<PAGE>

Exhibit 10.6


                                                               [GRAPHIC OMITTED]




March 10, 2003


Essential Reality, Inc.
49 West 27th Street, Suite 7 East
New York, New York  10001

Attention:        Humbert B. Powell, III
                  Chairman

Re:      Investment Banking/Advisory Agreement ("AGREEMENT")

Gentlemen:

         We are  pleased  to set  forth  the  terms  of the  retention  of First
Securities USA, Inc., member NASD/SiPC through its SBI USA division ("INVESTMENT
BANKER")  by  ESSENTIAL  REALITY,   INC.   (collectively  with  its  affiliates,
subsidiaries, successors, and assigns, the "COMPANY").

     1.    The Company hereby engages the Investment  Banker, and the Investment
Banker hereby  accepts such  engagement,  as the Company's  exclusive  financial
advisor, for six (6) months from the date of this Agreement,  in connection with
the  management  of a "PIPE"  (private  investment  in  public  equity)  private
placement (the "PRIVATE  PLACEMENT") of equity securities,  which may or may not
include common stock and warrants to purchase  common stock (the  "SECURITIES"),
of the  Company,  on a best  efforts  basis.  Subject to the terms  hereof,  the
Company and the  Investment  Banker  anticipate  that the gross dollar amount of
Securities to be offered in the Private Placement shall be up to $5,000,000. The
minimum  dollar  amount  for the  Private  Placement  shall  be  $3,000,000.  In
connection  with its role as  financial  advisor,  the  Investment  Banker would
expect its services to include assistance with the preparation of the Memorandum
(as hereinafter  defined),  as well as such other investment banking services as
may be mutually agreed upon by Investment Banker and the Company.

     2.    In   connection  with  the  Investment  Banker's  activities  on  the
Company's  behalf,  (a) the Investment  Banker will familiarize  itself with the
business,  operations,  properties,  financial  condition,  and prospects of the
Company,  and (b) the Company will cooperate with the Investment Banker and will
furnish the  Investment  Banker with all  information  and data  concerning  the
Company (the  "INFORMATION")  which the Investment  Banker deems appropriate and
will  provide  the  Investment  Banker with  access to the  Company's  officers,
directors,  employees,  independent accountants,  and legal counsel. The Company
represents and warrants that, to the Company's  knowledge,  all Information made
available to the Investment Banker by, or on behalf of, the Company will, at all
times during the period of engagement of the  Investment  Banker  hereunder,  be
complete  and correct 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 the light of the circumstances
under  which such  statements  are made.  The  Company  further  represents  and
warrants that any projections provided by, or on behalf of, it to the Investment
Banker will have been prepared in good faith and will be based upon  assumptions
which, in light of the circumstances under which

                      FIRST SECURITIES USA, INC., MEMBER NASD/SIPC
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March 10, 2003
Page 2

they are made,  are  reasonable.  The Company  acknowledges  and agrees that, in
rendering  its  services  hereunder,  the  Investment  Banker  will be using and
relying  on the  Information  without  independent  verification  thereof by the
Investment  Banker or independent  appraisal by the Investment  Banker of any of
the  Company's  assets.  The  Investment  Banker does not assume  responsibility
regarding the Company or any other party.  Any advice rendered by the Investment
Banker  pursuant to this  Agreement  may not be disclosed  publicly  without our
prior written consent.

     3.    (a) The Private Placement shall be structured as a transaction exempt
from Section 5 of the Securities Act of 1933, as amended (the "SECURITIES ACT"),
and shall  comply with  Section  4(2) of the  Securities  Act and  Regulation  D
thereunder and state securities law.

     (b)  The  Private  Placement  shall be  structured  to permit  the  initial
          closing  (the  "INITIAL   CLOSING")   thereof  upon  the  receipt  and
          acceptance by the Company of $3,000,000 of  irrevocable  subscriptions
          for the  Securities,  together with payment  therefor,  and additional
          closings (each an "ADDITIONAL  CLOSING") from time to time  thereafter
          until  the  receipt  and  acceptance  by the  Company  of  irrevocable
          subscriptions for a maximum of $5,000,000,  unless the Company and the
          Investment  Banker  shall  otherwise  agree.  The  feasibility  of the
          Private  Placement  will  depend  upon the  results of the  Investment
          Banker's  investigation  of the Company,  information,  including  the
          Information  about the Company that the Investment  Banker may receive
          including,  but not limited to, due diligence  reports  concerning the
          Company's   operations,   management,   and  business  plan,  and  the
          continuation of the operation of the Company without  material adverse
          change.

     (c)  The  Investment  Banker shall be entitled to invite to  participate in
          the  Private  Placement  such  other  member  firms  of  the  National
          Association of Securities Dealers, Inc. and certain qualifying foreign
          entities, as it shall determine. The aggregate compensation payable to
          the  Investment  Banker  pursuant  to  Paragraph  4  hereof  shall  be
          allocated by agreement  between the  Investment  Banker and such other
          firms (the Investment Banker and such other firms participating in the
          Private Placement,  collectively,  the "PLACEMENT AGENTS"), and may be
          contained,  in the discretion of the Investment  Banker,  in the Sales
          Agreement (as hereinafter defined).  The Investment Banker may, in its
          sole  discretion,  agree with the other Placement Agents to act as the
          representative thereof.

     (d)  The Company will use best efforts to promptly  prepare a  Confidential
          Offering  Memorandum  (the  "MEMORANDUM")   relating  to  the  Private
          Placement.   The  Company  will  also  endeavor  in  good  faith,   in
          cooperation  with the  Placement  Agents and counsel to the  Placement
          Agents,  whenever  requested by the Investment  Banker, to qualify the
          Securities and the securities issuable upon the conversion,  exchange,
          or  exercise  thereof,   as  applicable,   the  Agent's  Warrants  (as
          hereinafter defined), and the securities issuable upon the exercise of
          the Agent's Warrants, and all underlying securities, if any, for offer
          and sale under the applicable securities laws of such jurisdictions as
          the Investment  Banker may reasonably  designate,  provided,  however,
          that the  Company  shall not be  required  thereby  to  qualify  to do
          business in any  jurisdiction in which it is not otherwise  engaged in
          business  and shall  not be  required  to  subject  itself to  general
          service of process in connection therewith.
<PAGE>
March 10, 2003
Page 3

     (e)  The Company and the Investment  Banker shall enter into a Sales Agency
          Agreement (the "SALES  AGREEMENT")  which shall contain the definitive
          terms of the Private Placement.

     (f)  The Private  Placement  will be qualified  for sale by the  Investment
          Banker's counsel with the Securities and Exchange  Commission  ("SEC")
          and in every state of residence of every  investor as required by law.
          The legal  fees,  not to exceed $500 per state,  and the state  filing
          fees as set by each state's  statutes,  for qualifying the offering in
          all states required shall be borne by the Company.

     4.    The  Investment  Banker  shall be  compensated  for its  services  as
follows:

     (a)  The Company shall pay to the Investment  Banker upon execution of this
          Agreement, a retainer of $25,000 (the "Retainer").  The Retainer shall
          be paid 100% in common stock of the Company.  The  calculation  of the
          stock payment  shall be performed  based on the average of the closing
          prices  for the  five  business  days  prior to the  execution  of the
          Agreement. The Investment Banker shall remit to the Company a designee
          list for issuance of the shares.  Payment shall be due upon  execution
          of this Agreement.

     (b)  The Company shall pay to the Investment  Banker at the Initial Closing
          and at each Additional Closing (each a "Closing"), commissions in cash
          equal to 10% of the aggregate gross proceeds of the Securities sold in
          the Private Placement.

     (c)  (i)  The Company  will  authorize,  and the  Investment  Banker or its
               designees  shall be entitled to receive at the Closing,  purchase
               warrants (the "AGENT'S WARRANTS") for the purchase of a number of
               Securities  equal to 10% of the number of Securities  sold in the
               Private  Placement.  The Agent's Warrants will be exercisable for
               five years at a price per Security  equal to 110% of the offering
               price per  Security.  Such  warrants  will  contain  standard net
               issuance (i.e., cashless exercise) and anti-dilution provisions.

          (ii) The  Company  agrees,  at  its  expense,  to  grant  the  Agent's
               Warrants,   piggyback   registration   rights  to  register   the
               Securities (the "UNDERLYING  SECURITIES")  issuable,  directly or
               indirectly,  upon the exercise of the Agent's Warrants for resale
               at any time during the term of the Agent's Warrants.  The Company
               will bear all the costs of such  piggyback  registration,  except
               for customary underwriting discounts and commissions. The Company
               shall not enter  into any  agreement  or take any other step that
               would  impair  the  registration  rights  of any of such  holders
               granted hereby.

     5.    The Company agrees to promptly reimburse the Investment Banker,  upon
request from time to time, for all out-of-pocket expenses incurred by Investment
Banker  (including fees and  disbursements of counsel,  and of other consultants
and  advisors  retained by  Investment  Banker) in  connection  with the matters
contemplated  by this  Agreement.  Any expense  incurred in connection  with the
Private  Placement  in an amount in excess of $750.00  (other  than those  items
specifically listed below) shall require the prior approval of the Company.  The
Investment  Banker shall invoice the Company from time to time for out-of-pocket
expenses incurred with payment due upon receipt of

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March 10, 2003
Page 4

the invoice.  In addition,  the Company  shall pay all of its costs and expenses
incident  to the  purchase,  sale,  and  delivery  of  the  Securities  and  the
securities issuable upon the conversion, exchange, or exercise thereof; all blue
sky fees and expenses as set forth in section  3(f);  all fees of the counsel to
the Investment Banker not to exceed $5,000;  fees of counsel and accountants for
the Company;  printing costs, including costs of printing the Memorandum and any
amendments, supplements, or exhibits thereto, including a reasonable quantity of
Memoranda as determined by the Investment Banker; and costs of background checks
at $450 each if additional research is not required.

     6.    Indemnification.

     (a)   Company   Indemnity  Obligations.   The  Company  hereby  agrees  to
indemnify  and  hold  harmless  each  Placement   Agent  and  their   respective
affiliates,  their respective  directors,  officers,  agents,  and employees and
affiliates,  and each other person, if any, controlling any such Placement Agent
or any of their respective affiliates from and against all claims,  liabilities,
losses, damages, actions and expenses incurred, including fees and disbursements
of counsel  related to or arising out of any untrue  statement or alleged untrue
statement of a material fact contained in any private placement memorandum or in
any information  (whether oral or written) or other documents  furnished or made
available  to  Investment  Banker by the  Company  or the  omission  or  alleged
omission by the Company to state in any such documents or information a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading.

     (b)   Investment Banker Indemnity Obligations. Investment Banker agrees to
indemnify  and hold the  Company  (including  its agents,  directors,  officers,
employees  and  controlling  persons  within  the  meaning  of Section 15 of the
Securities  Act of 1933 or Section 20 of the  Securities  Exchange  Act of 1934)
harmless from and against all claims, liabilities,  losses, damages and expenses
incurred,  including fees and  disbursements of counsel related to any warranty,
representation  or guarantee  made by  Investment  Banker  regarding the Company
beyond the  information  and  materials  furnished to  Investment  Banker by the
Company.

     (c)   Indemnity Limitations.  Notwithstanding the foregoing, neither party
shall be obligated to indemnify the other party or any of its agents, directors,
officers, employees or controlling persons under this agreement, with respect to
any  claim,  liability,  loss,  damage or  expense  that is  finally  judicially
determined to have  resulted  primarily  from such party's  gross  negligence or
misfeasance.

     (d)   Rights and Procedures. The indemnity rights and obligations shall be
in addition to any rights that any Indemnified Persons person or entity entitled
to indemnification  hereunder (each an "Indemnified  Person") may have at common
law or  otherwise,  including not limited to any right of  contribution.  If any
litigation or proceeding is brought against any Indemnified Person in respect of
which indemnity may be sought against a party pursuant hereto (the "Indemnifying
Party"), such Indemnified Person shall promptly notify the Indemnifying Party in
writing of the  commencement of such litigation or proceeding,  but the omission
to so notify the Indemnifying Party shall not relieve the Indemnifying Party its
obligation or liability which the Indemnifying Party may have to any Indemnified
Person under this agreement.  If any action,  proceeding,  or  investigation  is
commenced  as to  which  an  Indemnified  Person  demands  indemnification,  the
Indemnified  Person shall have the right to retain  counsel of its own choice to
represent it, the Indemnifying  Party shall pay the reasonable fees and expenses
of such  counsel,  and such  counsel  shall to the  extent  consistent  with its
professional  responsibilities  cooperate  with the  Indemnifying  Party and any
counsel designated by the

<PAGE>
March 10, 2003
Page 5


Indemnifying   Party;   provided  that  the  Indemnifying  Party  shall  not  be
responsible for the fees and expenses of more than one counsel. In case any such
litigation or proceeding  shall be brought against any Indemnified  Person,  the
Indemnifying  Party shall be  entitled  to  participate  in such  litigation  or
proceeding with counsel of the  Indemnifying  Party's choice at the Indemnifying
Party's expense.

     7.    The Company represents, warrants, and covenants that:

          (a)  There  will  be  included  in the  Memorandum  audited  financial
               statements of the Company for the two fiscal years  preceding the
               date of the Memorandum (reported on by a national accounting firm
               or an accounting  firm  reasonably  acceptable to the  Investment
               Banker)  and, if  requested  by the  Investment  Banker,  current
               unaudited comparative interim financial statements. The financial
               statements  will present  fairly the  financial  condition of the
               Company and the results of its  operations  and cash flows at the
               time and for the periods  covered by such  financial  statements,
               and  such   statements  will  be   substantially   as  heretofore
               represented to the Investment Banker.

          (b)  The Company has prepared and delivered to the  Investment  Banker
               its most recent financial statements and projections constituting
               its best  estimate of revenues,  earnings and cash flow and shall
               update such estimates on a monthly basis during the  registration
               period.

          (c)  The Company shall secure director and officer liability insurance
               (provided  that such  insurance  can be obtained at a  reasonable
               cost as determined by the Company and the  Investment  Banker) in
               an amount  and from an  insurer  reasonably  satisfactory  to the
               Investment Banker, provided that the amount of coverage shall not
               exceed that which is customary for  companies of comparable  size
               and in the same industry as the Company.

          (d)  The  Investment  Banker has advised the Company,  and the Company
               has advised the Investment Banker, that neither has dealt with or
               engaged  any  finder  in  connection  with the  proposed  Private
               Placement.

          (e)  For a  three-year  period from date of the Initial  Closing,  the
               Investment  Banker  shall  have the right to  appoint a  designee
               observer to the Board of Directors  of the  Company,  in the sole
               discretion of the Investment Banker.  Such observer will have the
               right to attend all meetings of the Board of Directors,  however,
               such observer shall have no voting rights. Such observer shall be
               entitled   to   receive    reimbursement   for   all   reasonable
               out-of-pocket  expenses  incurred  in  attending  such  meetings,
               including,  but not limited to food, lodging, and transportation.
               The  Investment  Banker shall be given notice of such meetings at
               the same time and in the same manner as  directors of the Company
               are  informed.  The  Investment  Banker  and  observer  shall  be
               indemnified to the same extent as the other directors.

          (f)  Until the date of the last Additional  Closing,  the Company will
               notify the  Investment  Banker  promptly of the occurrence of any
               event which might materially  affect the Private Placement or the
               status of the Company.
<PAGE>
March 10, 2003
Page 6


          (g)  If the Company and the Investment Banker determine to utilize the
               services of a financial  printer in  connection  with the Private
               Placement,   the  Company  agrees  to  use  a  printer  which  is
               reasonably  acceptable  to  the  Investment  Banker  and a  stock
               transfer  company as their  transfer  agent  which is  reasonably
               acceptable to the Investment Banker.

     8.    The Company shall not use the name of the Investment Banker or of any
of the Investment Banker's divisions or affiliates in any promotional  material,
press release or other written or oral communication without the express written
consent of the Investment Banker.  Nothwithstanding the forgoing, the Investment
Banker's approval shall not be unreasonably withheld.

     9.    The  Investment  Banker's  intention  as  expressed in this Letter of
Intent is subject to the following general conditions:

          (a)  The  Investment  Banker  shall be  satisfied  with the  Company's
               progress as well as its outlook for the future.

          (b)  The Company will provide for appropriate  "comfort  letters" from
               its independent  certified public accountants with respect to the
               audited financial statements and other financial  information and
               other data  contained in the Memorandum as specified in the Sales
               Agreement  and with  regard  to the  period  from the date of the
               audited  financial  statements to a date a few days prior to both
               the offering date and the closing date.

          (c)  All relevant terms, conditions, and circumstances relating to the
               proposed Private Placement will be satisfactory to the Investment
               Banker and counsel to the Placement Agents.

          (d)  The Sales Agreement will contain appropriate  representations and
               covenants  of the  Company,  including  reciprocal  covenants  of
               indemnity,  and will provide for satisfactory opinions of counsel
               to the Company.

          (e)  There will have been no materially adverse change in the business
               or  financial  condition of the Company,  no  materially  adverse
               change in the overall  capital  markets in the United States,  no
               declaration of a banking  moratorium by the Federal government or
               New  York  State,  no  outbreak  of  major  hostilities  or other
               national  or  international   calamity,  and  no  action  by  any
               government  in  respect  of  its  monetary  affairs  which  has a
               material adverse effect on the United States securities  markets,
               or other event which,  in the sole  discretion of the  Investment
               Banker, would materially adversely affect its ability to complete
               the Private Placement.

     10.   It is understood that the Investment Banker's undertaking to conduct
the proposed  Private  Placement is subject to the  Memorandum,  all amendments,
supplements,  and exhibits thereto or other documentation related thereto, being
reasonably  satisfactory  to the Investment  Banker and counsel to the Placement
Agents.

         The  Investment  Banker  intends to proceed with the Private  Placement
immediately after availability of the required final documentation and the terms
of this Letter of Intent and the Sales Agreement have been satisfied;  provided,
however,  that the Investment  Banker reserves the right not

<PAGE>
March 10, 2003
Page 7

to  proceed  with  the  Private  Placement  if,  in its  sole  judgment,  market
conditions  are  unsuitable  for  such  offering,  or  information  comes to its
attention relating to the Company, its management, or its industry, which could,
in the Investment Banker's sole judgment,  preclude a successful offering of the
Securities.

         Except for the  provisions  set forth in  Paragraphs 4, 5, 6, and 10 of
this  Agreement,  it is not  intended  to be,  and shall not be  construed  as a
binding  contract  for the Private  Placement.  A legal  obligation  between the
Company and the Investment Banker for the Private Placement shall be only as set
forth in a duly negotiated and mutually  executed  written Sales Agreement which
shall be in form and content  satisfactory to each of the Investment  Banker and
the Company.

     11.   As  described in Paragraph 9, the Company and the Investment  Banker
agree that the following provisions shall be legally binding on the Company:

          (a)  If the Company or the  Investment  Banker  decides not to proceed
               with  the  Private  Placement  for  any  reason  whatsoever,  all
               expenses incurred by the Investment Banker in connection with the
               Private Placement pursuant to Paragraph 5 will be repaid promptly
               by the  Company  in  accordance  with  all  provisions  described
               herein.

          (b)  If, after  executing this Agreement and prior to the execution of
               the Sales  Agreement,  the  Company  elects not to  expeditiously
               proceed  with the Private  Placement  even though the  Investment
               Banker  is  ready,  willing,  and  able to  conduct  the  Private
               Placement,  then the Company agrees that (1) it will not sell any
               of its capital stock through another placement agent for a period
               of at least six  months,  or (2) if it does so,  then the Company
               shall pay to the  Investment  Banker  $50,000 in  addition to the
               amounts paid to it pursuant to subparagraph (a) hereof, which the
               Company and the Investment Banker agree will be fair compensation
               to the Investment  Banker for services  performed with respect to
               the proposed Private Placement.

          (c)  If prior to the final Additional Closing of the Private Placement
               and  within a period  of 12  months  from  the date  hereof,  the
               Company is acquired,  merges,  sells all or substantially  all of
               its assets, or otherwise effects a corporate  reorganization with
               any  other  entity  and,  as  a  result,  the  Private  Placement
               contemplated    hereby   is   abandoned   by   the   Company   (a
               "TRANSACTION"),  then,  in  addition  to any  amounts  paid to it
               pursuant to  subparagraph  (a) hereof,  the Company shall pay the
               Investment  Banker  a cash  fee of  $50,000  in  addition  to the
               amounts paid to it pursuant to subparagraph (a) hereof, which the
               Company and the Investment Banker agree will be fair compensation
               to the Investment  Banker for services  performed with respect to
               the proposed Private Placement.

          (d)  Commencing on the date hereof and  terminating on the earlier of:
               (i) date of the Final Additional Closing; or (ii) the termination
               of either party of this Agreement, the Company shall refrain from
               negotiating  with any other placement agent or investment  banker
               or other person  regarding a possible public or private  offering
               of any of the Company's securities.

          (e)  The Investment  Banker and the Company agree that any controversy
               arising  out of or  relating to this letter of intent or proposed
               offering  contemplated hereby, shall be

<PAGE>
March 10, 2003
Page 8
               settled by arbitration in Orange County, California in accordance
               with the  rules  then in effect on the  National  Association  of
               Securities Dealers, Inc.

     12.   The  validity and interpretation of this Agreement shall be governed
by the law of the State of California  applicable  to agreements  made and to be
fully performed therein.

     13.   The  benefits  of  this  Agreement  shall  inure  to the  respective
successors  and assigns of the  parties  hereto and of the  indemnified  parties
hereunder  and  their  successors  and  assigns  and  representatives,  and  the
obligations  and  liabilities  assumed in this  Agreement by the parties  hereto
shall be binding upon their respective successors and assigns.

     14.   For  the   convenience  of  the  parties   hereto,   any  number  of
counterparts of this Agreement may be executed by the parties hereto.  Each such
counterpart shall be, and shall be deemed to be, an original instrument, but all
such  counterparts  taken together shall  constitute one and the same Agreement.
This  Agreement may not be modified or amended  except in writing  signed by the
parties hereto.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



<PAGE>
March 10, 2003
Page 9

           If  the foregoing  correctly sets  forth  the  understanding  we have
heretofore  reached  regarding the proposed Private  Placement,  please sign and
return the  enclosed  copy of this letter by March 10,  2003.  If this Letter of
Intent is not signed by such date, and an extension has not been mutually agreed
upon in writing by the Company and the Investment Banker,  this Letter of Intent
will be considered  void. By accepting  this letter,  the Company agrees to keep
this  letter  and all  terms  confidential  and not to  "shop" it with any other
placement agents or underwriters.

Very truly yours,

SBI USA, A DIVISION OF:                   FIRST SECURITIES USA, INC.


BY:                                       BY:
    -------------------------------         -------------------------------
    SHELLY SINGHAL                          STANLEY C. BROOKS
    MANAGING DIRECTOR                       PRESIDENT




ACCEPTED AND AGREED TO

THIS _____ DAY OF _____________________, ________


ESSENTIAL REALITY, INC.


BY:
   --------------------------------
   HUMBERT B. POWELL, III
   CHAIRMAN



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