**NUEVO
      FINANCIAL CENTER, INC.**


2112
      Bergenline Avenue


Union
      City, New Jersey 07087





**TO:**
            Bondholders





**FROM:**
            Board
                of Directors of Nuevo Financial Center,
                Inc.





**RE:**
            **Addendum
                to Bridge Loan**





**DATE:**
            November
                10, 2006





Based
      upon our previous conversations, we approve the following changes concerning
      the
      terms of the Bridge Loan:





|**1.** | **Amount
              of Bridge Loan**:
|------ | ----------------------------------------




$425,000





|**2.** | **Interest
              Rate:**
|------ | --------------------------------




Up
      until
      March 31, 2006, the interest rate on the Bridge Loan will be calculated at
      5%
      per annum. On April 1, 2006, the interest rate on the Bridge Loan will change
      to
      10% per annum.





|**3.** | **Loan
              repayment:**
|------ | ---------------------------------




|a) | With
              anyround
              of funding completed subsequent
              to the date of this Addendum, butprior
              to a $5,000,000 PIPE financing, 10% of the net proceeds would be used
              as
              principal repayment; and,
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|b) | The
              remaining principal and interest would then be completely retired upon
              completion of the minimum $5,000,000 PIPE financing, which is expected
              in
              the first quarter 2007.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|c) | Notwithstanding
              the foregoing the entire principal and interest shall be repaid before
              December 31, 2007.
|-- | -------------------------------------------------------------------------------------------------------------------------------------




|d) | If
              the Bridge Loan is not paid by the due date, the parties agree to
              renegotiate the terms of the Bridge Loan no later than 60 days after
              the
              due date.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|**4.** | **Option
              to Convert:**
|------ | ------------------------------------




Subsequent
      to the date of this Addendum **,** on
      any
      loan repayment, as discussed in Item 3 above, the holder(s) of the Bridge Loan
      shall have the right to convert the principal and interest due on the Bridge
      Loan to shares of the Company’s common stock at  the
      greater of: (A) 60 %
      of the
      VWAP (as defined below) for the ten trading Days ending on the last trading
      Day
      prior to the conversion Date, or (B) $0.50 .










“ VWAP ”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted as reported by Bloomberg Financial L.P. (based on a
      Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if
      the Common Stock is not then listed or quoted on a Trading Market and if prices
      for the Common Stock are then quoted on the OTC Bulletin Board, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
      listed or quoted on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by the National Quotation
      Bureau Incorporated (or a similar organization or agency succeeding to its
      functions of reporting prices), the most recent bid price per share of the
      Common Stock so reported; or (c) in all other cases, the fair market value
      of a share of Common Stock as determined by an independent appraiser selected
      in
      good faith by the Purchasers and reasonably acceptable to the
      Company.




I,
      Simon
      Phaneuf, hereby representing the bondholders accept the terms and conditions
      herein described. Upon reception of a resolution of Finkelstein Capital
      confirming the transfer of the bridge loan to the bondholders and confirmation
      of full release and discharge from Finkelstein Capital, Nuevo Financial Center,
      Inc. shall issue new convertible notes to the following
      bondholders:




**Bondholder**
            
            **Amount
                (principal and interest, rounded to the nearest dollar - as at Sept
                30,
                2006)**Jean-Guy
                Lambert
            
            $
            274,220.00Simon
                Phaneuf
            
            $
            164,625.00Jean-François
                Amyot
            
            $
            27,515.00**Total**
            
            **$**
            **466,360.00**




The
      undersigned has been duly appointed and is authorized to represent the
      above-listed bondholders and sign this Addendum on their behalf.




Accepted
      and agreed by:




___________________
      Date: November 10, 2006




Simon
      Phaneuf