Exhibit 10.3


    

      November
        11, 2004

      


      PERSONAL
        AND CONFIDENTIAL

      


      ImagiTrend,
        Inc.

      1900
        Main
        Street, Ste 312

      Sarasota,
        FL 34236

      Attn:
        Russell F. Haraburda, President & CEO

      


      VIA
        FACSIMILE 941-365-8632

      


      Dear
        Mr.
        Haraburda:

      


      This
        letter agreement ("Agreement") confirms the terms and conditions of the
        engagement of Greentree Financial Group, Inc. ("Greentree") by ImagiTrend,
        Inc.
        (the "Company") to render certain professional services to the Company in
        connection with the Company's proposed registration statement and listing
        on the
        Over-the-Counter Bulletin Board (OTCBB).

      


      1. Services.
        Greentree agrees to perform the following services:

      


      
        	 	
                (a)

              	
                
                

              


      

      


      
        	 	
                (b)

              	
                Assist
                  the Company in preparing a compensatory plan for officers, directors,
                  employees and consultants;

              


      

      


      
        	 	
                (c)

              	
                Assist
                  with the preparation of Form
                  SB-2,
                  including drafting of the registration statement, reviewing of
                  the
                  Company’s corporate documents in preparation for filing the registration
                  statement and answering comments from the Securities and Exchange
                  Commission;

              


      

      


      
        	 	
                (d)

              	
                Assist
                  with EDGARizing the aforementioned document as required by the
                  Securities
                  and Exchange Commission, including any applicable
                  amendments;

              


      

      


      
        	 	
                (e)

              	
                Assist
                  the Company in selecting an independent transfer agent;
                  

              


      

      


      
        	 	
                (f)

              	
                Assist
                  the Company in preparing information for its Blue Sky publication
                  with
                  Standard & Poor's;

              


      

       

      
        	 	
                (g)

              	
                Perform
                  such other services as the Company and Greentree shall mutually
                  agree to
                  in writing.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2. Fees.
         The
        Company agrees to pay Greentree for its services a financial advisory fee
        ("Advisory Fee") of $29,500 and 1,500,000 common shares payable as follows:
        $15,000 due upon signing, $14,500 due upon filing of the SB-2 registration
        statement. The shares will be due upon signing of this agreement and registered
        in the Form SB-2 registration statement. 

      


      3. Term.
        The
        term of this Agreement shall commence on November 11, 2004. Greentree also
        agrees to assist in answering any SEC comments remaining in connection with
        the
        registration statements. This agreement may be terminated by the Company
        with 30
        days prior written notice to Greentree. If the Company terminates this Agreement
        prior to the expiration of the Term, the Company shall pay to Greentree all
        reasonable expenses incurred, in accordance with Paragraph 5 hereof. Any
        obligation pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4,
        5, 6
        and 8 hereof, shall survive the termination or expiration of this
        Agreement.

      


      4. Expenses.
        The
        Company agrees to reimburse Greentree for all of its reasonable out-of-pocket
        fees, expenses and costs (including, but not limited to, legal, accounting,
        travel, accommodations, telephone, translation, computer, courier and supplies)
        in connection with the performance of its services under this Agreement,
        upon
        prior written approval.
        All
        such fees, expenses and costs will be billed at any time by Greentree and
        are
        payable by the Company when invoiced. Upon expiration of the Agreement any
        unreimbursed fees and expenses will be immediately due and payable.


      


      5. Indemnification.
        In
        addition to the payment of fees and reimbursement of fees and expenses provided
        for above, the Company agrees to indemnify Greentree and its affiliates with
        regard to the matters contemplated herein, as set forth in Exhibit A, attached
        hereto, which is incorporated by reference as if fully set forth herein.
        

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      6. Matters
        Relating to Engagement.
        The
        Company acknowledges that Greentree has been retained solely to provide the
        services set forth in this Agreement. In rendering such services, Greentree
        shall act as an independent contractor, and any duties of Greentree arising
        out
        of its engagement hereunder shall be owed solely to the Company. The Company
        further acknowledges that Greentree may perform certain of the services
        described herein through one or more of its affiliates.

      


      The
        Company acknowledges that Greentree is a consulting firm that is engaged
        in
        providing financial advisory services. The Company acknowledges and agrees
        that
        in connection with the performance of Greentree's services hereunder (or
        any
        other services) that neither Greentree nor any of its employees will be
        providing the Company with legal, tax or accounting advice or guidance (and
        no
        advice or guidance provided by Greentree or its employees to the Company
        should
        be construed as such) and that neither Greentree nor its employees hold itself
        or themselves out to be advisors as to legal, tax, accounting or regulatory
        matters in any jurisdiction. The attorneys and accountants that work for
        Greentree are exclusively for Greentree's benefit. The Company shall consult
        with its own legal, tax, accounting and other advisors concerning all matters
        and advice rendered by Greentree to the Company and the Company shall be
        responsible for making its own independent investigation and appraisal of
        the
        risks, benefits and suitability of the advice and guidance given by Greentree
        to
        the Company and the transactions contemplated by this Agreement. Neither
        Greentree nor its employees shall have any responsibility or liability
        whatsoever to the Company or its affiliates with respect thereto.

      


      The
        Company recognizes and confirms that in performing its duties pursuant to
        this
        Agreement, Greentree will be using and relying on data, material, and other
        information (the "Information") furnished by the Company or their respective
        employees and representatives. The Company will cooperate with Greentree
        and
        will furnish Greentree with all Information concerning the Company and any
        Transaction, Alternate Transaction or Financing which Greentree deems
        appropriate and will provide Greentree with access to the Company's officers,
        directors, employees, independent accountants and legal counsel for the purpose
        of performing Greentree's obligations pursuant to this Agreement. The Company
        hereby agrees and represents that all Information furnished to Greentree
        pursuant to this Agreement shall be accurate and complete in all material
        respects at the time provided, and that, if the Information becomes materially
        inaccurate, incomplete or misleading during the term of Greentree's engagement
        hereunder, the Company shall promptly advise Greentree in writing. Accordingly,
        Greentree assumes no responsibility for the accuracy and completeness of
        the
        Information. In rendering its services, Greentree will be using and relying
        upon
        the Information without independent verification evaluation thereof.


      


      7. Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Florida without regard to the conflict of laws provisions
        thereof.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      8. No
        Brokers.
        The
        Company represents and warrants to Greentree that there are no brokers,
        representatives or other persons which have an interest in compensation due
        to
        Greentree from any services contemplated herein. 

      


      9.
        Authorization.
        The
        Company and Greentree represent and warrant that each has all requisite power
        and authority, and all necessary authorizations, to enter into and carry
        out the
        terms and provisions of this Agreement and the execution, delivery and
        performance of this Agreement does not breach or conflict with any agreement,
        document or instrument to which it is a party or bound.

      


      10. Miscellaneous.
        This
        Agreement constitutes the entire understanding and agreement between the
        Company
        and Greentree with respect to the subject matter hereof and supersedes all
        prior
        understanding or agreements between the parties with respect thereto, whether
        oral or written, express or implied. Any amendments or modifications must
        be
        executed in writing by both parties. This Agreement and all rights, liabilities
        and obligations hereunder shall be binding upon and insure to the benefit
        of
        each party’s successors but may not be assigned without the prior written
        approval of the other party. If any provision of this Agreement shall be
        held or
        made invalid by a statute, rule, regulation, decision of a tribunal or
        otherwise, the remainder of this Agreement shall not be affected thereby
        and, to
        this extent, the provisions of this Agreement shall be deemed to be severable.
        This Agreement may be executed in any number of counterparts, each of which,
        shall be deemed to be an original, but such counterparts shall, together,
        constitute only one instrument. The descriptive headings of the Paragraphs
        of
        this Agreement are inserted for convenience only, do not constitute a part
        of
        this Agreement and shall not affect in anyway the meaning or interpretation
        of
        this Agreement.

      


      Please
        confirm that the foregoing correctly sets forth our agreement by signing
        below
        in the space provided and returning this Agreement to Greentree for execution,
        which shall constitute a binding agreement as of the date first above
        written.

      


      Thank
        you. We look forward to a mutually rewarding relationship.

      


      GREENTREE
        FINANCIAL GROUP, INC.

      


      By:__/s/
        R.
        Chris Cottone____________ 

      Name:
        R.
        Chris Cottone

      Title:
        Vice-President 

      


      AGREED
        TO
        AND ACCEPTED

      AS
        OF
        NOVEMBER 11, 2004:

      


      IMAGITREND,
        INC.

      


      


      By:___/s/
        Russell F. Haraburda________

      Name:
         Russell
        F. Haraburda

      Title:
         President
        & CEO

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
         

      

      EXHIBIT
        A: INDEMNIFICATION

      


      The
        Company agrees to indemnify Greentree, its employees, directors, officers,
        agents, affiliates, and each person, if any, who controls it within the meaning
        of either Section 20 of the Securities Exchange Act of 1934 or Section 15
        of the
        Securities Act of 1933 (each such person, including Greentree is referred
        to as
        "Indemnified Party") from and against any losses, claims, damages and
        liabilities, joint or several (including all legal or other expenses reasonably
        incurred by an Indemnified Party in connection with the preparation for or
        defense of any threatened or pending claim, action or proceeding, whether
        or not
        resulting in any liability) ("Damages"), to which such Indemnified Party,
        in
        connection with providing its services or arising out of its engagement
        hereunder, may become subject under any applicable Federal or state law or
        otherwise, including but not limited to liability or loss (i) caused by or
        arising out of an untrue statement or an alleged untrue statement of a material
        fact or omission or alleged omission to state a material fact necessary in
        order
        to make a statement not misleading in light of the circumstances under which
        it
        was made, (ii) caused by or arising out of any act or failure to act, or
        (iii)
        arising out of Greentree's engagement or the rendering by any Indemnified
        Party
        of its services under this Agreement; provided, however, that the Company
        will
        not be liable to the Indemnified Party hereunder to the extent that any Damages
        are found in a final non-appealable judgment by a court of competent
        jurisdiction to have resulted from the gross negligence or willful misconduct
        of
        the Indemnified Party seeking indemnification hereunder.

      


      These
        indemnification provisions shall be in addition to any liability which the
        Company may otherwise have to any Indemnified Party.

      


      If
        for
        any reason, other than a final non-appealable judgment finding an Indemnified
        Party liable for Damages for its gross negligence or willful misconduct the
        foregoing indemnity is unavailable to an Indemnified Party or insufficient
        to
        hold an Indemnified Party harmless, then the Company shall contribute to
        the
        amount paid or payable by an Indemnified Party as a result of such Damages
        in
        such proportion as is appropriate to reflect not only the relative benefits
        received by the Company and its shareholders on the one hand and the Indemnified
        Party on the other, but also the relative fault of the Company and the
        Indemnified Party as well as any relevant equitable considerations.

      


      Promptly
        after receipt by the Indemnified Party of notice of any claim or of the
        commencement of any action in respect of which indemnity may be sought, the
        Indemnified Party will notify the Company in writing of the receipt or
        commencement thereof and the Company shall have the right to assume the defense
        of such claim or action (including the employment of counsel reasonably
        satisfactory to the Indemnified Party and the payment of fees and expenses
        of
        such counsel), provided that the Indemnified Party shall have the right to
        control its defense if, in the opinion of its counsel, the Indemnified Party's
        defense is unique or separate to it as the case may be, as opposed to a defense
        pertaining to the Company. In any event, the Indemnified Party shall have
        the
        right to retain counsel reasonably satisfactory to the Company, at the Company's
        sole expense, to represent it in any claim or action in respect of which
        indemnity may be sought and agrees to cooperate with the Company and the
        Company's counsel in the defense of such claim or action. In the event that
        the
        Company does not promptly assume the defense of a claim or action, the
        Indemnified Party shall have the right to employ counsel to defend such claim
        or
        action. Any obligation pursuant to this Annex shall survive the termination
        or
        expiration of the Agreement.

      


      
        
          
          

        

        
          5