May 15,
2009

     

    FINANCIAL
PUBLIC RELATIONS

     

    CONSULTING
AGREEMENT

    


    THIS
FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 15th day of May 2009
(the “Execution Date”), by and between: US SOLARTECH, INC., a Delaware
corporation with its principal office located at 199 Main Street, Suite 708,
White Plains, New York 10601 (hereinafter referred to
as the "COMPANY") and RICHARD
R. ROZZI, located at 86 Pancake Hollow Road, Highlands, New York 12528,
engaged in providing financial public relations services (hereinafter referred
to as "CONSULTANT").

    


    WITNESSETH
THAT:

    


    WHEREAS, the COMPANY requires certain
financial public relations services and desires to retain CONSULTANT, as an
independent contractor consultant, to provide such services, and CONSULTANT is
agreeable to such employment, and the parties desire a written document
formalizing their relationship and evidencing the terms of their
agreement;

    


    NOW,
THEREFORE, intending to be legally bound, and in consideration of the mutual
promises and covenants, the parties have agreed as follows:

    


    
      	
               
      

            	
              1.

            	
              APPOINTMENT.  The
      COMPANY hereby appoints CONSULTANT as its non-exclusive financial public
      relations advisor and hereby retains CONSULTANT, on the terms and
      conditions of this Agreement.  CONSULTANT accepts such
      appointment and agrees to perform the services upon the terms and
      conditions of this Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              TERM.  The
      term of this Agreement shall begin on May 15, 2009 and shall terminate on
      May 14, 2012. This Agreement shall supersede any and all oral agreements
      under which the parties have operated prior to the effective date of this
      Agreement

            


    

    


    
      	
               
      

            	
              3.

            	
              SERVICES.  CONSULTANT
      shall act, generally, as a non-exclusive financial public relations
      consultant, using CONSULTANT’S best efforts in connection with performing
      the following services (the “Services”) provided that to the Company’s
      knowledge, the COMPANY is compliant with respect to the COMPANY’S filings
      with the Securities and Exchange Commission (such filings being the “SEC
      Filings”)  in all material
respects:

            


    

    


    
      	
               
      

            	
              a.

            	
              As
      the COMPANY shall request or direct, CONSULTANT shall assist in
      establishing relationships with, and advising the COMPANY with respect to,
      current and prospective market makers regarding making a market in the
      COMPANY’S securities, as well as broker-dealers, underwriters, and
      analysts with respect to all matters associated with the COMPANY’S
      securities, including, but not limited to efforts toward securing market
      makers in connection with quotation of the COMPANY’S common stock on the
      OTC Bulletin Board or the
NASDAQ;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              b.

            	
              CONSULTANT
      shall assist the COMPANY in identifying and approaching prospective
      investors in the COMPANY’S securities and serve, at the COMPANY’S request
      as a liaison between the COMPANY and such persons; however, as provided in
      Section 4, CONSULTANT shall not participate directly or indirectly between
      the COMPANY and such person with respect to structuring and/or closing a
      transaction;

            


    

    


    
      	
               
      

            	
              c.

            	
              CONSULTANT
      shall advise the COMPANY with respect to communications and information,
      including, but not limited to: interviews, articles, newsletters, press
      releases, and other communications about the COMPANY as well as planning,
      designing, developing, organizing, and distributing such communications
      and information as the COMPANY may request or
  direct.

            


    

    


    
      	
               
      

            	
              d.

            	
              CONSULTANT
      shall advise the COMPANY generally with respect to matters associated with
      investor relations, including, but not limited to, reviewing shareholder
      reports and newsletters, and advising on matters associated with special
      and regular shareholder meetings.

            


    

    


    
      	
               
      

            	
              e.

            	
              As
      the COMPANY shall request or direct, CONSULTANT shall seek to make the
      COMPANY, its management, its business plan and concept, and its financial
      situation and prospects, known to the financial press and publications,
      broker-dealers, mutual funds, institutional investors, market makers,
      broker-dealers, private equity, hedge and other funds, and other members
      of the financial community, through means including, but not limited to,
      procurement of interviews of the COMPANY’S officers and executives by the
      financial media and by analysts, market makers, broker-dealers, and other
      members of the financial community.

            


    

    


    
      	
               
      

            	
              f.

            	
              CONSULTANT,
      in providing the foregoing services, shall be responsible for all costs of
      providing the services including, but not limited to, out-of-pocket
      expenses for travel, entertainment, postage, delivery service, (e.g.,
      Federal Express), and telephone/ facsimile charges. For the avoidance of
      doubt, CONSULTANT'S compensation under Paragraph 9 shall be deemed to
      include all CONSULTANT'S costs and
expenses.

            


    

    


    
      	
               
      

            	
              g.

            	
              In
      connection with CONSULTANT’S provision of the foregoing services,
      CONSULTANT will regularly review SEC Filings and familiarize himself with
      the COMPANY’S most updated public
disclosures.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.

            	
              EXCLUDED
      SERVICES.  CONSULTANT is not a registered broker-dealer
      or licensed brokerage firm and nothing contained in this Agreement shall
      be construed to require that CONSULTANT provide any services which would
      require such registration or licensing including, but not limited to, the
      raising of capital or the sale of
securities.

            


    

    


    
      	
               
      

            	
              5.

            	
              LIMITATIONS ON
      SERVICES.  The parties recognize that certain
      responsibilities and obligations are imposed by federal and state
      securities laws and by the applicable rules and regulations of stock
      exchanges, the National Association of Securities Dealers, in-house
      "due-diligence" or "compliance" departments of brokerage houses,
      etc.  Accordingly, CONSULTANT
agrees:

            


    

    


    
      	
               
      

            	
              a.

            	
              CONSULTANT
      shall not release any financial or other information or data about the
      COMPANY without the consent and approval of the COMPANY and all written
      materials to be provided to a third party, shall be pre-approved by the
      COMPANY in writing.

            


    

    


    
      	
               
      

            	
              b.

            	
              CONSULTANT
      shall not conduct any meetings with financial analysts without informing
      the COMPANY in advance of the proposed meeting and the format or agenda of
      such meeting and providing the COMPANY with an opportunity to have a
      representative of the COMPANY attend such
  meeting.

            


    

    


    
      	
               
      

            	
              c.

            	
              CONSULTANT
      shall NOT release any information or data about the COMPANY which is not
      disclosed in SEC Filings.

            


    

    


    
      	
               
      

            	
              d.

            	
              CONSULTANT
      acknowledges that the COMPANY has filed a registration statement
      registering the resale of the COMPANY’S common stock on form S-1, and
      understands that such filing triggers restrictions on permitted activities
      with respect to sale of the COMPANY’S securities.  Accordingly, at present
      and at any other time during which a registration statement has been filed
      through the conclusion six months (or such other period providing for a
      safe harbor from integration under Regulation D of the Securities Act of
      1933 as shall be in effect) following the effective date of any
      registration statement, CONSULTANT must confirm with the COMPANY that the
      COMPANY’S counsel has no objection to CONSULTANT’S planned
      activities.

            


    

    


    
      	
               
      

            	
              e.

            	
              CONSULTANT
      shall NOT, take any action or advise or knowingly permit the COMPANY to
      take any action, which could violate any United States federal or state or
      foreign securities laws or rules and regulations issued thereunder, or any
      other applicable law.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              6.

            	
              DUTIES OF
      COMPANY.

            


    

    


    
      	
               
      

            	
              a.

            	
              From
      time to time, the COMPANY shall provide CONSULTANT with such information
      which COMPANY deems appropriate and relevant to CONSULTANT in connection
      with CONSULTANT’S performance of the Services, including, but not limited
      to, sharing the COMPANY’S marketing materials with the
      COMPANY.

            


    

    


    
      	
               
      

            	
              b.

            	
              COMPANY
      shall promptly notify CONSULTANT of the filing of any registration
      statement for the sale of securities and of any other event which triggers
      restrictions on publicity.

            


    

    


    
      	
               
      

            	
              c.

            	
              COMPANY
      shall endeavor to contemporaneously notify CONSULTANT if any information
      or data being supplied to CONSULTANT has not been generally released or
      promulgated, provided that CONSULTANT shall remain solely responsible for
      CONSULTANT’S compliance with applicable rules pertaining to protection of
      material non-public information.

            


    

    


    
      	
               
      

            	
              7.

            	
              REPRESENTATIONS AND
      WARRANTIES.

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      COMPANY represents that it has not knowingly provided CONSULTANT with any
      information which is misleading.

            


    

    


    
      	
               
      

            	
              b.

            	
              CONSULTANT
      represents and warrants that CONSULTANT has the experience, skills,
      business connections and reputation necessary to perform his duties
      hereunder.

            


    

    


    
      	
               
      

            	
              c.

            	
              CONSULTANT
      represents and warrants that CONSULANT shall use his best efforts to
      familiarize himself with the COMPANY’S SEC Filings and other information
      provided by the COMPANY, and that CONSULTANT’S statements to third parties
      shall not go beyond the scope of such
  information.

            


    

    


    
      	
               
      

            	
              d.

            	
              CONSULTANT
      represents and warrants that he is not currently, and has never been, the
      subject of a formal or to the best of CONSULTANT’S knowledge an informal
      investigation by, or been fined, censured, reprimanded, or suspended by,
      the SEC, any state securities authority, or any other state, federal or
      other government or administrative body regarding any civil or criminal
      action in the United States or any foreign jurisdiction, and undertakes to
      immediately inform the COMPANY in writing upon becoming aware of any of
      the foregoing.  CONSULTANT undertakes to comply with all federal
      and state securities laws and any other applicable
  laws.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              8.

            	
              INDEMNIFICATION.

            


    

    


    
      	
               
      

            	
              a.

            	
              COMPANY
      hereby agrees to indemnify CONSULTANT against, and to hold CONSULTANT
      harmless from, any claims, demands, suits, loss, and damages directly
      arising out of the COMPANY’S breach of its obligations under this
      Agreement.  For the avoidance of doubt, notwithstanding any
      provision herein, the COMPANY shall not be liable for any consequential
      damages or claims for lost opportunities or
      profits.  Notwithstanding any provision herein, absent the
      COMPANY’S gross negligence or willful misconduct, the COMPANY’S
      indemnification obligation hereunder shall be limited to the aggregate
      amount of investments from individuals introduced by CONSULTANT to the
      COMPANY pursuant to this Agreement.

            


    

    


    
      	
               
      

            	
              b.

            	
              CONSULTANT
      hereby agrees to indemnify the COMPANY against, and to hold the COMPANY
      harmless from any claims, demands, suits, loss, and damages directly
      arising out of CONSULTANT’S breach of its obligations under this
      Agreement.  For the avoidance of doubt, notwithstanding any
      provision herein, the CONSULTANT shall not be liable for any consequential
      damages or claims for lost opportunities or
      profits.  Notwithstanding any provision herein, absent the
      CONSULTANT’S gross negligence or willful misconduct, the CONSULTANT’S
      indemnification obligation hereunder shall be limited to the aggregate
      amount of investments from individuals introduced by CONSULTANT to the
      COMPANY pursuant to this Agreement.

            


    

    


    
      	
               
      

            	
              c.

            	
              An
      indemnifying part hereunder shall be entitled to select counsel and
      control the process concerning, including the rendering of all material
      decisions, any indemnification
hereunder.

            


    

    


    
      	
               
      

            	
              9.

            	
              COMPENSATION.

            


    

    


    
      	
               
      

            	
              a.

            	
              In
      consideration for CONSULTANT’S provision of services hereunder, COMPANY
      shall compensate CONSULTANT in accordance with Schedule A
      hereto, at the times and subject to CONSULTANT’S having
      met  each of the previous milestones set forth
      therein.  The COMPANY shall be under no obligation to register
      the resale of the securities issued hereunder, or the securities issuable
      upon exercise thereof, and shall have the right to require CONSULTANT to
      make reasonable representations in connection with the issuance
      thereof.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      parties acknowledge that in negotiating this fee arrangement they
      recognize that the Services will probably not be performed in equal
      monthly segments, but may be substantial during the early portion of the
      term and less intensive thereafter as relationships and communications
      lines are established directly by the
COMPANY.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              10.

            	
              RELATIONSHIP OF
      PARTIES.  CONSULTANT is an independent contractor,
      responsible for compensation of its agents, employees and representatives,
      as well as all applicable withholding therefrom and taxes thereon,
      including unemployment compensation and all workers’ compensation
      insurance. This Agreement does not establish any partnership, joint
      venture, or other business entity or association between the parties and
      neither party is intended to have any interest in the business or property
      of the other.  Notwithstanding any provision herein, CONSULTANT
      shall have no authority to obligate or bind the COMPANY in any manner, and
      any representation or action by CONSULTANT implying the contrary shall
      constitute a material breach of this
Agreement.

            


    

    


    
      	
               
      

            	
              11.

            	
              TERMINATION.  This
      agreement may not be terminated by either party prior to the expiration of
      the term provided in Paragraph 2 above except as
  follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Upon
      failure of the other party to cure a default under, or a breach of, this
      Agreement within thirty (30) days after written notice is given as to such
      breach by the terminating party;

            


    

    


    
      	
               
      

            	
              b.

            	
              Upon
      the bankruptcy or liquidation of the other party, whether voluntary or
      involuntary;

            


    

    


    
      	
               
      

            	
              c.

            	
              Upon
      the other party taking the benefit of any insolvency law;
      and/or

            


    

    


    
      	
               
      

            	
              d.

            	
              Upon
      the other party having or applying for a receiver for all or a substantial
      part of such party's assets or
business.

            


    

    


    For the
avoidance of doubt, CONSULTANT shall not be entitled to receive any unearned
compensation hereunder subsequent to termination.

    


    
      	
               
      

            	
              12.

            	
              CONFIDENTIALITY.  The
      parties acknowledge that during the course of their relationship that
      CONSULTANT may acquire information regarding the COMPANY or its
      affiliates, its business activities, strategies, pricing, network
      information, services, products and operations or those of its clients
      (actual or potential), customers and suppliers, and its trade secrets,
      whether oral or written, of a confidential and proprietary nature (“Confidential
      Information”). CONSULTANT shall hold such Confidential Information
      in strict confidence and shall not reveal the same, except for any
      information which is: (a) generally available to or known to the public;
      (b) known to CONSULTANT prior to the negotiations leading to this
      Agreement; (c) independently developed by CONSULTANT outside the scope of
      this Agreement; (d) lawfully received by CONSULTANT from a third party
      without any obligation of confidentiality; (e) approved in writing for
      disclosure by the COMPANY; or (f) required to be disclosed pursuant to any
      binding legal, judicial or governmental request.  This paragraph
      shall be binding upon the parties and shall survive expiration or
      termination of this Agreement or any subsequent legally binding definitive
      agreement between the parties for a period of one (1) year after such
      expiration or termination.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.

            	
              ATTORNEY'S
      FEES.  Should either party default in the terms or
      conditions of this Agreement and suit be filed as result of such default,
      the prevailing party shall be entitled to recover all costs incurred as a
      result of such default including all costs and reasonable attorney's fees,
      expenses and court costs through trial and
  appeal.

            


    

    


    
      	
               
      

            	
              14.

            	
              WAIVER OF
      BREACH.  The waiver by either party of a breach of any
      provision of this Agreement by the other party shall not operate to be
      construed as a waiver of any subsequent breach by the other
      party.

            


    

    


    
      	
               
      

            	
              15.

            	
              ASSIGNMENT.  The
      rights and obligations of the parties under this Agreement shall inure to
      the benefit of, and shall be binding upon, the successors, and assigns of
      the parties, provided that notwithstanding any provision herein,
      CONSULTANT shall not assign this Agreement and any attempt at such
      Assignment shall  constitute a breach of this Agreement and
      shall be ineffective.

            


    

    


    
      	
               
      

            	
              16.

            	
              NOTICES.  Any
      notice required or permitted to be given under this Agreement shall be
      sufficient if in writing, and if sent by certified mail, return receipt
      requested, to the party’s address set forth in the preamble
      hereto.

            


    

    


    
      	
               
      

            	
              17.

            	
              OWNERSHIP OF MARKETING
      MATERIALS.  CONSULTANT acknowledges that brochures,
      marketing materials and other materials prepared by the COMPANY or
      CONSULTANT in connection with CONSULTANT’S performance of the Services
      shall be deemed the sole and exclusive property of the COMPANY and the
      COMPANY hereby grants CONSULTANT a non-exclusive, revocable license to use
      all such materials.  Any materials prepared by CONSULTANT in
      connection herewith shall be deemed “work for
  hire.”

            


    

    


    
      	
               
      

            	
              18.

            	
              GOVERNING LAW,
      DISPUTES.  The Agreement shall be governed by and
      construed in accordance with the laws of the State of New York without
      regard to the conflict of laws provisions thereof.  The parties
      hereto hereby consent to the exclusive jurisdiction of any federal or
      state court located within the State of New York and that all claims,
      actions or proceedings related to the subject matter hereof may be heard
      and determined in such courts.

            


    

    


    
      	
               
      

            	
              19.

            	
              SEVERABILITY. In the
      event that a court of competent jurisdiction finds any provision of this
      Agreement to be illegal, invalid or unenforceable, it is the intention of
      the parties that such court shall modify such provision as necessary so
      that it shall be legal, valid and enforceable.  The illegality,
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the legality, validity or enforceability of any other provision
      of this Agreement.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    


    
      
        	
              	
                20.

              	
                ENTIRE
      AGREEMENT.  This instrument contains the entire agreement
      of the parties and supersedes all prior communications and agreements,
      whether oral or written, between the parties prior to the date hereof and
      may be modified only by agreement in writing, signed by the party against
      whom enforcement of any waiver, change, modification, extension, or
      discharge is sought

              


      

    

    


    IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.

    


    
      
        
          	 
      	
                  RICHARD
      R. ROZZI

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Richard
      R. Rozzi

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  US
      SOLARTECH, INC.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Steven
      Phillips, CFO

                	 
      


        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    
      	
               
      

            	
              1.

            	
              On
      the forty-fifth day following the Execution Date, the COMPANY shall issue
      to CONSULTANT options  to purchase One Hundred Thousand
      (100,000) shares of the COMPANY’S Common Stock, substantially under the
      same terms  provided in the warrants issued by the COMPANY in
      connection with the COMPANY’S conversion to a Delaware corporation
      (“Options ”) at an exercise price of $2.00 per share; provided that by
      such date, CONSULTANT shall, in addition to performing the Services, have
      accomplished all of the following:

            


    

    


    
      	
               
      

            	
              ·

            	
              Introduced
      the COMPANY to a market maker(s) not previously introduced to the COMPANY,
      and assisted the COMPANY  in securing a  market maker
      that (i) agreed to make  a bona fide market in the
      COMPANY’S common stock on the OTB Bulletin Board and (ii) timely
      filed  FINRA report(s) and other reports in connection
      therewith;

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      a minimum of two (2) meetings with separate investment bankers acceptable
      to the COMPANY and not previously introduced to the COMPANY to discuss
      financing and other investment banking activities with the
      COMPANY.

            


    

    


    
      	
               
      

            	
              2.

            	
              On
      the date which is eighteen (18) months following the Execution Date, the
      COMPANY shall issue to CONSULTANT, Options to purchase Fifty Thousand
      (50,000) shares of the COMPANY’S common stock, at an exercise price of
      $3.00 per share; provided that by such date, CONSULTANT, shall in addition
      to performing the Services, have accomplished all the
      following:

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged for a minimum of
      three (3) additional meetings with separate market makers acceptable to
      the COMPANY and not previously introduced to the COMPANY, toward
      maintaining bona
      fide markets for the COMPANY’S common
  stock.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of three (3) meetings with separate broker dealers,
      including analysts acceptable to the COMPANY and not previously introduced
      to the COMPANY in order to assist the Company in increasing its market
      exposure with broker dealers, including research
  analysts.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of three (3) additional meetings (in addition to the
      meetings described elsewhere on this Schedule A)
      with investment bankers acceptable to the COMPANY and not previously
      introduced to the COMPANY to discuss financing and other investment
      banking activities with the
COMPANY.

            


    

    


    
      	
               
      

            	
              3.

            	
              On
      the date which is twenty four (24) months following the Execution Date,
      the COMPANY shall issue to CONSULTANT Options to purchase Fifty Thousand
      (50,000) shares of the Company’s Common Stock, at an exercise price of
      $3.00 per share; provided that by such date, CONSULTANT, in addition to
      performing the other Services, shall have accomplished all of the
      following:

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of two (2) additional meetings (in addition to the meetings
      described elsewhere on this Schedule A)
      with market makers acceptable to the COMPANY and not previously introduced
      to the COMPANY, toward maintaining bona fide markets for
      the COMPANY’S common stock.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of three (3) additional meetings (in addition to the
      meetings described elsewhere on this Schedule A)
      with broker dealers, including analysts acceptable to the COMPANY in order
      to assist the Company in increasing its market exposure with broker
      dealers, including research
analysts.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of two (2) additional meetings (in addition to the meetings
      described elsewhere on this Schedule A)
      with reputable investment bankers acceptable to the COMPANY and not
      previously introduced to the COMPANY, to discuss financing and other
      investment banking activities with the
COMPANY.

            


    

    


    
      	
               
      

            	
              4.

            	
              On
      the date which is thirty (30) months following the Execution Date, the
      COMPANY shall issue to CONSULTANT Options to purchase Fifty Thousand
      (50,000) shares of the Company’s Common Stock, at an exercise price of
      $4.00 per share; provided that by such date, CONSULTANT, in addition to
      performing the Services, shall have accomplished all of the
      following:

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged for a minimum of
      one (1) meeting with additional market makers acceptable to the COMPANY,
      and not previously introduced to the COMPANY, toward maintaining bona fide markets for
      the COMPANY’S common stock.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of three (3) additional meetings with broker dealers,
      including analysts acceptable to the COMPANY and not previously introduced
      to the COMPANY, in order to assist the Company in increasing its market
      exposure with broker dealers, including research
  analysts.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of two (2) additional meetings with investment bankers
      acceptable to the COMPANY, and not previously introduced to the COMPANY,
      to discuss financing and other investment banking activities with the
      COMPANY.

            


    

    


    
      	
               
      

            	
              5.

            	
              On
      the date which is thirty-six (36) months following the Execution
      Date,  the COMPANY shall issue to CONSULTANT Options to purchase
      Fifty Thousand (50,000) shares of the Company’s Common Stock, at an
      exercise price of $4.00 per share; provided that by such date, CONSULTANT,
      in addition to performing the Services, shall have accomplished all of the
      following:

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of one (1) additional meeting with market makers acceptable
      to the COMPANY, and not previously introduced to the COMPANY, toward
      maintaining bona
      fide markets for the COMPANY’S common
  stock.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of three (3) additional meetings with broker dealers
      acceptable to the COMPANY, and not previously introduced to the COMPANY,
      in order to assist the Company in increasing its market exposure with
      broker dealers, including research
analysts.

            


    

    


    
      	
               
      

            	
              ·

            	
              Arranged
      for a minimum of one (1) additional meeting with an investment banker
      acceptable to the COMPANY, and not previously introduced to the COMPANY,
      to discuss financing and other investment banking activities with the
      COMPANY.

            


    

    


    The
Options shall be exercisable within three (3) years of issuance.

    


    For the
avoidance of doubt, market makers, broker dealers, and investment bankers
referred to herein must be fully licensed to perform the functions they perform,
reputable in their professions, and not be the subject of any formal or informal
civil or criminal investigation by the Securities Exchange Commission, any state
securities commission, or any other governmental or regulatory
authority.


    
      
         


      

      
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