EXHIBIT 10.3

                            CAPITAL SOLUTIONS I, INC
                            PLACEMENT AGENT AGREEMENT


                                                    Dated as of: August 26, 2004

Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309


Ladies and Gentlemen:

         The undersigned,  Capital Solutions I, Inc, a Delaware corporation (the
"Company"),  hereby agrees with Newbridge Securities Corporation (the "Placement
Agent") and Cornell Capital  Partners,  LP, 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 Standby Equity Distribution
Agreement dated the date hereof (the "Standby Equity  Distribution  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
Six Million Dollars  ($6,000,000) of the Company's common stock (the "Commitment
Amount"), par value $.0000001 per share (the "Common Stock"), at price per share
equal to the  Purchase  Price,  as that term is  defined in the  Standby  Equity
Distribution Agreement.  The Placement Agent services shall consist of reviewing
the terms of the Standby Equity Distribution  Agreement and advising the Company
with respect to those terms.

         All  capitalized  terms used herein and not  otherwise  defined  herein
shall  have  the  same  meaning  ascribed  to  them  as in  the  Standby  Equity
Distribution Agreement. The Investor will be granted certain registration rights
with  respect  to the Common  Stock as more fully set forth in the  Registration
Rights Agreement between the Company and the Investor dated the date hereof (the
"Registration Rights Agreement").  The documents to be executed and delivered in
connection with the Offering,  this Agreement,  the Standby Equity  Distribution
Agreement, the Registration Rights Agreement, and the Escrow Agreement dated the
date hereof (the "Escrow  Agreement"),  are  referred to  sometimes  hereinafter
collectively as the "Offering  Materials." The Company's  Common Stock purchased
by  the  Investor   hereunder  is  sometimes  referred  to  hereinafter  as  the
"Securities." The Placement Agent shall not be obligated to sell any Securities.

         2. Compensation.

              A.   Upon the execution of this Agreement, the Company shall issue
to the Placement Agent or its designee  shares of the Company's  Common Stock in
an amount equal to Ten  Thousand  Dollars  ($10,000)  divided by the Closing Bid
Price of the Company's  Common Stock on the date hereof (the "Placement  Agent's
Shares").  The Placement  Agent shall be entitled to  "piggy-back"  registration
rights, which shall be triggered upon registration of any







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shares of Common Stock by the Investor  with  respect to the  Placement  Agent's
Shares pursuant to the Registration Rights Agreement dated the date hereof.

         3. Representations, Warranties and Covenants of the Placement Agent.

              A.   The  Placement  Agent  represents,  warrants and covenants as
follows:

                        (i)  The  Placement  Agent  has the  necessary  power 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
does not and 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
thereunder or applicable "Blue Sky" laws of any state or jurisdiction.

                        (v)  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 material compliance with the rules and regulations applicable to the
Placement Agent generally and applicable to the Placement Agent's  participation
in the Offering.

         4. Representations and Warranties of the Company.

              A.   The Company represents and warrants as follows:

                        (i)  The execution,  delivery and performance of each of
this Agreement, the Standby Equity Distribution Agreement, the Escrow Agreement,
and the






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Registration Rights Agreement has been or will be duly and validly authorized by
the  Company  and is, or with  respect to this  Agreement,  the  Standby  Equity
Distribution  Agreement,  the  Escrow  Agreement,  and the  Registration  Rights
Agreement will 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  Standby  Equity  Distribution   Agreement  have  been  duly
authorized  and, when issued and paid for in accordance  with this Agreement and
the Standby Equity Distribution Agreement, 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 in the  Standby  Equity  Distribution
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 Offering  Materials and the agreements
and  documents  referenced  therein  (including,  but  not  limited  to the  SEC
Documents). 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 other than as described in the Offering Materials and the agreements and
documents referenced therein (including,  but not limited to the SEC Documents);
and none of such securities were issued in violation of the preemptive rights of
any holders of any security of the Company.

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

                        (iv)   The Company has good and marketable  title to, or
valid and  enforceable  leasehold  estates  in,  all items of real and  personal
property necessary to conduct its business (including,  without limitation,  any
real or personal property stated in the Offering Materials to be owned or leased
by the Company),  free and clear of all liens,  encumbrances,  claims,  security
interests and defects of any material  nature  whatsoever,  other than those set
forth in the Offering Materials and liens for taxes not yet due and payable.






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                        (v)    There is no material litigation  or  governmental
proceeding  pending  or,  to the  best of the  Company's  knowledge,  threatened
against,  or involving the properties or business of the Company,  except as set
forth in the Offering  Materials and the  agreements  and  documents  referenced
therein (including, but not limited to the SEC Documents).

                        (vi)   The Company is  duly  organized  and  is  validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Delaware.  Except as set forth in the Offering  Materials and the agreements and
documents referenced therein (including,  but not limited to the SEC Documents),
the Company does not own or control,  directly or indirectly, an interest in any
other corporation,  partnership,  trust, joint venture or other business entity.
The  Company is duly  qualified  or licensed  and in good  standing as a foreign
corporation  in each  jurisdiction  in which  the  character  of its  operations
requires such  qualification  or licensing and where failure to so qualify would
have a material  adverse  effect on the Company.  The Company has all  requisite
corporate  power and authority,  and all material and necessary  authorizations,
approvals,   orders,  licenses,   certificates  and  permits  of  and  from  all
governmental  regulatory  officials and bodies (domestic and foreign) to conduct
its businesses  (and proposed  business) as described in the Offering  Materials
and the agreements and documents referenced therein (including,  but not limited
to the SEC  Documents)  except  where the  failure to have such  authorizations,
approvals, orders, licenses,  certificates and permits would not have a material
adverse effect on the Company or the transactions contemplated by the Agreement.
Any  disclosures  in the Offering  Materials  concerning the effects of foreign,
federal,  state and local  regulation on the  Company's  businesses as currently
conducted and as  contemplated  are correct in all material  respects and do not
omit to state a material fact. The Company has all corporate power and authority
to enter into this Agreement,  the Standby Equity  Distribution  Agreement,  the
Registration  Rights  Agreement,  and the  Escrow  Agreement,  to carry  out the
provisions  and  conditions  hereof and thereof.  All consents,  authorizations,
approvals  and orders  required in connection  herewith and therewith  have been
obtained  except  where  the  failure  to have  such  consents,  authorizations,
approvals and orders would not have a material  adverse effect on the Company or
the  transactions  contemplated by the Agreement.  No consent,  authorization or
order of,  and no filing  with,  any court,  government  agency or other body is
required by the Company for the  issuance of the  Securities  or  execution  and
delivery  of the  Offering  Materials  except for  applicable  federal and state
securities laws, except where the failure to have such consents,  authorizations
or order of, or filing would not have a material  adverse  effect on the Company
or the  transactions  contemplated by the Agreement.  Other than as disclosed in
the SEC  Documents,  the Company,  during the two (2) years prior to the date of
this  Agreement has not incurred any  liability  arising under or as a result of
the  application  of any of the  provisions of the 1933 Act, the 1934 Act or the
rules and regulations thereunder.

                        (vii)  There has been no material adverse  change in the
condition or business of the Company,  financial or  otherwise,  from the latest
dates as of which such  condition or business ,  respectively,  are set forth in
the Offering Materials (including,  but not limited to, the SEC Documents),  and
the  outstanding  debt, the property and the business of the Company  conform in
all  material  respects to the  descriptions  thereof  contained in the Offering
Materials.







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                        (viii) Except as set forth in the Offering Materials and
the agreements and documents  referenced therein (including,  but not limited to
the SEC  Documents),  the Company is not in breach of, or in default under,  any
term or provision of any material  indenture,  mortgage,  deed of trust,  lease,
note,  loan  or  any  other  material  agreement  or  instrument  evidencing  an
obligation for borrowed money, or any other material  agreement or instrument to
which  it is a party or by  which  it or any of its  properties  may be bound or
affected.  The Company is not in  violation  of any  provision of its charter or
by-laws or in violation of any franchise,  license, permit, judgment,  decree or
order,  or in violation of any material  statute,  rule or regulation  except as
described in the Offering Materials and the agreements and documents  referenced
therein (including, but not limited to the SEC Documents). Neither the execution
and delivery of the Offering  Materials nor the issuance and sale or delivery of
the Securities,  nor the consummation of any of the transactions contemplated in
the  Offering  Materials  nor the  compliance  by the Company with the terms and
provisions hereof or thereof,  has conflicted with or will conflict with, or has
resulted in or will result in a breach of, any of the terms and  provisions  of,
or has  constituted or will  constitute a default  under,  or has resulted in or
will result in the creation or  imposition  of any lien,  charge or  encumbrance
upon any  property  or assets of the  Company  or  pursuant  to the terms of any
indenture,  mortgage,  deed of  trust,  note,  loan or any  other  agreement  or
instrument  evidencing an obligation for borrowed  money, or any other agreement
or  instrument to which the Company may be bound or to which any of the property
or assets of the Company is subject except (a) where such default,  lien, charge
or encumbrance  would not have a material  adverse effect on the Company and (b)
as  described  in the  Offering  Materials  and  the  agreements  and  documents
referenced therein (including,  but not limited to the SEC Documents);  nor will
such action result in any material violation of the provisions of the charter or
the by-laws of the Company or,  assuming the due  performance  by the  Placement
Agent of its obligations hereunder,  any material statute or any material order,
rule or  regulation  applicable  to the Company of any court or of any  foreign,
federal,  state or other  regulatory  authority or other  government body having
jurisdiction over the Company.

                        (ix)   There are no claims for services in the nature of
a finder's or  origination  fee with  respect to the sale of the Common Stock or
any  other  arrangements,  agreements  or  understandings  that may  affect  the
Placement Agent's compensation.

                        (x)    The Company owns or  possesses, free and clear of
all liens or  encumbrances  and rights thereto or therein by third parties,  the
requisite  licenses  or  other  rights  to use all  trademarks,  service  marks,
copyrights,  service  names,  trade  names,  patents,  patent  applications  and
licenses necessary to conduct its business (including,  without limitation,  any
such  licenses or rights  described in the Offering  Materials as being owned or
possessed by the Company) except for any liens,  encumbrances or rights as would
not have a material  adverse  effect on the Company and,  except as set forth in
the Offering  Materials  and the  agreements  and documents  referenced  therein
(including,  but not limited to the SEC Documents),  there is no claim or action
by any  person  pertaining  to, or  proceeding,  pending  or  threatened,  which
challenges the exclusive  rights of the Company with respect to any  trademarks,
service  marks,   copyrights,   service  names,  trade  names,  patents,  patent
applications  and  licenses  used in the  conduct  of the  Company's  businesses
(including,  without  limitation,  any such licenses or rights  described in the
Offering  Materials as being owned or possessed by the Company) except any





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claim or action that would not have a material  adverse  effect on the  Company;
the Company's  current  products,  services or processes do not infringe or will
not infringe on the patents currently held by any third party.

                        (xi)   Except as described in the Offering Materials and
the agreements and documents  referenced therein (including,  but not limited to
the SEC Documents),  the Company is not under any obligation to pay royalties or
fees of any kind  whatsoever to any third party with respect to any  trademarks,
service  marks,   copyrights,   service  names,  trade  names,  patents,  patent
applications,  licenses or technology it has developed, uses, employs or intends
to use or employ, other than to their respective licensors.

                        (xii)  To the Company's  best  knowledge,   neither  the
Offering  Materials nor any  amendment or  supplement  thereto nor any documents
prepared by the Company in connection  with the Offering will contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading.  To the Company's best
knowledge,  all statements of material facts in the Offering  Materials are true
and correct as of the date of the Offering Materials.

                        (xiii) All material taxes which are due and payable from
the Company have been paid in full or adequate  provision has been made for such
taxes on the books of the Company, except for those taxes disputed in good faith
by the Company.

                        (xiv)  None of the Company  nor  any  of  its  officers,
directors,  employees or agents,  nor any other  person  acting on behalf of the
Company, has, directly or indirectly, given or agreed to give any money, gift or
similar benefit (other than legal price concessions to customers in the ordinary
course of business) to any customer,  supplier,  employee or agent of a customer
or   supplier,   or  official  or  employee  of  any   governmental   agency  or
instrumentality  of any government  (domestic or foreign) or any political party
or candidate  for office  (domestic or foreign) or other person who is or may be
in a position  to help or hinder the  business  of the  Company (or assist it in
connection with any actual or proposed  transaction) which (A) might subject the
Company  to any  damage  or  penalty  in any  civil,  criminal  or  governmental
litigation  or  proceeding,  or (B) if not given in the past,  might  have had a
materially  adverse effect on the assets,  business or operations of the Company
as  reflected  in any of the  financial  statements  contained  in the  Offering
Materials,  or (C) if not continued in the future,  might  adversely  affect the
assets,  business,  operations  or  prospects  of the  Company  in  the  future.
Notwithstanding  the  foregoing,  nothing in this  Agreement  shall  prevent the
Company  from  issuing  shares of Common  Stock to its  officers,  directors  or
affiliates for compensation or remuneration,  or to other entities in connection
with acquisitions or other transactions after the date hereof.

         5.   Representations, Warranties and Covenants of the Investor.

              A.   The Investor 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.







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

                        (iv)   The  Investor  is  an  Accredited   Investor  (as
defined under the 1933 Act).

                        (v)    The Investor is acquiring the  Securities for the
Inventor's own account as principal,  not as a nominee or agent,  for investment
purposes  only,  and  not  with a view  to,  or  for,  resale,  distribution  or
fractionalization  thereof in whole or in part and no other  person has a direct
or indirect beneficial interest in such Securities.  Further,  the Investor does
not have any contract, undertaking,  agreement or arrangement with any person to
sell,  transfer or grant  participations  to such person or to any third person,
with respect to any of the Securities.

                        (vi)   The   Investor    acknowledges   the   Investor's
understanding  that the  offering and sale of the  Securities  is intended to be
exempt  from  registration  under the 1933 Act by virtue of Section  3(b) of the
1933  Act  and/or  the   provisions  of  Regulation  D  promulgated   thereunder
("Regulation D"). In furtherance  thereof,  the Investor represents and warrants
as follows:

                               (a)   The Investor has the  financial  ability to
bear the economic  risk of the  Investor's  investment,  has adequate  means for
providing for the Inventor's current needs and personal contingencies and has no
need for liquidity with respect to the Investor's investment in the Company; and

                               (b)   The   Investor  has  such   knowledge   and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of the prospective investment.  The Inventor also represents it
has not been organized for the purpose of acquiring the Securities.

                        (vii)  The Investor has been given the opportunity for a
reasonable  time  prior to the date  hereof to ask  questions  of,  and  receive
answers  from,  the  Company  or its  representatives  concerning  the terms and
conditions of the Offering, and other matters pertaining to this investment, and
has been given the opportunity for a reasonable time prior to the date hereof to
obtain such  additional  information in connection with the Company in






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order for the  Investor  to  evaluate  the merits and risks of  purchase  of the
Securities,  to the extent the Company possesses such information or can acquire
it without  unreasonable  effort or expense.  The Investor is not relying on the
Placement  Agent  or any of its  affiliates  with  respect  to the  accuracy  or
completeness  of the  Offering  Materials  or for  any  economic  considerations
involved in this investment.

         6.   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  and  the  Investor  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  promptly  after 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  Standby  Equity  Distribution
Agreement 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  reports on Form 10-QSB
and annual  reports on Form  10-KSB  prepared by or on behalf of the Company and
filed with the Securities and Exchange Commission,  other reports prepared by or
on behalf of the Company for public  disclosure  and all documents  delivered to
the Company's stockholders.

              D.   To  deliver,  during the  registration  period of the Standby
Equity  Distribution  Agreement,  to the Investor upon the Investor's  request 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.

              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.

         7.   Indemnification and Limitation of Liability.

              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






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rules and regulations  promulgated  thereunder 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 and the
rules  and  regulations  thereunder,  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 or statements  approved of in writing relating to the Placement Agent
given by the Placement  Agent 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 person pursuant  hereto.  Notwithstanding  the
foregoing  provisions of this Paragraph 7(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 that 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 and the rules and regulations thereunder,
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 and the rules
and  regulations  thereunder,  or any other federal or state law or  regulation,
common law or otherwise, arising out of or based upon (i) the material breach of
any representation,  warranty, covenant or agreement made by the Placement Agent
in this  Agreement,  or (ii) any false or  misleading  information  or  material
misstatements





<PAGE>
provided to the Company in writing by one of the Placement  Agent's  indemnified
persons specifically for inclusion in the Offering Materials.

              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 and the  rules  and
regulations  thereunder,  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 and the  rules  and  regulations
thereunder,  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, (ii) the material breach of any representation,  warranty, covenant or
agreement made by the Investor in the Offering Materials,  or (iii) any false or
misleading  information provided to the Placement Agent by 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 and the rules and regulations thereunder,
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  Investor  or such  indemnified
person of the Investor may become  subject  under the 1933 Act, the 1934 Act and
the rules and  regulations  thereunder,  or any  other  federal  or state law or
regulation,  common law or otherwise,  arising out of or based upon the material
breach  of any  representation,  warranty,  covenant  or  agreement  made by the
Placement Agent in this Agreement.

              E.   Promptly after receipt by an  indemnified  party of notice of
commencement  of any action covered by Section 7(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




<PAGE>
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  7(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 7(A) or 7(B)
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 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  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  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  7(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.  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 7(D),  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


<PAGE>
hereunder or otherwise if the party from whom  contribution may be sought is not
materially prejudiced thereby.

              G.   The indemnity and contribution  agreements  contained in this
Section 7 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.

              H.   The Company hereby waives, to the fullest extent permitted by
law, any right to or claim of any  punitive,  exemplary,  incidental,  indirect,
special,  consequential or other damages (including, without limitation, loss of
profits)  against 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 and the
rules and regulations  thereunder  arising out of any cause whatsoever  (whether
such cause be based in contract,  negligence,  strict  liability,  other tort or
otherwise).  Notwithstanding  anything to the  contrary  contained  herein,  the
aggregate  liability  of  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  shall not exceed the compensation  received by the
Placement Agent pursuant to Section 2 hereof. This limitation of liability shall
apply  regardless of the cause of action,  whether  contract,  tort  (including,
without  limitation,  negligence)  or breach of  statute  or any other  legal or
equitable obligation.

         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,  escrow agent fees and expenses,  fees of the Company's  counsel and
accountants,  issue and transfer taxes, if any.  Notwithstanding  the foregoing,
the Company  shall have no  obligation  to pay the  expenses of the  Investor or
Placement  Agent other than as explicitly set forth in Offering  Materials.  For
the  avoidance  of doubt,  this  Section 8 does not impose  upon the Company any
additional  obligation  to  reimburse  the  Investor  for  expenses  incurred in
connection with the Offering.

         9.   Conditions to 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 in all material  respects of the  representations  and
warranties  of the  Company  and the  Investor  contained  herein as of the date
hereof and as of the date of each Closing (each, a "Closing  Date") with respect
to the  Company or the  Investor,  as the case may be, as if it had been made on
and as of such  Closing  Date;  the  accuracy on and of each Closing Date of the
statements  of the  officers of the  Company  made  pursuant  to the  provisions
hereof;  and the  performance  by the Company and the Investor on and as of each
Closing Date of its  covenants  and  obligations  hereunder and to the following
further conditions:





<PAGE>
              A.   The Investor and the Placement  Agent shall receive a copy of
the  opinion of counsel to the Company  referenced  in Article IV of the Standby
Equity Distribution Agreement.

              B.   At or prior to the Closing,  the  Investor and 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 each Closing, as applicable,  (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
Securities  Purchase  Agreement  entered  into by the Company on the date hereof
which has not been disclosed in the Offering Materials or to the Placement Agent
in  writing;  (iii)  except  as set  forth  in the  Offering  Materials  and the
agreements and documents  referenced therein (including,  but not limited to the
SEC  Documents),  the Company shall not be in default under any provision of any
instrument  relating to any outstanding  indebtedness in excess of Five Thousand
Dollars  ($5,000)  for  which a  waiver  or  extension  has not  been  otherwise
received;  (iv) except as set forth in the  Offering  Materials  there shall not
have  been any  material  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 properties or businesses
or  financial  condition  or income of the  Company,  except as set forth in the
Offering  Materials.  Notwithstanding  the foregoing,  nothing in this Agreement
shall  prevent the Company from issuing  shares of Common Stock to its officers,
directors or affiliates for compensation or  remuneration,  or to other entities
in connection with acquisitions or other transactions after the date hereof.

              D.   If requested at Closing the Investor and 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 Date, the  representations  and warranties of the
Company set forth herein are true and correct in all material respects.

              E.   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.





<PAGE>
         10.  Termination.

         This Agreement  shall be co-terminus  with, and terminate upon the same
terms and  conditions  as those set forth in, the  Standby  Equity  Distribution
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.

         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 to such other address of which written notice is given to the others):

If to Placement Agent, to:               Newbridge Securities Corporation
                                         1451 Cypress Creek Road, Suite 204
                                         Fort Lauderdale, Florida 33309
                                         Attention:        Doug Aguililla
                                         Telephone:        (954) 334-3450
                                         Facsimile:        (954) 229-9937

If to the Company, to:                   Capital Solutions I, Inc.
                                         6915 Red Road - Suite 222
                                         Coral Gables, FL 33143
                                         Attention:        Richard Astrom
                                         Telephone:        (305) 666-6565
                                         Facsimile:        (305) 666-3994

With a copy to:                          Gibson, Dunn & Crutcher LLP
                                         1050 Connecticut Avenue N.W.
                                         Washington DC 20036-5306
                                         Attention:        Brian J. Lane, Esq.
                                         Telephone:        (202) 887-3646
                                         Facsimile:        (202) 530-9589

If to the Investor:                      Cornell Capital Partners, LP
                                         101 Hudson Street - Suite 3606
                                         Jersey City, New Jersey 07302
                                         Attention:        Mark A. Angelo
                                                           Portfolio Manager
                                         Telephone:        (201) 985-8300
                                         Facsimile:        (201) 985-8266











<PAGE>
With Copies to:                          Butler Gonzalez LLP
                                         1000 Stuyvesant Avenue - Suite 6
                                         Union, New Jersey 07083
                                         Attention:        David Gonzalez, Esq.
                                         Facsimile:        (908) 810-0973
                                         Butler Gonzalez LLP


              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 State of New Jersey as
provided by law. The parties hereby irrevocably and  unconditionally  consent to
the  jurisdiction  of each such court or courts  located within the State of New
Jersey 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.



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<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of August 26, 2004.

                                COMPANY:
                                CAPITAL SOLUTIONS I, INC.

                                By:    /s/ CHRISTOPHER ASTROM
                                   --------------------------------
                                Name:   Christopher Astrom
                                Title:  Chief Executive Officer


                                PLACEMENT AGENT:
                                NEWBRIDGE SECURITIES CORPORATION

                                By:    /s/ GUY S. AMICO
                                   --------------------------------
                                Name:   Guy S. Amico
                                Title:  President

                                INVESTOR:
                                CORNELL CAPITAL PARTNERS, LP

                                By:  Yorkville Advisors, LLC
                                Its: General Partner


                                By:    /s/ MARK A. ANGELO
                                   --------------------------------
                                Name:   Mark A. Angelo
                                Title:  Portfolio Manager