EXHIBIT 10.12A
                                                   --------------

           MUTUAL RELEASE AND TERMINATION AGREEMENT
           ----------------------------------------

     This   MUTUAL   RELEASE  AND  TERMINATION  AGREEMENT   (this
"Agreement") is entered into this 19th day of December  2003,  by
and  between  Duncan  Capital LLC ("Duncan  Capital"),  Strategic
Growth  International, Inc., its subsidiaries  and/or  affiliates
(hereinafter  "SRG")  and  Pacific CMA,  Inc.,  its  subsidiaries
and/or affiliates (hereinafter "Pacific").

                      W I T N E S S E T H:

     WHEREAS,  Duncan Capital and SRG entered into  a  consulting
agreement,   dated   October  21,  2003  (the   "SRG   Consulting
Agreement"),  pursuant to which SRG agreed to serve  as  Investor
Relations  Consultant to Duncan Capital for services rendered  to
Duncan Capital's client, Pacific;

     WHEREAS,  Duncan Capital and SRG wish to mutually  terminate
the SRG Consulting Agreement;

     WHEREAS,  Pacific  also  wishes,  among  other  things,   to
acknowledge the termination of the SRG Consulting Agreement; and

     WHEREAS,  all of the parties desire to provide a mutual  and
reciprocal  full  release of any rights  or  claims,  except  for
indemnification  rights and/or claims,  in  respect  of  the  SRG
Consulting Agreement.

     NOW,  THEREFORE,  for  and in consideration  of  the  mutual
agreements   set  forth  herein  and  other  good  and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

  1.  Termination of the SRG Consulting Agreement.   Except  with
      -------------------------------------------
respect  to  any  indemnification rights and/or  obligations  by,
between or among the parties thereunder (which shall continue  to
survive),  the  SRG Consulting Agreement is hereby terminated  in
its  entirety and shall be of no further force and effect and all
rights  and  obligations  of any party thereto  shall  be  of  no
further  force  or  effect and no party thereto  shall  have  any
rights, obligations or liabilities of any nature thereunder.  SRG
hereby  confirms  other than the $10,523.92 billed  for  December
2003,  that  it  is  not  owed  any Service  Fees,  out-of-pocket
expenses, warrants or any other compensation by Duncan Capital or
Pacific  pursuant to the SRG Consulting Agreement  or  any  other
agreement currently in effect.  SRG further confirms that  it  is
entitled  to receive only 50,000 five-year common stock  purchase
warrants  of Pacific at a strike price of $1.20 per share,  those
being  the warrants that have vested as of the date hereof  under
the SRG Consulting Agreement.


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  2.  Duncan Capital Warrants; Additional Warrants. In connection
      --------------------------------------------
with certain past services rendered to Pacific, Duncan Capital is
entitled  to  receive (i) 50,000 five-year common stock  purchase
warrants from Pacific at a strike price of $1.20, and (ii) 50,000
five-year common stock purchase warrants from Pacific at a strike
price  of  $0.80  (collectively, the "Duncan Capital  Warrants").
Pacific  hereby confirms that it will deliver the Duncan  Capital
Warrants  in proper form and executed by Pacific within ten  (20)
business  days of the date hereof.  Pacific further  acknowledges
that,  in  addition  to the Duncan Capital  Warrants,  Duncan  is
entitled  to  receive 186,335 additional five-year  common  stock
purchase  warrants  at  a  strike  price  of  $1.93  ("Additional
Financing  Warrants")  in connection with its  involvement  in  a
recent  private  placement transaction  conducted  on  behalf  of
Pacific;  nothing in this Agreement should act as, be  deemed  to
be,  or  otherwise be construed as, a waiver of Duncan  Capital's
rights  to  receive any and all such compensation due  and  owing
with  respect  to the private placement and Pacific  hereby  also
agrees  to  deliver such Additional Financing Warrants to  Duncan
Capital within twenty (20) business days of the date hereof.

  3.  Duncan Capital Cash Amount. In addition to the warrants set
      --------------------------
forth  in  Section  2 above, Pacific also owes  Duncan  fees  and
expenses  in the amount of $14,456.25 (the "Cash Amount").  These
fees  and  expenses  have  been  previously  invoiced  by  Duncan
Capital,   and  Pacific  hereby  confirms  that,   as   soon   as
commercially  practicable, it will wire the Cash  Amount  to  the
following account:

          Duncan Capital LLC

          A/C #94799 80098
          ABA # 021202162
          Fleet Bank
          345 Park Avenue, New York, New York 10154

  4.  SRG Release.
      -----------


  (a)  As of the date hereof for good and valuable consideration,
the  receipt  and  adequacy of which is hereby acknowledged,  and
other  than with respect to any indemnification rights  which  it
may  hold  (whether  pursuant  to the indemnification  provisions
contained   in  the  SRG  Consulting  Agreement  or   any   other
agreement),    SRG   hereby   unconditionally   and   irrevocably
compromises,  settles, remises, acquits and  fully  releases  and
forever  discharges  Duncan  Capital, Pacific,  their  respective
parents,  subsidiaries, related corporations,  limited  liability
companies, partnerships and other affiliates, and each  of  their
respective partners, owners, stockholders, members, predecessors,
successors,  assigns,  directors,  officers,  managers,   agents,
employees,  attorneys,  insurers  and  representatives  and   all
persons acting by, through, under or in concert with any of  them
(hereinafter  collectively referred to as the  "SRG  Releasees"),
from all claims, including without limitation lawsuits, causes of
action,  counterclaims, setoffs, choses in action, debts,  liens,
contracts,  obligations, promises, liabilities, rights,  demands,
judgments,  damages, losses, costs, expenses and attorneys'  fees
of any nature whatsoever, whether known or unknown, which SRG may
now  have,  own  or  hold, against such persons and/or  entities,
relating  to,  based  upon  or arising from  any  act,  omission,
condition  or proceedings prior to the date of this Agreement  in
connection  with, or arising out of, directly or indirectly,  the
SRG  Consulting Agreement ("Claims").  This release includes, but
is  not limited to, any and all Claims for or in connection  with



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fraud,  discrimination,  wrongful  termination  in  violation  of
public  policy,  breach of contract, interference  with  economic
advantage, breach of fiduciary duty, emotional distress, personal
injury,   invasion  of  privacy,  defamation,   quantum   meruit,
negligence, strict liability and any and all claims arising under
any  foreign, federal, state or other governmental statute,  law,
regulation  or  ordinance.  This release  includes,  but  is  not
limited  to, the Claims for prior acts, omissions, conditions  or
proceedings alleged in prior communications between the  parties,
if any.

  (b)  SRG agrees not to  advocate or incite  the institution of,
or assist or participate in, without compulsion of legal process,
any  suit  or  complaint  by any  Person  against  SRG  Releasees
relating  to  the  foregoing.   For  purposes of  this Agreement,
"Person" will  be  broadly  defined to  include  any  individual,
corporation,  limited  liability  company,  partnership,  limited
liability  partnership,  joint venture,  association, joint-stock
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.

  5.  Duncan Capital Release.
      ----------------------

  (a)  As of the date hereof for good and valuable consideration,
the  receipt  and  adequacy of which is hereby acknowledged,  and
other  than with respect to any indemnification rights  which  it
may  hold  (whether  pursuant  to the indemnification  provisions
contained   in  the  SRG  Consulting  Agreement  or   any   other
agreement), Duncan Capital hereby unconditionally and irrevocably
compromises,  settles, remises, acquits and  fully  releases  and
forever   discharges  SRG,  Pacific,  their  respective  parents,
subsidiaries, related corporations, limited liability  companies,
partnerships  and other affiliates, and each of their  respective
partners,    owners,    stockholders,   members,    predecessors,
successors,  assigns,  directors,  officers,  managers,   agents,
employees,  attorneys,  insurers  and  representatives  and   all
persons acting by, through, under or in concert with any of  them
(hereinafter collectively referred to as the "Duncan Releasees"),
from  all Claims.  This release includes, but is not limited  to,
any   and   all   Claims  for  or  in  connection   with   fraud,
discrimination,  wrongful  termination  in  violation  of  public
policy, breach of contract, interference with economic advantage,
breach  of  fiduciary duty, emotional distress, personal  injury,
invasion  of  privacy,  defamation, quantum  meruit,  negligence,
strict  liability  and  any  and all  claims  arising  under  any
foreign,  federal,  state  or  other governmental  statute,  law,
regulation  or  ordinance.  This release  includes,  but  is  not
limited  to, the Claims for prior acts, omissions, conditions  or
proceedings alleged in prior communications between the parties.

  (b)  Duncan  Capital  agrees  not  to advocate  or  incite  the
institution of,  or assist or  participate in, without compulsion
of legal process,  any suit or  complaint by  any Person  against
Duncan Releasees relating to the foregoing.

  6.  Pacific Release.
      ---------------

  (a)  As of the date hereof for good and valuable consideration,
the  receipt  and  adequacy of which is hereby acknowledged,  and
other  than with respect to any indemnification rights  which  it
may  hold  (whether  pursuant  to the indemnification  provisions
contained   in  the  SRG  Consulting  Agreement  or   any   other
agreement),   Pacific  hereby  unconditionally  and   irrevocably
compromises,  settles, remises, acquits and  fully  releases  and
forever discharges SRG, Duncan Capital, their respective parents,
subsidiaries, related corporations, limited liability  companies,


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partnerships  and other affiliates, and each of their  respective
partners,    owners,    stockholders,   members,    predecessors,
successors,  assigns,  directors,  officers,  managers,   agents,
employees,  attorneys,  insurers  and  representatives  and   all
persons acting by, through, under or in concert with any of  them
(hereinafter   collectively   referred   to   as   the   "Pacific
Releasees"), from all Claims.  This release includes, but is  not
limited  to, any and all Claims for or in connection with  fraud,
discrimination,  wrongful  termination  in  violation  of  public
policy, breach of contract, interference with economic advantage,
breach  of  fiduciary duty, emotional distress, personal  injury,
invasion  of  privacy,  defamation, quantum  meruit,  negligence,
strict  liability  and  any  and all  claims  arising  under  any
foreign,  federal,  state  or  other governmental  statute,  law,
regulation  or  ordinance.  This release  includes,  but  is  not
limited  to, the Claims for prior acts, omissions, conditions  or
proceedings alleged in prior communications between the parties.

  (b)  Pacific  agrees not to  advocate or incite the institution
of,  or assist  or participate in,  without  compulsion  of legal
process,  any  suit or  complaint by any  Person against  Pacific
Releasees relating to the foregoing.

  7.  Full and Independent  Knowledge;  Authority.   The  parties
      -------------------------------------------
acknowledge and represent that (i) they each have consulted  with
and  have  had the advice and counsel of attorneys, in connection
with  the  preparation, review, and execution of this  Agreement;
(ii)  that  they each have executed the Agreement without  fraud,
duress  or  undue influence; and (iii) that each party  does  not
rely and has not relied upon any representation or statement made
by  any  other party or any of their representatives, with regard
to  the subject matter, basis or effect of this Agreement,  other
than statements contained in this Agreement.  Each of the parties
represent to the other parties that they have the full power  and
authority  to enter into this Agreement and that this  Agreement,
when  executed and delivered by such party, will constitute valid
and  legally  binding obligations of such party,  enforceable  in
accordance with its terms.

   8.  Ownership of Claims.  The  parties  represent  and warrant
       -------------------
they have not heretofore assigned or transferred, or purported to
assign  or  transfer,  to any  person  or entity,  any Claims  or
portion  thereof   or  interest  therein,   and  each  agrees  to
indemnify,  defend, and hold such other parties harmless from and
against  any and all Claims, based on or arising  out of any such
assignment or transfer,  or purported assignment or transfer,  of
any Claims, or any portion thereof or interest therein.

   9.  Confidentiality. Other than to their respective releasees,
       ---------------
the parties represent and warrant that the have not disclosed and
will not disclose,  other than as mandated by legal process,  the
terms of this Agreement; the amounts, if any, referred to in this
Agreement;  the  fact of  the  payment  of said amounts;  or  the
content  of any  discussions between  the parties leading to this
Agreement,  except  that  the  parties may  disclose  information
regarding  the  amounts  referred to in  this Agreement to  their
accountants and  tax attorneys in  order for such  individuals to
render service to him.

   10.  Successors.   This  Agreement shall  be binding  upon the
        ----------
successors and assigns of the parties.



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   11.  Further Assurances. The parties agree, without additional
        ------------------
consideration, to execute and deliver such other documents and to
take such other action as may be necessary or appropriate to give
full  force and  effect to  the  basic  terms and  intent of this
Agreement.

   12.  Miscellaneous.
        -------------

       (a)  This Agreement  shall be construed and interpreted in
accordance  with  the  laws of the State of  New  York,  and  all
disputes hereunder shall be governed thereby.  The parties hereto
understand and agree that any controversy or claim arising out of
or  related  to this Agreement, or any breach thereof,  shall  be
settled by final and binding arbitration in New York pursuant  to
the  Commercial Dispute Resolution Procedures and  Rules  of  the
American   Arbitration  Association  ("AAA   Rules")   and   that
disinterested arbitrator shall be selected pursuant  to  the  AAA
Rules.

       (b)  Should any provision of this Agreement be declared or
determined by any court to be illegal or invalid, the validity of
the  remaining parts, terms and provisions shall not be  affected
thereby  and said illegal or invalid term or provision  shall  be
deemed not to be a part of this Agreement.

       (c)  This   Agreement  sets  forth  the  entire  agreement
between the parties hereto, and fully supersedes and replaces any
all prior agreements, negotiations or  understandings between the
parties hereto pertaining to the subject  matter hereof.  Each of
the  parties  hereto  acknowledges  that no other party,  nor any
agent   or  attorney  of  any  party,   has  made   any  promise,
representation  or warranty whatsoever,  express or implied,  not
contained herein  concerning the subject matter hereof, to induce
it to  execute this  Agreement and acknowledges  that it  has not
executed   this  document  in  reliance  on   any  such  promise,
representation or warranty not contained herein.

       (d)  This  Agreement  may  be  executed  in  one  or  more
counterparts,   and  by  different  parties  hereto  on  separate
counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

       (e)  The terms  and provisions  of this  Agreement may  be
modified or  amended only by  written agreement executed  by both
parties hereto.

     IN  WITNESS WHEREOF, each of Duncan Capital, SRG and Pacific
have  caused  this Agreement to be executed by a duly  authorized
person on its behalf as of the day and year first above written.

                            DUNCAN CAPITAL LLC



                            By:  /s/Michael Crow
                               ---------------------------------
                               Name: Michael Crow
                               Title: Chief Executive Officer



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                            STRATEGIC GROWTH INTERNATIONAL, INC.



                            By:  /s/Richard Cooper
                               ---------------------------------
                               Name:  Richard Cooper
                               Title: Chairman



                            PACIFIC CMA, INC.



                            By:  /s/Alfred Lam
                               ---------------------------------
                               Name:  Alfred Lam
                               Title:  Chairman and Chief
                                       Executive Officer

















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