Exhibit 10.9
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             WALKER FINANCIAL CORPORATION PLACEMENT AGENT AGREEMENT

Dated  as  of:  February  20,  2006

The  undersigned,  Walker  Financial  Corporation,  a  Delaware corporation (the
"COMPANY"),  hereby agrees with US EURO Securities, Inc. (the "PLACEMENT AGENT")
and  Dutchess  Private  Equities Fund, L.P., a Delaware Limited Partnership (the
"INVESTOR")  as  follows:

1.  OFFERING.  The  Company  hereby  engages  the  Placement Agent to act as its
exclusive  placement  agent  in  connection  with the Investment Agreement dated
February  20,  2006  (the  "INVESTMENT AGREEMENT") pursuant to which the Company
shall  issue and sell to the Investor, from time to time, and the Investor shall
purchase  from  the  Company  (the  "OFFERING")  up  to  Ten  Million  Dollars
($10,000,000) of the Company's Common Stock (the "COMMITMENT AMOUNT"), par value
$0.10  per  share (the "COMMON STOCK"), at price per share equal to the Purchase
Price,  as  that  term  is  defined in the Investment Agreement. Pursuant to the
terms  hereof,  the  Placement  Agent  shall  render  consulting services to the
Company  with  respect  to  the  Investment Agreement and shall be available for
consultation  in  connection  with  the  advances to be requested by the Company
pursuant  to the Investment Agreement. All capitalized terms used herein and not
otherwise  defined herein shall have the same meaning ascribed to them as in the
Investment  Agreement.  The Investor will be granted certain registration rights
with  respect  to  the  Common  Stock  as more fully set forth in a Registration
Rights  Agreement  between  the Company and the Investor dated February 20, 2006
(the  "REGISTRATION  RIGHTS  AGREEMENT").  The  documents  to  be  executed  and
delivered  in  connection with the Offering, including, but not limited, to this
Agreement,  the Investment Agreement, and the Registration Rights Agreement, and
any  Prospectus  or  other  disclosure  document  ( including all amendments and
supplements ) utilized in connection with the Offering are referred to sometimes
hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock
is  sometimes  referred  to hereinafter as the "SECURITIES." The Placement Agent
shall not be obligated to sell any Securities and this Offering by the Placement
Agent  shall  be  solely  on  a  "best  efforts  basis."

2.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  PLACEMENT  AGENT. The
Placement  Agent  represents  warrants  and  covenants  as  follows:

(i) The Placement Agent has the necessary authority to enter into this Agreement
and  to  consummate  the  transactions  contemplated  hereby.

(ii) The execution and delivery by the Placement Agent 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 the Placement Agent is a party or by which the
Placement  Agent or its properties are bound, or any judgment, decree, order or,
to  the  Placement Agent's knowledge, any statute, rule or regulation applicable
to  the  Placement  Agent.  This  Agreement  when  executed and delivered by the
Placement Agent, will constitute the legal, valid and binding obligations of the
Placement  Agent,  enforceable in accordance with their respective terms, except
to  the  extent  that (a) 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, (b) the
enforceability  hereof or thereof is subject to general principles of equity, or
(c)  the  indemnification  provisions  hereof  or  thereof  may be held to be in
violation  of  public  policy.

(iii)  Upon  receipt  and  execution  of this Agreement the Placement Agent will
promptly  forward copies of this Agreement to the Company or its counsel and the
Investor  or  its  counsel.

(iv)  The  Placement  Agent will not take any action that it reasonably believes
would  cause  the  Offering  to  violate the provisions of the Securities Act of
1933,  as  amended  (the  "1933  ACT"), the Securities Exchange Act of 1934 (the
"1934  ACT"),  the respective rules and regulations promulgated there under (the
"RULES  AND  REGULATIONS")  or  applicable  "Blue  Sky"  laws  of  any  state or
jurisdiction.

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(v) The Placement Agent will use all reasonable efforts to determine (a) whether
the Investor is an Accredited Investor and (b) that any information furnished by
the  Investor is true and accurate. The Placement Agent shall have no obligation
to  insure  that  (x)  any  check, note, draft or other means of payment for the
Common  Stock  will  be  honored,  paid  or  enforceable against the Investor in
accordance  with  its  terms, or (y) subject to the performance of the Placement
Agent's  obligations  and  the accuracy of the Placement Agent's representations
and  warranties  hereunder,  (1)  the  Offering  is exempt from the registration
requirements  of  the 1933 Act or any applicable state "Blue Sky" law or (2) the
Investor  is  an  Accredited  Investor.

(vi)  The  Placement Agent is a member of the National Association of Securities
Dealers,  Inc., and is a broker-dealer registered as such under the 1934 Act and
under  the securities laws of the states in which the Securities will be offered
or  sold  by the Placement Agent unless an exemption for such state registration
is  available  to the Placement Agent. The Placement Agent is in compliance with
all  material  rules and regulations applicable to the Placement Agent generally
and  applicable  to  the  Placement  Agent's  participation  in  the  Offering.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The  Company makes to the Placement Agent all the representations and warranties
it  makes  to  the  Investor  in  the  Investment  Agreement  and,  in addition,
represents  and  warrants  as  follows:

(i)  The  execution,  delivery  and  performance  of each of this Agreement, the
Investment  Agreement  and the Registration Rights Agreement has been or will be
duly  and  validly  authorized  by  the Company and is, and with respect to this
Agreement,  the  Investment Agreement and the Registration Rights Agreement will
each be, a valid and binding agreement of the Company, enforceable in accordance
with  its  respective  terms,  except  to the extent that (a) 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, (b) the enforceability hereof or thereof is subject to
general  principles  of  equity  or (c) the indemnification provisions hereof or
thereof  may  be  held to be in violation of public policy. The Securities to be
issued  pursuant  to  the  transactions  contemplated  by this Agreement and the
Investment  Agreement have been duly authorized and, when issued and paid for in
accordance  with  (x)  this  Agreement,  the  Investment  Agreement  and  the
certificates/instruments  representing  such  Securities,  (y) 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, and
(2)  the  enforceability thereof is subject to general principles of equity. 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.

(ii) The Company has a duly authorized, issued and outstanding capitalization as
set  forth herein and in the Investment 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 and as described in the
Investment  Agreement,  dated  the  date  hereof  and  the  agreements described
therein.  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 were issued in violation of the preemptive
rights of any holders of any security of the Company. As of the date hereof, the
authorized  capital stock of the Company consists of 100,000,000 shares of class
A  voting  stock,  par  value $0.10 per share of which 13,837,220 are issued and
outstanding.

(iii)  The  Common  Stock to be issued in accordance with this Agreement and the
Investment  Agreement  has  been duly authorized and when issued and paid for in
accordance  with  this  Agreement,  the  Investment  Agreement  and  the
certificates/instruments  representing  such  Common  Stock,  will  be

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     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.

     4.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  THE  INVESTOR.
The Investor makes to the Placement Agent all the representations and warranties
it makes to the Company in the Investment Agreement and, in addition represents,
warrants  and  covenants  as  follows:

(i)  The  Investor  has  the necessary power to enter into this Agreement and to
consummate  the  transactions  contemplated  hereby.

(ii)  The  execution  and  delivery  by  the  Investor 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  the  Investor  is  a party or by which the
Investor  or its properties are bound, or any judgment, decree, order or, to the
Investor's  knowledge,  any  statute,  rule  or  regulation  applicable  to  the
Investor.  This  Agreement  when  executed  and  delivered by the Investor, will
constitute the legal, valid and binding obligations of the Investor, enforceable
in  accordance  with  their  respective terms, except to the extent that (a) 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, (b) the enforceability hereof or
thereof  is  subject to general principles of equity, or (c) the indemnification
provisions  hereof  or  thereof may be held to be in violation of public policy.

(iii)  The  Investor  is  not,  and will not be, as a result of the transactions
contemplated  by  the  Offering  Materials  a "dealer" within the meaning of the
Securities Exchange Act of 1934 and applicable federal and state securities laws
and  regulations.  The  Investor  covenants  that in this respect it is and will
remain  in compliance with the requirements of applicable "no action" rulings of
the  U.S.  Securities  Exchange  Commission.

(iv)  The  Investor  will  promptly  forward copies of any and all due diligence
questionnaires  compiled  by  the  Investor  to  the  Placement  Agent.

(v)  The  Investor acknowledges that the Company has agreed to pay the Placement
Agent  fees  for  its  services  from  each  advance or Put and that Company has
instructed  the Investor to pay this fee directly to Placement Agent at the time
of  disbursement of such funds; Investor agrees to notify Placement Agent at the
time of each such advance or draw down by Company and to pay the fee directly to
Placement  Agent.

     5.  CERTAIN  COVENANTS  AND  AGREEMENTS  OF  THE  COMPANY.
The  Company  covenants and agrees at its expense and without any expense to the
Placement  Agent  as  follows:
A. To advise the Placement Agent 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 Offering Materials occurring at any time as soon as the Company is either
informed  or  becomes  aware  thereof.

B. To use its commercially reasonable efforts to cause the Common Stock issuable
in  connection  with the Equity Line of Credit to be qualified or registered for
sale  on terms consistent with those stated in the Registration Rights Agreement
and  under  the securities laws of such jurisdictions as the Placement Agent and
the Investor shall reasonably request. Qualification, registration and exemption
charges  and  fees  shall  be  at  the  sole  cost  and  expense of the Company.
C.  Upon written request, to provide and continue to provide the Placement Agent
and the Investor copies of all quarterly financial statements and audited annual
financial  statements  prepared  by  or  on behalf of the Company, other reports
prepared  by or on behalf of the Company for public disclosure and all documents
delivered  to  the  Company's  stockholders.

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D.  To  deliver,  during the registration period of the Investment Agreement, to
the  Placement  Agent  upon  the  Placement  Agent's  request,

(i)  within  forty  five  (45)  days,  a  statement  of its income for each such
quarterly  period,  and  its  balance  sheet  and  a  statement  of  changes  in
stockholders'  equity  as of the end of such quarterly period, all in reasonable
detail,  certified  by  its  principal  financial  or  accounting  officer;

(ii)  within  ninety  (90) days after the close of each fiscal year, its balance
sheet  as of the close of such fiscal year, together with a statement of income,
a  statement of changes in stockholders' equity and a statement of cash flow for
such  fiscal year, such balance sheet, statement of income, statement of changes
in  stockholders'  equity  and statement of cash flow to be in reasonable detail
and  accompanied  by  a copy of the certificate or report thereon of independent
auditors  if  audited  financial  statements  are  prepared;  and

(iii)  a  copy  of  all  documents,  reports  and  information  furnished to its
stockholders  at  the  time  that  such  documents,  reports and information are
furnished  to  its  stockholders.

(iv)  a copy of all documents, reports and information furnished to the Investor
at  the  time  that such documents, reports and information are furnished to the
Investor.

     E.  To  comply  with  the  terms  of  the  Offering  Materials.

F.  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.

G.  The  Company  acknowledges  that the Company has agreed to pay the Placement
Agent  fees  for  its  services  from  each  advance or Put and that Company has
instructed  the  Investor  to  pay these fees directly to Placement Agent at the
time  of disbursement of such funds; Company agrees to notify Placement Agent at
the  time of each such advance or draw down by Company and to cooperate with the
process  of  fees being paid directly to Placement Agent, until all fees due are
paid.

6. INDEMNIFICATION.
A. The Company hereby agrees that it will indemnify and hold the Placement Agent
and  each  officer,  director,  shareholder,  employee  or representative of the
Placement  Agent  and  each  person  controlling,  controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
there under (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  Placement  Agent  or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, 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)  Section  4 of this
Agreement,  (b) the Offering Materials (except those written statements relating
to  the  Placement  Agent 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 Common Stock 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

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person  pursuant  hereto.  Notwithstanding  the  foregoing  provisions  of  this
Paragraph  6(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 the Placement Agent or
such  indemnified person based upon specific finding of fact as to the Placement
Agent  or such indemnified person's gross negligence or willful misfeasance will
be  promptly  repaid  to  the  Company.

B. The Placement Agent 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 1933 Act or Section 20 of
the 1934 Act 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 1933 Act, the 1934 Act, 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 the Placement Agent or its officers,
employees  or  representatives  in  willful  violation  of  any of such laws and
regulations  while  acting  as  Placement  Agent  for  the  Offering or (ii) the
material  breach  of any representation, warranty, covenant or agreement made by
the  Placement Agent in this Agreement (iii) any false or misleading information
provided  to  the  Company  by one of the Placement Agent's indemnified persons.
Notwithstanding  the  foregoing  provisions  of  this  Paragraph  6(B), any such
payment  or  reimbursement  by  the  Placement  Agent  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 such indemnified person based
upon  specific  finding of fact as to such indemnified person's gross negligence
or willful misfeasance will be promptly repaid to the Placement Agent. Placement
Agent  shall  not  be  responsible  for any such indemnity payment, loss, claim,
damage  or  liability beyond what amount of the gross proceeds was paid to them.

C.  The  Investor  hereby  agrees  that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent,  and  each  person  controlling, controlled by or under common
control  with  the  Placement Agent within the meaning of Section 15 of the 1933
Act  or  Section  20 of the 1934 Act 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 Placement Agent or such indemnified person of the
Placement  Agent  may become subject under the 1933 Act, the 1934 Act, 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 the Investor or its
officers,  employees  or  representatives  in its acting as the Investor for the
Offering  or  (ii) the material breach of any representation, warranty, covenant
or  agreement  made by the Investor in the Offering Materials (iii) any false or
misleading information provided to the Placement Agent by the Investor or one of
the  Investor's  indemnified  persons.

D.  The  Placement  Agent  hereby  agrees  that  it  will indemnify and hold the
Investor  and each officer, director, shareholder, employee or representative of
the Investor, and each person controlling, controlled by or under common control
with the Investor within the meaning of section 15 of the 1933 Act or Section 20
of  the 1934 Act 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

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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 Investor
or  such  indemnified  person  of the Investor may become subject under the 1933
Act,  the 1934 Act, 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 the Placement Agent or its officers, employees or representatives in
willful  violation  of  any  of  such  laws  and regulations while acting as the
Placement  Agent  for  the  Offering  or  (ii)  the  material  breach  of  any
representation,  warranty,  covenant or agreement made by the Placement Agent in
this  Agreement  (iii)  any  false  or  misleading  information  provided to the
Investor  by  one  of the Placement Agent's indemnified persons. Notwithstanding
the  foregoing  provisions  of  this  Paragraph  6(D),  any  such  payment  or
reimbursement by the Placement Agent 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 such indemnified person based upon specific finding
of  fact as to such indemnified person's gross negligence or willful misfeasance
will  be  promptly  repaid  to the Placement Agent. Placement Agent shall not be
responsible  for  any  such  indemnity payment, loss, claim, damage or liability
beyond  what  amount  of  the  gross  proceeds  was  paid  to  them.

E.  Promptly  after receipt by an indemnified party of notice of commencement of
any action covered by Section 6(A), (B), (C) or (D), the party to be indemnified
shall,  within  five  (5)  business  days,  notify the indemnifying party of the
commencement thereof; the omission by one (1) 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 6(A), (B), (C),
or (D) 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.

F.  In  order to provide for just and equitable contribution in circumstances in
which  the  indemnification  provided for in Section 6 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 the Placement Agent and the Investor 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 the
Company,  the  Placement  Agent  and  the Investor shall be responsible for such

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percent  of  the  aggregate  of  such losses, claims, damages and liabilities as
shall  equal  the  percentage  of  the  gross  proceeds  paid  to each of them.;
provided,  however, that no person guilty of fraudulent misrepresentation within
the  meaning  of Section 11(f) of the 1933 Act shall be entitled to contribution
from  any  person  who  was not guilty of such fraudulent misrepresentation. For
purposes  of  this  Section 6(F), any person controlling, controlled by or under
common  control  with  the  Placement  Agent, or any partner, director, officer,
employee, representative or any agent of any thereof, shall have the same rights
to  contribution  as the Placement Agent and each person controlling, controlled
by  or under common control with the Company within the meaning of Section 15 of
the  1933  Act or Section 20 of the 1934 Act and each officer of the Company and
each  director  of the Company shall have the same rights to contribution as the
Company  and each person controlling, controlled by or under common control with
the  Investor  within the meaning of Section 15 of the 1933 Act or Section 20 of
the  1934  Act and each member of the general partner of the Investor 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 6(F), 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 6 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.

7.  FEES.  The  Company  hereby  agrees to pay the Placement Agent $3,000 within
three  days of the effectiveness of the Company's current registration statement
concerning  the  Dutchess  transaction which is currently filed with the SEC and
$4,000  from  the  gross  proceeds of each Put with a maximum of twelve thousand
dollars  ($  12,000).  The  Company  agrees  to instruct the Investor to pay the
Placement  Agent  fees  directly  to  the  Placement  Agent.

8. PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the expenses in
connection  with  the  Offering,  including,  but  not limited to the following:
filing fees, printing and duplicating costs, advertisements, postage and mailing
expenses  with  respect to the transmission of Offering Materials, registrar and
transfer  agent  fees,  and  expenses,  fees  of  the  Company's  counsel  and
accountants,  issue  and  transfer  taxes,  if  any.

9.  CONDITIONS  OF  CLOSING.  The  Closing  shall  be held at the offices of the
Investor  or its counsel. The obligations of the Placement Agent 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 Date of Closing (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 Date of its covenants and
obligations  hereunder  and  to  the  following  further  conditions:

A.  Upon  the  effectiveness  of a registration statement in accordance with the
Investment  Agreement, the Placement Agent shall receive the opinions of Counsel
to  the Company and of the Investor, dated as of the date thereof, which opinion
shall  be  in  form  and  substance reasonably satisfactory to the Investor, the
Company,  their  counsel  and  the  Placement  Agent.

B.  At  or  prior  to the Closing, the Placement Agent shall have been furnished
such  documents,  certificates and opinions as it 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.

C.  At  and  prior to the Closing, (i) there shall have been no material adverse
change  nor  development  involving  a  prospective  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 except the transactions pursuant to the Investment Agreement entered
into  by  the  Company  which  has  not  been

                                  Page 7 of 10
<PAGE>

disclosed  in the Offering Materials or to the Placement Agent 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) and trade payable debt; (v) no material amount of the
assets  of the Company shall have been pledged or mortgaged, except as indicated
in  the  Offering Materials; and (v) 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.

D.  At  Closing,  the Placement Agent shall receive a certificate of the Company
signed  by  an  executive  officer  and chief financial officer, dated as of the
applicable  Closing, to the effect that the conditions set forth in subparagraph
(C)  above  have  been  satisfied  and  that,  as of the applicable closing, the
representations  and  warranties  of  the  Company set forth herein are true and
correct.

10.  TERMINATION.  This  Agreement shall be co-terminus with, and terminate upon
the  same  terms and conditions as those set forth in, the Investment Agreement.
The  rights  of  the  Investor  and  the  obligations  of  the Company under the
Registration  Rights  Agreement,  and  the rights of the Placement Agent and the
obligations  of  the  Company  shall  survive  the termination of this Agreement
unabridged  for  a  period  of  twenty-four  (24) months after the Closing Date.

11.  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 (upon
confirmation  of  receipt  received by the sending party), addressed as follows:

If  to  Placement  Agent,  to:
US  EURO Securities, Inc Corporate Finance Department
275 Madison Ave, 6th Floor
New  York,  NY  10016

With  a  copy  to:
Michael  Roy  Fugler
US  EURO  Securities,  Inc.
13661  Perdido  Key  Dr.,  Suite  PH-1
Perdido  Key,  FL  32507

If  to  the  Company,  to:
Walker  Financial  Corporation  Mitchell  Segal  -  President
370  Old Country Road, Suite 60A
Garden City, New York 11530
Tel: (516) 832-7000
Fax:  (516) 832-7979

                                  Page 8 of 10
<PAGE>

With  a  copy  to:

Attorney  Info.

Mr. Greg Sichenzia, Esq. Sichenzia Ross Friedman Ference
1065 Avenue of the Americas
New  York,  New  York  10018
Tel:  (212) 398-1207
Fax:  (212) 930-9725

If  to  the  Investor:
Dutchess  Private  Equities  fund, LP
50 Commonwealth Avenue, Suite 2
Boston, MA 02116
Tel:  (617)  301-4700
Fax:  (617)  249-0947

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

C.  This  Agreement shall be governed by and construed in all respects under the
laws  of  the State of Delaware, without reference to its conflict of laws rules
or  principles.  Any  suit,  action,  proceeding or litigation arising out of or
relating  to  this  Agreement shall be brought and prosecuted in such federal or
state  court  or  courts  located  within  the  Commonwealth of Massachusetts as
provided  by  law. The parties hereby irrevocably and unconditionally consent to
the jurisdiction of each such court or courts located within the Commonwealth of
Massachusetts  and to service of process by registered or certified mail, return
receipt requested, or by any other manner provided by applicable law, and hereby
irrevocably  and unconditionally waive any right to claim that any suit, action,
proceeding  or  litigation  so  commenced  has been commenced in an inconvenient
forum.

D.  This Agreement and the other agreements referenced herein 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.

     [THE  REMAINDER  OF  THIS  PAGE  IS  INTENTIONALLY  LEFT  BLANK]

                                  Page 9 of 10
<PAGE>

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

By: /s/Mitchell  Segal
    ------------------
Name:  Mitchell  Segal
Title: President  and/or  CEO

PLACEMENT  AGENT:                           PLACEMENT  AGENT:

By: /s/Anthony  F.  Dudzinski       By: /s/Michael  Roy  Fugler
    -------------------------           -----------------------
Name:  Anthony  F.  Dudzinski              Michael  Roy  Fugler
Title: CEO/Compliance  Department          Corporate  Finance  Department


INVESTOR:

DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P. BY ITS GENERAL PARTNER DUTCHESS CAPITAL
MANAGEMENT,  LLC


By: /s/Douglas  H.  Leighton
    ------------------------
Name:  Douglas  H.  Leighton
Title:  A  Managing  Member

                                 Page 10 of 10