KUHNS BROTHERS

                                 The Farm House
                               558 Lime Rock Road
                          Lime Rock, Connecticut 06039


Mr. Deli Du
Chairman & Chief Executive Officer
Deli Solar Holding Ltd.
                                                                 August 12, 2004

               AGREEMENT PROVIDING FOR INVESTMENT BANKING SERVICES
               ---------------------------------------------------

Dear Mr. Du:

      This  letter  agreement  (the  "Agreement")  is  written  to set forth the
understanding  and  agreement  between  Kuhns  Brothers,  Inc.  and its  related
subsidiaries (altogether,  "Kuhns Brothers") and Deli Solar Holding Ltd. and its
related subsidiaries and joint venture affiliates (altogether, the "Company").

      The Company hereby  engages Kuhns  Brothers on an exclusive  basis for the
two year period commencing the date hereof to provide it with investment banking
services, and Kuhns Brothers hereby accepts such engagement.

I.  INVESTMENT BANKING SERVICES
-------------------------------

1. Financial Advisory Services

      Kuhns  Brothers,  through its  subsidiary  Kuhns Bros.  & Co.,  Inc.  (the
"Advisor")  and  its  subsidiary  Kuhns  Brothers  Securities  Corporation  (the
"Placement Agent"),  will assist the Company with its current investment banking
requirements, including what is presently expected to be a transaction involving
the merger of the Company in a reverse takeover with a public shell purchased by
the  Company and the  simultaneous  issuance of  approximately  $6-8  million of
equity in the form of units  including one share of common stock and one warrant
(or things of equivalent value invested in it or its controlled  subsidiaries or
affiliates) from institutional and high-net-worth individual financial investors
("Financial  Investors") or, at the option of the Company,  strategic  investors
("Strategic  Investors"),  to be  provided  over the  period  of this  Agreement
(altogether, the "Financing").

<PAGE>

      With  respect to  Financial  Investors,  Kuhns  Brothers  will provide the
following  financial  advisory and  placement  agency  services  relating to the
Financing:

      (i) provide advice regarding the financial structure of the Company or its
      subsidiaries  or  any  projects  or  programs  undertaken  by  any  of the
      foregoing;  (ii) assist in structuring  the Financing with respect to what
      is usual and  standard  practice on terms and  conditions  equivalent  for
      organizations  in  similar  financings;  (iii)  assist  in  preparing  and
      documenting the offering  memorandum and related materials relating to the
      Financing;  (iv) when the  structuring  of the  Financing  has  reached an
      appropriate  stage,  assist in the  process  to obtain  and  execute  such
      Financing; and (v) assist in obtaining and executing such Financing on the
      most  favorable  terms  and  conditions  consistent  with  current  market
      conditions and the nature of and risks inherent in the Company.

      With  respect to  Strategic  Investors,  Kuhns  Brothers  will provide the
following services:

      (i) assist in the  evaluation  of a  Strategic  Investor  from a financial
      point of view; (ii) provide advice and assistance with respect to the form
      and structure of the transaction  involving the Strategic  Investor;  and,
      when  the  structuring  of  the  strategic  relationship  has  reached  an
      appropriate  stage, (iii) act as the Company's agent to assist the Company
      in locating and  obtaining,  on the most favorable  terms and  conditions,
      such  Strategic  Investors  in the form of Company  clients,  customers or
      vendors, and assist the parties to enter into sales, vendor,  licensing or
      related strategic  agreements.  (Such agreements with Strategic Investors,
      whether they result in a financial  investment and or license arrangement,
      sales or vendor agreement or otherwise, shall also be considered Financing
      for purposes of this Agreement.)

      Kuhns  Brothers  shall not be required to undertake  duties not reasonably
within the scope of the  financial  advisory  services in which it is  generally
engaged. In performance of its duties,  Kuhns Brothers shall provide the Company
with the benefits of its best  judgment and efforts,  but it is  understood  and
acknowledged by the parties that the value of Kuhns Brothers'  advice may not be
measurable in a quantitative manner.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing  financial  advisory services of all types contemplated by
this Agreement to others.  Nothing herein  contained shall be construed to limit
or restrict Kuhns  Brothers or its  affiliates in conducting  such business with
respect to others or rendering such advice to others.

      The  Company  recognizes  and  confirms  that  Kuhns  Brothers,  in acting
pursuant  to this  Agreement,  will be using  information  in reports  and other
information provided by third parties,  including  information provided by or on
behalf of the Company. Kuhns Brothers does not assume responsibility for and may
rely on, without independent verification,  the accuracy and completeness of any
such reports and  information.  The Company hereby warrants that any information
relating to the Company that is  furnished to Kuhns  Brothers by or on behalf of
the Company will be accurate and will not contain any material  misstatements of
fact or omissions. The Company agrees that any information or advice rendered by
Kuhns Brothers or its  representatives  in connection with this Agreement is for
confidential use of the Company's Board of Directors,  management and employees,
as  well  as  attorneys,  accountants  and  other  agents  of the  Company  on a
need-to-know  basis and,  except as otherwise  required by law, the Company will
not, and will not permit any third party to, disclose or otherwise refer to such
advice or  information  in any manner  without  Kuhns  Brothers'  prior  written
consent.

                                       2
<PAGE>

2. Merger and Acquisition Services

      Relating to its assistance  with respect to the Financing,  Kuhns Brothers
shall  provide  the  Company  with  services  related to merger and  acquisition
transactions.

      For  purposes  of  this  Agreement,   the  term  "merger  and  acquisition
transaction"  means:  (i) any  merger,  consolidation,  reorganization  or other
business combination including strategic partnerships or joint ventures pursuant
to which the  business  or  businesses  of a third  party,  including  projects,
stand-alone  assets or  technologies,  are combined  with that of the Company in
either a direct ownership, joint venture or strategic alliance fashion; (ii) the
acquisition,  directly or  indirectly,  by the  Company of all or a  substantial
portion of the assets or equity of a third party by way of  negotiated  purchase
or otherwise; or (iii) the acquisition, directly or indirectly, by a third party
of all or a substantial portion of the assets or equity of the Company by way of
negotiated purchase or otherwise (the "Transaction(s)").

      Kuhns Brothers' merger and acquisition  services may include, but will not
necessarily be limited to:

      (i) Assistance in the identification of businesses,  organizations, assets
      or  technologies  that  may  constitute   potential   Transactions;   (ii)
      assistance in the evaluation of such third parties from a financial  point
      of view;  (iii)  assistance  with respect to the form and structure of the
      Transaction;  (iv)  conducting  discussions and  negotiations  regarding a
      Transaction;  and (v) providing other related advice and assistance as the
      Company may reasonably request in connection with a Transaction.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing merger and acquisition services (of all types contemplated
by this  agreement) to others.  Nothing herein  contained  shall be construed to
limit or restrict Kuhns  Brothers or its affiliates in conducting  such business
with respect to others or in rendering such advice to others.

                                       3
<PAGE>

3. Strategic Planning Services

      Relating to its assistance  with respect to the Financing,  Kuhns Brothers
shall  provide the Company with  strategic  planning  services.  Kuhns  Brothers
strategic planning services shall include, but not be limited to, the following:

      (i) advice  regarding the Company's  business plan; (ii) advice  regarding
      formation of the Company's corporate goals and their implementation; (iii)
      advice  regarding  corporate  organization,   personnel  and  the  related
      selection of needed specialty skills; (iv) general corporate documentation
      preparation and assistance,  including  services relating to assisting the
      Company  in  preparation  of its  business  plan  and  related  materials,
      including  regulatory and filing  documentation;  (v) assistance regarding
      preparation and  organization of the Company's  corporate  paperwork;  and
      (vi) assistance in negotiating with creditors and otherwise  restructuring
      the Company's obligations.

II.  COMPENSATION
-----------------

      In  consideration  of rendering such  services,  the Company agrees to pay
Kuhns Brothers on the following basis:

(i) for financial advisory services--

      (a)   a  signing  fee of  $30,000,  payable  upon  the  execution  of this
            Agreement;

      (b)   a  documentation  fee of $20,000,  payable  upon the  completion  of
            documentation associated with any Financing or Transaction; and

      (c)   a purchase fee of $100,000,  payable upon the successful purchase of
            the public shell, payable from the proceeds of the Financing; and

      (d)   a financing fee, payable upon closing(s) of the Financing,  equal to
            the following percentages of the total Financing value:

       ------------------------------------------ -----------------------
                  Corporate Financing                     Fee
       ------------------------------------------ -----------------------
       Public equity offering                     10.00%, plus warrants
       ------------------------------------------ -----------------------
       Exercise  of  Warrants  or   Subscription  9.00%
       Rights
       ------------------------------------------ -----------------------

                                       4
<PAGE>

      With  respect to warrants  provided as  compensation  as  indicated in the
      tables above,  the warrant  "coverage",  that is the percent of the dollar
      amount  of  securities  issued  for which  Kuhns  Brothers  shall  receive
      warrants to purchase the Company's  equity  securities,  shall be 10%. For
      example,  if the Company issues $1 million of  securities,  Kuhns Brothers
      shall  receive  warrants to buy  $100,000 of common  stock of the Company.
      Such  warrants  will have a strike  price that is 110% of the price of the
      equity  securities,  or  underlying  equity  securities,  offered  in  the
      Financing,  or 100% of the price of the  Company's  common stock as set by
      the most recent third party sale and shall be outstanding  for a period of
      10 years.

      In connection  with our  financial  advisory  services,  you agree that if
during the period Kuhns Brothers is retained by you or within 2 years thereafter
a Financing  is  consummated  with a third party,  acting  either as a Financial
Investor or as a Strategic  Investor,  who was introduced directly or indirectly
by Kuhns  Brothers  ("Introduced  Investors"),  or if the Company  enters into a
definitive  agreement with  Introduced  Investors  which at any time  thereafter
results in a Financing, you will pay Kuhns Brothers a financing fee equal to the
fees indicated above with respect to such  Financing.  It is understood that for
purposes of this  Agreement,  Kuhns Brothers shall be deemed to have  introduced
such Introduced Investors to the Company not only by physical  introductions and
meetings,  but also by arranging or  facilitating  telephonic or  correspondence
meetings between the parties, whether or not Kuhns Brothers participated in such
meetings, telephone calls or correspondence.

      Additionally,  if during the period  Kuhns  Brothers is retained by you or
within 2 years  thereafter,  a Financing is  consummated  with a third party not
introduced to the Company by Kuhns  Brothers,  Kuhns Brothers will be paid a fee
equal to 50% of its compensation due pursuant to the language above.

      Notwithstanding anything contained herein, Kuhns Brothers' fees payable in
connection with a Financing shall be paid at the level of the compensation table
above at any time as there is a closing  of the  Financing  or  Transaction,  or
tranche  of  the  Financing  or   Transaction,   or   finalization   of  related
documentation or purchase of a public shell (the "Closings"),  and at the option
of Kuhns  Brothers,  shall be paid in cash or in the  securities  of the Company
being offered in the Financing.

      In the event that Kuhns  Brothers is successful in raising the  Financing,
but the Company declines to accept the Financing,  Kuhns Brothers will be paid a
fee equal to 50% of its compensation due pursuant to the language above.

(ii) for merger and acquisition services--

      (a)   a merger and acquisition fee equal to the "Lehman  Formula" based on
            $5 million  increments,  that is, 5% of the first $5 million,  4% of
            the  second  $5  million,  etc.,  of the  consideration  paid in the
            Transaction,  or the  Lehman  Formula  of the  equity  value  of the
            organization being acquired, at the option of Kuhns Brothers.

                                       5
<PAGE>

      In  the  event  that  Kuhns  Brothers  is  involved  in  both  merger  and
      acquisition  services and  financial  advisory  services with respect to a
      Transaction, Kuhns Brothers shall be paid for each service.

      For purpose of this Agreement,  "consideration" means the aggregate value,
whether in cash,  securities,  assumption  (or  purchase  subject to) of debt or
liabilities  (including,  without  limitation,  indebtedness for borrowed money,
pension  liabilities or guarantees) or other property,  obligations or services,
paid or payable  directly or  indirectly  (in escrow or  otherwise) or otherwise
assumed  in  connection  with a  Transaction,  or the net  present  value of the
estimated  benefits to the Company of any joint venture,  licensing or marketing
agreement  ("Consideration").  The value of Consideration shall be determined as
follows:

      (a)   the value of  securities,  liabilities,  obligations,  property  and
            services  shall be the fair market value as shall mutually be agreed
            upon at the date of the closing of the Transaction;
      (b)   the value of indebtedness,  including indebtedness assumed, shall be
            the face amount; and/or
      (c)   the net present  value of the  estimated  benefits to the Company of
            any joint  venture,  licensing or marketing  agreement,  as mutually
            determined by the parties. If the parties cannot come to such mutual
            determination,  the net  present  value  described  above  shall  be
            determined by arbitration.

      If the Consideration payable in a Transaction includes contingent payments
to be calculated by reference to uncertain  future  occurrences,  such as future
financial or business  performance,  then any fees of Kuhns Brothers relating to
such  Consideration  shall  be  payable  at the  time  of the  receipt  of  such
Consideration.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing merger and acquisition services (of all types contemplated
by this  Agreement) to others.  Nothing herein  contained  shall be construed to
limit or restrict Kuhns  Brothers or its affiliates in conducting  such business
with respect to others or in rendering such advice to others.

      The Company also  acknowledges that Kuhns Brothers and its affiliates have
or may have ownership interests in businesses, assets or technologies identified
by them or others to the  Company  as  potential  Transactions.  Nothing  herein
contained  shall be construed to limit or restrict the ability of Kuhns Brothers
or its  affiliates  to be  compensated  for  its  ownership  interest  in such a
Transaction  on a basis  separate  and  apart  from the  compensation  described
herein.

      In connection with our merger and acquisition services,  you agree that if
during  the  period  Kuhns  Brothers  is  retained  by you  or  within  2  years
thereafter,  a Transaction is consummated with a third party introduced by Kuhns
Brothers or the Company  enters into a definitive  agreement  with a third party
introduced  by  Kuhns  Brothers  which  at  any  time  thereafter  results  in a
Transaction  ("Third  Parties"),  you will pay Kuhns Brothers a transaction  fee
equal to the Lehman Formula times the Consideration.

                                       6
<PAGE>

      It is understood that for purposes of this Agreement, Kuhns Brothers shall
be deemed to have  introduced  such  Third  Parties to the  Company  not only by
physical  introductions  and  meetings,  but also by arranging  or  facilitating
telephonic or correspondence meetings between the parties,  whether or not Kuhns
Brothers participated in such meetings, telephone calls or correspondence.

      Additionally,  if during the period  Kuhns  Brothers is retained by you or
within 2 years  thereafter,  a Transaction is consummated with a third party not
introduced to the Company by Kuhns  Brothers,  Kuhns will be paid a fee equal to
50% of its compensation due pursuant to the language above.

(iii) for strategic planning services--

      Upon execution of this Agreement:

      (a)   a monthly  retainer  of $10,000  per month for the  duration of this
            Agreement, payable on the first of the month.

(iv) for expenses--

      (a)   the Company shall pay directly the reasonable  expenses  incurred by
            Kuhns  Brothers  in relation to the  Financing,  including  expenses
            related to Kuhns Brothers' due diligence,  and shall reimburse Kuhns
            Brothers for any expenses  reasonably  incurred by it related to the
            Financing,  subject to such expenses being  authorized in advance by
            the Company (including, without limitation,  reasonable professional
            and  reasonable  legal  fees  and  disbursements  incurred  by Kuhns
            Brothers in connection with its engagement hereunder with respect to
            services  to be rendered by it, as well as any such fees or expenses
            reasonably  incurred  directly  by  personnel  of Kuhns  Brothers in
            connection with work on behalf of the Company).

      (b)   In the  event  the  Financing  does  not  close  due  to a  material
            misrepresentation  by the Company that is discovered  during the due
            diligence process, the Company will reimburse Kuhns Brothers for its
            out of pocket expenses, plus a breakage fee of $50,000.

III.     RIGHT TO BOARD PARTICIPATION OR OBSERVER STATUS
--------------------------------------------------------

      Kuhns  Brothers  has  the  right,  in  its  sole  discretion,  to  name  a
representative  to the  Company's  board of  directors  during  the time of this
Agreement and for such period of time after the termination of this Agreement as
any Financial or Strategic Investor introduced by Kuhns Brothers owns 5% or more
of the Company's  common stock. In its sole  discretion,  Kuhns Brothers may not
exercise its board participation  right, but shall instead choose to be named an
Observer to the Company's  board of directors.  Observer  status,  if exercised,
shall  entitle  Kuhns  Brothers to be present at all board  meetings,  including
physical and telephonic sessions, as well as to receive all information provided
to the Company's  board  members for such  meetings;  Observer  status shall not
enable Kuhns Brothers to vote or otherwise participate at such board meetings.

IV.      RIGHT TO SUB-CONTRACT OR SYNDICATE
-------------------------------------------

      Kuhns Brothers has the right, in its sole discretion,  to sub-contract any
of its rights to provide  services  hereunder to qualified  third parties in its
sole discretion,  so long as Kuhns Brothers remains the prime contractor of such
services to the Company.  Kuhns Brothers has the right to enter into any finder,
inter dealer or syndication  agreements  with qualified  parties with respect to
placing and arranging the Financing.

V.       ADDITIONAL INVESTMENT BANKING SERVICES
-----------------------------------------------

      The Company agrees that Kuhns  Brothers shall have the right,  but not the
obligation,  which right is exercisable in Kuhns Brothers' sole  discretion,  to
provide  investment  banking  services to the Company on an  exclusive  basis in
relation to the Company's financing for a period of 2 years from the date of the
expiration  of this  Agreement  and  such  additional  period  of time as may be
necessary to complete any project or Transaction  already commenced  pursuant to
the  Company's  written  request or engagement  of Kuhns  Brothers  prior to the
expiration  of such 2 year period.  Such services may include  underwriting  and
acting as a placement  agent for the Company's  securities on a lead-managed  or
co-managed  basis and providing other financial  advisory  services.  Such right
shall  terminate with respect to any transaction or service if the Company shall
request Kuhns  Brothers to lead such  transaction or to provide such service and
Kuhns  Brothers  shall  fail to notify  the  Company  within  fifteen  (15) days
thereafter  that Kuhns  Brothers will accept the  engagement.  In the event that
Kuhns  Brothers  agrees to  provide  such  investment  banking  services,  Kuhns
Brothers shall be paid as described in paragraph II above.  The remaining  terms
of such engagement shall be contained in specific engagement agreements relating
to  the   specific   transaction.   Notwithstanding   the   above  or  any  oral
representations  or assurances  previously or subsequently  made by the parties,
this  Agreement  does not  constitute a  commitment  by or  obligation  of Kuhns
Brothers to act as underwriter or placement  agent in connection with any future
offering of the Company's corporate securities. Such a commitment on the part of
Kuhns Brothers will exist only upon the execution of a final, written engagement
agreement and then only in accordance with the terms and conditions  thereof. In
any event,  Kuhns Brothers may determine in its sole discretion,  for any reason
(including,  without limitation, the results of its due diligence investigation,
a material change in the Company's financial  condition;  business or prospects,
the lack of  appropriate  internal Kuhns  Brothers  committee  approvals or then
current  market  conditions)  not to  participate  in  such an  offering  of the
Company's  securities.  In the event that Kuhns  Brothers,  with  respect to any
particular  transaction,  elects not to provide  investment banking or financial
advisory  services to the Company,  nothing  contained herein shall be deemed to
prevent the Company from  utilizing the services of another  investment  banking
firm for such transaction, but such retention of another investment banking firm
shall be without  prejudice to Kuhns Brothers'  rights hereunder with respect to
subsequent transactions.

                                       8
<PAGE>

      Upon the  execution of a publicly  traded  equity or debt capital  markets
transaction lead or co-managed by Kuhns Brothers,  Kuhns Brothers, in accordance
with its customary  practices,  will provide market making and research services
to  investors  in  the  securities  of the  Company  (subject,  however,  to the
Company's  continuation  or its  engagement  of Kuhns  Brothers  as a  financial
advisor  and  subject  to its  customary  right  not to  make a  market  in such
securities at any time or to suspend research coverage).

      For the  purpose of this  agreement,  "cause"  means the  failure by Kuhns
Brothers  to  perform  in  a  material  respect  its  obligations  hereunder  in
accordance  with  the  skill  and  diligence  normally  provided  by  recognized
investment banking companies;  provided,  however,  that the Company shall first
give Kuhns Brothers  reasonable  prior written notice of the Company's intent to
terminate the engagement (such notice to specify in reasonable  detail the facts
alleged to give rise to the  Company's  right to terminate  for cause) and shall
have provided Kuhns Brothers a reasonable opportunity to cure by performing such
obligations (the  reasonableness  of such opportunity to be measured not only by
Kuhns  Brothers'  ability to perform  during such period but also by the adverse
effect on the Company  resulting from providing such additional period to enable
Kuhns Brothers to perform).

VI.      INDEMNIFICATION
------------------------

      The Company shall  indemnify  Kuhns Brothers and hold it harmless  against
any and all losses,  claims,  damages or liabilities to which Kuhns Brothers may
become subject  arising in any manner out of or in connection with the rendering
of  service  by  Kuhns  Brothers  hereunder,  unless  it is  finally  judicially
determined that such losses,  claims,  damages or liabilities  resulted from the
gross negligence, bad faith and willful misconduct of Kuhns Brothers.

      The Company shall reimburse Kuhns Brothers promptly for any legal or other
expenses reasonably  incurred by it in connection with investigating,  preparing
to defend or  defending,  or  providing  evidence  in or  preparing  to serve or
serving as a witness with respect to, or  otherwise  relating to, any  lawsuits,
investigations,  claims or other proceedings  arising in any manner out of or in
connection with the rendering of services by Kuhns Brothers hereunder (including
without limitation, in connection with the enforcement of this Agreement and the
indemnification  obligations set forth herein);  provided,  however, that in the
event of a final judicial  determination  is made to the effect specified above,
Kuhns  Brothers  will remit to the  Company any  amounts  reimbursed  under such
paragraph.

      The Company agrees that the indemnification and reimbursement  commitments
set forth in this paragraph  shall apply if either the Company or Kuhns Brothers
is a formal party to any such  lawsuits,  claims or other  proceedings  and that
such commitments  shall extend upon the terms set forth in this paragraph to any
controlling person, affiliate,  director,  officer,  employee, or agent of Kuhns
Brothers (each,  with Kuhns  Brothers,  an  "Indemnified  Person").  The Company
further  agrees that,  without  Kuhns  Brothers'  prior written  consent,  which
consent will not be unreasonably withheld, it will not enter into any settlement
of a lawsuit,  claim or any other  proceeding  arising  out of the  transactions
contemplated by this Agreement  unless such settlement  includes an implicit and
unconditional  release  from the party  bringing  such  lawsuit,  claim or other
proceeding of all Indemnified Persons.

                                       9
<PAGE>

      The Company  further agrees that the  Indemnified  Persons are entitled to
retain  separate  counsel  of their  choice in  connection  with any  matters in
respect of which  Indemnification,  reimbursement  or contribution may be sought
under this  Agreement.  Fees for counsel will be payable only if management  and
counsel to the Company have has been consulted and allowed to participate  fully
in the  selection  of  reasonable  and  appropriate  counsel to the  Indemnified
Person(s).  Each  Indemnified  person  shall give notice to the  Company  within
thirty (30) days of the assertion  against such Indemnified  Person of any claim
or the  commencement  of any action or  proceeding  relating  to any  foregoing,
provided  further  that if the  Indemnified  person fails to notify the Company,
then the Company  shall be relieved  of any  liability  that it may have to such
Indemnified Person as to such claim hereunder.

      The  Company  and Kuhns  Brothers  agree  that if any  indemnification  or
reimbursement   sought  pursuant  to  the  preceding   paragraph  is  judicially
determined to be unavailable for a reason other than the gross  negligence,  bad
faith or  willful  misconduct  of Kuhns  Brothers,  then  whether  or not  Kuhns
Brothers  is the  Indemnified  Person,  the  Company  and Kuhns  Brothers  shall
contribute to the losses,  claims,  damages,  liabilities and expenses for which
such indemnification or reimbursement is held unavailable (i) in such proportion
as is  appropriate  to reflect the  relative  benefits to the Company on the one
hand, and Kuhns Brothers on the other hand, in connection with the  transactions
to  which  such  indemnification  or  reimbursement  relates,  or  (ii)  if  the
allocation  provided  by clause  (i) above is  judicially  determined  not to be
permitted, in such proportion as is appropriate to reflect not only the relative
benefits  referred to in clause (i) but also the relative  faults of the Company
on the one hand,  and Kuhns  Brothers  on the other  hand,  as well as any other
equitable considerations;  provided,  however, that in no event shall the amount
to be contributed by Kuhns Brothers pursuant to this paragraph exceed the amount
of the fees actually received by Kuhns Brothers hereunder.

VII.     MISCELLANEOUS
----------------------

      Except as  contemplated  by the terms hereof or subpoena issued by a court
of competent jurisdiction, Kuhns Brothers shall keep confidential all non-public
information  provided  to it  by  the  Company,  and  shall  not  disclose  such
information to any third party, other than such of its employees and advisors as
Kuhns Brothers determines to have a need to know.

                                       10
<PAGE>

      Except as required by  applicable  law, any advice to be provided by Kuhns
Brothers under this Agreement shall not be disclosed  publicly or made available
to any  third  parties  without  the  prior  approval  by  Kuhns  Brothers,  and
accordingly  such advice  shall not be relied upon by any person or entity other
than the Company.

      The term of Kuhns  Brothers'  engagement  hereunder  shall extend from the
date hereof until  terminated as set forth below.  Subject to the  provisions of
this  Agreement  that  shall  survive  any  termination  or  expiration  of  the
understanding  between the parties,  either party may terminate  Kuhns Brothers'
engagement  hereunder  at any time by giving  the  other  party at least 10 days
written notice.

      The  Company   agrees  that  Kuhns   Brothers   has  the  right  to  place
advertisements  in financial and other  newspapers  and journals  describing the
Company's  Financing  and  Kuhns  Brothers'  related  services  to  the  Company
hereunder,  provided  that  Kuhns  Brothers  will  submit  a copy  of  any  such
advertisements  to the Company for its prior approval,  which approval shall not
be unreasonably withheld.

      Nothing in this Agreement,  expressed or implied, is intended to confer or
does it confer on any person or entity  other than the  parties  hereto or their
respective successors and assigns, and to the extent expressly set forth herein,
the  Indemnified  Persons,  any  rights or  remedies  under or by reason of this
Agreement  or as a result  of the  services  to be  rendered  by Kuhns  Brothers
hereunder.

      Neither the execution and delivery of this letter Agreement by the Company
nor the consummation of the transactions  contemplated  hereby will, directly or
indirectly,  with or without the giving of notice or lapse of time, or both: (i)
violate any  provisions of the  Certificate of  Incorporation  or By-laws of the
Company; or (ii) violate, or be in conflict with, or constitute a default under,
any agreement, lease, mortgage, debt or obligation of the Company or require the
payment, any pre-payment or other penalty with respect thereto.

      The  invalidity or  unenforceability  of any  provision of this  Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

      This Agreement may not be amended or modified  except in writing signed by
each of the  parties  and shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of  Connecticut.  The  Company  and Kuhns
Brothers  hereby  irrevocably  and  unconditionally  consent  to  submit  to the
exclusive  jurisdiction  of the  courts of the State of  Connecticut  and of the
United States District  Courts located in Connecticut for any lawsuits,  actions
or other proceedings  arising out of or relating to this Agreement and agree not
to commence any such lawsuit,  action or other proceeding except in such courts.
The Company  further  agrees that  service of any  process,  summons,  notice or
document by mail, return receipt  requested,  to the Company's address set forth
above shall be  effective  service of process for any  lawsuit,  action or other
proceeding  brought against the Company in any such court. The Company and Kuhns
Brothers  hereby  irrevocably  and  unconditionally  waive any  objection to the
laying of venue of any  lawsuit,  action or other  proceeding  arising out of or
relating  to this  Agreement  in the courts of the State of  Connecticut  or the
United States District  Courts located in the State of  Connecticut,  and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such lawsuit,  action or other proceeding brought in any
such court has been brought in an inconvenient forum. Any right to trial by jury
with  respect  to any  lawsuit,  claim or  other  proceeding  arising  out of or
relating to this  Agreement  or the  services  to be rendered by Kuhns  Brothers
hereunder is expressly and irrevocably waived.

                                       11
<PAGE>

      This  agreement  is subject to the  approval of the board of  directors of
both companies.

      If the  foregoing  correctly  sets forth the  understanding  and agreement
between Kuhns Brothers and the Company, please so indicate in the space provided
for that  purpose  below,  whereupon  this  letter  shall  constitute  a binding
agreement as of the date hereof.

                                                    Kuhns Brothers, Inc.


                                                     By:
                                                        ------------------------
                                                     Name: John D. Kuhns
                                                     Title: Chairman


         AGREED:

         By:
            --------------------------
         Name:
         Title:
         Jinpan International Limited




         Cc: Delphinian Quest Advisors
         Mr. Paul Chan
         paulchan@att.net

                                       12