STRUCTURING AGREEMENT


      THIS AGREEMENT is made this 6th day of March, 2006 by and between
Lionheart Associates, LLC doing business as Fairhills Capital, a Delaware
Corporation, (hereinafter referred to as "Lionheart") and M Power
Entertainment Inc. (OTC BB: MPWE.OB) (hereinafter referred to as "Company").

                             Recitals

      Whereas, Company is seeking financing and strategic relationships for
financing and desires that Lionheart provide such services to Company with
respect to the same; and

      Whereas, Company and Lionheart desire to enter into an agreement for
such services on the terms and conditions described herein.

      NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, Company and Lionheart agree as follows:

                            ARTICLE I
                           Definitions

      Article 1.1.   "Strategic Relationships" shall mean those persons and
entities that provide financing.

      Article 1.2    "Tagged Party" means those parties, including Strategic
Relationships, identified on Exhibit "1" hereto, as may be amended from time
to time by Lionheart via amendment to Exhibit 1 which may occur by fax, email
or other written communication providing notice from Lionheart to Company of a
Tagged Party.

      Article 1.3    "Transaction Value" shall mean the greater of either (a)
the value of the transaction as agreed by and between Company and the Tagged
Party, or (b) the value of the total consideration given in respect of the
said transaction, financing, including equity, debt or other financing, or
other business combination, including, but not limited to, the issuance of
securities at issue value, any assumption of liabilities, cash, equipment,
services, strategic alliance agreements, and shall be calculated separately
and additively for each such transaction.

      Article 1.4    "Fee" is the amount paid to Lionheart as set forth in
Article III herein.


                            ARTICLE II
                      Services of Lionheart

      Article 2.1.    Services by Lionheart.  Company hereby retains
Lionheart. The function of the relationship will be to (a) Structure a
financing for the company with a Strategic Party in the amount of up to Three
($3,000,000) Million US Dollars. (b) Identifying, screening and qualifying
Strategic Relationships, (b) arranging introductions and attending meetings
between Strategic Relationships and Company, (c) facilitating the terms of the
Strategic Relationship transactions as engaged by Company, and (d) in the
assembly of information, which may be required for presentation to the
prospective Strategic Relationships, (e) assist in any other way to complete
the transaction and ensure transfer of funds to the company.

      Article 2.2    Exclusivity.  Although the relationship between the
parties is non-exclusive, once a Strategic Relationship becomes a Tagged
Party, the relationship of the Tagged Party and Lionheart shall be exclusive
to Company.  Company, nor its executives, officers, representatives shall not
contact or solicit said Tagged party without the prior written approval of
Lionheart, which approval shall not be unreasonably withheld.  After receiving
prior approval from Lionheart, Company may enter into agreements with Tagged
Parties introduced by Lionheart.  In the event the Company enters into a
binding agreement with a Tagged Party, Lionheart shall be entitled to a Fee as
set forth in Article III herein.  Lionheart will manage its relationships with
its Tagged Parties.

      Article 2.3    No circumvention.  Company, and its subsidiaries,
affiliates, officers, employees, agents and/or representatives shall not
circumvent, solicit or contact any persons or entities introduced by Lionheart
to Company, with whom Company had no prior relationship prior to said
introduction by Lionheart, without prior written consent of Lionheart.

                           ARTICLE III
              Structuring Fees Payable to Lionheart

      Article 3.1    Fees.  In consideration for the structuring services
rendered by Lionheart, Company agrees to pay Lionheart the following Fee
resulting from the close of any transaction involving a Tagged Party:

            A.    Structuring fee of up to Three Hundred Thousand ($300,000)
                  US Dollars paid on a pro rata basis to the amount of the
                  actual financing. The Fee shall be paid to Lionheart in the
                  form of cash upon the day of the close of the transaction.

            B.    Warrants in the Company equaling Three Hundred Thousand
                  ($150,000) US Dollars. The Fee shall be paid to Lionheart
                  the day of the close of the transaction and shall be on the
                  same terms as the investor's warrants and shall include
                  registration rights.

                            ARTICLE IV
                       Term and Termination

      Article 4.1    Term.  This Agreement is for a minimum period of 180 days
commencing on the date this Agreement is executed by the Company ("Initial
Period") and thereafter, this Agreement shall continue month-to-month in
accordance with the terms set forth herein until terminated.  After expiration
of the Initial Period, this Agreement may be terminated at any time by either
party with or without cause upon thirty (30) days' notice of termination.  In
the event of a material breach by Lionheart or Company, or for Cause, as
described in Article 4.2.d hereof, either party may terminate this Agreement
by first providing a ten (10) day notice to cure and if the defaulting party
has not cured within said period, then the non-defaulting party may terminate
this Agreement.

      Article 4.2    Termination.  In the event this Agreement is terminated
by Company and no subsequent similar agreement is entered into by the parties,
Lionheart shall be entitled to its Fee from Company in connection with
transactions between Company and Tagged Parties for a period of 12 months
following termination.


                            ARTICLE V
               Documents, Information and Referrals

      Article 5.1.      Company agrees to provide Lionheart with all documents
and information, including but not limited to financial information, summary
and full business plans, whether confidential or not, reasonably necessary or
required by Lionheart.  Lionheart agrees to maintain the confidentiality of
such information, and to require any Tagged Party to whom confidential
information is disclosed to execute an appropriate nondisclosure agreement.
Lionheart shall notify Company of its intention to disclose confidential
information to a Tagged Party for prior approval by Company, which may be
withheld for any reason by Company.  Company agrees to use reasonable efforts
to make directors and officers available for meetings upon reasonable notice
by Lionheart in connection with the preparation of any presentation of
documents connected with the activities of Lionheart.

      Article 5.2.      Company shall cooperate with Lionheart and provide
such non-confidential information as Lionheart reasonably requests in order to
aid Lionheart in its efforts with Tagged Parties concerning potential
Investment and Revenue transactions with the Company.

      Article 5.3     Both parties will keep confidential and not disclose to
any third party any confidential information of either party made available to
other pursuant to this Agreement and will use the confidential information
only in connection with the execution of the obligations and duties
contemplated by this Agreement.   "Confidential Information" shall include all
information concerning either party that is deemed confidential through
marking, in writing or memorandum, or that by its nature, should be considered
confidential, excluding any information that is generally available to the
public, or any information which becomes available to either party on a
non-confidential basis from a third party who is not known by either party to
be bound by a confidentiality obligation of this Agreement; provided, however,
that such confidential information may be disclosed (i) to either party's
officers, directors, employees, counsel and accountants in connection with its
engagement hereunder, who shall be informed of the confidential nature of the
information and that such information is subject to a confidentiality
agreement; (ii) to any person with the written consent of the disclosing
party, subject to execution of an appropriate nondisclosure agreement; or
(iii) if, upon the advice of counsel, either party is compelled to disclose
such information (in which case the party compelled to disclose shall, to the
extent permitted by applicable law, rule or regulation, and practicable under
the circumstances, advise the other party in writing prior to such disclosure
and shall consult with the other party with respect to the form and timing of
disclosure).



                            ARTICLE VI
                        General Provisions

      Article 6.1    The validity, performance, construction and effect of
this Agreement shall be governed by the laws of the State of New York, without
regard to conflicts of law rules.  Any disputes arising under this Agreement
shall be submitted to arbitration before a single arbitrator in accordance
with such rules as the parties jointly agree, to be conducted in New York,
County, NY.  If the parties are unable to agree on arbitration procedures,
arbitration shall be conducted in accordance with the then applicable
Commercial Arbitration Rules of the American Arbitration Association.
Judgment upon the award rendered by the Arbitrator may be entered in any Court
having jurisdiction.   The prevailing party shall be entitled to reasonable
attorney's Fees.

      Article 6.2    All notices, requests, demands, and other communications
required or that may be given hereunder shall be in writing and shall be
deemed to have been duly given when received, if delivered in person, or sent
by certified mail, postage prepaid, return receipt requested or sent by
nationally recognized overnight courier service, and addressed to the last
known address of the parties hereto.

      Article 6.3    This Agreement may be executed in one or more
counterparts, which taken together shall constitute one instrument.  Each
party has cooperated in the drafting and preparation of this Agreement.  In
any construction to be made of this Agreement, the same shall not be construed
against any party on the basis that the party was the drafter.

      Article 6.4    Nothing contained herein shall be construed to create an
employer-employee, partnership or joint venture relationship between the
parties, it being understood that Lionheart, while acting under the terms of
this Agreement, is an independent contractor.

      Article 6.5    The parties understand that Lionheart does not guarantee
that any Transaction will occur or any terms that may be offered by other
parties to a transaction.

      Article 6.6    Lionheart and Company agree that: (i) Lionheart is not a
"broker" or a "dealer" as defined under any applicable federal and/or state
securities laws; (ii) Lionheart shall not engage in any acts for which he is
required to be a broker/dealer;  (iii) Lionheart shall solely act to introduce
Tagged Parties to the Company; and shall not engage in any sales efforts in
connection with any Investment by any person or entity in Company;  (iv)
Lionheart shall not give any advice to anyone regarding the valuation of,
potential return on, or the terms of any Investment in, any securities of
Company, except as authorized by the Company.   Lionheart makes no
representations, warranties or guaranties of any specific results or success.

      Article 6.7    Company agrees to defend, indemnify and hold Lionheart
harmless from any and all claims, liabilities, debts, actions, judgments
and/or settlements, including reasonable attorneys' Fees, which may arise as a
result of Company's business, securities offerings and dealings, or from a
breach of its obligations, representations and warranties as set forth in this
Agreement.  Lionheart agrees to defend, indemnify and hold Company harmless
from any and all claims, liabilities, debts, actions, judgments and/or
settlements, including reasonable attorneys' Fees, which may result from its
breach of obligations, representations and warranties under this Agreement.

      Article 6.8    During the term of this Agreement and any extended Fee
payment periods stated herein, Company shall maintain its books and records in
accordance with generally accepted accounting principles and Lionheart shall
have the right, through such representatives as it deems appropriate, to
inspect and audit the books and records of Company, no more frequently than
every six months.

      Article 6.9      This Agreement, including any Exhibits and documents
referred to in this Agreement or attached hereto, constitutes the entire
understanding of parties with respect to its subject matter and there are no
oral or written representations, understandings or agreements relating to the
subject matter of this Agreement which are not fully expressed herein.  This
Agreement may only be amended by a writing signed by authorized
representatives of both parties.

      IN WITNESS WHEREOF, the parties have executed this instrument as of the
dates set forth below:

Lionheart Associates, LLC                Gary F. Kimmons

/s/ Edward Bronson                       /s/ Gary F. Kimmons
___________________________              ________________________________
Edward Bronson, Managing Director        Authorized Representative




                            EXHIBIT 1



TAGGED PARTY LIST:

1.  NIR Group