EXHIBIT 10.16

                                SEARCHHELP, INC.
                               1055 STEWART AVENUE
                                    SUITE 12
                               BETHPAGE, NY 11714


November 5, 2003

S.G. Martin Securities LLC
8 Broadway
Rocky Point, New York 11778
Attention:  Emanuel Pantelakis


         RE: PLACEMENT AGENT AGREEMENT ("AGREEMENT")
             ---------------------------------------

Gentlemen:

The following shall constitute an agreement between us:

SearchHelp,  Inc. (the "Company") hereby engages S.G. Martin Securities LLC (the
"Placement  Agent") as a non-exclusive  agent to use its best efforts to arrange
for subscribers to subscribe for up to 6,000,000  shares of the Company's common
stock  at a  purchase  price  of  $.25  per  share  ("Shares")  for a  total  of
$1,500,000,  all  as  more  particularly  described  in  the  Private  Placement
Memorandum of the Company,  dated November 5, 2003, as supplemented from time to
time ("Memorandum").

The term of this  Agreement  shall  commence  on the date  hereof  and  continue
through  November  30, 2003.  Notwithstanding  the  foregoing,  either party may
terminate  this  agreement  with or without  cause at any time upon  delivery of
written notice to the other party.

The  Placement  Agent hereby  accepts the  engagement to use its best efforts to
solicit  subscriptions  for Shares from  qualified  subscribers  pursuant to the
Memorandum and sales material,  if any,  supplied by the Company  (collectively,
the  "Offering   Documents"),   in  accordance  with  the  following  terms  and
conditions:

The Company  represents and warrants that the Shares are being offered  pursuant
to an exemption  from  registration  under the Securities Act of 1933 as amended
(the "Act")  afforded by Section 4(2) thereof and  Regulation D thereunder.  The
Shares and this offering are more particularly described in the Memorandum.  The
Shares  are   non-transferable   and   non-assignable   except   under   certain
circumstances  more fully  described in the  Memorandum.  The Company  agrees to
furnish to the Placement Agent copies of the Offering  Documents  describing the
Company  and  the  Shares,  which  shall  not be  made  available  to  potential
subscribers until such Offering Documents and their use shall be approved by the
Company.  The Company  represents  and warrants to the Placement  Agent that the
Offering  Documents  do not  contain  any untrue  statement  or  alleged  untrue
statement  of a material  fact or omit to state a material  fact  required to be

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stated or necessary to make any statement not misleading and the Company further
represents and warrants that they shall immediately  notify the Placement Agent,
in  writing,  if any such  statement  becomes  untrue.  In  connection  with the
Placement Agent's engagement,  the Company will furnish the Placement Agent with
any information concerning the Company and their respective officers,  directors
and/or  shareholders  which the Placement Agent reasonably deems appropriate and
will  provide  the  Placement  Agent with access to the  Company's  accountants,
counsel, and other advisors, officers and directors.

Except as provided in Paragraph 3 below with respect to  indemnification  by the
Placement  Agent,  the Placement Agent may rely upon the accuracy of information
about the Company provided to the Placement Agent by the Company and the Company
shall indemnify and hold the Placement Agent, its agents and employees  harmless
from and against any claims relating thereto or to the Shares, provided that the
Placement  Agent promptly  notify the Company of any such claims and provide the
Company with an opportunity to defend against or settle such claims with counsel
of its choice and provided  that the Company will not  indemnify  the  Placement
Agent  against any claims that result from willful  misconduct  by the Placement
Agent, its agents or employees.

In  performing  such  services,  the  Placement  Agent hereby  acknowledges  its
responsibility  to (a) use its best efforts to preserve the  confidentiality  of
any  proprietary or not publicly  available  information or data provided to the
Placement  Agent by the Company and (b) fully disclose to those parties that the
Placement  Agent  contacts  on the  Company's  behalf the  capacity in which the
Placement Agent are contacting them and the Placement Agent's  relationship with
the Company.

The Placement Agent agrees that any and all activities  performed by it shall be
performed  subject to the  limitations  set forth above and in  compliance  with
applicable  federal and state  securities laws, rules and regulations as well as
in accordance with applicable rules and regulations of the National  Association
of  Securities  Dealers,  Inc. and NASDAQ,  and that the  Placement  Agent shall
indemnify  and hold  harmless  the Company and its  affiliates  from and against
claims  relating to any material  breach by the Placement Agent of the foregoing
covenants  or any other  agreements  of the  Placement  Agent  contained in this
Agreement or resulting  from the Placement  Agent's gross  negligence or willful
misconduct,  provided that the Company promptly  notifies the Placement Agent of
any such claim and offers the Placement  Agent the opportunity to defend against
or settle such claim with counsel of the Placement  Agent's choice,  and further
provided  that neither the Company nor any of its agents or affiliates is in any
way at fault with respect to such claim.

Subject to the terms and conditions in this Agreement, the Company shall pay the
Placement Agent (i) a commission equal to 10% of all Shares placed for which the
Placement Agent has acted as placement agent pursuant to this Agreement,  (ii) a
non-accountable  expense  allowance  equal to 2% of all the Shares placed by the
Placement  Agent and (iii) a warrant to purchase up to 600,000  shares of Common
Stock at a  purchase  price of $.30 per share  which will be  exercisable  for a
period of 5 years,  which means that the Placement  Agent will receive a warrant
to purchase one share of the Company's  common stock for every 10 shares sold by

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the Placement Agent. The Placement Agent's warrants and the underlying shares of
common  stock  will  not be  registered  at the  time of  grant.  Pursuant  to a
Registration  Rights Agreement,  the Placement Agent will have certain piggyback
rights  to cause  the  registration  of the  shares  if the  Company  effects  a
registration of its securities.




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The Placement Agent  acknowledges that it has been informed of the jurisdictions
in which the Company has been  advised by counsel  acceptable  to the  Placement
Agent that the Shares have been  qualified or registered  for sale or are exempt
under the respective  securities or "Blue Sky" laws of such  jurisdictions;  but
the  Company  has  not  assumed,   nor  will  they  assume,  any  obligation  or
responsibility  concerning  the  Placement  Agent's  right to act as broker with
respect to the Shares in any such jurisdiction.  No offer to sell,  solicitation
of an offer to buy, or sale of Shares in a state or other  jurisdiction shall be
made by the Placement  Agent until the Company has notified the Placement  Agent
that the  Shares  have  been so  registered  or  qualified  or are  exempt  from
registration  or  qualification  with the securities  authority in such state or
other jurisdiction.

The  Offering  Documents  to be  provided  by the  Placement  Agent  under  this
Agreement  shall not be publicly  disclosed or made  available to third  parties
(excluding  subscribers  that have been  previously  approved  by the  Placement
Agent)  without  the  Placement  Agent's  prior  consent.  The  Placement  Agent
represents  that it is a  broker-dealer  properly  registered or licensed  under
applicable  federal and securities laws and regulations and under the securities
laws and  regulations  of the states in which the Shares will be offered or sold
by it. The Placement  Agent  covenants that it shall maintain such  registration
and/or license in full force and effect at all times hereunder.

The  Placement  Agent  agrees  that  (i) it  will  comply  with  the  applicable
requirements  of the  Act  (including  the  delivery  of a  Memorandum  to  each
prospective  subscriber as required by the Act) and the Securities  Exchange Act
of 1934 (the "1934  Act") and that it will not act in  contravention  of Section
4(2) of the Act or  Regulation  D, (ii) neither it nor any person  acting for it
will  give  any  information  or make  any  representations,  other  than  those
contained in the Offering  Documents  and (iii) it is not  authorized  to act as
agent for the Company for any purpose other than as expressly set forth herein.

The  Placement  Agent agrees to retain in its file,  for period of at least five
(5) years after  dissolution  of the Company,  information  which will establish
that each subscriber for Shares,  resident in those jurisdictions  requiring it,
falls within the permitted class of investors.  Such information shall remain on
file on-site for two (2) years and at an off-site storage facility for three (3)
years where such  documents may be retrieved  without  undue delay.  The Company
also agrees to maintain  documents for five (5) years after  dissolution  of the
Company  relating to  subscribers  Shares from which the Company  determined  to
admit them to the Company.

Any  controversy or claim arising out of or relating to this  Agreement,  or the
breach  thereof,  shall be settled by  arbitration  under the auspices of and in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  ("AAA").  The  arbitration  panel shall  consist of one  arbitrator
selected  from the  panel of  arbitrators  of the AAA.  Judgment  upon the award
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof.

This  Agreement  shall  commence  on the date  hereof and shall  continue  until
terminated  in accordance  herewith.  The  provisions  of this  Paragraph and of
Paragraphs 1, 3, 5, 6, 7(i), 9, 11, 13, 14 and 15 shall survive any  termination

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of this Agreement.  Upon such  termination,  the brokerage  commission and other
compensation  arrangements with regard to the then existing  subscriptions  will
continue.

The benefits of this Agreement,  including the  indemnification,  shall inure to
the benefit of the respective  successors and assigns and representatives of the
Company and the Placement Agent, and the obligations and liabilities  assumed in
this Agreement by the Company, and the Placement Agent and shall be binding upon
their respective successors and assigns.

This Agreement  shall be binding upon the parties when duly accepted and signed,
and shall be governed by and construed in accordance  with the laws of the State
of New York, without reference to that state's conflict of laws rules.

Any notice or other communication which is permitted or required hereunder shall
be duly and properly given if in writing and either delivered  personally to the
person to whom it is authorized to be given if sent by (i) nationally-recognized
over-night courier, postage prepaid, or (ii) by registered or certified mail (in
each case, return receipt requested,  postage prepaid), or (iii) by telecopy, as
follows:

                  If to the Placement Agent:

                           S. G. Martin Securities LLC
                           8 Broadway
                           Rock Point, NY 11778
                           Attention:  Emanuel Pantelakis
                           Telecopy:  _______________

                  with a copy to:

                           Joseph L. Pittera, Esq.
                           2214 Torrance Blvd.
                           Suite 101
                           Torrance, CA  90501

                  If to the Company:

                           SearchHelp, Inc.
                           1055 Stewart Avenue
                           Suite 12
                           Bethpage, NY  11714
                           Attn: William Bozsnyak


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                  with a copy to:

                           Tannenbaum Helpern Syracuse & Hirschtritt, LLP
                           900 Third Avenue, 13th Floor
                           New York, New York 10022
                           Attention:  Ralph A. Siciliano, Esq.
                           Telecopy:  (212) 371-1084


Should any party  hereto  notify the other  party in  accordance  herewith  of a
change in address,  such further  notices to such notifying  party shall then be
delivered or marked to such last address given.

     (a) This Agreement may not be amended or modified  except in writing signed
by the party against whom enforcement is sought.

     (b) The Company hereby consents to personal jurisdiction and to service and
venue in any court in which any claim  which is subject  to the  indemnification
provisions of this Agreement is brought against the Placement Agent or any other
Indemnified Person.

     (c) The Placement  Agent and the Company  waives all right to trial by jury
in any action, proceeding or counterclaim (whether based upon contract, tort, or
otherwise)  related to or arising out of the  engagement of the Placement  Agent
pursuant  to,  or  the  performance  by the  Placement  Agent  of  the  services
contemplated by this Agreement, including the indemnification provided herein.


This  Agreement  may be  executed in any number of  counterparts,  each of which
counterpart  shall  constitute an original  instrument,  and all of which,  when
taken together, shall constitute one and the same instrument.


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If the foregoing correctly sets forth the terms and conditions of our agreement,
please sign the enclosed copy of this agreement beneath the words "Agreed to and
Accepted" and return same to us.


Very truly yours,

SEARCHHELP, INC.


By:
   ----------------------------------------------
Name:  William Bozsnyak
Title:  President



Agreed to and Accepted:

S. G. MARTIN SECURITIES LLC


By:
   ----------------------------------------------
Name:  Emanuel Pantelakis
Title:  President



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