Exhibit
      10.46

    


    Placement
      Agent Agreement

    


    June
      25,
      2007        

    


    DrTattoff,
      LLC

    8500
      Wilshire Blvd – Street
      Level
      Suite 105

    (SW
      Corner of Wilshire at La Cienega)

    Beverly
      Hills, CA 90211

    Attention:
      James Morel

    


    Dear
      James,

    


    We
      are
      pleased that Dr. Tattoff (together with its subsidiaries and affiliates, the
      “Company”) has selected Brookshire Securities Corporation (“The Placement
      Agent”) to act as its exclusive financial advisor and placement agent to assist
      the Company in connection with a best efforts private placement (the
      "Financing") of up to $3,500,000 of the Company’s equity securities (the
      "Securities"). This letter will confirm our acceptance of such retention and
      set
      forth the terms of our engagement.

    


    1.
      Retention; Terms of Financing. (a) The Company hereby retains Brookshire
      Securities Corp. (The Placement Agent) as its exclusive financial advisor and
      placement agent in connection with the proposed Financing and The Placement
      Agent accepts such retention on the terms and conditions set forth in this
      Agreement. As currently contemplated, the Financing shall consist of the sale
      of
      up to $3,500,000 of Securities. The actual size of the Financing, the terms
      of
      the Securities, the precise number of Securities to be offered by the Company
      and the offering price shall be subject to a variety of factors, including
      the
      capitalization and financial condition of the Company, changes in the Company's
      prospects and forecasts, market and general economic conditions and the results
      of negotiations with potential investors.

    


    (b) In
      its
      capacity as exclusive financial advisor and placement agent in connection with
      the Financing, The Placement Agent shall (i) familiarize itself with the
      business, operations, properties, financial condition, management and prospects
      of the Company; (ii) assist the Company in developing an appropriate structure
      for the Financing; (iii) introduce the Company to potential investors and
      contact potential investors on the Company’s behalf; (iv) assist the Company in
      any discussions and negotiations with potential investors; and (v) assist the
      Company in closing the Financing. Except as provided on Schedule 1(b) hereto,
      the Company will not contact or solicit potential investors with respect to
      the
      Financing or pursue any financing transaction in lieu of the Financing, and
      the
      Company shall refer all inquiries and offers received, directly or indirectly,
      with respect to the Financing or any financing transaction in lieu of the
      Financing to The Placement Agent (all such inquiries and offers, including
      all
      inquiries and offers which the Company may have received concerning an
      investment in the Company prior to the date hereof, being deemed to have been
      contacted by The Placement Agent in connection with the Financing). It is
      understood that upon termination of this Agreement, the Company shall have
      the
      right to contact or solicit potential investors with respect to the Financing
      in
      an effort to complete the sale the minimum amount, subject to the Company
      providing the Placement Agent with 50% of the compensation the Placement Agent
      is otherwise entitled to receive under Section 3(b), 3(c) and 4 of this
      Agreement on any such amount that the Company rises in this
      effort.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      May
        9,
        2007

      Page
        2

       

    

    (c) Closing
      Conditions. As a condition precedent to the obligations of the Placement Agent
      to close any financing, the Company shall:

    


    (i)
      furnish to the Placement Agent the opinion, dated the Closing Date, of its
      counsel, which opinion shall be reasonably acceptable to the Placement Agent
      and
      its counsel

     

    (ii)
      deliver and execute a closing certificate from the president or chief executive
      officer of the Company containing standard representations and warranties of
      the
      Company for a transaction of this nature which shall be true and correct on
      and
      as of the Closing.

     

    2.
      Information; Offering Materials. (a) In connection with The Placement Agent’s
      activities hereunder, the Company will furnish The Placement Agent and its
      counsel upon request with all relevant information regarding the business,
      operations, properties, financial condition, management and prospects of the
      Company (all such information so furnished being hereinafter referred to as
      the
“Information”), and with a private placement memorandum with respect to the
      Company and the Financing in a form acceptable to The Placement Agent (such
      memorandum, including any exhibits, amendments and supplements thereto, all
      documents incorporated by reference therein and all other documents, instruments
      and communications prepared for or otherwise used in connection with the
      Financing being hereinafter referred to as the “Offering Materials”). The
      Company shall also provide The Placement Agent with access to the Company’s
      officers, directors, employees, accountants and legal counsel. The Company
      acknowledges and agrees that The Placement Agent’s obligations under this
      Agreement are subject to the satisfactory completion by The Placement Agent
      of
      its due diligence review of the Company and the Offering
      Materials.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      May
        9,
        2007

      Page
        3

       

    

    (b)
      The
      Company represents and warrants to The Placement Agent that (i) all Information
      and the Offering Materials 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,
      and (ii) any projections and other forward-looking information provided by
      it to
      The Placement Agent 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 The Placement Agent: (1)
      will use and rely primarily on the Information, 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; (2) is authorized as the Company's exclusive financial advisor and
      placement agent 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 The Placement Agent for transmission to any
      prospective investor by or on behalf of the Company or by any of the Company’s
      officers, representatives or agents, in connection with the performance of
      The
      Placement Agent’s services hereunder or any transaction contemplated hereby; (3)
      does not assume responsibility for the accuracy or completeness of the
      Information or Offering Materials and such other information; (4) will not
      make
      an appraisal of any assets of the Company; and (5) retains the right to continue
      to perform due diligence during the course of its engagement
      hereunder.

    


    3.
      Compensation. Except as set forth in Section 3(e) hereof, as consideration
      for
      The Placement Agent’s services pursuant to this Agreement, The Placement Agent
      shall be entitled to receive, and the Company agrees to pay The Placement Agent,
      the following compensation:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      May
        9,
        2007

      Page
        4

       

    

    (a)
      The
      Company shall pay to The Placement Agent, upon execution of this Agreement,
      an
      engagement fee of $5,000, which fee shall be non-refundable but shall be applied
      against The Placement Agent’s expenses as set forth in Section 4
      hereof.

    


    (b)
      Upon
      closing of the Financing, the Company shall pay to The Placement Agent, in
      cash,
      a fee in an amount equal to 8% of the aggregate gross proceeds raised in the
      Financing. If any portion of the proceeds raised in the Financing are not paid
      to the Company at the closing of the Financing but rather is deferred until
      a
      later date or satisfaction of a condition precedent, the placement fee relating
      to such deferred proceeds shall be paid by the Company upon receipt of the
      deferred proceeds. If the Financing is consummated by means of more than one
      closing, The Placement Agent shall be entitled to the fees provided herein
      with
      respect to each such closing.

    


    (c)
      The
      Company shall grant and deliver to The Placement Agent (or its designated
      nominees) at the closing of the Financing, for nominal consideration, warrants
      (the “Warrants”) to purchase a number of shares of the Company's Common Stock
      equal to 10% of the number of Units (and/or shares of Common Stock issuable
      upon
      exercise of securities or upon conversion or exchange of convertible or
      exchangeable securities) sold at such closing. If the Financing is consummated
      by means of more than one closing, The Placement Agent shall be entitled to
      receive additional Warrants at each additional closing. The Warrants shall
      be
      exercisable at any time during the five-year period commencing on the closing
      to
      which they relate at an exercise price equal to the exercise price paid by
      investors in the Financing or, in the case of exercisable, convertible, or
      exchangeable securities, the exercise, conversion or exchange price thereof,
      and
      shall contain provisions, including, without limitation, those pertaining to
      cashless exercise, anti-dilution protection and demand and piggyback
      registration rights, customarily contained in warrants received by The Placement
      Agent in similar transactions.

    


    (d)
      Notwithstanding any termination of this Agreement pursuant to the terms hereof
      or otherwise, if within 6 months from the effective date of termination of
      this
      Agreement, the Company enters into a definitive commitment relating to the
      Financing or any financing transaction in lieu of the Financing (or any portion
      thereof) with any investor to whom the Company was introduced by The Placement
      Agent or who was contacted by The Placement Agent, with the exception of any
      investors introduced to The Placement Agent by the Company or by any other
      selling group member, in connection with the Financing, the Company shall pay
      to
      The Placement Agent fees in accordance with the terms and provisions of Section
      3(b) and grant and deliver to The Placement Agent (or its designated nominees)
      Warrants in accordance with the terms and provisions of Section
      3(c).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      May
        9,
        2007

      Page
        5

       

    

    (e)
      In
      the event any financing hereunder is closed with any of the investors listed
      on
      Schedule 1(b), the compensation due the Placement Agent as set forth in Sections
      3 (b) and (c) hereof and Section 4 below shall each be reduced by 50%.


    


    (f)
      The
      Placement Agent will not be entitled to any compensation of any kind upon the
      exercise of any Warrants.

    


    4.
      Expenses. In addition to payment to The Placement Agent of the compensation
      set
      forth in Section 3 hereof, the Company shall pay the Selling Agent at each
      Closing a non-accountable expense allowance (the “Expense Allowance”) of 2.0% of
      the aggregate dollar value of Units sold at such Closing. Non-accountable
      expense allowance is for the reimbursement of The Placement Agents expenses
      including, without limitation, legal fees of the Placement Agent counsel and
      all
      travel and other of pocket expenses incurred by The Placement Agent in
      connection with this engagement. Without limiting the foregoing, it is agreed
      that all “blue sky” filing fees, printing costs, due diligence meetings,
      registration expenses and qualification expenses shall be paid directly by
      the
      Company.

    


    5.
      Certain Matters Relating to the Financing; Other Actions. (a) The parties
      acknowledge that it is their intention that the Financing shall be conducted
      so
      as to be exempt from the registration requirements of the Securities Act of
      1933
      (the "Act"). It is understood that investors in the Financing shall be
      "accredited investors" or fall within other categories sanctioned by Regulation
      D under the Act. The Company shall be responsible for ensuring that the sale
      of
      the Securities shall be exempt from the registration requirements of the Act
      and
      will otherwise comply with the applicable provisions of the Act and any
      regulations thereunder and any applicable laws and requirements of any country,
      state or other jurisdiction. Without limiting the foregoing, the Company
      represents and warrants that it has not, and agrees that it will not, directly
      or indirectly, engage in any form of general solicitation, general advertising
      or directed selling efforts. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      May
        9,
        2007

      Page
        6

       

    

    (b) The
      sale
      of the Securities pursuant to the Financing shall be made pursuant to the terms
      of a purchase agreement or subscription agreement (each a “Purchase Agreement”)
      in form satisfactory to The Placement Agent. The Company represents and warrants
      that (i) the representations and warranties contained in each Purchase Agreement
      will be true and correct in all respects on the date such Purchase Agreement
      is
      entered into and as of the closing date of the sale of the Securities to which
      such Purchase Agreement relates, and (ii) The Placement Agent shall be entitled
      to rely on such representations and warranties (and on the representations
      and
      warranties contained in any of the other Offering Materials) as if they were
      made directly to The Placement Agent. The Placement Agent shall also be entitled
      to rely upon any opinions of counsel delivered to any purchaser of the
      Securities, including, without limitation, any opinions relating to the
      Registration Statement (as defined below)] 

    


    (c) Within
      45
      days after the closing of the reverse merger, the Company shall prepare and
      file, at the Company’s sole cost and expense, a registration statement with the
      Securities and Exchange Commission registering the resale of the shares of
      common stock underlying the Securities (the “Registration Statement”) and shall
      use its best efforts to cause the Registration Statement to be declared
      effective within 120 days from the closing of the Reverse Merger. The Company
      shall keep such Registration Statement effective until the earlier of (i) the
      date that all of the securities covered thereby have been sold, and (ii) two
      years from the effective date thereof, and shall comply with all of the other
      requirements with respect thereto set forth in the Purchase Agreements, all
      at
      the Company’s sole cost and expense.

    


    (d) During
      the period this Agreement remains in effect, and for a period of 1 year after
      the effective date of the Registration Statement, neither the Company nor any
      officer, director or person or entity who beneficially owns five percent or
      more
      of the common stock of the Company shall offer, issue, sell, contract to sell,
      grant any option for the sale of or otherwise dispose of any securities without
      The Placement Agent’s prior written consent, except for the Securities, the
      issuance of options or restricted stock awards under the Company’s or its
      successor’s employee stock incentive plans, and shares of common stock upon the
      exercise of any such stock options and any currently outstanding
      options.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      May
        9,
        2007

      Page
        7

       

    

    (e) The
      Company shall also execute and/or deliver such other instruments, documents
      and
      agreements (including, without limitation, delivery of such legal opinions
      and
      accountants’ “comfort letters” as The Placement Agent may request) and take such
      other action as The Placement Agent may reasonably request in connection with
      the provision of its services hereunder and the consummation of the Financing
      or
      an Alternative Transaction.

    


    6.
      Indemnification. The Company agrees to indemnify The Placement Agent in
      accordance with the indemnification and other provisions (the “Indemnification
      Provisions”) attached to this Agreement, which provisions are incorporated
      herein by reference and shall survive the termination or expiration of this
      Agreement. 

     

    7.
      Termination; Survival of Provisions. This Agreement will terminate upon the
      earlier of: 1.) the closing of the Financing 2.) Any time upon 30 days’ prior
      written notice by The Placement Agent or the Company to the other party or
      3.)
      60 days from the signing of the Placement Agent Agreement.

    


    8.
      In the
      event of such termination, the Company shall pay and deliver to The Placement
      Agent (i) all compensation earned through the date of such termination
      (“Termination Date”) pursuant to any provision of Section 3 hereof, and (ii) all
      compensation which may be earned by The Placement Agent after the Termination
      Date pursuant to Section 3(d) hereof, and shall reimburse The Placement Agent
      for expenses incurred by The Placement Agent up to a maximum of $25,000 in
      documented expenses in connection with its services hereunder pursuant to
      Section 4 hereof, provided, however that should the Company breach this
      Agreement, cap on documented expenses shall be increased to $75.000. All such
      fees and reimbursements due to The Placement Agent pursuant to the immediately
      preceding sentence shall be paid to The Placement Agent 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 the Financing or Alternative
      Transaction or any applicable portion thereof (in the event such fees are due
      pursuant to the terms of Section 3(d hereof). Notwithstanding anything expressed
      or implied herein to the contrary, the terms and provisions of Sections 3(d),
      4,
      6 (including, but not limited to the Indemnification Provisions attached to
      this
      Agreement and incorporated herein by reference), 8, 9, 10, 11, 12, 13, 14 and
      15
      shall survive the termination of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      May
        9,
        2007

      Page
        8

    

     

    9.
      Notices. All notices provided hereunder shall be given in writing and either
      delivered personally or by overnight courier services or sent by certified
      mail,
      return receipt requested, if to The Placement Agent, to 4 West Las Olas Blvd.
      Suite 800 Ft. Lauderdale Florida 33308 and if to the Company, to the address,
      and to the attention of the person, set forth on the first page of this
      Agreement. Any notice delivered personally shall be deemed given upon receipt;
      any notice given by overnight courier shall be deemed given on the next business
      day after delivery to the overnight courier; and any notice given by certified
      mail shall be deemed given upon the second business day after certification
      thereof.

    


    10.
      Governing Law; Jurisdiction: Waiver of Jury Trial. This Agreement shall be
      governed by and construed in accordance with the laws of the State of Florida
      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 Florida or the United States District
      Court for the southern district of the State of Florida 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 9 hereof. The parties hereby expressly waive any and all rights to
      trail
      by jury in any suit, action or proceeding arising under this
      Agreement.

    


    11.
      Amendments. This Agreement may not be modified or amended except in a writing
      duly executed by the parties hereto.

    


    12.
      Headings. The section headings in this Agreement have been inserted as a matter
      of reference and are not part of this Agreement.  

    


    13.
      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 The Placement Agent nor
      the
      Company shall assign any of its obligations hereunder without the prior written
      consent of the other party.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      May
        9,
        2007

      Page
        9

       

    

    14.
      No
      Third Party Beneficiaries. This Agreement does not create, and shall not be
      construed as creating, any right enforceable by any person or entity not a
      party
      hereto, except those entitled to the benefits of the Indemnification Provisions.
      Without limiting the foregoing, the Company acknowledges and agrees that The
      Placement Agent is not being engaged as, and shall not be deemed to be, an
      agent
      or fiduciary of the Company’s stockholders or creditors or any other person by
      virtue of this Agreement or the retention of The Placement Agent hereunder,
      all
      of which are hereby expressly waived.

    


    15.
      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.

    


    16.
      Press
      Announcements. At any time after the consummation or other public announcement
      of the Financing or any Alternative Transaction, The Placement Agent may place
      an announcement in such newspapers and publications as it may choose, stating
      that The Placement Agent has acted as exclusive financial advisor and/or
      placement agent to the Company in connection with the Financing or such
      Alternative Transaction. 

    


    17.
      Counterparts. For the convenience of the parties this Agreement may be executed
      in any number of counterparts, 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      May
        9,
        2007

      Page
        10

       

    

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

    


    
      	
              Very
                truly yours,

            
	 
	
              /s/
                Peter S. Chung

            
	 
	
              By:

            	
              Peter
                S. Chung

            
	 	
              Name:
                Peter S. Chung

            
	 	
              Title:
                Managing Director

            


    

    


    Confirmed
      and Agreed to this

    _____
      day
      of _________, ____.

     

    DRTATTOFF,
      LLC

     

    
      	
              By:

            	
              /s/
                James Morel

            
	 	
              Name:
                James Morel

            
	 	
              Title:
                CEO

            


    

    


    Indemnification
      Provisions (attached)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDEMNIFICATION
      PROVISIONS

    


    DrTattoff,
      LLC (the “Company”) agrees to indemnify and hold harmless Brookshire Securities
      Corp. (“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 and all 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”), directly or indirectly, caused by, relating to, based
      upon, arising out of, or in connection with, The Placement Agent’s acting for
      the Company, including, without limitation, any act or omission by The Placement
      Agent in connection with its acceptance of or the performance or non-performance
      of its obligations under the Agreement between the Company and The Placement
      Agent to which these indemnification provisions are attached and form a part
      (the “Agreement”), any breach by the Company of any representation, warranty,
      covenant or agreement contained in the Agreement (or in any instrument,
      certificate, document or agreement relating thereto), or the enforcement by
      The
      Placement Agent of its rights under the Agreement or these indemnification
      provisions, except to the extent that any such Losses are found in a final
      judgment by a court of competent jurisdiction (not subject to further appeal)
      to
      have resulted primarily and directly from the gross negligence or willful
      misconduct of the Indemnified Party seeking indemnification hereunder. The
      Company also agrees that no Indemnified Party shall have any liability (whether
      direct or indirect, in contract or tort or otherwise) to the Company for or
      in
      connection with the engagement of The Placement Agent by the Company or for
      any
      other reason, except to the extent that any such liability is found in a final
      judgment by a court of competent jurisdiction (not subject to further appeal)
      to
      have resulted primarily and directly from such Indemnified Party’s gross
      negligence or willful misconduct.

    


    These
      indemnification provisions shall extend to the following persons (collectively,
      the “Indemnified Parties”): The Placement Agent, its present and former
      affiliated entities, managers, members, officers, employees, legal counsel,
      agents and controlling persons (within the meaning of the federal securities
      laws), and the officers, directors, partners, stockholders, members, managers,
      employees, legal counsel, agents and controlling persons of any of them. 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; provided,
      however,
      that
      any failure by an Indemnified Party to notify the Company shall not relieve
      the
      Company from its obligations hereunder. An Indemnified Party shall have the
      right to retain counsel of its own choice to represent it, and the 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 Company’s written consent. The Company shall
      not, without the prior written consent of The Placement Agent, 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.

    


    In
      order
      to provide for just and equitable contribution, if a claim for indemnification
      pursuant to these indemnification provisions is made but it is found in a final
      judgment by a court of competent jurisdiction (not subject to further appeal)
      that such indemnification may not be enforced in such case, even though the
      express provisions hereof provide for indemnification in such case, then the
      Company shall contribute to the Losses to which any Indemnified Party may be
      subject (i) in accordance with the relative benefits received by the Company
      and
      its stockholders, subsidiaries and affiliates, on the one hand, and the
      Indemnified Party, on the other hand, and (ii) if (and only if) the allocation
      provided in clause (i) of this sentence is not permitted by applicable law,
      in
      such proportion as to reflect not only the relative benefits, but also the
      relative fault of the Company, on the one hand, and the Indemnified Party,
      on
      the other hand, in connection with the statements, acts or omissions which
      resulted in such Losses as well as any relevant equitable considerations. No
      person found liable for a fraudulent misrepresentation shall be entitled to
      contribution from any person who is not also found liable for fraudulent
      misrepresentation. The relative benefits received (or anticipated to be
      received) by the Company and it stockholders, subsidiaries and affiliates shall
      be deemed to be equal to the aggregate consideration payable or receivable
      by
      such parties in connection with the transaction or transactions to which the
      Agreement relates relative to the amount of fees actually received by The
      Placement Agent in connection with such transaction or transactions.
      Notwithstanding the foregoing, in no event shall the amount contributed by
      all
      Indemnified Parties exceed the amount of fees previously received by The
      Placement Agent pursuant to the Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Neither
      termination nor completion of the engagement of The Placement Agent referred
      to
      above 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.