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	OFFICE SHARING
      AGREEMENT





	BETWEEN:




CARTOON ACQUISITION, INC., a Delaware corporation,


	hereinafter called
"Sublessee",




-and-

MONTANA ACQUISITION CORPORATION, a Delaware
corporation


	hereinafter called "User".




1. DESCRIPTION OF PREMISES, FACILITIES, AND
SERVICES

     The Sublessee hereby agrees to permit to the
User and the User hereby agrees to pay rent to the Sublessee, for the term, and
subject to the conditions and covenants hereinafter set forth, for the office
commonly located at 233 Alexander Street, Second Floor, Rochester, New York
14607-2518 (the "Designated Office"), together with the privilege to use in the
Office in common with the Sublessee and other users and parties that the
Sublessee from time to time may designate.

     The User hereby acknowledges that the rent
paid under this Agreement is for the rental of the Designated Office and for the
general use of common areas permitted by the Sublessee, and for other service
that may be obtained from the Sublessee at an additional cost.


	2. USE




     The use of the Designated Office shall be
limited to use by the User to not more than two people, in number, at any given
time. The parties to this Agreement (Cartoon and Montana, when hereinafter
referred to collectively) agree that Montana shall use the Designated Office for
a legitimate business premise, only to conduct business for lawful purposes, and
for no other purpose, or as otherwise may be designated by the Sublessee from
time to time. The User may not make any alteration or improvement to any part of
the Designated Office except with written prior consent of Cartoon, which
consent shall not be unreasonably withheld.

     In addition, the User agrees to abide by the
Sublessee's Rules and Regulations, which are appended as Schedule A
hereto.


	3. TERM




     The term of this Agreement shall be for a
period of one year, on a month-to-month basis, commencing on the first day of
June 2006, and ending on the 31st day of May 2007, unless renewed as provided
hereinafter.

     In the event then the User intends to
terminate this Agreement, such termination shall become effective by
notification to the Sublessee in writing at least 30 (thirty) days prior to the
proposed termination date. The termination date shall be the last day of any
calendar month.


	4. RENT




     The User agrees to pay rent for the
Designated Office during the term of this Agreement at the monthly rate of $250
payable in arrears on the last day of each calendar month.


	5. SECURITY
  DEPOSIT




     The Sublessee does not require the User to
pay any security deposit to it under the terms of or in connection with this
Agreement.

Office Sharing Agreement, Page
1





	6. ADDITIONAL FACILITIES AND
      SERVICES




     The Sublessee agrees to make available to the
User upon request access to certain other facilities and services as may be
required by the User. The User acknowledges that such extraordinary facilities
and services are not covered by the base rent and agrees to pay the Sublessee
for the extraordinary facilities and services described at the standard rates
established by the Sublessee, which are prevailing at the time the facilities
and services are requested and used, or at those rates that may reasonably be
assessed by the Sublessee from time to time, for which the Sublessee shall
present the User with accurate and dated invoices.

     The User acknowledges that the request or
contract for use of such extraordinary facilities or services shall be
permissible or granted at the sole determination of the Sublessee.


	7. OVERDUE ACCOUNTS AND
      DEFAULT




     The User agrees to pay a five per cent (5%)
per month interest charge to the Sublessee on any overdue account for the rental
of the Designated Office. The User agrees that should it default in the payment
of rent, or any other amount payable hereunder, or in the performance of any
other terms or conditions of this Agreement, then the Sublessee may, by
providing a five (5) day written notice to the User, terminate this Agreement
and retake possession of all of the User's possessions, and, the User shall then
forthwith continue to remain liable to pay all monies owing or accruing to the
Sublessee up to the date of any such voluntary or involuntary
termination.


	8. LIABILITY




     The Sublessee shall not be liable to the User
for any injury or damage to the User's employees or property or that of its
invitees or designees, by whatever cause, including, without limitation, any
event resulting from the acts or omissions of Sublessee's employees, persons
renting, subleasing, or using office space or services from the Sublessee, or
other persons occupying any part of the Designated Office, or from any failure
of services provided to User, such as electricity, water, or gas or for any
injury or damage to property or persons caused by any person or by the
Sublessee's failure to repair.

     The Sublessee and its employees shall not be
responsible for shortages in, damages to or condition of any parcels, cartons,
goods, or monies received. In utilizing the Designated Office, or additional
services or facilities hereunder, the User agrees that for the purpose of risk,
loss, errors, or omissions, the persons or entities providing the services shall
be deemed the employees of the User and not that of the Sublessee. The Sublessee
makes no warranties as to the skill, competency, or integrity of the person
performing these services and the User agrees to satisfy itself as to the
completeness and accuracy of all work product produced.

     The User shall be responsible for all damage
or loss caused to the Designated Office, including the furnishings, fixtures,
and equipment, except for reasonable wear and tear. The User shall pay for all
repairs and replacement thereof during the term and following the termination of
this Agreement. The User shall be responsible for insuring its own property
located at the Designated Office.


	9. TAXES




     The User shall not be responsible for the
payment, on a pro rate basis or otherwise, of any real estate taxes associated
with the real property underlying the Designated Office.


	10. TELEPHONE
  SERVICE




     The User acknowledges that it is responsible
to contract for and maintain any telephone service at the Designated Office. In
addition, should the User use the Sublessee's telephone or

Office Sharing Agreement, Page
2






equipment, the Sublessee may charge the User a nominal charge for
such use and services, at the Sublessee's discretion.


	11. ASSIGNMENT AND
      SUBLETTING




     Under no circumstances may the User assign
this Agreement or sublet the Designated Office or any other part of the
premises.

12. EMPLOYMENT OF THE SUBLESSEE'S
EMPLOYEES

     For the term of this agreement and for a
period of twelve (12) months thereafter, should the User offer to employ, hire,
or contract with, or refer for hire to a third party (collectively, "Offer"),
directly or indirectly, in any manner whatsoever, any person who was an employee
of or contract service provider to the Sublessee at any time during the twelve
month period immediately preceding such Offer, the User shall forthwith pay to
Sublessee the sum of $15,000.00 as a procurement fee.


	13. TERMINATION




     The User may not terminate this Agreement
prior to the herein agreed date of expiration unless prior written consent is
obtained from the Sublessee. The Sublessee has the right to terminate this
Agreement at any time, without prior notice, for the User's failure to comply
with any part of this Agreement.


	14. SEVERABILITY




     In the event that any part of this Agreement
shall be held to be unenforceable or invalid, the remaining parts of this
Agreement shall nevertheless continue to be valid and enforceable as though the
invalid portions had not been a part thereof


	15. REPAIR




     The User agrees to surrender the Designated
Office to the Sublessee in the same state of repair and condition as originally
received by the User, normal wear and tear excepted.


	16. NOTICES




     Any notice required or permitted to be given
hereunder shall be given by delivery to the addressee at the Designated Office
and shall be deemed to be given at the time of actual occupancy by the
User.

	17.    
    	TIME 
	 
	 	Time shall be of the essence hereof. 
	 
	18.      	GENERAL 
	 


     This Agreement embodies the entire agreement
between the Parties relative to the subject matter hereof, and shall not be
modified, changed, or altered in any respect except in writing acknowledged by
the parties.

DATED June 1, 2006, and executed in the City of Rochester, New
York.


	
      /s/
      Randolph S. Hudson

      
President
Montana
      Acquisition Corporation,
a Delaware corporation
      ("User")






	
      /s/ Randolph S. Hudson

      
President
Cartoon Acquisition,
      Inc.,
a Delaware corporation
  ("Sublessee")





Office Sharing Agreement, Page
3









	Schedule A
RULES AND
  REGULATIONS




	(1)      	The User, and the User's employees, consultants, advisors,
      and other guests, will conduct itself and themselves in a business-like
      manner; proper attire will be worn at all times; the noise level will be
      minimized to a level so as not to interfere with or annoy other occupants
      of the Designated Office or the Sublessee. 
	 
	(2)      	The User shall not alter the Designated Office without the
      prior written consent of the Sublessee. 
	 
	(3)      	The User will not affix anything to the walls of the
      Designated Office without the prior written consent of the
      Sublessee. 
	 
	(4)      	The User, and the User's employees, consultants, advisors,
      and other guests, will not prop-open any corridor doors, exit doors, or
      door connecting corridors during or after business hours. 
	 
	(5)      	All corridors, halls, elevators, and stairways shall not be
      obstructed by the User or used for any purpose other than egress and
      ingress. 
	 
	(6)      	No advertisement or identifying signs or other notices shall
      be inscribed, painted on, or affixed to any part of the corridors, doors,
      or public areas. 
	 
	(7)      	The User shall not, under any circumstances, do any cooking
      thereon, or use or allow to be used at the Designated Office any oil,
      burning fluids, gasoline, kerosene, or other flammable or combustible
      fluids, for any purpose whatsoever. 
	 
	(8)      	If the User requires any special wiring for business machines
      or otherwise, such wiring shall be done by a licensed electrician
      designated by the Sublessee. The electrical current shall be used for
      ordinary lighting purposes only unless written permission to do otherwise
      shall first have been obtained by the Sublessee. 
	 
	(9)      	The Sublessee and its employees, agents, and guests, shall
      have the right to enter the Designated Office during commonly recognized
      weekday business hours for conducting its business. 
	 
	(10)      	The User shall give the Sublessee immediate access to the
      Designated Office to show said Designated Office on the User giving notice
      of intent to vacate in accordance with the provisions of the Agreement.
      The User shall in no way hinder the Sublessee from showing said Designated
      Office. 
	 
	(11)      	The User will bring no animals to the Designated Office or on
      the premises comprising the Designated Office. 
	 
	(12)      	The User shall not remove any furnishings, fixtures,
      equipment, or decorative material from the Designated Office without
      written consent of the Sublessee. 
	 
	(13)      	The Sublessee reserves the right to make such other
      reasonable rules and regulations as, in its sole judgement, may from time
      to time be needed for the safety, care, and cleanliness of the Designated
      Office.