EXHIBIT 10.4


                            The Gorlin Companies
                            1234 Airport Road
                                Suite 105
                          Destin, Florida 32531



May 20, 2005



Mr. Dov Perlysky
President
Lawrence Consulting Group, Inc.
2 Lakeside Drive West
Lawrence, New York 11559

Dear Mr. Perlysky:

     The purpose of this  letter is to set forth the terms under which  Lawrence
Consulting  Group,  Inc.  (the  "Advisor")  will provide  services to The Gorlin
Companies ("TGC").

     1. The term of this  agreement  shall commence on the date hereof and shall
continue  until  terminated  as provided in paragraph 4 hereof (the  "Engagement
Period").  During  the  Engagement  Period,  Advisor  will  assist  TGC  and its
portfolio companies in (i) determining necessary technology investments in order
to maximize their return on these investments and (ii) assisting TGC's portfolio
companies in the evaluation of the use of IT by biotechnology companies. Advisor
agrees  to  furnish  such  time to TGC as  Advisor  and TGC  deem  necessary  to
accomplish Advisor's obligations hereunder.

     2. As full compensation for Advisor's services  hereunder,  Advisor will be
paid a fee  equal to $800 per  month  plus  $200 per hour in  excess of five (5)
hours per month for every hour of  consulting  services  provided  by Advisor to
TGC.

     Advisor shall be entitled to  reimbursement of any  out-of-pocket  expenses
incurred by it in connection with its activities hereunder provided that Advisor
provides  TGC  with  signed  vouchers  or  other  satisfactory  evidence  of the
occurrence of such expenses.

     3. Advisor is not  authorized  to enter into any agreement or commitment on
TGC's behalf and shall have no right, power or authority to do so or to bind TGC
in any way.

     4. This Agreement  shall be for a term of one (1) year from the date hereof
and shall  automatically  be renewed for  additional one (1) year periods unless
terminated  in writing by either  party no later than  thirty (30) days prior to
the end of the then existing term.

     5. All notices and other  communications  under this Agreement  shall be in
writing and deemed to have been duly given if mailed by first class,  registered
mail, return receipt requested, postage and registry fees prepaid, and addressed
to either of the parties at the  addresses  set forth  herein,  or to such other
address as either party may give to the other under this Agreement.

     6. This  Agreement  shall be binding  upon and inure to the  benefit of the
parties hereto and their respective heirs,  successes and assigns.  Neither this
Agreement nor any term thereof may be amended, waived,  discharged or terminated
orally,  but only by an instrument  in writing  signed by the party against whom
the enforcement of such amendment,  waiver, discharge, or termination is sought.
This  Agreement  comprises the entire  agreement and  understanding  between the
parties hereto and there are no additional  agreements or  understandings of any
kind either written or oral which relate to the subject matter hereof.

     7. This  Agreement  shall be construed and enforced in accordance  with and
governed by the laws of the State of New York  applicable to contracts  made and
to be performed  solely within such State.  The parties hereto hereby consent to
the exclusive jurisdiction of the courts of the State of New York or the Federal
Courts  located  in New York  City or Nassau  County,  New York to  resolve  any
disputes hereunder.

     8. If any one or more of the provisions of this Agreement  shall be held to
be invalid illegal or unenforceable in any respect,  the validity,  legality and
enforceability of the remaining  provisions or any part thereof shall not in any
way be affected or impaired thereby.

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         9.  This Agreement may be executed in counterparts.

     If the foregoing correctly sets forth your understanding of the matters set
forth above,  would you please signify your agreement  thereto by signing a copy
of this letter in the space  provided  below and  returning it to us,  whereupon
this letter will become a binding agreement between Advisor and TGC.

                                            Very truly yours,

                                           THE GORLIN COMPANIES

                                               /s/ Steve Gorlin
                                         By:________________________
                                               Steve Gorlin
                                               President



ACCEPTED AND AGREED THIS
         DAY OF MAY 2005

LAWRENCE CONSULTING GROUP, INC.

        /s/ Dov Perlysky
By:____________________________________
         Dov Perlysky
         President