party shall have the right to retain separate legal counsel of
   its own choice to conduct the defense and all related  matters in  connection
   with any Claim.  The Company  shall pay the  reasonable  fees and expenses of
   such legal counsel, and such counsel shall to the fullest extent,  consistent
   with its  professional  responsibilities,  cooperate with the Company and any
   legal counsel designated by the Company.

3. The Company will not,  without the prior written consent of each  Indemnified
   Party  settle,  compromise  or consent to the entry of any  judgement  in any
   pending  or  threatened  Claim in  respect  of which  indemnification  may be
   reasonably  sought  hereunder  (whether or not any  Indemnified  Person is an
   actual or potential party to such Claim), unless such settlement,  compromise
   or consent includes an unconditional, irrevocable release of each Indemnified
   Person  against  whom such  Claim may be brought  hereunder  from any and all
   liability arising out of such Claim.

4. In the event  the  indemnity  provided  for in  paragraphs  1 and 2 hereof is
   unavailable or insufficient to hold any Indemnified Party harmless,  then the
   Company shall  contribute to amounts paid or payable by an Indemnified  Party
   in  respect  of  such  Indemnified  Party's  losses,   claims,   damages  and
   liabilities  as to which the  indemnity  provided  for in  paragraphs 1 and 2
   hereof is unavailable or  insufficient  (i) in such portion as  appropriately
   reflects the relative benefits received by the Company,  on the one hand, and
   the  Indemnified  Party, on the other hand, in connection with the matters as
   to which  losses,  claims,  damages  or  liabilities  relate,  or (ii) if the
   allocation  provided by (i) above is not permitted by applicable law, in such
   proportion as appropriately  reflects not only the relative benefits referred
   to in clause (i) but also the relative fault of the Company, on the one hand,
   and the  Indemnified  Parties,  on the  other  hand,  as  well  as any  other
   equitable  considerations.  The amounts paid or payable by a party in respect
   of losses,  claims, damages and liabilities referred to above shall be deemed
   to include any  reasonable  legal or other  out-of-pocket  fees and  expenses
   incurred in defending  any  litigation,  proceeding or other action or claim.
   Notwithstanding  the  provisions  hereof,  Sunrise's  share of the  liability



                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022
<PAGE>


   hereunder  shall not be in excess of the amount of fees actually  received by
   Sunrise  under the  Letter  Agreement  (excluding  any  amounts  received  as
   reimbursement of expenses by Sunrise).

5. It is understood and agreed that, in connection with Sunrise's  engagement by
   the Company  under the Letter  Agreement,  Sunrise may also be engaged to act
   for the Company in one or more additional  capacities,  and that the terms of
   any  such  additional  engagement  may be  embodied  in one or more  separate
   written  agreements.  These  Indemnification  Provisions  shall  apply to the
   engagement under the Letter  Agreement and to any such additional  engagement
   and any modification of such additional engagement;  provided,  however, that
   in the event that the Company  engages  Sunrise to act as a dealer manager in
   an exchange  or tender  offer or as an  underwriter  in  connection  with the
   issuance of securities by the Company or to furnish an opinion  letter,  such
   further   engagement   may  be  subject  to  separate   indemnification   and
   contribution provisions as may be mutually agreed upon.

6. These  Indemnification  Provisions  shall  remain in full force and effect in
   connection with the transaction  contemplated by the Letter Agreement whether
   or not  consummated,  and shall  survive the  expiration of the period of the
   Letter Agreement,  and shall be in addition to any liability that the Company
   might otherwise have to any Indemnified  Party under the Letter  Agreement or
   otherwise.

7. Each party hereto  consents to personal  jurisdiction  and service of process
   and  venue in any  court in the  State of New  York in which  any  claim  for
   indemnity is brought by any Indemnified Person.

8. These   Indemnification   Provisions   may  be  executed  in  any  number  of
   counterparts, each of which shall be deemed an original but all of which when
   taken  together  shall  constitute  one  and  the  same   instrument.   These
   Indemnification  Provisions  may be delivered  by  facsimile,  and  facsimile
   signatures  shall  be  treated  as  original  signatures  for all  applicable
   purposes.

SUNRISE SECURITIES CORP.
By Its Authorized Signatory:

By:
   --------------------------------
   Amnon Mandelbaum
   Managing Director

ESSENTIAL REALITY, INC.
By Its Authorized Signatory:

By:
   --------------------------------
   Name:
   Title:


                                                                               2

                            Sunrise Securities Corp.
               641 Lexington Ave., 25th Floor, New York, NY 10022