**OFFICE
      SERVICES AGREEMENT**





between





**WACKER
      DRIVE EXECUTIVE SUITES, LLC**





and





**20/20
      Technologies, Inc.**





dated





**March
      1, 2006**


Page 1 of 
          18
 
 WES
          initial __________ Client initial __________


**OFFICE
      SERVICES AGREEMENT**





THIS
      AGREEMENT (“Agreement”) is made as of this **1st,** day
      of **March,
      2006.**




**WACKER
      DRIVE EXECUTIVE SUITES, LLC** ("WES"),
      having offices at 125
      S.
      Wacker Drive, Suite 300 Chicago, IL 60606, WES
      hereby grants use of office space during the term of this agreement to **20/20
      Technologies, Inc** ,
      a/an **Delaware,
      Corporation** ("Client"),
      use and occupancy of Suite Number(s) **319
      a,b,c** (the
      "Premises") and the privilege to use the common areas within Wacker Drive
      Executive Suites which will be shared with other Clients as WES may designate,
      all subject to the conditions hereinafter set forth.





1.  **Use**





Client
      accepts the foregoing grant and agrees that it shall use and occupy the Premises
      only for the purpose of an office. Client may not use the Premises for any
      illegal or immoral purpose. Client warrants that it has whatever governmental
      licenses as may be required to operate its business.





2.  **Term**




The
      term
      of this Agreement shall be for a period of **6
      months** commencing
      on **March 1, 2006** and
      ending on **August
      31, 2006** ,
      (“Termination Date”).




3.  **Contract
      Charges**





During
      the term of this Agreement, Client shall pay WES the monthly Contract Charges
      of
      $ **3120
      (with a $520 rent credit per month for the initital term of this Agreement),** the
      Furniture Package Pursuant to Paragraph 5 of $ **0,** and
      the
      communication Package Pursuant to Paragraph 6 of $ **485,** payable
      in advance on the first day of each calendar month during the term of this
      Agreement. The Contract Charges, Furniture Package and Communication Package
      shall be prorated for any fractional period within the Agreement term. Contract
      Charges are based upon one (1) **** person
      occupancy. Client
      shall pay additional Contract Charges for each additional person(s) occupying
      the office at the rate of ten percent (10%) of the Base Contract Charges.  A **$N/A** non-refundable
      Communications setup charge will be required to commence this Agreement. Total
      monthly Contract Charges, Furniture Package, Communication Package, Communications
      setup charge and all
      other charges due under this Agreement, shall be payable without set-off or
      deduction to WES, at the office, or to such other person or entity or such
      other
      place as WES may direct in writing.





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          initial __________ Client initial __________




4.  **Retainer**





As
      security for the faithful performance by Client of all of the terms and
      conditions upon the Client's part to be performed, Client has this day deposited
      with WES the sum of **$3725** in
      U.S.
      Funds which shall be returned to Client, without interest, within sixty (60)
      days of the termination of the Agreement, provided that Client has fully and
      faithfully performed all of the terms, covenants and conditions on its part
      to
      be performed. WES shall have the right (but not the obligation) to apply any
      part of said deposit to cure any default of Client and if WES does so, Client
      shall upon demand, deposit with WES the amount so applied so that WES shall
      have
      the full deposit on hand at all times during the term of this Agreement or
      any
      subsequent renewal. Client may not apply said deposit to last month's Contract
      Charges. WES shall have the right to apply said Deposit to any damages to the
      Premises, other than normal wear, upon Client vacating.





In
      the
      event of a sale of WES, subject to this Agreement, WES shall have the right
      to
      transfer this deposit to the vendee or Client and WES shall be considered
      released by the Client from all liability for the return of such deposit and
      Client shall look solely to the new entity for the return of the said security,
      and it is agreed that this shall apply to every transfer or assignment made
      of
      the deposit to a new entity.





5.  **Furniture
      Package**





Furniture
      package is based on the following items:





**ITEM**
            **QTY**
            **MONTHLY
                CHARGE**Executive
                U Desk
            2
            IncludedExecutive
                Desk
            0Conference
                Desk
            0Executive
                Chair
            3
            IncludedGuest
                Chairs
            4
            IncludedCredenza
            02-Drawer
                Lateral File
            02-Shelf
                Bookcase
            03-Shelf
                Bookcase
            0Total
            9
            Included




6.  **Communications
      Package**





Client
      shall pay to WES for the communications package, per month as follows: Prices
      are subject to change without notice.




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          initial __________ Client initial __________








**Item**
            
            **Qty**
            
            **Cost**
            
            **Total**Individual
                DID Direct Dial to Office & Telephone Instrument
            
            
            3
            
            $
            75
            
            $
            225One
                Company DID Answered by Reception & Released
            
            
            0
            
            $
            50
            
            $
            0One
                Telephone Instrument (Answer & Release)
            
            
            0
            
            $
            100
            
            $
            0One
                Telephone Instrument (Answer & Screened)
            
            
            0
            
            $
            150
            
            $
            0Fax
                Line
            
            
            1
            
            $
            35
            
            $
            35Modem
                Line
            
            
            0
            
            $
            35
            
            $
            0Internet
                Connection for websurfing & email
            
            
            0
            
            $
            95
            
            $
            0Internet
                Connections for websurfing & email (2 or more)
            
            
            3
            
            $
            75
            
            $
            75Total
            
            
            7
            
            
            
            
            $
            485





7.  **Communications
      Services**





All
      telephone equipment and services shall be provided by the WES. Client shall
      be
      billed and pay for all local and long distance usage charges applicable to
      all
      telephone, fax or modem lines, at rates as shown in table below. Client shall
      not independently arrange for any telephone service, telephone, fax or modem
      lines or equipment.





Local
                (A band)
            $
                .05
            Per
                MINUTELocal
                (B band)
            $
                .07
            Per
                MINUTELocal
                Long Distance (C band)
            $
                .08
            Per
                MINUTELong
                Distance (Domestic)
            $
                .11
            Per
                MINUTEInternational
            varies
            Per
                MINUTEDirectory
                Assistance
            $
                .95
            Each


Rates
      are
      subject to change without notice.





8.  **Insurance** ****





Prior
      to
      taking occupancy of the Premises, Client shall provide WES with evidence that
      Client has in full force and effect for the entire term of this Agreement public
      liability insurance for injury or death to persons or damage to property, which
      insurance shall name WES as an additional insured, and shall be in amounts
      and
      issued by an insurance company reasonably acceptable to WES. Client shall also
      be responsible for insuring all of its personal property located in and about
      the Premises against loss from any cause whatsoever.





9.  **Renewal**





Provided
      Client is not in default of this Agreement, and upon the termination date set
      forth herein, this Agreement shall be renewed for the same period of time at
      the
      renewal rate of **5 % over the base Contract Charges of $ 3120** upon
      the
      same terms and conditions specified herein, unless either party notifies the
      other in writing by certified or registered mail sixty (60) days prior to the
      expiration date that the Agreement will not be renewed. Each subsequent term
      will be at a renewal rate of 5% over the base contract charges of the previous
      term.




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          initial __________ Client initial __________




10.  **Possession**





If
      WES
      for any reason, cannot deliver possession of the Premises to Client at the
      commencement of the Agreement term, WES shall not be liable to Client for any
      loss or damage resulting there from, but there shall be a Contract Charges
      abatement for the period between commencement of the Agreement term and the
      time
      when WES does deliver possession.





11.  **Services
      Included**





During
      the term of this Agreement, and so long as all sums owing to WES under this
      Agreement are paid on a current basis, the services listed in Schedule "A"
      on
      Exhibit "A" attached hereto, will be provided by WES to the Client during WES’
normal business hours without additional charge. Subject to the foregoing,
      WES
      will use it’s best efforts to furnish such services from 8:00 a.m. to 5:00 p.m.
      Monday through Friday excepting holidays designated by WES and excluding any
      days when an act of nature or governmental decree prevents WES from providing
      such service. WES’ inability to provide any services hereunder for the foregoing
      reasons or any other reason beyond the control of WES, or because all sums
      owing
      to WES hereunder are not current, shall not relieve Client form its obligation
      to pay Contract Charges or from any other obligation otherwise hereunder.





12.  **Additional
      Services**





Additional
      services provided by WES as shown in Schedule "B" on Exhibit "A" **** attached
      hereto, are available to Client at the charges listed in WES' business services
      price list, attached hereto as Exhibit "C". All charges for additional services
      used by Client will be billed monthly, shall be considered additional Contract
      Charges, and shall be due and payable, together with the total monthly Contract
      Charges ,
      on the
      first day of each calendar month and are
      subject to change without notice.





13.  **Late
      Payment Charge**





Payment
      for Contract
      Charges and
      Additional Services is due by the close of business on the first day of each
      month. In the event that Client is late five (5) calendar days in paying the Contract
      Charges ,
      as
      stated in paragraph 3, or for the Additional Services rendered and invoiced
      in
      accordance with paragraph 12, **** Client
      shall pay to WES a late payment charge of $50.00 to compensate WES for the
      additional expenses associated with late payments. **In
      the event that Client is late fifteen (15) calendar days in paying the** **Contract
      Charges** **,
      as stated in paragraph 3, or for the Additional Services rendered and invoiced
      in accordance with paragraph 12, at 5:PM on the fifteenth (15) calendar, all
      services will be terminated until payment is received. In the event services
      are
      terminated, there will be a reinstatement fee of $50. Continued late payments
      will result in an increase in the amount of service retainer required.** Checks
      returned "NSF" shall be assessed a $50 re-depositing fee and WES shall have
      the
      right to require that all future payments due to WES from Client be made in
      cash
      or certified funds only. Client shall also pay interest on any sums due but
      not
      paid by the tenth (10th) day of the month at the rate of 18% per annum (or
      the
      highest amount permitted by law if lower) from the date due until
      paid.




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          initial __________ Client initial __________


14.  **Defaults
      and Remedies**





Any
      of
      the following events shall constitute a default on the part of the Client:
      (1) failure to pay when due Contract
      Charges or
      Additional Services charges, including any late payment assessments due; (2)
      any
      breach or failure of the Client to observe or perform any of its other
      obligations hereunder; or (3) the Client dies, abandons the Premises, commits
      an
      act of bankruptcy, becomes insolvent, makes an assignment for the benefit of
      creditors, or offers a composition or extension of any of its
      indebtedness.





Upon
      the
      occurrence of any such default, WES or its agents shall have the right to
      exercise any one or more of the following remedies in addition to any other
      rights or remedies available under this Agreement or under law: (A) To apply
      Client's Retainer to the unpaid Contract
      Charges, Additional Services or any obligations of Client; (B) To re-enter and take
      possession of said the Premises and remove all persons and property therefrom,
      without being deemed to have committed any manner of trespass, and re-assign
      said Premises or any part thereof, for all or any of the remainder of said
      term
      at Contract
      Charges that WES
      may, be able to obtain; and (C) to demand and sue to recover damages for
      Client's default.





Should
      the Premises not be re-assigned or should the Contract
      Charges be less
      than that which Client was obligated to pay under this Agreement, Client shall
      pay the amount of such deficiency to WES, plus re-assigning expenses. Client
      hereby waives any and all damages occasioned by such taking of possession by
      WES. Any such taking of possession shall not constitute a termination of this
      Agreement and shall not relieve Client of its obligations hereunder unless
      WES
      expressly so notifies Client in writing.





15.  **WES’
      Lien** ****





WES
      shall
      have, at all times, a valid security interest to secure payment of Contract
      Charges and
      other sums becoming due under this Agreement to WES. To secure payment of such
      sums, Client does hereby grant to WES a first and prior lien upon all equipment,
      furniture, fixtures and other personal property of Client which is now on the
      Premises, or which is placed on the Premises at some later date and all proceeds
      from such personal property (said property hereinafter called "Lien Property"),
      Client covenants that he shall not remove such property from the Premises at
      any
      time when any sums are due WES under this Agreement.




Page 6 of 
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 WES
          initial __________ Client initial __________




Should
      Client fail to pay any sum due under this Agreement on or before the expiration
      of fifteen (15) days following its due date, WES may enter the Premises, take
      possession of the Lien Property, store the Lien Property, as WES may see fit,
      and sell the Lien Property at public or private sale, with or without having
      the
      property at such sale. WES shall give Client ten (10) days written notice of
      any
      private sale by mailing, certified mail return receipt requested, notice of
      the
      time and place of sale to the address for notices appearing in this Agreement.
      The proceeds of any such sale, less expenses of conducting such seizure and
      sale, shall be applied as a credit against accrued and future sums as may be
      due
      or become due under this Agreement.





Upon
      request by WES, Client agrees to execute and deliver to WES a financing
      statement in form sufficient to perfect the lien herein granted under the
      provisions of the uniform commercial code of the State of Illinois. The security
      interest herein granted is not intended to waive any statutory lien as may
      be
      available to WES, but is in addition thereto.





16.  **Property
      on Premises** ****





All
      property left in the office for more than fifteen (15) days after the expiration
      of this Agreement or any month-to-month arrangement will be subject to
      reasonable storage charges. If said property is left for more than thirty (30)
      days after the expiration of this Agreement, the subject property will be deemed
      to be abandoned and shall be disposed of by WES in any manner WES may deem
      fit.
      Client waives any right to prior notice regarding disposition of abandoned
      property.





17.  **Confession
      of Judgment**





Client
      hereby irrevocably constitutes and appoints any attorney of any court of record
      in this State, to be his true and lawful attorney for him and in its name and
      stead, to enter its appearance in any suit or suits that may be brought in
      any
      court in this State at any time when any money is due hereunder for Contract
      Charges or
      otherwise, to waive the issuing of process of service thereof and trial by
      jury
      or otherwise, and to confess a judgment or judgments for such money so due
      and
      for costs of suit and for reasonable attorney's fees in favor of WES, and to
      release all errors that may occur or intervene in such proceedings, including
      the issuance of execution upon any such judgment, and to stipulate that no
      writ
      of error or appeal shall be prosecuted from such judgment or judgments, nor
      any
      bill in equity filed, nor any proceedings of any kind taken in law or equity
      to
      interfere in any way with the operation of such judgment or judgments or of
      execution issued thereon and to consent that execution may immediately issue
      thereon.




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          initial __________ Client initial __________




18.   **HVAC
      Standards**





The
      Building HVAC System serving the Premises is designed to maintain average
      temperatures within the Premises during Ordinary Business Hours of (1) not
      less
      than 70 degrees F. during the heating season when the outdoor temperature is
      -10
      degrees F. or more and (ii) not more than 76 degrees F. during the cooling
      season when the outdoor temperatures are 94 degrees F. dry bulb and 74 degrees
      F. wet bulb.





The
      HVAC
      System is designed based upon (i) electrical usage of 5 watts per useable square
      foot for all purposes (lighting and power) and (ii) a population load per floor
      of not more than one person per 125 square feet of useable area, other than
      in
      dining and other special use areas per floor for all purposes. Use of the
      Premises, or any part thereof, in a manner exceeding the forgoing design
      conditions or rearrangement of partitioning after the initial preparation of
      the
      Premises which interferes with normal operation of the air-conditioning service
      in the Premises may require changes in the air-conditioning system serving
      the
      Premises, at Client’s expense.




19.  **Title**





Client
      shall have possession of the Premises and any furniture and fixtures within
      the
      Premises only during the term of this Agreement, and title thereto shall be
      and
      remain in WES' name at all times. Client shall not lend, grant a security
      interest in, sublet, or part with possession of the office or the furniture
      and
      fixtures, or attempt in any manner to dispose of or remove the furniture and
      fixtures from the Premises, or suffer any liens or legal process to be
      incurred.





20.  **Inspection
      and Surrender**





WES
      may,
      at any reasonable hour and without notice, enter Client's office for the purpose
      of inspecting it and the manner in which it is being used or to show to any
      prospective Client, lender or purchaser. On expiration or termination of this
      Agreement, Client agrees to promptly surrender and deliver the Premises to
      WES
      without demand therefor and in good and broom clean condition, ordinary wear
      excepted.





21.  **WES’
      Liability**





WES
      shall
      not be liable or responsible to Client for any injury or damage resulting from
      the acts or omissions of WES’ employees, persons using office space or services
      from WES, or other persons occupying any part of the building or for any failure
      of services provided such as electricity, water and heat, or for any injury
      or
      damage to person or property caused by any person (except for such loss or
      damage not otherwise covered by insurance resulting from willful or gross
      negligent misconduct of WES, its agents or employees), or from the building,
      the
      surrounding area, or any portion thereof being out of repair.




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 WES
          initial __________ Client initial __________





WES
      shall
      not be liable, as a result of any breach or action arising out of or resulting
      from this Agreement, including, but not limited to, errors or omissions in
      providing services hereunder, for any damages in excess of the amount actually
      paid to WES for providing such services, nor shall WES be liable for any
      consequential or punitive damages.





22.  **Waiver
      of Breach**





No
      failure by WES to insist upon the strict performance of any term or condition
      of
      this Agreement or to exercise any right or remedy available on a breach thereof,
      and no acceptance of full or partial payment during the continuance of any
      such
      breach shall constitute a waiver of any such breach or any such term or
      condition. No term or condition of this Agreement required to be performed
      by
      the Client, and no breach thereof, shall be waived, altered or modified, except
      by a written instrument executed by WES. No waiver of any breach shall affect
      or
      alter any term or condition in this Agreement, and each such term or condition
      shall continue in full force and effect with respect to any other then existing
      or subsequent breach thereof.





23.  **Staff**





Client
      agrees not to offer employment to, or to employ, any employees of other Clients,
      employees of WES, employees of Schaumburg Executive Suites LLC or any persons
      who have been employees of WES or Schaumburg Executive Suites LLC within the
      preceding three months, during the term of this Agreement or for a period of
      one
      year following termination of this Agreement. Client shall pay to WES an amount
      equal to six (6) months salary paid by WES or Schaumburg Executive Suites LLC
      to
      the employee, as liquidated damages, and not as a penalty, for each such
      breaching of this provision.





24.  **Notices**





All
      notices to be given by one party to the other under this Agreement shall be
      in
      writing, delivered personally within the Premises or sent by United States
      Certified or Registered Mail, postage prepaid. Not
      withstanding anything herein to the contrary late payment notices and notices
      of
      suspension of service due to late payment, shall be in writing, delivered
      personally within the Premises or sent by regular United States Mail, postage
      prepaid. Such
      notices properly addressed and mailed as herein stated shall be deemed notice
      for all purposes even if undelivered. WES’ address for such purposes is as
      stated on page one of this Agreement. Client hereby designates its address
      as:





**Jenny
                Tucker****20/20
                Technologies, Inc.****1021
                W. Adams Street****Suite
                103****Chicago,
                IL 60657****312-673-2414****312-673-2423
                fax****jtucker@magenta-netlogic.com**





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 WES
          initial __________ Client initial __________




From
      time
      to time either party may, by written notice to the other, designate other
      addresses to which notices thereafter shall be addressed.





25.  **Smoking**





Smoking
      is not permitted at WES. Client agrees that WES may institute such rules and
      regulations governing smoking as WES may consider necessary, appropriate or
      advisable to comply with relevant local laws or ordinances.





26.  **Rules
      and Regulations**





Client's
      employees will conduct themselves in a businesslike manner at a noise level
      which will not be a nuisance to others in or about the building; wear proper
      attire; and abide by WES’ directives regarding security, keys, parking and other
      such matters common to all occupants. If the Client requires any special work
      or
      services such as electrical or telephone wiring, or heat or air conditioning
      outside of normal business hours, such work or services shall be arranged by
      WES
      at the request and expense of the Client. WES may require payment in advance
      for
      such special work or services.





Client
      will not use or store any flammable materials on or about the Premises, place
      or
      store objects above the window sills in exterior offices; affix anything to
      the
      windows, walls or any other part of the Premises without the prior written
      approval of WES; bring animals or vending machines into the building; cook
      or
      permit any offensive gases, odors or liquids on the Premises; obstruct
      corridors, or use them for any purpose other than ingress and egress; store
      or
      operate photocopiers, refrigerators, stereos or other amplification equipment.
      Consent for stereos or other amplification equipment shall be reviewed upon
      prior written request. If such consent is granted, Client shall be responsible
      for payment to WES for those utility costs. Computers are permitted for Client's
      business use only.





Client
      agrees to abide by the building and WES’ rules and regulations as set forth in
      Exhibit "B," and attached hereto and such further rules and regulations as
      WES
      may make from time to time.





27.  **Leasehold
      Improvements**





Client
      shall not, without the prior written consent of WES, whose consent may be
      withheld at its sole discretion, make any alterations or improvements to the
      Premises. The cost of all alterations or improvements, whether temporary or
      permanent, shall be paid by Client to WES or the latter's contractor upon
      Client's approval of the cost quotation submitted, completion of the alteration,
      and receipt of invoice. Such alterations shall become WES’ property, without
      compensation to Client, unless WES requests their removal or WES otherwise
      agrees in writing. Further, Client shall be responsible for any and all costs
      required to restore the Premises to its original condition prior to the making
      of such alterations.




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          initial __________ Client initial __________




28.  **Fire
      or Other Casualty**





Upon
      any
      fire or other casualty affecting the Premises or the building, WES may at its
      option, upon written notice to Client terminate this Agreement. If WES does
      not
      so elect to terminate this Agreement, then monthly Contract
      Charges shall
      abate from the time that the Premises are unusable until the date that Client
      is
      allowed to reoccupy the Premises.





29.  **Substitution
      of Premises**





WES
      may,
      on ten (10) days written notice, substitute the Premises with similar facilities
      at another location within the building, provided that: (a) the new Premises
      shall be similar in area, Contract
      Charges and use
      for Client's purposes; (b) WES shall pay the expenses to relocate Client's
      possessions and telephone lines from the Premises to the new Premises; and
      (c)
      such move shall be made during the evenings or weekends so as to minimize
      inconvenience to Client. Such new Premises shall thereafter be deemed the
      "Premises" hereunder.





30.  **** **Transfer
      of WES’ Interest**





In
      the
      event WES in its sole and absolute discretion shall elect to transfer, or assign
      any or all of its interest under the terms of this Agreement, WES shall have
      the
      option, upon sixty (60) days' prior written notice to Client, to terminate
      this
      Agreement. Upon expiration of said 60-day period, this Agreement shall cease
      and
      terminate and, unless Client elects to remain in the Premises under any
      agreement with WES’ successors, Client shall vacate the Premises forthwith in
      the manner and condition as are required hereunder.





Notwithstanding
      anything contained herein to the contrary, WES shall have the right to terminate
      this Agreement upon the last day of any calendar month during the Term hereof
      by
      written notice given to Client (the “ **Termination
      Notice** ”).
      The
      effective date of such termination (the “ **Termination
      Date** ”)
      shall
      be the last day of the calendar month following the month in which WES’ Notice
      is given to Client (for example, if WES’ Termination Notice is given on February
      15, 2004, the Termination Date shall be March 31, 2004). If WES delivers WES’
Termination Notice to Client, this Agreement will expire on the Termination
      Date
      just as though such date had been the originally stated Expiration Date
      hereof.





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          initial __________ Client initial __________




31.  **Modification
      or Amendments**





All
      of
      the representations and obligations of WES and Client are contained herein,
      and
      no modification, waiver or amendment of this agreement, or any of its conditions
      or provisions, shall be binding upon either party unless in writing and signed
      by both parties.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.





WES:
            
            CLIENT:**WACKER
                DRIVE EXECUTIVE SUITES, LLC**
            
            **20/20
                Technologies, Inc.**By:
                Amy Grossman
            
            By:Manager
            
            Title:





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 WES
          initial __________ Client initial __________


**EXHIBIT
      A**





**RENTALS
      FOR OFFICE AGREEMENTS INCLUDE** :





**SCHEDULE
      "A"**








 ̈  Private
      office suite


 ̈  Reception
      - Fashionably and elegantly furnished


 ̈  Receptionist
      - Friendly, attentive and aware of your needs


 ̈  Conference
      Rooms


 ̈  Audio/Visual
      (TV, VCR, Overhead Projector, Dry Board, Presentation Pads and Pin-up
      Boards)


 ̈  Kitchen
      Facilities


 ̈  Business
      Service Coordinators - Cross trained in all support areas


 ̈  Telephone
      Answering - Your callers will be greeted in a friendly, professional, and prompt
      manner  **Strike
      if not applicable**


 ̈  Your
      calls will be screened, announced and transferred **Strike
      if not applicable**


 ̈  Voice
      Mail - unlimited message retrieval


 ̈  Access
      to
      Offices 24 hours a day, 7 days a week


 ̈  Mail
      -
      Sorted and placed in your mail box


 ̈  Utilities
      and Maintenance


 ̈  Housekeeping
      - By contracted professionals


 ̈  Security
      - Card Key Access





**ADDITIONAL
      SERVICES ARE AVAILABLE AND CHARGED ON A PER-USE BASIS AT CURRENT SERVICE FEE
      SCHEDULE**





**SCHEDULE
      "B"**





 ̈Administrative
             ̈Labels ̈Binding
                of Reports
             ̈Lamination
                Services ̈Clerical
             ̈Mail
                Service ̈Concierge
                Services
             ̈Printing
                Stored Documents ̈Copy
                Service
             ̈Revisions ̈Courier
             ̈Rush
                Projects ̈Database
                Management
             ̈Secretarial ̈Desk
                Top Publishing
             ̈Spreadsheet
                (Excel) ̈Dictation
                Transcription
             ̈Supplies ̈Direct
                Mail Management
             ̈Telephone
                Answering ̈Document
                Shredding
             ̈Telephone
                Service ̈Enhanced
                Word Processing
             ̈Transparencies ̈Envelopes
             ̈Word
                Processing ̈Scanning
             ̈Fax
                services





Page 13 of 
          18
 
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          initial __________ Client initial __________


**EXHIBIT
      B**





RULES
      AND
      REGULATIONS WES





This
      Agreement is subject to the following Rules and Regulations, which are made
      a
      part hereof, as defined in Paragraph 26 of said Agreement.





1.
      The
      sidewalks, halls, passages, exits, entrances, elevators, and stairways of the
      Building shall not be obstructed by Client or used by it for any purpose other
      than for ingress to and egress from the Premises. The halls, passages, exits,
      entrances, elevators *,* and
      stairways are not for the use of the general public, and WES shall in all cases
      retain the right to control and prevent access thereto of all persons whose
      presence in the judgment of WES would be prejudicial to the safety, character,
      reputation and interests of the Building and its Clients, provided that nothing
      herein contained shall be construed to prevent such access to persons with
      whom
      Client normally deals in the ordinary course of its business, unless such
      persons are engaged in illegal activities. Client shall not go upon the roof
      of
      the Building.




2.
      No
      sign, placard, picture, name, advertisement or notice visible from the exterior
      of the Premises shall be inscribed, painted, affixed or otherwise displayed
      by
      Client on any part of the Building without the prior written consent of WES.
      WES
      will adopt and furnish to Client general guidelines relating to signs inside
      the
      Building on the office floors. Client agrees to conform to such guidelines.
      All
      approved signs or lettering on doors shall be printed, painted, affixed or
      inscribed at the expense of Client by a person approved by WES, which approval
      will not be unreasonably withheld. Material visible from outside the Building
      will not be permitted.





3.
      The
      Premises shall not be used for the storage of merchandise held for sale to
      the
      general public or for lodging. No cooking shall be done or permitted by Client
      on the Premises. Brewing coffee, tea, hot chocolate and similar beverages,
      use
      of a microwave and toaster and a vending machine for snack foods, shall not
      be
      permitted.





4.
      Client
      shall not cause WES to incur any unnecessary labor costs by reason of Client's
      carelessness or indifference in the preservation of good order and cleanliness.
      Janitor service will not be furnished on nights when rooms are occupied after
      9:30 p.m. unless, by agreement in writing, service is extended to a later hour
      for specifically designated rooms.





5.
      WES
      will furnish Client with one (1) key to the Premises and one key per office
      suite in the Premises as of the date hereof, free of charge. Client
      shall not make or permit any duplicated keys to be made. No
      additional locking devices shall be installed without the prior consent of
      WES.
      Client, upon the termination of this Agreement, shall deliver to WES all keys
      to
      doors in the Premises that have been furnished to Client.


Page 14 of 
            18
 
 WES
            initial __________ Client initial __________


6.
      An
      elevator shall be available for use by Client for the movement of equipment
      or
      other items in or out of the Building, subject to such reasonable scheduling
      as
      WES shall deem appropriate. The persons employed by Client to move equipment
      or
      other items in or out of the Building must be acceptable to WES. WES shall
      have
      the right to prescribe the weight, size and position of all equipment,
      materials, supplies, furniture or other property brought into the Building.
      Heavy objects shall, if considered necessary by WES, stand on wood  strips
      of
      such thickness as is necessary to properly distribute the weight of such
      objects. WES will not be responsible for loss of or damage to any such property
      from any cause, and all damage done to the Building by moving or maintaining
      Client's property shall be repaired at the expense of Client.





7.
      Client
      shall not use any method of heating or air conditioning other than that supplied
      by WES.




8.
      WES
      reserves the right to exclude from the Building between the hours of 6:00 p.m.
      and 8:00 a.m. and after 1:00 p.m. on Saturdays, Sundays, and legal holidays
      all
      persons who do not present a pass to the Building signed by WES. WES will
      furnish passes to persons for whom Client requests same in writing. Client
      shall
      be responsible for all persons for whom it requests passes and shall be liable
      to WES for all acts of such persons. WES shall in no case be liable for damages
      for any error with regard to the admission to or exclusion from the Building
      of
      any person. In the case of invasion, mob, riot, public excitement or other
      circumstances rendering such action advisable in WES' opinion, WES reserves
      the
      right to prevent access to the Building during the continuance of same by such
      action as WES may deem appropriate, including closing doors.





9.
      The
      directory of the Building will be provided for the display of the name and
      location of Clients. Any additional name that Client shall desire to place
      upon
      the directory must first be approved by WES and, if so approved, a charge will
      be made therefore.




10.
      No
      curtains, draperies, blinds, shutters, shades, screens or other coverings,
      hangings or decorations shall be attached to, hung or placed in, or used in
      connection with any window of the Building without the prior written consent
      of
      WES. In any event, with the prior written consent of WES, such items shall
      be
      installed on the office side of WES' standard window covering and shall in
      no
      way be visible from the exterior of the Building.





11.
      Client shall see that the doors of the Premises are closed and locked and that
      all water faucets, water apparatus and utilities are shut off before Client
      or
      Client's employees leave the Premises, so to prevent waste or damage, and for
      any default or carelessness in this regard Client shall make good all injuries
      sustained by other Clients or occupants of the Building or WES. Clients shall
      keep the doors to the Building corridors closed at all times except for ingress
      and egress.





12.
      The
      toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
      used
      for any purpose other than that for which they were constructed, no foreign
      substance of any kind whatsoever shall be deposited therein, and any damage
      resulting to same from Client's misuse thereof shall be paid for by Client.




Page 15 of 
            18
 
 WES
            initial __________ Client initial __________


13.
      Except with the prior consent of WES, Client shall not sell, or permit the
      sale
      from the Premises of, or use or permit the use of any sidewalk or mall area
      adjacent to the Premises for the sale of, newspapers, magazines, periodicals,
      theater tickets or any other goods, merchandise or service, nor shall Client
      carry on, or permit or allow any employee or other person to carry on, business
      in or from the Premises for the service or accommodation of occupants of any
      other portion of the Building, nor shall the Premises be used for manufacturing
      of any kind, or for any business or activity other than that specifically
      provided for in Client's Agreement.




14
      Client
      shall not install any radio or television antenna, loudspeaker, or other device
      on the roof or exterior walls of the Building.





15.
      Client shall not use in any space, or in the common areas of the Building,
      any
      hand trucks except those equipped with rubber tires and side guards or such
      other material-handling equipment as WES may approve. No other vehicles of
      any
      kind shall be brought by Client into the Building or kept in or about the
      Premises.





16.
      Client shall store all its trash and garbage within the Premises until removal
      of same to such location in the Building as may be designated from time-to-time
      by WES. No material shall be placed in the Building trash boxes or receptacles
      if such material is of such nature that it may not be disposed of in the
      ordinary and customary manner of removing and disposing of trash and garbage
      without being in violation of any law or ordinance governing such disposal.





17.
      All
      loading and unloading of merchandise, supplies, materials, garbage and refuse
      shall be made only through such entryways and elevators and at such times as
      WES
      shall designate. In its use of the loading areas on the first floor, Client
      shall not obstruct or permit the obstruction of said loading areas, and at
      no
      time shall Client park vehicles therein except for loading and unloading.





18.
      Canvassing, soliciting, peddling or distribution of handbills or any other
      written material in the Building is prohibited and Client shall cooperate to
      prevent same.





19.
      Client shall immediately, upon request from WES (which request need not be
      in
      writing), reduce its lighting in the Premises for temporary periods designated
      by WES, when required by any governmental authority or to preserve safety.





20.
      Client shall not refer to the Building by any name other than: (i) the names
      as
      selected by WES (as same may be changed from time-to-time), or (ii) the postal
      address, approved by the United States Post Office.


Page 16 of 
          18
 
 WES
          initial __________ Client initial __________





21.
      No
      electric or other wires for any purpose shall be brought into the premises
      without WES’ written permission specifying the manner in which the same may be
      done. No boring, cutting or stringing of wire shall be done without WES’ prior
      written consent. Client shall not disturb or in any way interfere with the
      electric light fixtures and all work upon or alterations to the same shall
      be
      done by persons authorized by WES.





22. The
      Premises shall not be used for lodging or sleeping or for any immoral or illegal
      purposes.





23. Electricity
      furnished by WES shall be used only for the purposes of illumination and the
      operation of normal office equipment. Client shall pay for electricity for
      any
      other use.





24.
      Any
      office equipment (i.e., photocopiers, telephone equipment, scanners,
      typewriters, color printers, telephone answering machines, dictation equipment,
      binding equipment, postage machines) that would typically generate these
      services from our Support Center are not allowed.





25.
      It is
      WES’ intention to provide secretarial support for our Clients. Therefore,
      Clients are prohibited from retaining their own secretarial
      support.





26.
      WES
      may waive any one or more of these Rules and Regulations for the benefit of
      any
      particular Client or Clients, but no waiver by WES shall be construed as a
      waiver of these Rules and Regulations in favor of any other Client or Clients,
      nor prevent WES from thereafter enforcing any such Rules and Regulations against
      any or all of the Clients of the Building.





27.
      Whenever the word "Client" occurs in these Rules and Regulations, it is
      understood and agreed that it shall have the meaning given to it in the
      Agreement. Whenever the word "WES" occurs in these Rules and Regulations, it
      is
      understood and agreed that it shall have the meaning given to it in the
      Agreement.





28.
      These
      Rules and Regulations are in addition to, and shall not be construed in any
      way
      to modify, alter or amend, in whole or part, the terms, covenants, agreements
      and conditions of any Agreement.





29.
      WES
      reserves the right to make such other and reasonable rules and regulations
      as in
      its judgment may from time-to-time be needed for the safety, care and
      cleanliness of the Building, and for the preservation of good order therein.








Page 17 of 
            18
 
 WES
            initial __________ Client initial __________




**EXHIBIT
      C**


**Business
      Services**





**Binding
                of Reports**
            $
                2.50 each
            Plus
                clerical time**Clerical**
            $
                24.00 per hour
            Charged
                at 6 minute increments**Call
                Patching/Paging**
            $
                .75
            Each
                occurrence**Concierge
                Services**
            Priced
                per Project
            By
                Manager**Conference
                Rooms**
            Included
            Per
                hour**Copy
                Service**
            $
                .15
            Per
                Copy (Bulk prices available)**Courier**
            Standard
            Plus
                25%**Data
                Entry in Act!**
            Per
                Project
            Priced
                per project**Desk
                Top Publishing**(Microsoft
                Office,
              PowerPoint
                and Publisher)
            $
                32.00 per hour
            Charged
                at 6 minute increments**Dictation
                Transcription**
            $
                32.00 per hour
            Charged
                at 6 minute increments**Direct
                Mail Management**
            Priced
                per project
            Priced
                per project**Document
                Shredding**
            $
                .50
            10
                Pages**Enhanced
                Word Processing**(Microsoft
                Office, Word 7, Keyboarding with bullets, tabs, font changes, bolding,
                italics, lines, borders, boxes, tables, shading)
            $
                32.00 per hour
            Charged
                at 6 minute increments**Fax
                Services**
            $
                1.00
              $
                1.00
            Outgoing
                plus usage
              Incoming**Internet
                Service**
            Per
                Service
            See
                Manager**Labels**
            $2.40
                min & .25
            Per
                label**Lamination
                Services**
            $
                2.50
            Per
                item**Mail
                Service**
              Certified
              Registered
              Return
                Receipt
            Standard
              Standard
              Standard
              Standard
            Plus
                25%
              Plus
                $ 2.50
              Plus
                $ 2.50
              Plus
                $ 2.50**Meeting/Training
                Room**
            Included
            Half
                Day
              Full
                Day**Printing
                Stored Documents**
            $
                2.40 min & $.25
            Per
                Page**Color
                Printing**
            $2.40
                min & $.75
            Per
                Page**Revisions**
            Per
                hour
            Based
                on service used**Rush
                Projects**
            $
                5.00 per project
            Based
                on a turn-a-around time of less than 24 hours**Secretarial**
            $
                24.00 per hour
            Charged
                at 6 minute increments**Supplies**
            Cost
            Plus
                25%**Telephone
                Answering/Voice Mail**
            TBD
            Per
                month, voice mail included**Transparencies**
            $
                1.00 each
            Includes
                transparency**Word
                Processing**
            $25.00
            Charged
                at 6 minute increments**Document
                Scanning**
            $3.00
                min & $.15
            Per
                Page/ Volume Discounts**LCD
                Projector Rental**
            $50
            Per
                Day**Coffee
                Setup**
            Per
                Service
            See
                Staff**Catering**
            Cost
            Plus
                25%**Notary**
            $1.00
            Per
                Stamp





Prices
      subject to change without notice.





Page 18 of 
            18
 
 WES
            initial __________ Client initial __________