April 1,
2009





Remark
Enterprises Inc.


Attn:
Lawrence Rothberg, President











Dear
Sirs:





We are
pleased that Remark Enterprises, Inc., a Nevada corporation (the “Company”), has decided to
retain New Castle Financial Services LLC (“New Castle”) to provide
general financial advisory and investment banking services as set forth
herein.  This letter agreement (“Agreement”) will confirm New
Castle’s acceptance of such retention and set forth the terms of our
engagement.  For purposes of this Agreement, the term “Company” shall
include all of Remark Enterprises Inc. and its subsidiaries, successors and
assigns and any other entity that survives following any transaction in which
Remark Enterprises Inc. mergers or combines with another entity.




1.           Retention.  The
Company hereby retains New Castle as its financial advisor and investment banker
to provide investment banking services to the Company, including in connection
with a potential equity and/or equity-linked financing for the Company (the
“Financing”) of a
minimum of $2.5 million and up to $3.0 million as follows; (A) for the period
beginning on the date hereof and ending on the sixtieth (60th) day
thereafter (the “Exclusive
Period”), New Castle shall be the exclusive financial advisor and
investment banker to provide investment banking services to the Company; and (B)
for the period beginning on the day following the Exclusive Period and ending on
the one hundred eightieth (180th) day
following the date hereof (the “Non-Exclusive Period”), New
Castle shall be a non-exclusive financial advisor and investment banker to
provide investment banking services to the Company.  It is
contemplated that the Financing shall be on terms similar to those set forth on
Exhibit C
attached hereto or such other terms as agreed to by the Company and New
Castle.  New Castle accepts such retention on a “best efforts” basis
and on the other terms and conditions set forth in this agreement.





In such
capacity, New Castle shall:





(i)
familiarize itself, to the extent appropriate and feasible, with the business,
operations, properties, financial condition, management and prospects of the
Company and any potential acquisition target including OneUp Innovations Inc.
(the “Target”);





(ii)
advise the Company on matters relating to the structure of its financial
instruments and recommend financing structures;





(iii)
provide such other financial advisory and investment banking services upon which
the parties may mutually agree.










2.           Information.  In
connection with New Castle’s activities hereunder, the Company will cooperate
with New Castle and furnish New Castle upon request with all information
regarding the business, operations, properties, financial condition, management
and prospects of the Company (all such information so furnished being the “Information”) and will provide
New Castle with reasonable access to the officers, directors, employees,
independent accountants and legal counsel of the Company.  In
connection with capital raising efforts, the Company will also provide New
Castle with a private placement memorandum and a draft Form 8-K registration
statement- with respect to the Company and the Target (such memorandum in the
form authorized by the Company, including any exhibits or supplements thereto,
being the “OfferingMaterials”).  The
Company represents and warrants to New Castle that all Information and Offering
Materials made available to New Castle hereunder will be complete and correct in
all material respects and will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading in light of the circumstances under which such statements
are or will be made.  The Company further represents and warrants that
any projections and other forward-looking information provided by it to New
Castle will have been prepared in good faith and will be based upon assumptions
which, in light of the circumstances under which they are made, are
reasonable.  The Company recognizes and confirms that New Castle: (i)
will use and rely primarily on the Information and the Offering Materials and on
information available from generally recognized public sources in performing the
services contemplated by this Agreement without having independently verified
the same; (ii) does not assume responsibility for the accuracy or completeness
of the Information and Offering Materials and such other information; (iii) will
not make an appraisal of any assets of the Company; and (iv) retains the right
to continue to perform due diligence during the course of the
engagement.  In addition, New Castle is authorized as the Company’s
placement agent in connection with capital raising efforts to transmit to any
prospective investor a copy or copies of the Offering Materials, forms of
purchase agreements and any other legal documentation supplied to New Castle for
transmission to any prospective investor by or on behalf of the Company or by
any of the officers, representatives or agents of the Companies, in connection
with the performance of New Castle’s services hereunder or any transaction
contemplated hereby; provided, however, that prior to the delivery of the
Offering Materials such prospective investor executes a non-disclosure agreement
with respect to the Offering Materials and the Information contained therein in
a form acceptable to the Company.  New Castle may rely on a signed
‘blanket’ Non-Disclosure Agreement covering numerous prospective investments
including those contemplated hereunder.  Any advice rendered by New
Castle pursuant to this Agreement may not be disclosed publicly without New
Castle’s prior written consent.  New Castle hereby acknowledges that
certain of the Information received by New Castle may be confidential and/or
proprietary, including Information with respect to the technologies, products,
business plans, marketing, and other Information of the Company which must be
maintained by New Castle as confidential unless; (i) disclosure is required by
law or requested by any government, regulatory or self-regulatory agency or
body; (ii) any Information is or becomes generally available to the public; or
(iii) any Information was or becomes available to New Castle on a
non-confidential basis from a source other than the Company or any of its
representatives.  New Castle agrees that, except as set forth herein,
it will not disclose such confidential and/or proprietary Information to any
other persons or use such confidential and/or proprietary Information to the
detriment of the Company.





3.           Compensation.  As
consideration for New Castle’s services pursuant to this Agreement, New Castle
shall be entitled to receive, and the Company agrees to pay New Castle, the
following compensation:





(a)           The
Company agrees to pay New Castle a cash fee payable upon each closing of the
Financing contemplated by this Agreement (“Closing”) equal to 10% of the
gross proceeds received by the Company from investors at each Closing (the
“Placement
Fee”).





(b)           The
Company also agrees to pay New Castle a non-accountable expense allowance of
$50,000.00 (“Expense
Fee”) payable as follows: $15,000 to Lowenstein Sandler LLC on behalf of
New Castle for outside legal services (payment of which was previously advanced
by Hope Capital Inc. on behalf of the Company, which amount shall be repaid to
Hope Capital Inc. out of the proceeds of the Closing); and the remaining $35,000
payable at the Closing.





(c)           The
Company agrees to pay New Castle or its designees such number of shares of
common stock of the Company as is necessary so that immediately following the
consummation of the Closing, New Castle and its designees shall collectively own
five percent (5%) of the total issued and outstanding common stock of the
Company on a fully diluted basis exclusive of any shares of common stock
underlying the warrants issued under paragraph 3(d) hereof.




2





(d)           The
Company shall deliver a warrant to New Castle, or its designees as requested by
New Castle, (the “Agent
Warrant(s)”) to purchase shares of surviving company’s common stock (the
“Common Stock”) equal to
three percent (3%) of the total number of issued and outstanding common stock of
the Company existing immediately following the consummation of the Closing
including those issued to New Castle under parargraph 3(c) above, with twenty
percent (20%) of such warrants exercisable at $0.50 per share; twenty percent
(20%) of such warrants exercisable at $0.75 per share; and the remaining sixty
percent (60%) of such warrants exercisable at $1.00 per share. Such Agent
Warrant will be issued at the Closing and shall provide, among other things,
that the Agent Warrant shall (i) expire five (5) years from the date of
issuance, (ii) contain standard anti-dilution protection with respect to
reorganizations, stock splits, dividends and issuances for no or de minimis
consideration, (iii) include customary registration rights, including the
registration rights provided to the investors, (iv) contain provisions for
cashless exercise and (v) include such other terms as are normal and customary
for warrants of this type.





4.           Certain Placement
Procedures.  The Company and
New Castle each represents to the other that it has not taken, and the Company
and New Castle each agrees with the other that it will not take, any action,
directly or indirectly, so as to cause the Financing to fail to be entitled to
rely upon the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “Act”).  In effecting
the Financing, the Company and New Castle each agrees to comply in all material
respects with applicable provisions of the Act and any regulations thereunder
and any applicable state laws and requirements.  The Company agrees
that any representations and warranties made by it to any investor in the
Financing shall be deemed incorporated herein in their entirety and also to be
made to New Castle for its benefit.  The Company agrees that it shall
cause an opinion of its counsel to be addressed and delivered to New Castle and
any investors in the Financing.  New Castle agrees, represents and
warrants that it will not communicate to or deliver to any investor or
prospective investor in the Financing any materials or other Information other
than what is contained in the Offering Materials, nor will New Castle make any
verbal or written representation, description or prediction regarding the
Company or its business or industry other than as set forth in the Offering
Materials.




5.           Expenses.  If
New Castle incurs reasonable expenses in connection with the Services as set
forth herein in excess of the amount of the Expense Fee and New Castle provides
the Company with appropriate documentation with respect to such expenses and
amounts, the Company shall promptly upon request from time to time reimburse New
Castle for any additional reasonable expenses (including, without limitation,
fees and disbursements of counsel, all travel expenses, expenses related to
background checks and all other out-of-pocket expenses) incurred by New Castle
in connection with its engagement hereunder which have been approved by the
Company in writing prior to the incurrence of such expense. The Company shall be
responsible for (i) the reasonable costs and fees associated with the filing of
the offering materials with FINRA (including all required COBRADesk fees), and
(ii) legal fees incurred by New Castle in connection with the COBRADesk filings;
provided, however, that such costs and fees together with all other expenses are
in excess of the Expense Fee.  Such amounts, if any, shall be come
from the proceeds received in the Financing and shall paid at each Closing of
the Financing.  The Company shall make all necessary blue sky
filings.  Notwithstanding anything to the foregoing, New Castle, the
Company, and the Target each agree to pay one-third of the first $2500 in escrow
banking fees, with any fees in excess thereof to be paid by New
Castle.





6.           Indemnification.  The
Company agrees to indemnify New Castle in accordance with the indemnification
and other provisions attached to this Agreement attached as Exhibit A, which
provisions are incorporated herein by reference.  New Castle agrees to
indemnify the Company in accordance with the indemnification and other
provisions to this Agreement attached as Exhibit B, which
provisions are incorporated herein by reference.  Exhibit A and
Exhibit B are referred to herein as the “Indemnification
Provisions”).





3




7.           Future
Rights.  As additional consideration for its services hereunder
and as an inducement to cause New Castle to enter into this Agreement, and
assuming the Closing has transpired, if at any time during the term of this
Agreement or within fifteen months from the effective date of the termination of
this Agreement, the Company proposes to effect a public or private offering of
its securities, a financing or any other transaction or to engage an investment
banking firm to provide such services to the Company (other than during the term
of this Agreement the services to be provided by New Castle hereunder), the
Company shall offer to retain New Castle as manager of such offering, or as its
exclusive advisor, agent and/or investment banker in connection with such
financing or other matter, upon such terms as the parties may mutually agree,
such terms to be set forth in a separate engagement letter or other agreement
between the parties.  Such offer shall be made in writing in order to
be effective.  The Company shall not offer to retain any other
investment banking firm in connection with any such offering, financing or other
matter on terms more favorable than those discussed with New Castle without
offering to retain New Castle on such more favorable terms.  New
Castle shall notify the Company within 20 days of its receipt of the written
offer contemplated above as to whether or not it agrees to accept such
retention.  If New Castle should decline such retention, the Company
shall have no further obligations to New Castle, except as specifically provided
for herein.  If such right is exercised by New Castle, the terms of
any such engagement of New Castle will be separately agreed upon between the
Company and New Castle and will be no less favorable to the Company than the
engagement hereunder.





8.Other
Activities.  The Company acknowledges that New Castle has been,
and may in the future be, engaged to provide services as an underwriter,
placement agent, finder, advisor and investment banker to other companies in the
industry in which the Companies are involved.  Subject to the
confidentiality provisions of New Castle contained in Section 2 hereof, each of
the Companies acknowledges and agrees that nothing contained in this Agreement
shall limit or restrict the right of New Castle or of any member, manager,
officer, employee, agent or representative of New Castle, to be a member,
manager, partner, officer, director, employee, agent or representative of,
investor in, or to engage in, any other business, whether or not of a similar
nature to the Company’s business, nor to limit or restrict the right of New
Castle to render services of any kind to any other corporation, firm, individual
or association.  New Castle may, but shall not be required to, present
opportunities to the Company.





9.           Termination; Survival of
Provisions.




(a)           The
engagement hereunder shall terminate upon the expiration of the Non-Exclusive
Period, unless extended by mutual written agreement. Upon non-renewal or
termination of this Agreement, New Castle shall provide the Company with a
written list of parties with whom it has had discussions in connection with any
proposed transaction and/or financing.  Notwithstanding any such
non-renewal or termination, New Castle shall be entitled to the compensation
provided under Section 3 hereof with respect to any transaction or financing
which shall be consummated within two (2) two years following such non-renewal
or termination with any party named on such list or with any party who invested
in the Financing.   In the event of such termination, the Company
shall (i) pay and deliver to New Castle: (A) all compensation earned through the
date of such termination (“Termination Date”) pursuant to
any provision of Section 3 hereof, and (B) all compensation which may be earned
by New Castle after the Termination Date pursuant to Section 3 hereof, and (ii)
reimburse New Castle for all expenses incurred by New Castle in connection with
its services hereunder pursuant to Section 5 hereof.  All such fees
and reimbursements due to New Castle pursuant to the immediately preceding
sentence shall be paid to New Castle on or before the Termination Date (in the
event such fees and reimbursements are earned or owed as of the Termination
Date) or upon the closing of a Financing or any applicable portion thereof (in
the event such fees are due pursuant to the terms of Section 3
hereof).  Notwithstanding anything expressed or implied herein to the
contrary, the terms and provisions of Sections 2, 3, 5, 6 (including, but not
limited to, the Indemnification Provisions attached to this Agreement and
incorporated herein by reference), 7, 8, 11, 13, and 15,  shall
survive the termination of this Agreement.





4




10.           Notices.  All
notices provided hereunder shall be given in writing and either delivered
personally or by overnight courier service or sent by certified mail, return
receipt requested, if to New Castle, to New Castle Financial Services, 535
Broadhollow Road, Suite A-2, Melville, New York, 11747, Attention: Anthony
Lodati, and if to the Company, to the address set forth on the first page of
this Agreement, Attention: Lawrence Rothberg, President.  Any notice
delivered personally shall be deemed given upon receipt; any notice given by
express courier shall be deemed given on the fifth business day after delivery
to the express courier; and any notice given by certified mail shall be deemed
given upon the 10th business day after certification thereof.





11.           Governing Law; Jurisdiction;
Waiver of Jury Trial.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be fully performed therein, without regard to conflicts
of law principles.  The Company irrevocably submits to the exclusive
jurisdiction of any court of the State of New York or the United States District
Court for the Southern District of the State of New York for the purpose of any
suit, action or other proceeding arising out of this Agreement, or any of the
agreements or transactions contemplated hereby, which is brought by or against
the Company, and agrees that service of process in connection with any such
suit, action or proceeding may be made upon the Company in accordance with
Section 10 hereof.  The parties hereby expressly waive all rights to
trial by jury in any suit, action or proceeding arising under this
Agreement.





12.           Amendments.  This
Agreement may not be modified or amended except in a writing duly executed by
the parties hereto.





13.           Independent Contractor;
Nondisclosure of Confidential Information.  New Castle has been
retained under this agreement as an independent contractor with duties owed
solely to the Company and nothing in this Agreement or the nature of the New
Castle’s services shall be deemed to create a fiduciary or agency relationship
between the Company and New Castle and shall not be deemed to be, an agent or
fiduciary of the stockholders or creditors of the Company or any other person by
virtue of this Agreement or the retention of New Castle hereunder, all of which
are hereby expressly waived.  The advice, written or oral, rendered by
New Castle pursuant to this Agreement is intended solely for the benefit and use
of the Company in considering the matters to which this agreement relates, and
the Company agrees that such advice may not be relied upon by any other person,
used for any other purpose, reproduced, disseminated, or referred to at any
time, in any manner or for any purpose, nor shall any public references to New
Castle be made by the Company, without the prior written consent of New Castle,
which consent shall not be unreasonably withheld.




14.            Best Efforts Engagement for
Capital Raising.  It is expressly understood and acknowledged
that New Castle’s engagement for the Financing does not constitute any
commitment, express or implied, on the part of New Castle or of any of its
affiliates to purchase or place the securities of the Company or to provide any
type of financing and that the Financing will be conducted by New Castle on a
“best efforts” basis.




15.           Press Announcements.
Each of the Companies agrees that New Castle shall, upon a successful
transaction, have the right to place advertisements in financial and other
newspapers and journals at its own expense describing its services to the
Company hereunder, provided that New Castle shall submit a copy of any such
advertisement to the Company for its approval, such approval not to be
unreasonably withheld.




5




16.           Headings.  The
section headings in this Agreement have been inserted as a matter of reference
and are not part of this Agreement.





17.           Successors and
Assigns.  The benefits of this Agreement shall inure to the
parties hereto, their respective successors and assigns and to the indemnified
parties hereunder and their respective successors and assigns, and the
obligations and liabilities assumed in this Agreement shall be binding upon the
parties hereto and their respective successors and
assigns.  Notwithstanding anything contained herein to the contrary,
neither New Castle nor the Company shall assign any of its obligations hereunder
without the prior written consent of the other party.





18.           No Third Party
Beneficiaries.  This Agreement does not create, and shall not
be construed as creating, any rights enforceable by any person or entity not a
party hereto, except those entitled to the benefits of the Indemnification
Provisions.





19.           No
Commitment.  It is expressly understood and acknowledged that
New Castle’s engagement with respect to capital raising activities does not
constitute any commitment, express or implied, on the part of New Castle or of
any of its affiliates to purchase or place the Company’s securities or to
provide any type of financing.





20.           Waiver.  Any
waiver or any breach of any of the terms or conditions of this Agreement shall
not operate as a waiver of any other breach of such terms or conditions or of
any other term or condition, nor shall any failure to insist upon strict
performance or to enforce any provision hereof on any one occasion operate as a
waiver of such provision or of any other provision hereof or a waiver of the
right to insist upon strict performance or to enforce such provision or any
other provision on any subsequent occasion.  Any waiver must be in
writing.





21.           Counterparts.  This
Agreement may be executed in any number of counterparts and by facsimile
transmission, each of which shall be deemed to be an original instrument, but
all of which taken together shall constitute one and the same
agreement.  Facsimile signatures shall be deemed to be original
signatures for all purposes.




[Signature
Page Follows]




6




If the
foregoing correctly sets forth our agreement, please sign the enclosed copy of
this Agreement in the space provided below and return it to us.




Very
      truly yours,
                
                NEW
      CASTLE FINANCIAL SERVICES LLCBy:
              /s/ Anthony
      LodatiAnthony
      Lodati, President


Agreed
to and accepted this 1st day of April, 2009





REMARK
ENTERPRISES, INC.











By: /s/
Lawrence  Rothberg


Lawrence
Rothberg, President




7





Inducement
Agreement





The undersigned, OneUp Innovations,
Inc., acknowledges that it has read the foregoing Engagement
Letter.  It understands that it shall be a beneficiary of the actions
of New Castle in the event that Remark Enterprises, Inc. acquires, or otherwise
mergers with, OneUp.  As a result, the undersigned agrees to be bound
by the terms of the Engagement Agreement and by executing below, OneUp
Innovations, Inc. agrees to be bound by the terms of the Engagement Letter as
though OneUp Innovations, Inc. had executed such Engagement Letter as the
Company.




ONEUP INNOVATIONS,
      INC.By:
              /s/ Louis
      S. FriedmanLouis
      Friedman, CEODated:  April
      3, 2009
  8




Exhibit
A





COMPANY
INDEMNIFICATION PROVISIONS





Capitalized
terms used in this Exhibit shall have the meanings ascribed to such terms in the
Agreement to which this Exhibit is attached.





The
Company, jointly and severally, agrees to indemnify and hold harmless New Castle
(the "Placement Agent") and each of the other Indemnified Parties (as
hereinafter defined) from and against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements, and any and all actions, suits, proceedings and investigations in
respect thereof and any  reasonable legal and other costs, expenses
and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise (including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing, pursing or
defending any such action, suit, proceeding or investigation (whether or not in
connection with litigation in which any Indemnified Party is a party))
(collectively, “Losses”), caused by, relating to, based upon, arising out of, or
in connection with, Placement Agent’s acting for the Company, including, without
limitation, any breach by the Company of any representation, warranty, covenant
or agreement contained in the Agreement (or in any instrument, document or
agreement relating thereto), or the enforcement by Placement Agent of its rights
under the Agreement or these indemnification provisions, except to the extent
that any such Losses resulted from the negligence or willful misconduct of any
of the Indemnified Parties.




These
Indemnification Provisions shall extend to the following persons (collectively,
the “Indemnified Parties”):  Placement Agent, its present and former
affiliated entities, managers, members, officers, employees,  and
controlling persons (within the meaning of the federal securities
laws),.  These indemnification provisions shall be in addition to any
liability which the Company may otherwise have to any Indemnified
Party.





If any
action, suit, proceeding or investigation is commenced, as to which an
Indemnified Party proposes to demand indemnification, it shall notify the
Company with reasonable promptness.  An Indemnified Party shall have
the right to retain counsel subject to the prior written consent of the Company
which may not be unreasonably withheld, and the reasonable fees, expenses and
disbursements of such counsel shall be borne by the Company.  Any such
counsel shall, to the extent consistent with its professional responsibilities,
cooperate with the Company and any counsel designated by the
Company.  The Company shall be liable for any settlement of any claim
against any Indemnified Party made with the written consent of the
Company.  The Company shall not, without the prior written consent of
Placement Agent which may not be unreasonably withheld, settle or compromise any
claim, or permit a default or consent to the entry of any judgment in respect
thereof, unless such settlement, compromise or consent (i) includes, as an
unconditional term thereof, the giving by the claimant to all of the Indemnified
Parties of an unconditional release from all liability in respect of such claim,
and (ii) does not contain any factual or legal admission by or with respect to
an Indemnified Party or an adverse statement with respect to the character,
professionalism, expertise or reputation of any Indemnified Party or any action
or inaction of any Indemnified Party.




Neither
termination nor completion of the Agreement shall affect these Indemnification
Provisions which shall remain operative and in full force and
effect.  The Indemnification Provisions shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of the
Indemnified Parties and their respective successors, assigns, heirs and personal
representatives.




9


Exhibit
B





NEW
CASTLE INDEMNIFICATION PROVISIONS





Capitalized
terms used in this Exhibit shall have the meanings ascribed to such terms in the
Agreement to which this Exhibit is attached.





New
Castle (the "Placement Agent"), jointly and severally, agrees to indemnify and
hold harmless the Company and each of the other Indemnified Parties (as
hereinafter defined) from and against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements, and any and all actions, suits, proceedings and investigations in
respect thereof and any  reasonable legal and other costs, expenses
and disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise (including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing, pursing or
defending any such action, suit, proceeding or investigation (whether or not in
connection with litigation in which any Indemnified Party is a party))
(collectively, “Losses”), caused by, relating to, based upon, arising out of, or
in connection with, Placement Agent’s acting for the Company, including, without
limitation, any breach by the Placement Agent of any representation, warranty,
covenant or agreement contained in the Agreement (or in any instrument, document
or agreement relating thereto), or the enforcement by the Company of its rights
under the Agreement or these indemnification provisions, except to the extent
that any such Losses resulted from the negligence or willful misconduct of any
of the Indemnified Parties.





These
Indemnification Provisions shall extend to the following persons (collectively,
the “Indemnified Parties”):  (i) the Company, its present and former
affiliated entities, shareholders, directors, officers, employees, and
controlling persons (within the meaning of the federal securities laws); and
(ii) Target, its present and former affiliated entities, shareholders,
directors, officers, employees, and controlling persons (within the meaning of
the federal securities laws).  These indemnification provisions shall
be in addition to any liability which the Placement Agent may otherwise have to
any Indemnified Party.





If any
action, suit, proceeding or investigation is commenced, as to which an
Indemnified Party proposes to demand indemnification, it shall notify the
Placement Agent with reasonable promptness.  An Indemnified Party
shall have the right to retain counsel subject to the prior written consent of
the Placement Agent which may not be unreasonably withheld, and the reasonable
fees, expenses and disbursements of such counsel shall be borne by Placement
Agent.  Any such counsel shall, to the extent consistent with its
professional responsibilities, cooperate with Placement Agent and any counsel
designated by Placement Agent.  Placement Agent shall be liable for
any settlement of any claim against any Indemnified Party made with the written
consent of Placement Agent.  Placement Agent shall not, without the
prior written consent of the Company which may not be unreasonably withheld,
settle or compromise any claim, or permit a default or consent to the entry of
any judgment in respect thereof, unless such settlement, compromise or consent
(i) includes, as an unconditional term thereof, the giving by the claimant to
all of the Indemnified Parties of an unconditional release from all liability in
respect of such claim, and (ii) does not contain any factual or legal admission
by or with respect to an Indemnified Party or an adverse statement with respect
to the character, professionalism, expertise or reputation of any Indemnified
Party or any action or inaction of any Indemnified Party.




Neither
termination nor completion of the Agreement shall affect these Indemnification
Provisions which shall remain operative and in full force and
effect.  The Indemnification Provisions shall be binding upon
Placement Agent and its successors and assigns and shall inure to the benefit of
the Indemnified Parties and their respective successors, assigns, heirs and
personal representatives.




10




Exhibit
C





[intentionally
left blank]




11