EXHIBIT
10.32


GLENWOOD
CAPITAL, LLC








May 7,
2008




Stephen
K. Onody


Chief
Operating Officer


Amerex
Group, Inc.


1105 N.
Peoria Avenue


Tulsa, OK
74106




Dear Mr.
Onody:




This
letter confirms that Amerex Group, Inc. (the “Client”) has engaged Glenwood
Capital, LLC (the “LLC”) to perform financial and other consulting services for
the Client upon the terms set forth herein and in the attached Engagement Terms,
incorporated herein by this reference, and sets
forth the LLC’s duties, responsibilities, and the fee arrangement.




The LLC
will provide only those financial and other consulting services expressly
described in the
attached Engagement Terms (the “Work”).  By its signature below, the
Client authorizes the LLC to commence work for its domestic and, if applicable,
international operations.  Any advice provided pursuant to our work
will be oral, unless other arrangements are made to provide the Client
with a written report.




We can
begin our review upon receipt of the executed engagement letter and the
indicated retainer.
We will forward a Document Request under separate cover and appreciate receipt
of the requested information as soon as possible.  The LLC assumes any
information provided by the Client is accurate and complete in all material
respects.  The LLC will not conduct an audit, but may or
may not perform independent investigation of the accuracy or completeness of
such data.




Upon
completion of the engagement, the LLC will not be responsible for updating any
of the work products that may result from changes in circumstances such as
changes in accounting rules,
market conditions, or conditions within the Client.  It is our company
policy to destroy all documents related to this assignment one year following
our final invoice.  The LLC, nevertheless,
will welcome a new engagement to advise the Client of the effect of such changes on the
LLC’s work product.




The
services provided to the Client and the work product are for the sole use and
benefit of the Client
and may not be relied upon by any third party without the prior written consent
of the LLC which
may be withheld or conditioned in its sole discretion.




The fees
for services rendered to perform the work are $37,500.00 per month, payable in
advance by wire transfer (instructions are attached).  In addition, we
require a retainer of $18,750, representing one-half of the monthly fee.  We will bill for our services on a monthly basis,
with subsequent payments due on the monthly anniversary date of the execution of
this agreement.  We
will bill out of pocket expenses, on a bi-weekly basis, with payment due within
five business days of billing.  We will offset our final billings
against the retainer. Any excess retainer will be returned to you within ten
days of completing the engagement.





7101
COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913)
652-9300 - (913) 652-9305 FAX





Mr.
Stephen K. Onody


May 7, 
2008


Page
2







In
addition to the monthly fees and expenses described above, the Client agrees to
pay the LLC a contingent fee in the amount to be negotiated within twenty (20)
business days of the execution of this agreement.  The contingent fee
shall be billed upon completion of the engagement and shall be due
within five (5) business days.




If the
foregoing is in accordance with your understanding, please execute this letter
in the space provide and return to the LLC.  The duplicate copy of
this letter is for your files.




Thank you
for this opportunity to be of service to you.




Very
truly yours,






GLENWOOD
CAPITAL, LLC








By: /s/
RandallD.Humphreys


Randall
D. Humphreys, Manager






Attachment  -
Amerex Group, Inc. - Engagement Terms






The
foregoing meets with Amerex Group, Inc.’s approval, and the LLC is authorized to
proceed with the services outlined.




Amerex Group, Inc.





By:  /s/
Nicholas J. Malino


Nicholas
J. Malino, President and CEO








7101
COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913)
652-9300 - (913) 652-9305 FAX










May 7, 
2008


Page 3




AmerexGroup,Inc.


EngagementTerms




These
terms apply to the engagement described in any arrangement letter referencing
them (and supersede
any inconsistent terms) but shall also apply to any additional work the LLC is
asked to perform on behalf
of the client.




Confidentiality




Client
shall at no time disclose any of LLC’s Work product and other confidential
material, or its role in this
engagement to any third party (except to a government agency or court if part of
the scope of the Work, or
pursuant to a subpoena but only after 10 days notice to the LLC or such shorter
time as allowed by the
issuer of the subpoena) without LLC’s prior written consent in each
case.  Client’s use of the Work product shall in all events be
restricted to the client’s internal use.




The LLC
shall treat as confidential any information provided by the Client to the LLC
which is marked confidential or which the LLC reasonably believes to be
confidential, and shall not disclose such confidential information to any third
party without Client’s consent except as required by law.  However, the LLC
is not required to treat as confidential any confidential information which (a)
is or becomes public knowledge without any act by the LLC; (b) is or becomes
lawfully available to the LLC from a source
other than the Client; or (c) is independently developed by the LLC without any
reference to the confidential information.




ClientPrivileges:UseofCounsel




The
parties acknowledge that certain documents and other communications involving
and/or disclosed to or by the
LLC may be subject to one or more claims of privilege by or on behalf of
Client.  The Client is solely responsible for managing the
recognition, establishment and maintenance of all such privileges.




AgreedUponScopeofWork




LLC shall
be obligated only for the Work or deliverables specified herein, and only for
changes in such scope
that are set forth in writing and duly executed by the parties
hereto.  To the extent all relevant terms and conditions of an
engagement are not fully provided, at the request of either party, the parties
shall work
diligently and in good faith to so provide.  Unless expressly provided
herein, the LLC’s services shall not include the giving of testimony or
appearing or participating in any discovery proceedings, administrative
hearings, court proceedings, or in other legal or regulatory inquiries or
proceedings.  It is understood that unless the Client or LLC otherwise
agree in writing, the LLC shall have no responsibility to update
any of the Work after its completion.




Indemnification




Client
shall indemnify the LLC and its members and managers against all costs, fees,
expenses, damages and
liabilities (including defense costs) associated with any claim arising from or
in any way relating to any
services, Work product or deliverables provided by the LLC or otherwise related
to this engagement, except to the extent attributable to the LLC’s fraud, gross
negligence or willful misconduct.  Such indemnification
shall also extend to any claims arising out of the disclosure of any information
by Client to the
LLC, as well as any claims whatsoever arising out of the engagement of the LLC
by the Client. The terms of this paragraph shall apply regardless of the nature
of any claim asserted (including those made
under contract, by statute, or in negligence, tort or strict liability), and
whether the same are asserted by the
Client, the LLC or other third party.  Such terms shall also continue
to apply after any termination of the
agreement and during any dispute between the parties, but shall not apply to the
gross negligence or willful misconduct of the LLC or its authorized agents in
the performance of the Work.




7101 COLLEGE BLVD, SUITE
710 - OVERLAND PARK, KANSAS 66210 - (913) 652-9300 - (913)
652-9305 FAX









Mr. Stephen K. Onody May 7, 
2008Page
4


The
Client acknowledges that the LLC is only providing consulting services, and is
not providing any assurances or other guaranties to the Client that by
contracting for the LLC’s consulting services the Client
will benefit financially.  The Client also acknowledges that the LLC
is basing its Work product and other services it provides to Client on
information provided to the LLC by the Client.  The LLC is not
undertaking any independent review or investigation as to the accuracy or
completeness of the information
provided to the LLC by the Client, and as such in no event shall the LLC be
responsible for any loss or claim of the Client or any third party resulting
from errors in the Work product or consulting services
resulting from any incomplete or incorrect information provided to the LLC by
the Client.  The Client
expressly agrees to hold the LLC and its members and managers harmless from and
against any and all claims, damages, loss or expenses (whether from the Client
or any third party), including reasonable
legal fees, which may arise as a result of any incomplete or incorrect
information provided to the LLC by the Client.




WorkDescribed




The LLC
shall provide the following services and deliverables which constitute the
Work:




1.
Assessment of financial condition.




2. Assessment of the state of the business.








7101
COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913)
652-9300 - (913) 652-9305 FAX





Mr. Stephen K. Onody May 7, 
2008
 Page
5











WireInstructions





Glenwood
Capital, LLC
 Citizens
Bank, NA
 Overland
Park, KS
 ABA#:
101100566
 Account #: 004006232
    7101
COLLEGE BLVD, SUITE 710 - OVERLAND PARK, KANSAS 66210 - (913)
652-9300 - (913) 652-9305 FAX