March 7, 2008


Total Luxury Group, Inc.
11900 Biscayne Blvd Suite #620
Miami, Florida  33181
Attn: CFO

                Re: Consulting Agreement Between Southridge Investment Group and
                    Total Luxury Group, Inc.

Gentlemen:

     Southridge  Investment Group LLC  ("Southridge")  is pleased to submit this
letter of engagement  (the  "Agreement")  setting forth the terms and conditions
whereby  Southridge  will act as placement  agent for Total Luxury  Group,  Inc.
(together with any affiliates the "Company"),  in advising,  the Company in it's
efforts to acquire certain  shareholder blocks of the common stock and preferred
stock (the  "Acquisition") of Petals Decorative  Accents Inc.  ("Petals") and in
raising additional capital to financing the Company's ongoing operations.


I.   Services To Be Provided

     Southridge will endeavor, on a best-efforts basis, to assist the Company in
the Acquisition.  During the term of the Agreement, Southridge will be prepared,
at the request of the Company, to:

          A.   Advise  the  Company  as  to  the   structure  and  form  of  the
               Acquisition;

          B.   Assist the Company in the preparation of materials  (collectively
               "Documents")   that  include   select   business  and   financial
               information  about the Company,  due  diligence  information  and
               materials necessary for the Acquisition; and

          C.   Other services as contemplated or as may be deemed appropriate in
               connection with the Acquisition.

     The Company  hereby  grants  Southridge  the sole and  exclusive  right and
authority to perform the above mentioned services. In order that the Company and
Southridge can best  coordinate  efforts to effect a commitment  satisfactory to
the Company during the term of this Agreement,  the Company agrees to coordinate
all  significant   discussions'   relating  to  the  Acquisition   only  through
Southridge.



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Total Luxury Group, Inc.
March 7, 2008
Page 2


II.  Terms and Conditions

          A.   Authority.  The Company  represents and warrants that the Company
               is in all respects  qualified  and  authorized  to undertake  all
               actions  contemplated  herein.  Southridge is not responsible for
               the  qualifications  of the  Company,  the  vesting or quality of
               title or any other  matters  affecting  the  consummation  of the
               Acquisition.

          B.   Performance  of Services.  The Company and  Southridge  expressly
               agree and understand that  Southridge's  services have been fully
               performed  as  outlined   herein,   and  the  Company  shall  pay
               Southridge  compensation as outlined herein,  upon closing of the
               Acquisition.

          C.   Additional  Financial Services.  The Company and Southridge agree
               that Southridge  shall also provide general  financial  advisory,
               consulting and  investment  banking  services in connection  with
               identifying, assessing, evaluating, and if appropriate, executing
               possible  financing,  refinancing or other transactions to assist
               the Company in raising capital (each, a "Financing Transaction").

          D.   Company Information. The Company represents and warrants that all
               information  (a) made  available to Southridge or its designer by
               the Company or (b) contained in the Documents  will, at all times
               during the period of the engagement of Southridge  hereunder,  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 the light of the circumstances under which such
               statements are made. The Company further  represents and warrants
               that any  projections  provided to Southridge or contained in the
               Documents will have been prepared in good faith and will be based
               on assumptions  that, in light of the  circumstances  under which
               they are made,  are  reasonable.  The  Company  acknowledges  and
               agrees that, in rendering its services hereunder, Southridge will
               be  using  and  relying  on  such   information  (and  additional
               information  available  from  public  or other  sources)  without
               independent   verification,   that  Southridge  will  not  assume
               responsibility   for  the  accuracy  or   completeness   of  such
               information  (included in the Documents or  otherwise),  and that
               Southridge will not undertake to make an independent appraisal of
               any of the assets of the Company or any of its subsidiaries.

          E.   Indemnification.  The attached  indemnity on Appendix A hereto is
               included herein by reference.


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Total Luxury Group, Inc.
March 7, 2008
Page 3


III. Compensation/Payment For Services

     As compensation for Southridge's  services,  the Company will pay, or cause
to be paid, the following fees to Southridge:

          A.   Compensation  to Southridge with respect to the  Acquisition:  In
               connection with the Acquisition,  Southridge shall be entitled to
               a fee of two million dollars ($2,000,000), payable in the form of
               an unsecured convertible promissory note ("Note"),  junior to all
               securities of the Company  other than its common stock.  The Note
               shall be  convertible  into common  stock of the Company at $0.04
               per  share,  subject  to the  superior  conversion  rights of the
               holders of the Senior Secured 9% Convertible  Promissory Note (as
               defined  in the  Stock  Purchase  Agreement  dated as of the date
               hereof between the Company and  Accelerant  Partners LLC) and the
               Junior  Unsecured 9% Convertible  Promissory  Note (as defined in
               the Stock Purchase  Agreement dated as of the date hereof between
               the Company and the Sellers listed thereto).

          B.   Compensation   to  Southridge  with  respect  to  the  Additional
               Services set forth in Section II.C.  above:  In  connection  with
               each future Financial  Transaction,  Southridge shall be entitled
               to a fee  equal to 10% of the  aggregate  value  received  by the
               Company in excess of $1,000,000,  payable in the same form as the
               securities issued in connection with such Financial  Transaction,
               on the same terms over the same period as the  securities  issued
               to the investors in such Financial Transaction.

          C.   Expenses.  In addition to the fees  described in Sections  III.A.
               and  III.B.  above,  and  whether  or not  the  Acquisition  or a
               Financial  Transaction is completed,  the Company will pay all of
               the  Southridge's   reasonable   out-of-pocket  expenses  related
               thereto,  including  travel  for trips,  FedEx and other  mailing
               charges,  long distance  telephone calls,  and other  incremental
               costs incurred, including pre-approved fees and counsel.

IV.  Miscellaneous

          A.   Term.  This  Agreement  will become  effective on the date of its
               acceptance  by  the  Company  (the  "Effective  Date")  and  will
               continue  thereafter  for a period of 12 months.  This  Agreement
               will thereafter be automatically  extended for successive  90-day
               periods  unless,  prior to the  expiration  of the initial or any
               succeeding  90-day term,  either the Company or Southridge  gives
               written  notice  to the  other of its  desire  to  terminate  the
               Agreement.   It  is  expressly  agreed  that  the  provisions  of
               paragraphs  IV-B,  IV-C,  IV-G, and IV-H of this Agreement  shall
               survive any expiration or termination of this Agreement.


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Total Luxury Group, Inc.
March 7, 2008
Page 4


          B.   Nature of Engagement. Southridge is being retained to serve as an
               agent solely to the Company,  and the  engagement  of  Southridge
               shall not be deemed  to be on  behalf of and is not  intended  to
               confer rights or benefits on any  shareholder  or creditor of the
               Company  or its  subsidiaries  or on  any  other  person.  Unless
               expressly  agreed to in writing by Southridge,  no one other than
               the  Company  is  authorized  to  rely  on  this   engagement  of
               Southridge or any statements, conduct or advice of Southridge. No
               opinion  or  advice  of  Southridge  shall be used for any  other
               purpose or reproduced,  disseminated,  quoted,  or referred to at
               any time, in any manner or for any purpose,  nor shall any public
               or other references to Southridge (or to such opinions or advice)
               be made without the express prior written  consent of Southridge,
               which   consent   shall   not  be   unreasonably   withheld.

          C.   Announcements.  The Company  agrees that following the closing of
               the Acquisition, Southridge has 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   Southridge  will  submit  a  copy  of  any  such
               advertisements  to the Company for its approval,  which  approval
               shall not be unreasonably withheld.

          D.   Parties. This Agreement shall be binding on the parties and their
               successors and assigns.

          E.   Modifications and Amendments. The Agreement represents (including
               the  attached  indemnity)  the entire  understanding  between the
               Company and Southridge with respect to the  Acquisition,  and all
               prior  discussions  are  merged  herein.  It is  understood  that
               Southridge's obligations under this Agreement are to use its best
               efforts  throughout the period for which it acts as the Company's
               exclusive agent as described herein.  Southridge's  engagement is
               not intended to provide the Company or any other person or entity
               with any assurances that any transaction will be consummated.

          G.   Arbitration.   Any  dispute  related  to  this   Agreement,   any
               transaction contemplated hereby, or any other matter contemplated
               hereby shall be settled by  arbitration  in the City of New York,
               State of New York, in accordance with the commercial  arbitration
               rules  then in effect of the  American  Arbitration  Association,
               before a panel of three  arbitrators.  Any award  entered  by the
               arbitrators  shall be  final,  binding,  and  nonappealable,  and
               judgment may be entered  thereon by any party in accordance  with
               applicable  law in any  court  of  competent  jurisdiction.  This
               arbitration provision shall be specifically enforceable. The fees
               of the American  Arbitration  Association and the arbitrators and
               any expenses' relating to the conduct of the arbitration shall by
               paid by the Company.


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Total Luxury Group, Inc.
March 7, 2008
Page 5


          H.   Amendments.  This Agreement may not be amended or modified except
               pursuant to a writing signed by all parties and shall be governed
               by and construed in accordance with the laws of New York State.

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Total Luxury Group, Inc.
March 7, 2008
Page 6


     If  the  foregoing  correctly  sets  forth  the  entire  understanding  and
agreement  between  Southridge and the Company,  please so indicate in the space
provided for that purpose  below and return an executed copy to us no later than
March 7, 2008,  whereupon  this  letter  shall  constitute  a binding  agreement
between us as of the date first above written.


                                                 SOUTHRIDGE INVESTMENT GROUP LLC


                                                 By:____________________________

AGREED:

TOTAL LUXURY GROUP, INC.


By:   ________________________
      Title


      ________________________
      Date







<PAGE>

                                   APPENDIX A

                           Indemnification Provisions
                           --------------------------



     In  connection  with the  engagement  of  Southridge  Investment  Group LLC
("SIG")  by Total  Luxury  Group,  Inc.  (the  "Company")  pursuant  to a letter
agreement dated _______, 2008, between the Company and SIG, as it may be amended
from  time to time  (the  "Letter  Agreement"),  the  Company  hereby  agrees as
follows:

     1.   In connection  with or arising out of or relating to the engagement of
          SIG under the  Letter  Agreement,  or any  actions  taken or  omitted,
          services  performed or matters  contemplated  by or in connection with
          the  Letter  Agreement,  the  Company  agrees to  reimburse  SIG,  its
          affiliates  and  their  respective  directors,   officers,  employees,
          agents, and controlling persons (each an "Indemnified Party") promptly
          on demand for expenses  (including fees and expenses of legal counsel)
          as  they  are  incurred  in  connection  with  the  investigation  of,
          preparation for, or defense of any pending or threatened claim, or any
          litigation,  proceeding,  or other  action  in  respect  thereof.  The
          Company also agrees (in  connection  with the  foregoing) to indemnify
          and hold harmless each Indemnified  Party from and against any and all
          losses,  claims,  damages,  and  liabilities -- joint or several -- to
          which any Indemnified  Party may become subject,  including any amount
          paid in  settlement of any  litigation  or other action  (commenced or
          threatened),  to which the  Company  shall have  consented  in writing
          (such  consent not to be  unreasonably  withheld),  whether or not any
          Indemnified  Party is a party and whether or not  liability  resulted;
          provided,  however,  that the Company shall not be liable  pursuant to
          this sentence in respect of any loss,  claim,  damage, or liability to
          the  extent  that a court  having  competent  jurisdiction  shall have
          determined by final judgment (not subject to further appeal) that such
          loss, claim, damage, or liability resulted primarily and directly from
          the willful misfeasance or gross negligence of such Indemnified Party.

     2.   An  Indemnified  Party shall have the right to retain  separate  legal
          counsel of its own  choice to  conduct  the  defense  and all  related
          matters in connection with any such litigation,  proceeding,  or other
          action.  The  Company  shall pay the fees and  expenses  of such legal
          counsel,  and such legal counsel to the fullest extent consistent with
          its professional  responsibilities  cooperate with the Company and any
          legal counsel designated by the Company. The Company agrees to consult
          in advance with SIG with respect to the terms of any proposed  waiver,
          release, or settlement of any claim, liability,  proceeding,  or other
          action against the Company to which any Indemnified  Party may also be
          subject,  and to use its best  efforts  to afford  SIG and/or any such
          Indemnified Party the opportunity to join in such waiver,  release, or
          settlement.

          If  indemnification is to be sought hereunder by an Indemnified Party,
          then  such   Indemnified   Party  shall  notify  the  Company  of  the
          commencement of any litigation, proceeding, or other action in respect
          thereof;  provided,  however,  that the  failure to notify the Company
          shall not relieve the Company from any liability or obligation that it
          may have under this paragraph or otherwise to such Indemnified  Party.
          Following  such  notification,  the  Company  may elect in  writing to


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Total Luxury Group, Inc.
March 7, 2008
Page 8


          assume the defense of such  litigation,  proceeding,  or other  action
          (and the costs  related  thereto) and, on such  election,  the Company
          shall not be liable for any legal costs subsequently  incurred by such
          Indemnified Party (other than costs of investigation or the production
          of  documents  or  witnesses)  unless  (i) the  Company  has failed to
          provide  legal counsel  reasonably  satisfactory  to such  Indemnified
          Party in a timely  manner or (ii) such  Indemnified  Party  shall have
          reasonably  concluded that (A) the  representation of such Indemnified
          Party by legal counsel  selected by the Company would be inappropriate
          due to actual or  potential  conflicts of interest or (B) there may be
          legal defenses  available to such Indemnified Party that are different
          from  additional  to  those  available  to the  Company  or any  other
          Indemnified Party represented by such legal counsel.

     3.   In the event that the  indemnity  provided  for in  paragraphs 1 and 2
          hereof is unavailable or insufficient  to hold any  Indemnified  Party
          harmless, then the Company shall contribute to amounts paid or payable
          by an Indemnified Party in respect of such Indemnified Party's losses,
          claims,  damages,  and liabilities as to which the indemnity  provided
          for in paragraphs 1 and 2 hereof is unavailable or insufficient (i) in
          such  proportion  as  appropriately  reflects  the  relative  benefits
          received by the Company,  on the one hand, and SIG, on the other hand,
          in  connection  with the  matters  as to which  such  losses,  claims,
          damages,  or liabilities relate, or (ii) if the allocation provided by
          clause  (i)  above  is  not  permitted  by  applicable  law,  in  such
          proportion as  appropriately  reflects not only the relative  benefits
          referred to in clause (i) but also the relative  fault of the Company,
          on the one  hand,  and SIG on the  other  hand,  as well as any  other
          equitable  considerations.  The amounts  paid or payable by a party in
          respect of losses, claims,  damages, and liabilities referred to above
          shall be  deemed  to  include  any  legal or other  fees and  expenses
          incurred in defending any litigation,  proceeding,  or other action or
          claim.  Notwithstanding  the  provisions  hereof,  SIG's  share of the
          liability  hereunder  shall  not be in  excess  of the  amount of fees
          actually  received by SIG under the Letter  Agreement  (excluding  any
          amounts received as reimbursement of expenses incurred by SIG).

     4.   It is understood and agreed that, in connection with SIG's  engagement
          by the Company,  SIG may also be engaged to act for the Company in one
          or  more  additional  capacities,  and  that  the  terms  of any  such
          additional  engagement may be embodied in one or more separate written
          agreements.  These  Indemnification  Provisions  shall  apply  to  the
          engagement  under  the  Letter  Agreement  and to any such  additional
          engagement  and  any  modification  of  such  additional   engagement;
          provided,  however,  that in the event that the Company engages SIG to
          act as a  dealer  manager  in an  exchange  or  tender  offer or as an
          underwriter  in  connection  with the  issuance of  securities  by the
          Company or to furnish an opinion  letter  (other than as  indicated in
          the  Letter  Agreement),  such  further  engagement  may be subject to
          separate   indemnification  and  contribution  provisions  as  may  be
          mutually agreed on.

     5.   These indemnification provisions shall remain in full force and effect
          whether  or not any of the  transactions  contemplated  by the  Letter
          Agreement  are  consummated  and shall  survive the  expiration of the
          period  of the  Letter  Agreement,  and  shall be in  addition  to any


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Total Luxury Group, Inc.
March 7, 2008
Page 9

          liability  that the Company might  otherwise  have to any  Indemnified
          Party under the Letter  Agreement or otherwise.  It is further  agreed
          that no  Indemnified  Party  (including  SIG)  shall be  liable to the
          Company or any affiliate of the Company in connection  with any matter
          arising out of or relating to the  engagement  of SIG under the Letter
          Agreement,  or any actions  taken or omitted,  services  performed  or
          maters  contemplated  by or in connection  with the Letter  Agreement,
          expect to the extent that a court having competent  jurisdiction shall
          have determined by final judgment (not subject to further appeal) that
          such liability  resulted solely from the willful  misfeasance or gross
          negligence of such Indemnified Party.


                                      SOUTHRIDGE INVESTMENT GROUP LLC


                                      By: _____________________________________
                                                 Managing Director


                                      Date: ___________________________________


TOTAL LUXURY GROUP, INC.



By: _______________________________



Date: _____________________________