Investment Advisory Agreement



 Exhibit 10.2 
 INVESTMENT ADVISORY AGREEMENT 
 THIS AGREEMENT (the “Agreement”) dated as of February 17, 2006, by and
between Horizon Holding Corporation, having its principal business at 1583 East Silver Star Road, Suite 346, Ocoee, FL 34761 and its subsidiaries (collectively, the “Company”) and Galileo Asset Management, SA, a Swiss Corporation and
member of the ARIF (Association Romande des Intermédiaires Fiduciares) located at the World Trade Center, Avenue Gratta-Paille 2, Case Postale 4767, CH – 10000 Lausanne 30, Switzerland (the “Advisor”). 
 WITNESSETH: 
 WHEREAS, the
Company desires to retain the Advisor and the Advisor desires to be retained by the Company pursuant to the terms and conditions hereinafter set forth: 
 NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows: 
 SECTION 1. Retention 
 (a) The
Company hereby retains the Advisor on an exclusive basis to perform the services set forth in Section 1 (b) below during the two (2) year period commencing on the date hereof. This Agreement shall automatically renew for additional
six-month periods unless terminated in writing not less than thirty (30) days prior to the original or any subsequent expiration date (the initial two-year period and any renewals thereof, the “Term”). The Advisor hereby accepts such
retention and shall perform for the Company the duties described herein, faithfully and to the best of its ability. During the Term, the Advisor shall report directly to the President of the Company or to any other senior officer designated in
writing by the President of the Company. 
 (b) The Advisor shall serve as an investment Advisor to the Company and render such advice and
services to the Company as may be reasonably requested by the Company concerning equity and/or debt financings, strategic planning, merger and acquisition possibilities and business development activities including, without limitation, the
following: 
 (i) Study and review of the business, operations, and historical financial performance of the Company (based
upon management’s forecast of financial performance) so as to enable the Advisor to provide advice to the Company; 
 (ii) Assist the Company in attempting to formulate the best strategy to meet the Company’s working capital and capital resource needs; 
 (iii) Assist in the formulation of the terms and structure of any reasonable proposed business combination transaction involving the Company, including without limitation, any merger or consolidation, sale of assets,
or sale or exchange of stock (a “Business Combination”); 
 (iv) Assist in the presentation to the Board of
Directors of the Company of any proposed transaction; 
  

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 (v) Advise the Company in the preparation of press releases and other communications with
the financial and investment communities; 
 (vi) Assist the Company in its efforts to analyze the quantitative and
qualitative requirements as required by any exchange or medium, including but not limited to (A) net tangible assets, market capitalization, shareholders equity or net income, (B) public float of the Company’s common stock,
(C) market-makers, (D) shareholders, (E) corporate governance requirements, (F) independent directors, (G) audit and compensation committees and (H) assist, where necessary, in an effort to enable the Company to obtain
a more favorable exchange listing and to be in a position to remain continuously listed thereafter; and 
 (vii) Introduce the
Company to potential lenders of funds as well as to potential investors (whether such investment is in the form of debt and/or equity financing or some combination thereof). 
 SECTION 2. Compensation. 
 (a)
If the Advisor arranges or introduces the Company to any source (each individually, the “Advisor Source”) who provides an equity financing, including any securities convertible into equity (the “Equity Financing”), and the
Company closes a transaction with such provider, the Company shall pay the Advisor at closing (i) commissions in cash in an amount equal to ten percent (10%) of the total gross cash proceeds of the Equity Financing (ii) a
non-accountable expense allowance in cash equal to three percent (3%) of the total gross cash proceeds of the Equity Financing and (iii) warrants to purchase such number of shares of the Company’s common stock (the “Common
Stock”) as shall equal ten percent (10%) of the shares of the Common Stock issued at closing or to be issued thereafter upon conversion of any convertible securities and/or exercise of any derivative securities (including, without
limitation, warrants or options) issued in the Equity Financing on a post-financing, fully-diluted basis at an exercise price equal to the price per share in the placement of such Company Common Stock and exercisable, in whole or in part, during the
five (5) year period commencing on the issuance date of such warrants (the “Warrant Fee”). The Warrant Fee, at the option of the Advisor, may be exercised in cash or by an exchange of the “value” thereof as a “cashless
exercise.” 
 (b) If the Advisor introduces the Company to any Advisor Source for a Business Combination or facilitates or helps bring
about a Business Combination with a public or private company, which the Company closes, the Company shall pay the Advisor at closing (i) commission fees in cash in an amount equal to ten percent (10%) of the total gross cash proceeds and
all other non-cash consideration of the Business Combination paid or received by the Company, (ii) a non-accountable expense allowance in cash equal to three percent (3%) of the total gross cash proceeds and all other non-cash
consideration of the Business Combination paid or received by the Company, and (iii) a Warrant Fee equal to ten percent (10%) of the shares of the Common Stock issued at closing or to be issued upon conversion of any convertible securities
and/or exercise of any derivative securities (including, without limitation, warrants or options) issued in the Business Combination. The Warrant Fee, at the option of the Advisor, may be exercised in cash or by an exchange of the “value”
thereof as a “cashless exercise.” For this purpose, the “value” of the Warrant Fee with respect to the right to 

  

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acquire one share of common stock shall be the amount equal to the closing bid price of the Common Stock on the date of exercise less the exercise price. In
the event the Company is not the surviving entity of the Business Combination, then the Warrant Fee shall be issued and convertible into the common stock of such surviving entity. 
 (c) If the Advisor introduces the Company to any Advisor Source who provide any of the following capital related instruments for the Company (each a
“Transaction”), the Company shall pay the Advisor a cash fee at closing based upon the total face value of the Transaction in accordance with the following schedule: (i) an amount equal to six percent (6%) of any and all
consideration received by the Company in any debt financing not convertible into equity and a non-accountable expense allowance in an amount equal to one percent (1%) of any and all consideration received by the Company in such debt financing
(“Senior Financing”); (ii) three percent (3%) of any revolving credit line; (iii) two percent (2%) of any credit enhancement instrument, including on an insured or guaranteed basis; and (iv) ten percent
(10%) of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement. 
 (d) Each Advisor Source
introduced to the Company on the date of this Agreement shall be listed in Schedule A annexed hereto and made a part hereof. Subsequent to the date of this Agreement and immediately upon the Advisor’s introduction of a Advisor Source to the
Company, the Advisor shall amend Schedule A to include each additional Advisor Source and deliver such amended Schedule A to the Company within ten (10) days of such introduction. 
 (e) The obligation of the Company to compensate Advisor for any Fee Transaction, whether or not made through or with an Advisor Source, shall survive for
a period of three (3) years from the date of execution of this Agreement for each such Fee Transaction. 
 (f) The Company shall pay the
Advisor a non-refundable retainer fee of Two Thousand, Five Hundred Dollars ($2,500) per month for the Term hereof (the “Retainer Fee”). The retainer fee shall be paid on the first day of each month beginning with March 1, 2006.

 (g) Except as otherwise provided for herein: 
 (i) All fees due to the Advisor hereunder shall have no offsets, are non-refundable, non-cancelable and shall be free and clear of any and all encumbrances. 
 (ii) All cash fees due the Advisor hereunder shall be paid to the Advisor immediately upon closing of any Fee Transaction by wire transfer
of immediately available funds from the proceeds of the Fee Transaction, either directly or from the formal or informal escrow arrangement established for the Fee Transaction by the agent holding such funds (collectively, the “Closing
Agent”), pursuant to the written wire transfer instructions of the Advisor to the Closing Agent. The Closing Agent shall be the attorneys for the Advisor. 
 (iii) All securities fees due the Advisor hereunder shall be made via DTC or the DWAC system if eligible for such system, or by
certificates issued by the transfer agent for the Company or the Company, as applicable, and shall be delivered to the Advisor by the Closing Agent immediately upon closing of any Fee Transaction. 
  

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 (iv) All securities fees due the Advisor hereunder shall be duly issued, fully-paid
(exclusive of warrants or options) and non-assessable and shall be in the same form, with the same terms and conditions as the securities provided to the Company pursuant to any Fee Transaction. 
 (v) For the purposes of this Agreement, “Registrable Securities” shall mean (i) all shares of Common Stock of the Company
paid or payable to the Advisor under this Agreement, (ii) all shares of Common Stock into which convertible securities issued or issuable to the Advisor under this Agreement are convertible and (iii) all shares of common stock into which
derivative securities (including, without limitation, warrants and options) issued or issuable to the Advisor are exercisable. The Company hereby grants to the Advisor “customary piggyback registration rights” and shall register all of the
Registrable Securities on any registration statement it files with the Securities and Exchange Commission relating to its securities (excluding registration statements on Forms S-4 or S-8) and in compliance with any and all federal and state
securities laws, in the name(s) of and to the account(s) designated by the Advisor. The Company agrees to pay all costs associated with registering the Registrable Securities for resale. In order to effectuate the foregoing provisions, at the
Advisor’s request, either simultaneously herewith or at anytime hereafter, the Company shall execute and deliver to the Advisor a Registration Rights Agreement reflecting the foregoing provisions. 
 (h) The Company shall authorize and direct the Closing Agent to distribute directly or from escrow any and all fees due the Advisor hereunder (or the
Company and the Advisor, if required to do so, shall establish an escrow account in accordance with NASD rules). The Company agrees that such fees and the manner of payment and delivery as herein provided shall be included in the documentation of
any Fee Transaction. The Advisor is hereby authorized to notify the Closing Agent, on behalf of the Company and as its agent, to make all payments required hereunder directly to the Advisor. In order to effectuate the foregoing provisions, at the
Advisor’s request, either simultaneously herewith or anytime hereafter, the Company shall execute and deliver (i) a Power of Attorney that gives the Advisor the right to ensure payment to Advisor of any and all fees due hereunder and
(ii) the Irrevocable Disbursement Instructions annexed hereto as Schedule B that require the Closing Agent to pay any and all fees due the Advisor hereunder before it makes any disbursement to the Company. 
 SECTION 3. Expenses. The Company shall reimburse the Advisor, on a monthly basis or at such other times as the Advisors may request, for
all of the Advisor’s reasonable documented out-of-pocket expenses and travel expenses incurred in connection its activities hereunder, without regard to whether or not any closing occurs, including the fees and disbursements for it outside
legal counsel, regarding from or arising out of this engagement. The Advisor’s expenses, exclusive of the reasonable fees and disbursements of its outside counsel, shall not cumulatively exceed $2,500 per month without the prior written
approval of the Company. Notwithstanding the foregoing, the Company shall have a prior opportunity to review the terms of any engagement of outside counsel by the Advisor in connection with the transactions contemplated herein and that the Company
shall promptly provide the Advisor with objections, if any, to the proposed engagement. The Advisor agrees to reasonably consider any such objections in view of the Company’s obligations hereunder to assume responsibility for such expenses.
Reimbursement by the Company to the Advisor will be made within thirty (30) days of the Company’s receipt of said documentation. In addition, the Company shall be responsible for all mailing and printing expenses of the Advisor, and all
blue sky filing fees, if any, incurred or payable in connection with any financing transaction. 
  

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 SECTION 4. Termination Fee. Provided that the Advisor is proceeding in good faith at all
times, the Company warrants that it will not terminate this Agreement for any reason unless such termination is made after compliance with Section 5 of this Agreement. The Company agrees that in the event it elects to terminate, cancel or
rescind any agreements, term sheets or letters of intent pursuant to any Equity Financing, Business Combination , Transaction or Other Transaction the Company enters into that was facilitated by the Advisor, excluding any such cancellation that is
made pursuant to pertinent “out clauses” or closing conditions of the respective documents regarding such transactions that allow the Company to terminate such transaction without incurring any liability or obligation to any other party,
then the Company shall immediately pay to the Advisor a termination fee equal to twenty-five percent (25%) of the total fees that would have been paid to the Advisor had the transaction been effected. 
 SECTION 5. Termination. This Agreement and the Advisor’s engagement hereunder shall not be terminated by Company under any
circumstances nor for any reason whatsoever, unless all compensation due to Advisor pursuant to Section 2 above has been distributed to the Advisor from the Closing Agent for all Fee Transactions entered into or closed prior to termination.
Sections 2, 3, 4, 6, 7 and 8 shall survive any termination of this Agreement. 
 SECTION 6. Confidential Information. The
Advisor agrees that during and after the Term, it will keep in strictest confidence, and will not disclose or make accessible to any other person without the written consent of the Company, the Company’s products, services and technology, both
current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Company or any of its clients and third parties including, without limitation, Proprietary
Information (as defined in Section 7) (all of the foregoing is referred to herein as the “Confidential Information”). The Advisor agrees (a) not to use any such Confidential Information for itself or others, except in connection
with the performance of its duties hereunder; and (b) not to take any such material or reproductions thereof from the Company’s facilities at any time during the Term except, in each case, as required in connection with the Advisor’s
duties hereunder. 
 Notwithstanding the foregoing, the parties agree that the Advisor is free to use (a) information in the public
domain not as a result of a breach of this Agreement, (b) information lawfully received form a third party who had the right to disclose such information and (c) the Advisor’s own independent skill, knowledge, know-how and experience
to whatever extent and in whatever way he wishes, in each case consistent with his obligations as the Advisor and that, at all times, the Advisor is free to conduct any research relating to the Company’s business. 
 SECTION 7. Ownership of Proprietary Information. The Advisor agrees that all information that has been created, discovered or developed by
the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created,
discovered, developed by the Company or any of its affiliates during the Term, and information relating to the Company’s customers, suppliers, Advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to
the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection
therewith, including without limitation the right 

  

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to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of
illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part
applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or Advisors (including, without limitation, the compensation, job responsibility and job
performance of such employees and/or Advisors). 
 All original content, proprietary information, trademarks, copyrights, patents or other
intellectual property created by the Advisor that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Advisor. 
 SECTION 8. Indemnification. The Company represents that all materials provided or to be provided to the Advisor or any third party
regarding the Company’s financial affairs or operations are and shall be truthful and accurate and in compliance with any and all applicable federal and state securities laws. The Company agrees to indemnify and hold harmless the Advisor and
its Advisors, professionals, lawyers, consultants and affiliates, their respective directors, officers, shareholders, partners, members, managers, agents and employees and each other person, if any, controlling the Advisor or any of its affiliates
to the full extent lawful, from and against all losses, claims, damages, liabilities and expenses incurred by them (including reasonable attorneys’ fees and disbursements) that result from actions taken or omitted to be taken (including any
untrue statements made or any statement omitted to be made) by the Company, its agents or employees which relate to the scope of this Agreement and the performance of the services by the Advisor contemplated hereunder. The Advisor will indemnify and
hold harmless the Company and the respective directors, officers, agents, affiliates and employees of the Company from and against all losses, claims damages, liabilities and expenses that result from bad faith, gross negligence or unauthorized
representations of the Advisor. In no event shall the Advisor be responsible or liable hereunder for an amount in excess of the compensation received by it pursuant to this Agreement. Each person or entity seeking indemnification hereunder shall
promptly notify the Company, or the Advisor, as applicable, of any loss, claim, damage or expense for which the Company or the Advisor, as applicable, may become liable pursuant to this Section 8. No party shall pay, settle or acknowledge
liability under any such claim without consent of the party liable for indemnification, and shall permit the Company or the Advisor, as applicable, a reasonable opportunity to cure any underlying problem or to mitigate actual or potential damages.
The scope of this indemnification between the Advisor and the Company shall be limited to, and pertain only to certain transactions contemplated or entered into pursuant to this Agreement. 
 The Company or the Advisor, as applicable, shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the
party claiming the right to indemnification in writing within fifteen (15) days of notice of the claim. 
 The rights stated pursuant to
this Section 8 shall be in addition to any rights that the Advisor, the Company, or any other person entitled to indemnification may have in common law or otherwise, including, but not limited to, any right to contribution. 
  

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 SECTION 9. Notices. Any notice or other communication under this Agreement shall be in
writing and shall be deemed to have been duly given: (a) upon facsimile transmission (with written transmission confirmation report) at the number designated below; (b) when delivered personally against receipt therefore; (c) one day
after being sent by Federal Express or similar overnight delivery; or (d) five (5) business days after being mailed registered or certified mail, postage prepaid. The addresses for such communications shall be as set forth below or to such
other address as a party shall give by notice hereunder to the other party to this Agreement. 
  

			
	 If to the Company:
	  	 _________________.

		  	 _________________

		  	 _________________

		  	 Telephone: ______________

		  	 Telecopy: _______________

		  	 Attention: _______________

		
	 If to the Advisor:
	  	 Galileo Asset Management, SA

		  	 World Trade Center

		  	 Avenue Gratta-Paille 2

		  	 Case Postale 4767

		  	 CH – 10000 Lausanne 30, Switzerland

		  	 Telephone: +41-21-641-5691

		  	 Telecopy: +41-21-641-5694 and 212-504-3262

		  	 Attention: Marie-Christine Wright

		
	 With a copy to:
	  	 San Rafael Consulting Group, LLC

		  	 8560 Heron Lagoon Circle

		  	 Sarasota, Florida 34242

		  	 Telephone: (941) 346-7550

		  	 Telecopy: (941) 346-9230

		  	 Attention: Office of General Counsel


 SECTION 10. Status of Advisor. The Advisor shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for on behalf of or represent the Company. This Agreement does not create a partnership or joint venture. 
 SECTION 11. Other Activities of Advisor. The Company recognizes that the Advisor now renders and may continue to render financial
consulting and other investment advisory services to other companies that may or may not conduct business and activities similar to those of the Company. The Advisor shall not be required to devote its full time and attention to the performance of
its duties under this Agreement, but shall devote only so much of its time and attention as it deems reasonable or necessary for such purposes. 
  

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 SECTION 12. Successors and Assigns. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and any of the rights, interests or obligations hereunder may be assigned by the Advisor without the prior written
consent of the Company. This Agreement and any of the rights, interests or obligations hereunder may not be assigned by the Company without the prior written consent of the Advisor, which consent shall not be unreasonably withheld. 
 SECTION 13. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be
invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable,
and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 
 SECTION 14. Entire
Agreement; Modification. This Agreement and the schedule hereto contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto and thereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth herein. No amendment or modification of this Agreement shall be valid unless made in writing and signed by each of the parties hereto. 
 SECTION 15. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of
this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith; and the said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part
of any party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 
 SECTION 16.
Remedies For Breach. The Advisor and Company mutually agree that any breach of Sections 2, 3, 4, 5, 6, 7 or 8 of this Agreement by the Advisor or the Company may cause irreparable damage to the other party and/or their affiliates, and
that monetary damages alone would not be adequate and, in the event of such breach or threat of breach, the damaged party shall have, in addition to any and all remedies at law and without the posting of a bond or other security, the right to an
injunction, specific performance or other equitable relief necessary to prevent or redress the violation of either party’s obligations under such Sections. In the event that an actual proceeding is brought in equity to enforce such Sections,
the offending party shall not urge as a defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to it. The defaulting party shall pay all attorney’s fees and
costs incurred by the other party in enforcing this Agreement. 
 SECTION 17. Governing Law. The parties hereto acknowledge
that the transactions contemplated by this Agreement bear a reasonable relation to the state of New York. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the state of New York without
regard to such state’s principles of conflicts of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this Agreement shall be in
the state or federal courts situated in the county and state of New York. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final 

  

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judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall
be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. Service of process in any Action by any party may be made by serving a copy of the summons and complaint, in addition to any other
relevant documents, by commercial overnight courier to any other party at their address set forth in this Agreement. 
 SECTION 18.
Headings. The headings of the Sections are inserted for convenience of reference only and shall not affect any interpretation of this Agreement. 
 SECTION 19. Counterparts. This Agreement may be executed in counterpart signatures, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same
instrument, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof. 
 IN WITNESS
WHEREOF, the parties hereto have executed this Agreement of thirteen (13) pages as of the day and year first written above. 
  

			
	 HORIZON HOLDING CORPORATION

		
	 By: 
	 	  
	 Name: 
	 	 Stewart York

	 Title: 
	 	 Chief Executive Officer

	
	 GALILEO ASSET MANAGEMENT SA

		
	 By: 
	 	  
	 Name: 
	 	 Marie-Christine Wright

	 Title: 
	 	 Director



  

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 SCHEDULE A 
 Merger, Acquisition, Strategic Alliance, Lender & Investor List 
 For: Horizon Holding
Corporation From: Galileo Asset Management SA 
 CONFIDENTIAL 
  

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 Schedule B 
 Irrevocable Disbursement Instructions 
  

			
	Company:	  	____________________.
	Address:	  	____________________
	Contact:	  	____________________
	Telephone:	  	____________________

  

			
	Investment Advisor:	  	 Galileo Asset Management SA

		  	 World Trade Center

		  	 Avenue Gratta-Paille 2

		  	 Case Postale 4767

		  	 CH – 10000 Lausanne 30, Switzerland

		  	 Telephone: +41-21-641-5691

		  	 Telecopy: +41-21-641-5694

		  	 Attention: Marie-Christine Wright


 Reference is made to the Exclusive Investment Advisory Agreement (the “Agreement”) of even date herewith
between Galileo Asset Management SA (“Advisor”) and _____________ (the “Company”), a copy of which is annexed hereto. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 
 This Irrevocable Disbursement Instructions (“Instructions Instrument”) confirms the Company’s agreement, instructions and authority to direct the Closing
Agent, to remit funds or securities to Advisor for any and all fees due to Advisor directly from the closing proceeds of any Fee Transaction, pursuant to the terms and conditions of the Agreement. 
 This Irrevocable Payment Authorization has been executed in connection with a proposed transaction facilitated by Advisor for the benefit of the Company. The Company
further agrees, confirms and directs the Closing Agent as follows: 
 1) All of the fees and securities payable and paid to Advisor shall be
made without offsets, claims or encumbrances and shall be paid in certified U.S. funds and be remitted to Advisor upon the closing of any Business Combination, Senior Financing, Equity Financing or other transaction pursuant to the Agreement. THE
CLOSING AGENT SHALL NOT DISBURSE ANY FUNDS TO ANY PERSON UNLESS THE ADVISOR IS PAID AT OR PRIOR TO ANY SUCH DISBURSEMENT. 
 2) This
instrument confirms and directs the Closing Agent to list and include Advisor in any and all required closing documentation and disbursement memoranda, as deemed necessary to effectuate the terms of the Agreement and this Instructions Letter.

  

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 3) This Instructions Authorization is effective for a period of three (3) years from the date of the
Agreement. 
 4) All remittances made to Advisor shall be directed as set forth in the Schedule below. 
 The Company hereby agrees and confirms this Irrevocable Disbursement Instructions is approved by the Company and sets it hand upon this _______ day of ___________, 2006.

  

					
	 Company:
	 		 	Corporate Seal or Notary Public
			
	   	 	   	 	   
	 Print Name & Title
	 		 	
			
	   	 	   	 	   
	 Authorized Signatory
	 		 	

  

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 Schedule C 
 Remittance Information for Company to Advisor 
 Via Federal Wire Transfer: 
 Credit Suisse 
 Lausanne 
 Account No: 0425-497186-92-1 
 Account Name: Galileo Asset Management SA

 SWIFT: CRESCHZZ10A 
 IBAN: CH 63 0442 5049 7186 9200 1

 Clearing No (for payments made within Switzerland): 4425 
 Compte Postal 12-35-2 
 For securities that cannot be wired: 
 Galileo Asset Management SA 
 World Trade Center 
 Avenue Gratta-Paille 2 
 Case Postale 4767 
 CH – 10000 Lausanne 30, Switzerland 
 Telephone: +41-21-641-5691 
 Attention: Marie-Christine Wright 
  

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