Rogers
Consulting Group

      
        
          

        

      

      Specialty
Securities Advisement



    October
28,2008

    


    Dr.
Alexander Gak

    BAETA
Corp.

    253
Warren Avenue

    Fort Lee,
NJ 07024

    


    RE: Amendment to Agreement for CFO
Services

    


    Dear Dr.
Gak:

    


    This
letter serves to memorialize the compensation parameters for increased service
provisions and obligations as follows:

    


    
      	
              1.

            	
              Services.

            


    

    
      	
               
      

            	
              a.

            	
              Capital
      Formation.

            


    

    
      	
               
      

            	
              i.

            	
              To
      act as independent agent to the Company for the purpose of securing an
      estimated $500,000 - $3,000,000 of equity, debt or equivalent form of
      operating capital from private capital
sources.

            


    

    
      	
               
      

            	
              b.

            	
              Market
      Makers.

            


    

    
      	
               
      

            	
              i.

            	
              To
      identify, negotiate, engage and oversee during the Term of any Agreement
      in effect with RCG Market-Makers to support the Company’s transition to
      the public markets.

            


    

    
      	
               
      

            	
              c.

            	
              Transfer
      Agents.

            


    

    
      	
               
      

            	
              i.

            	
              To
      identify, negotiate, engage and oversee during the Term of any Agreement
      in effect with RCG, a Transfer Agent to support the Company’s transition
      to the public markets.

            


    

    
      	
               
      

            	
              d.

            	
              Financial
      PR.

            


    

    
      	
               
      

            	
              i.

            	
              To
      identify, negotiate, engage and oversee during the Term of any Agreement
      in effect with RCG, an appropriate PR firm to enhance visibility for the
      Company’s products, services and public equity
  status.

            


    

    


    
      	
              2.

            	
              Fees.  Fees
      represent additional compensation to any other current Agreement(s) with
      RCG, not in-lieu-of any other compensation due, except for Item C(ii)(iv),
      which would supersede any other Agreement in force.  Capital may
      be formed in multiple tranches and varying times within the Term of this
      Amendment. Fees shall be due upon any tranche and based upon aggregate
      totals achieved during the Term of this
  Amendment.

            


    

    
      	
               
      

            	
              a.

            	
              Additional
      Cash Compensation: $1,500 / mo. Increase to begin November 15 and continue
      for the remainder of Term.

            


    

    
      	
               
      

            	
              b.

            	
              Equity
      Compensation: 152,000 common shares upon execution of
      Amendment.

            


    

    
      	
               
      

            	
              c.

            	
              Performance-based
      compensation for successful Capital
Formation.

            


    

    
      	
               
      

            	
              i.

            	
              Successful
      acquisition of $0 - $249,000

            


    

    
      	
               
      

            	
              i.

            	
              Success
      fee: 10% of capital raised

            


    

    
       

      Rogers
Consulting Group

      8251
Blackburn Avenue| Suite 4 | Los Angeles | CA | 90048

      Ph.
310.499.0552 | F. 323.852.7157

      Http://www.managesource.com
| CEO@managesource.com

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      
        Rogers
Consulting Group Services Amendment

      

       

    

    
    

    
      	
               
      

            	
              ii.

            	
               Fees
      may be paid in cash, stock or any combination thereof at the discretion of
      RCG

            


    

    
      	
               
      

            	
              iii.

            	
              Any
      fees elected by RCG to be paid in common shares will be paid at a
      conversion rate of $0.25/sh

            


    

    
      	
               
      

            	
              iv.

            	
              Fees
      to be paid to RCG within three (3) days of receipt of any funds by the
      Company

            


    

    
      	
               
      

            	
              ii.

            	
              Successful
      acquisition of $250,000 - $3,000,000 or
more

            


    

    
      
        
          	
                  
                  

                	
                  i.

                	
                  Success
      fee: 10% of capital
raised

                


        

      

    

    
      	
               
      

            	
               ii.

            	
              Fees
      may be paid in cash, stock or any combination thereof at the discretion of
      RCG

            


    

    
      	
               
      

            	
               iii.

            	
              Any
      fees elected by RCG to be paid in common shares will be paid at a
      conversion rate of $0.25/sh

            


    

    
      	
               
      

            	
               iv.

            	
              Extension
      of the current Agreement for CFO Services through December 31, 2009 at a
      rate TBD, but estimated at $10,000 cash/mo & 5,000 common equity
      shares / month

            


    

    
      	
               
      

            	
              v.

            	
              Fees
      to be paid to RCG within three (3) days of receipt of any funds by the
      Company

            


    

    


    
      	
              3.

            	
              Term
      & Exclusivity.

            


    

    
      	
               
      

            	
              a.

            	
              Exclusivity:
      Non – Exclusive

            


    

    
      	
               
      

            	
              b.

            	
              Term.
      The Term shall be guided by the overlying Agreement for CFO services,
      except in the following instance:

            


    

    
      	
               
      

            	
              i.

            	
              The
      Term for performance of duties per Item 1(a): Capital Formation shall be
      1-year.  Fees due for success of Item 1(a) from any sources
      identified and presented by RCG shall survive for a period of three (3)
      years from the date herein, at the rates above in Item
  2.

            


    

    


    
      	
              4.

            	
              Severability
      & Termination.  The Parties agree that this Amendment is
      severable from the Agreement, and that any lack of success in formation of
      capital does not itself alone constitute lack of performance, nor preclude
      the Parties from any mutually agreed extensions, amendments or
      modifications at the appropriate anniversary date of the Term, per the
      primary Agreement. This Amendment may be separately terminated, extended
      or amended in accordance with the Termination provisions provided in the
      Agreement.

            


    

    


    I look
forward to reviewing this proposal for Amendment to our existing working
relationship at your earliest convenience.

    


    Sincerely,

    

    
Douglas A
Rogers, President

     

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      Rogers
Consulting Group Services Amendment

       

    

    
      Rogers
Consulting Group

       

    

    Amendment
Accepted this 28th Day of October, 2008:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              

                            	 	 
      
	 	 	 
	
                              Signature
      – Rogers Consulting Group

                            	 	
                              Signature
      – BAETA
Corp.

                            


                    

                  

                

              

            

          

        

      

    

     

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