OCEAN
      WEST HOLDING CORPORATION


26
      EXECUTIVE PARK, SUITE 250


IRVINE,
      CA 92614


949-861-2590








August
      1,
      2006








Gentlemen:





This
      letter sets forth the agreement (the “Agreement”) between Ocean West Holding
      Corporation (“OWHC”), which together with its subsidiaries and affiliates is
      hereinafter referred to as the “Company” and BK Financial Services, LLC of
      Syosset, New York and Meyer Capital Corporation of Ketchum, Idaho as consultants
      (collectively, the “Consultants”).




Any
      reference in this Agreement to a “party” or the “other party” shall mean
      Consultant or the Company, as the case may be.





Section
      1. Scope
      of Services Rendered .
      The
      Company hereby engages Consultant to act as its advisor to provide the
      consulting services hereinafter described, as reasonably requested by the
      Company. It is understood and acknowledged by the parties that the value of
      Consultant’s advice is not readily quantifiable, and that although Consultant
      shall be obligated to render the advice contemplated by this Agreement upon
      the
      reasonable request of the Company, in good faith, Consultant shall not be
      obligated to spend any specific amount of time in so doing. Consultant’s duties
      may include, but will not necessarily be limited to, providing recommendations
      concerning the following related matters.




(a) Rendering
      advice with regard to internal operations, including:





(i) the
      formation of corporate goals and their implementation;


(ii) the
      Company’s financial structure and its divisions or subsidiaries;
      and


(iii) corporate
      organization and personnel.




(b) Rendering
      advice with regard to any of the following corporate finance
      matters:





(i) changes
      in the capitalization of the Company;


(ii) changes
      in the Company’s corporate structure;


(iii) redistribution
      of shareholdings of the Company’s stock;


(iv) offerings
      of securities in public and private transactions;


(v) alternative
      uses of corporate assets;


(vi) structure
      and use of debt; and


(vii) sales
      of
      stock by insiders pursuant to Rule 144 or otherwise.





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        18,
        2006
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        2


(c) Rendering
      investment banking services with regard to any of the following matters: the
      acquisition of and/or merger with other companies, the sale of the Company
      itself, or any of its assets, subsidiaries or affiliates, or similar type of
      transaction (hereinafter referred to as a “Transaction”).




The
      Company acknowledges and agrees that Consultant has been retained solely to
      provide the advice or services set forth in this Agreement. Consultant shall
      act
      as an independent contractor and any duties of Consultant arising out of its
      engagement hereunder shall be owed solely to the Company. As Consultant will
      be
      acting on the Company’s behalf, the Company agrees to the indemnification and
      other obligations set forth in Section 7 of this Agreement.





Section
      2. Compensation
      - Cash Fees .
      As
      compensation for services to be provided by Consultant hereunder, the Company
      agrees to pay a monthly retainer (the “Consulting Fee”) of $5,000.00 to
      Consultant.




Out-of-Pocket
      Expenses .
      The
      Company agrees to reimburse Consultant promptly for all reasonable out-of-pocket
      expenses incurred (including without limitation all reasonable fees and expenses
      of counsel) incurred by Consultant in connection with its engagement hereunder
      upon production of supporting vouchers and receipts therefor.





Section
      3. Term
      of Engagement .
      This
      Agreement will expire six (6) months from the date hereof unless extended by
      the
      Company on 30 days’ prior written notice. The Agreement, if extended, may then
      be terminated solely for cause. As set forth in this Section 3, Cause shall
      be
      defined to mean:




(i) Consultant’s
      neglect or refusal to perform, or if it otherwise fails to perform such duties
      as are delegated to Consultant by the Chief Executive Officer of the
      Company;




(ii) any
      other
      conduct consisting a breach of this Agreement or of any code of conduct
      heretofore or hereafter adopted by the Company;




(iii) Consultant
      (or its CEO’s) conviction (including a conviction on a *nole
      contendere* plea)
      of
      a felony or misdemeanor (other than minor traffic offenses);




(iv) any
      willful, intentional, or grossly negligent act having the effect of inuring
      Consultant’s reputation or the reputation or business of the
      Company.





Upon
      expiration of this Agreement, Consultant will be entitled to prompt payment
      of
      all reasonable fees accrued prior to such expiration and reimbursement of all
      reasonable out-of-pocket expenses as provided pursuant to the provisions set
      forth in Section 2 above. Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement
      will also remain operative and in full force and effect regardless of the
      expiration of this Agreement.





July
          18,
          2006
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          3


Section
      4. Cooperation .
      The
      Company will furnish Consultant with all financial and other information and
      data as Consultant believes, acting reasonably, are appropriate in connection
      with its activities on the Company’s behalf, and shall provide Consultant full
      access to its officers, directors, employees and professional advisors.




The
      Company recognizes and confirms that Consultant, in connection with performing
      its services hereunder, (i) will be relying without investigation upon all
      information that is available from public sources or supplied to it by or on
      behalf of the Company or its advisors; (ii) shall not in any respect be
      responsible for the accuracy or completeness of, or have any obligation to
      verify, the same; and (iii) will not conduct any appraisal of any assets of
      the
      Company.




Consultant
      covenants that it shall not make any unauthorized or untrue statement relating
      to the Company in providing the services on behalf of the Company hereunder
      and
      agrees that it shall indemnify the Company for any breach of this obligation
      pursuant to the terms and conditions of Section 8 of this
      Agreement.




The
      Company covenants not to undertake any public offering or other issuance of
      its
      common shares or the Securities in contravention of the Laws.





Section
      5. Confidentiality .
      The
      Company agrees that any advice in writing and designated as confidential (the
      “Consultant Confidential Information”) provided by Consultant pursuant to this
      Agreement will be treated by the Company as confidential, will be solely for
      the
      information and assistance of the Company in connection with its consideration
      of transactions of the type referred to in this Agreement and will not be used,
      circulated, quoted or otherwise referred to for any other purpose, nor will
      it
      be filed with, included in or referred to, in whole or part, in any registration
      statement, proxy statement or any other communication, whether written or oral,
      prepared, issued or transmitted by the Company or any affiliate, director,
      officer, employee, agent or representative of any thereof, without, in each
      instance, Consultant’s prior written consent.




Further,
      in connection with this engagement of Consultant, it is contemplated that the
      Company may supply to Consultant certain non-public or proprietary information
      concerning the Company (the “Company Confidential Information”). Consultant
      shall use Company Confidential Information solely for the purposes of rendering
      services pursuant to and in accordance with this engagement and shall not
      disclose any Company Confidential Information to any person, other than its
      officers, directors, employees and outside advisors with a need to
      know.




For
      the
      purposes of this Agreement, the Company Confidential Information and the
      Consultant Confidential Information (collectively, the “Confidential
      Information”) shall not include:







July
        18,
        2006
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        4




a)
              information
                  which is in the public domain at the date of disclosure of the
                  Confidential Information to the party in receipt of such Confidential
                  Information (the “Receiving Party”) to or which thereafter enters the
                  public domain through no fault of the Receiving Party (but only
                  after it
                  enters the public domain);




b)
              information
                  which is already known to the Receiving Party at the time of its
                  disclosure to the Receiving
                  Party;




c)
              information
                  which, following its disclosure to the Receiving Party, is received
                  by the
                  Receiving Party without obligation of confidence from a third party
                  who
                  the Receiving Party had no reason to believe was not lawfully in
                  possession of such information free of any obligation of confidence;
                  and




d)
              expertise
                  which the Receiving Party has at the date hereof or which the Receiving
                  Party develops or enhances as a result of reviewing the information
                  or
                  material provided.




The
      Receiving Party shall be entitled to disclose Confidential
      Information:




a)
              if
                  required pursuant to a subpoena or order issued by a court, arbitrator
                  or
                  governmental body, agency or official;
                  or




b)
              to
                  those of its employees, agents and advisors that have a need to
                  know the
                  Confidential Information.





Section
      6. Potential
      Conflicts .
      The
      Company acknowledges that although Consultant and its affiliates may have and
      may continue to have investment banking and other relationships with parties
      other than the Company pursuant to which Consultant may acquire information
      of
      interest to the Company, Consultant shall have no obligation to disclose such
      information to the Company, or to use such information in connection with any
      contemplated transaction. The Company recognizes that Consultant is being
      engaged hereunder to provide the services described above only to the Company
      and is not acting as an agent or a fiduciary of, and shall have no direct duties
      or liability to, the equity holders of the Company or any third party in
      connection with its engagement hereunder, all of which are hereby expressly
      waived. No one other than the Company is authorized to rely upon the engagement
      of Consultant hereunder or any statements, advice, opinions or conduct by
      Consultant.





Section
      7. Indemnification .
      The
      Company hereby agrees to indemnify and hold harmless Consultant and its assigns
      and affiliates, the respective directors, officers, attorneys and other agents,
      stockholders and employees of Consultant and its affiliates and each other
      person, if any, controlling Consultant or any of its affiliates (Consultant
      and
      each such person and entity being referred to as a “Consultant Indemnified
      Person”), to the full extent lawful, from and against any losses, claims,
      damages or liabilities or actions (including without limitation shareholder
      actions, actions brought by VC Arjent and actions arising from the use of
      information contained in documents prepared by the Company or omissions from
      such materials) related to or arising out of its engagement or Consultant’s role
      in connection herewith, and will pay (or, if paid by a Consultant Indemnified
      Person, reimburse such Indemnified Person) for all reasonable fees and expenses
      (including, without limitation, legal fees and expenses) incurred by such
      Consultant Indemnified Person in connection with investigating, preparing or
      defending any such action or claim, whether or not in connection with pending
      or
      threatened litigation in which any Indemnified Person is a party. The Company
      will not, however, be responsible for any claims, liabilities, losses, damages
      or expenses which result from any compromise or settlement not approved by
      the
      Company or which result primarily from the fraud, willful misconduct or gross
      negligence of any Consultant Indemnified Person. The foregoing agreement shall
      be in addition to any rights that any Indemnified Person may have at common
      law
      or otherwise, including without limitation any right to contribution. The
      foregoing obligations of indemnification shall be fulfilled upon the monthly
      presentation of appropriate bills and receipts by the Consultant Indemnified
      Person which shall be paid within twenty days of receipt.





July
          18,
          2006
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          5


Consultant
      agrees to indemnify and hold harmless the Company and its respective directors,
      officers, attorneys and other agents, shareholders and employees of the Company
      (the Company and any such person or entity being referred to here as a “Company
      Indemnified Person”), to the full extent lawful, from and against any losses,
      claims, damages or liabilities or actions relating to arising out of the breach
      by Consultant of its representations, warranties and covenants contained in
      this
      Agreement, including, without limitation, the representations, warranties and
      covenants contained in Sections 4 and 5 of this Agreement, and will pay (or,
      if
      paid by a Company Indemnified Person, reimburse such Company Indemnified Person)
      for all reasonable fees and expenses (including, without limitation, legal
      fees
      and expenses) incurred by such Company Indemnified Person in connection with
      investigating, planning or defending any such action or claim whether or not
      in
      connection with pending or threatened litigation in which any Company
      Indemnified Person is a party. Consultant will not, however, be responsible
      for
      any claims, liabilities, losses, damages or expenses which result from any
      compromise or settlement not approved by Consultant or which result primarily
      from the fraud, willful misconduct or negligence of any Company Indemnified
      Person, or any breach by the Company of its obligations hereunder. The foregoing
      agreement shall be in addition to any rights that any Company Indemnified Person
      may have at common law or otherwise, including without limitation any right
      to
      contribution. The foregoing obligations of indemnification shall be fulfilled
      upon the monthly presentation of appropriate bills and receipts by the
      indemnified party which shall be paid within twenty days of
      receipt.




If
      any
      action or proceeding is brought against any Consultant Indemnified Person or
      Company Indemnified Person (collectively, an “Indemnified Person”) in respect of
      which indemnity may be sought pursuant hereto, or if any Indemnified Person
      receives notice from any potential litigant or a claim which such person
      reasonably believes will result in the commencement of any such action or
      proceeding, or of the existence of any such claim, the Indemnified Person shall
      immediately notify the other party of all relevant facts relating thereto,
      but
      the failure so to notify such other party of any such action or proceeding
      shall
      not relieve the other party from any other obligation or liability which it
      may
      have to any Indemnified Person otherwise than under this Agreement or with
      respect to any other action or proceeding, except if and to the extent that
      the
      other party is prejudiced by such failure so to notify. In case any such action
      or proceeding shall be brought against any Indemnified Person, the other party
      shall be entitled to assume the defense of such action or proceeding or
      participate in such action or proceeding with counsel of the other party’s
      choice, or compromise or settle such action or proceeding, at its expense (in
      which case the other party shall not thereafter be responsible for the fees
      and
      expenses of any separate counsel retained by such Indemnified Person).
      Notwithstanding the other party’s election to assume the defense of such action
      or proceeding, such Indemnified Person shall have the right to employ separate
      counsel and to participate in the defense of such action or proceeding at its
      own cost and expense.







July
        18,
        2006
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        6




In
      order
      to provide for the just and equitable contribution, if a claim for
      indemnification hereunder is found unenforceable in a final judgement by a
      court
      of competent jurisdiction (not subject to further appeal), even though the
      express provisions hereof provide for indemnification in such case, then the
      Company and Consultant shall contribute to the losses, claims, damages,
      judgements, liability or costs to which the Indemnified Person may be subject
      in
      accordance with the relative benefits received by, and the relative fault of,
      each in connection with the statements, acts or omissions which resulted in
      such
      losses, claims, damages, judgements, liabilities or costs. Consultant and the
      Company agree that a pro  rata allocation would be unfair. No person found liable for a fraudulent
      misrepresentation, omission or gross negligent behavior shall be entitled to
      contribution from any person who is not also found liable for such fraudulent
      misrepresentation, omission or gross negligent behavior.




Notwithstanding
      the foregoing, Consultant shall not be obligated to contribute to any amount
      hereunder that exceeds the amount of fees or compensation received or to be
      received by Consultant for its services to the Company hereunder.




These
      indemnification provisions shall (i) remain operative and in full force and
      effect regardless of any completion of the engagement of Consultant, (ii) inure
      to the benefit of any successors, assigns, heirs or personal representative
      of
      any Indemnified Person; and (iii) be in addition to any other rights that any
      Indemnified Person may have.





Section
      8. Complete
      Agreement; Severability; Amendments; Assignment .
      This
      Agreement embodies the entire agreement and understanding between the parties
      hereto and supersedes any prior agreements and understandings relating to the
      subject matter hereof. If any provision of this Agreement is determined to
      be
      invalid or unenforceable in any respect, such determination will not affect
      such
      provision in any other respect or any other provision of this Agreement, which
      will remain in full force and effect. This Agreement may not be amended or
      otherwise modified or waived except by an instrument in writing signed by both
      Consultant and the Company.





This
      Agreement shall be binding upon and inure to the benefit of the Company,
      Consultant, each Indemnified Person and their respective successors and
      permitted assigns.





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          18,
          2006
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          7


Section
      9. Notices .
      Notices
      must be in writing and shall be given by personal delivery or by facsimile
      copy
      followed by executed originals sent by registered mail, return receipt
      requested, as follows:





(i)
      to
      the Company at:





26
      Executive Park, Suite 250


Irvine,
      CA 92614


Attention:
      Daryl Cohen, CEO


Facsimile:
      (949) 861-2591; or





(ii)
      to
      the Consultant’s at:





BK
      Financial Services, LLC


16
      Palatine Court


Syossett,
      NY


11791


Facsimile:
      516-624-9655





Meyer
      Capital Corporation


PO
      Box
      6187


Ketchum,
      Id


83340


Facsimile:
      ______________





or
      to
      such other address or facsimile number as may be designated by notice given
      by
      either party to the other. Any demand, notice or other communication given
      by
      person delivery shall be conclusively deemed to have been given on the day
      of
      actual delivery thereof and if given by facsimile, on the day of transmittal
      thereof if given during normal business hours of the recipient and on a business
      day during which such normal business hours next occur if not given during
      such
      hours on any day.





Section
      10. Governing
      Law and Choice of Forum .
      This
      Agreement and the legal relations between the parties hereto shall be governed
      as to validity, interpretation, construction, effect and in all other respects
      by the internal laws of the State of California without regard to its principles
      of conflict or choice of Law. Any dispute arising under this Agreement shall
      be
      heard in the federal or state courts in Orange County, California.








July
        18,
        2006
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        8




Please
      confirm that the foregoing correctly sets forth our agreement by signing and
      returning to Consultant the enclosed original copy of this
      Agreement.





Very
      truly yours,





**OCEAN
      WEST HOLDING CORPORATION**








By:________________________________


Daryl
      Cohen


Chief
      Executive Officer





Accepted
      as of the date written above.





**BK
      FINANCIAL SERVICES, LLC**





By:________________________________


Name:________________________________


Title:________________________________


**MEYER
      CAPITAL CORPORATION**





By:________________________________


Name:________________________________


Title:________________________________