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EXHIBIT 10.8

March 1, 2005

Jason Daggett
The Liquid Group, Inc.
4080 Paradise Road #15-168
Las Vegas, NV 89109

Dear Jason,

As a result of our conversations, the purpose of this letter is to propose
the engagement of Cygni Capital LLC ("Cygni") by The Liquid Group, Inc.,
(the "Company") on a non-exclusive basis for a period of ywelve (12)
months, to render business development and corporate finance services.

1.   Engagement of Cygni:
     --------------------
     The Company hereby engages Cygni and Cygni hereby agrees to render
services to the Company as a business development and corporate finance
consultant.

2.   Scope of Engagement.
     --------------------
     The Company desires that Cygni provide advice and consultation to the
Company, regarding general business and corporate finance issues and
planning, including but not limited to the following:

     a.   strategic alliances, mergers & acquisitions;
     b.   corporate organization and structure;
     c.   private and public equity and debt financing;
     d.   due diligence;
     e.   capital sources and the formation of financial transactions;
     f.   corporate finance methods and systems;
     g.   guidance and assistance in available market alternatives to
          maximize Company shareholder value;
     h.   e-consulting business solutions.

     Specifically, Cygni will act as Corporate Financial Consultant to the
     Company, for the purpose of (i) advising the Company on its corporate
     structure, business opportunities, private and public financing
     alternatives, (ii) advising the Company on structuring and funding an
     anticipated Private Offering (the "Offering") to fund the Company and
     (iii) consummating a registered merger/reorganization ("Merger") with
     a company registered under the 1934 Act, or, a trading public company
     (in either case, the "Merger Target"), which Merger or separately
     filed registration, will qualify the Company as a fully reporting,
     trading, company listed on the OTC Bulletin Board, or the NASDAQ Small
     Cap, as the case may be, as follows:

     CONDITIONS PRECEDENT TO THE MERGER. The following shall be conditions
     precedent to the Merger (any of which my be waived by the affected
     party):

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Jason Daggett
The Liquid Group, Inc.
March 1, 2005
Page 2

     -    Approval of the Merger Target in Company's sole discretion,
          subject to the terms and conditions herein;


     -    Approval of the Merger by the Shareholders and Board of Directors
          of the Company and the Merger Target;
     -    Approval by all current shareholders of the Company to convert
          their respective Company shares into shares of the Merger Target
          such that the total issued and outstanding shares in the Merger
          Target shall be no more than 12,000,000 immediately post-merger
          (including any shares sold in the Offering);
     -    Immediately preceding the Merger, the Merger Target shall have no
          assets, and, in the case of our blank check shells, not more than
          $20,000 in liabilities, and not more than 2,000,000 shares issued
          and outstanding which shares shall have piggyback registration
          rights for any Registration filed on behalf of the Company for
          one year from the date of the merger Agreement; and as to which
          the Company agrees to file a Registration Statement immediately
          succeeding an effective date for the Merger registration;
     -    Audited Financial Statements of the Company and the Merger target
          company;
     -    There are no claims for any originating or finder's fees or
          commissions in connection with the Merger, and the Company agrees
          to indemnify and hold Cygni Associates LLC harmless against all
          claims and expenses of all finder's fees, originating fees, and
          all other issues, with respect to the Merger;

     CHRONOLOGY. The exact timing of any Merger and/or separately filed
     registration will, of course, be subject to certain events that are
     only partially under our mutual control, such as, the time it takes to
     audit the Company's Financial Stattements, the time it takes to
     prepare and fund the Offering, the time it takes for counsel to
     prepare  registration documents and/or reorganization documents and
     proxy statement, the time it takes for shareholder approval of the
     Merger by both the Company and the Merger Target, and the time it
     takes for certain regulatory submittals post Merger. The Merger can
     only be registered after the Offering is completed.  However, it takes
     approximately 60 days for the SEC to review and respond to any
     registered filing, after which there may be further delays dependent
     upon the time it takes for the Company to respond to any SEC inquiries
     or requests for further information.  Specifically, the chronology of
     events should be as follows:

     i.   Preparation and Funding of any Private Offering;
     ii.  Execution of a definitive Merger Agreement;
     iii. Preparation and Filing of the Registration statement;
     iv.  If applicable, SB-2 Registration to register the stock in the
          Merger Target;
     v.   NASD Trading application.

     The Financial Services shall be provided to the Company in such form,
     manner and place as the Company reasonably requests. Cygni shall not,
     by this Agreement, be prevented or barred from rendering services of
     the same or similar nature, as herein described, or services of any
     nature whatsoever for, or on behalf of, persons, firms, or
     corporations other than the Company, whether or not they are
     competitors of Company.  Cygni does not guarantee that its efforts
     will have any impact upon the Company's business, or the business of
     the Company's clientele, or that there will be any specific result or
     improvement from Cygni's efforts. Cygni acknowledges and agrees that
     confidential and valuable information proprietary to the Company
     and/or the Company's clientele obtained during its engagement by the
     Company, shall not be, directly or indirectly, disclosed without the
     prior express written consent of the Company, unless and until such
     information is otherwise known to the public generally or is not
     otherwise secret and confidential.


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Jason Daggett
The Liquid Group, Inc.
March 1, 2005
Page

     In addition, Cygni will assist the Company in obtaining sponsorship by
     market makers and will also become involved with the placement of
     blocks of the Company's stock, should any become available for sale.
     In conjunction with its other activities for the Company, Cygni will
     assist the Company in obtaining additional research coverage from
     other broker/dealers and independent analysts.

     The Company hereby recognizes and agrees that it has not engaged Cygni
     as a placement agent or underwriter in connection with the services
     set forth herein and that Cygni will not act as a placement agent or
     underwriter, will not participate in negotiations between the Company
     and potential buyers of the Company's stock, and that Cygni is not a
     NASD/SEC registered party.  The parties herein agree that Cygni is not
     acting as an agent, representative, or employee of the Company in
     performing the services set forth herein. Cygni shall make no
     representations nor disseminate any information concerning the Company
     other than information supplied by the Company an/or that is then
     currently available to the public.  The Company agrees to indemnify
     and hold harmless Cygni for claims, losses, charges, fees (including
     reasonable attorney's fees), expenses and liabilities arising out of
     this Agreement or the Company's actions in connection with the Cygni's
     services herein.

     The Company acknowledges and agrees that Cygni is not now making nor
     will it make at any time in the future, any representations or
     warranties regarding the provision of services to the Company
     hereunder or regarding any of the potential investors to whom the
     Company will be introduced by Cygni.  Accordingly, the Company agrees
     that Cygni and its officers, directors, employees, agents and advisors
     shall have no liability for, and the Company releases and discharges
     Cygni from and against any liability arising out of or in connection
     with any services provided to the Company hereunder, including any
     recommendations made or advice given by Cygni in connection with the
     provision of such services.

3.   Term:
     -----
     This Agreement shall terminate six (6) months from the first day of
     the next month after your Private Offering has been funded. This
     Agreement will automatically renew for an additional six (6) month
     terms, unless otherwise notified in writing, by means of a notice of
     intent not to renew, at least 30 days prior to the expiration of the
     Agreement. After the initial six (6) month term, this Agreement may be
     terminated by either party on thirty (30) days prior written notice.

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Jason Daggett
The Liquid Group, Inc.
March 1, 2005
Page 4

4.   Consulting Fee:
     ---------------
     For so long as this Agreement is in place, Cygni shall be paid a non-
     refundable monthly fee of $4,500 per month. These fees shall be paid
     in advance, on the first day of each month after your Private offering
     has been funded.

5.   Disclaimer of Responsibility for Acts of the Company:
     -----------------------------------------------------
     The obligations of Cygni described herein are strictly limited to
     those of providing Financial Services to the Company.  In no event
     shall Cygni be required by this Agreement to act as the agent of the
     Company or otherwise to represent or make decisions for the Company.
     All final decisions with respect to acts of the Company or its
     affiliates, whether or not made pursuant to or in reliance on
     information or advice furnished by Cygni hereunder, shall be those of
     the Company or such affiliates and Cygni shall under no circumstances
     be liable for any expense incurred or loss suffered by the Company as
     a consequence of such decisions.

6.   Expenses:
     ---------
     The Company is responsible for all costs related to any Offering,
     which may include but are not limited to the preparation and
     production of a PPM, legal fees, printing and reproduction costs,
     accounting and other professional services, Blue Sky registration
     fees, road show and travel related expense and miscellaneous out-of-
     pocket expenses incurred in connection with this engagement.  The
     Company will be required to pay for all preapproved Cygni expenses in
     excess of $500 in advance by either providing for direct billing to
     the Company or Company's credit card.  Any expenses incurred by Cygni
     on behalf of the Company, related to this engagement will be invoiced
     and due upon receipt.  Expenses due Cygni will be deducted from the
     proceeds of a Close and are subject to applicable charges pursuant to
     section 7.

7.   Indemnification.
     ----------------
     In consideration of the services to be provided by Cygni under this
     Agreement, the Company shall:

     a.   Indemnify and hold harmless Cygni and any of its directors,
          officers, employees, consultants or agents (each individually an
          "Indemnified Person") from and against any losses, claims,
          damages or liabilities to which such Indemnified Person may
          become subject arising out of or in connection with the rendering
          of services by Cygni hereunder, except to the extent that such
          losses, claims, damages or liabilities are determined in judicial
          rulings to have primarily resulted from the gross negligence or
          willful misconduct of such Indemnified Person; and

     b.   Reimburse such Indemnified Person for reasonable legal and other
          expenses as they are incurred, that arise in connection with
          investigating, preparing to defend or defending any lawsuit,
          claim or proceeding and any appeals therefrom arising in any
          manner out of or in connection with the rendering of services by
          Cygni, provided, however that in the event a final judicial
          determination is made to the effect specified in subsection (a)
          above, such Indemnified Person will promptly remit to the Company
          any amounts reimbursed under the section.

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Jason Daggett
The Liquid Group, Inc.
March 1, 2005
Page 5

     The Company and Cygni agree that (i) the indemnification and
     reimbursement commitments set forth above shall apply whether or not
     such Indemnified Person is a named party to any such lawsuit, claim or
     other proceeding; and (ii)  shall  promptly  notify the other party
     after receipt by any party of notice of such involvement.  This
     indemnification shall survive any termination of this Agreement.

8.   Successors.
     -----------
     This Agreement is binding upon the parties hereto and their respective
     permissible assigns, successors, heirs and personal representatives,
     and shall inure to their benefit.

9.   Assignment.
     -----------
     Neither this Agreement nor any right pursuant hereto or interest
     herein shall be assignable by any of the parties hereto without the
     prior written consent of the other parties hereto, except as expressly
     permitted herein.

10.  Governing Law.
     --------------
     This Agreement shall be governed and construed and enforced in
     accordance with the laws of the State of California applicable to
     Agreements to be entered into and entirely performed in such State.

11.  Costs and Attorneys' Fees.
     --------------------------
     If any action, suit, arbitration proceeding or other proceeding is
     instituted arising out of this Agreement, the prevailing party shall
     recover all of such party's costs, including, without limitation, the
     court costs and attorneys' fees incurred therein, including any and
     all appeals or petitions therefrom.  As used herein, "attorneys' fees"
     shall mean the full and actual costs of any legal services actually
     rendered in connection with the matters involved, calculated on the
     basis of the usual fee charged by the attorneys performing such
     services.

12.  Waiver and Amendment.
     ---------------------
     No waiver, amendment or modification of any provision of this
     Agreement shall be effective unless consented to by both parties in
     writing.  No failure or delay by either party in exercising any
     rights, power or remedy under this Agreement shall operate as a waiver
     of such right, power or remedy.  Any terms and/or conditions of this
     Agreement may be waived at any time, pursuant to this section, but a
     waiver in one instance shall not be deemed to constitute a waiver in
     any other instance.

13.  Severability.
     -------------
     In the event that any provision of this Agreement shall be held to be
     invalid, illegal or unenforceable in any circumstances, the remaining
     provisions shall nevertheless remain in full force and effect and
     shall be construed as if the unenforceable portions were deleted.

14.  Section Headings; Defined Terms,
     --------------------------------
     Numbered and titled section headings and defined terms are for
     convenience only and shall not he construed as amplifying or limiting
     any of the provisions of this Agreement.

15.  Entire Agreement.
     -----------------
     This Agreement and any exhibits herein incorporated and attached
     hereto supersede all prior and contemporaneous negotiations and
     agreements (whether written or oral) and constitute the entire
     understanding among the parties.



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Jason Daggett
The Liquid Group, Inc.
March 1, 2005
Page 6


Please confirm that the foregoing correctly sets forth your understanding
of our agreement and return one executed copy of this Agreement within ten
(10) business days of the date of this letter to our office at 170 Newport
Center Dr., Suite 220, Newport Beach, CA 92660, after which this proposal
shall be deemed withdrawn.

Very truly yours,

/s/ Eric Chess Bronk

Eric Chess Bronk


Accepted and agreed to this 1st day of March 2005.

The Liquid Group, Inc.


By: /s/ Jason Daggett
-------------------------------------
        Jason Daggett, President