Exhibit
10.4

    


    RAMPartners
SA

    19 blvd
Georges-Favon

    CH-1204
Geneva, Switzerland

    


    May 1,
2010

    


    Rvue,
Inc.

    900 SE
Third Avenue, 3rd
Floor

    Fort
Lauderdale, FL 33316

    Attention:
David A. Loppert

    


    Re:           Placement Agent
Agreement

    


    Dear Mr.
Loppert:

     

    This letter agreement (the “Agreement”)
confirms our understanding with respect to the engagement by Rvue, Inc. (the
“Company”) of RAMPArtners SA (“PA”) as a placement agent in connection with the
sale of common shares, on a best efforts basis, through a private placement or
similar unregistered transaction on terms that have been or will be determined
by the Company and its advisors (the “Transaction”) to investors (the
“Investors”).  For purposes hereof, the term “Transaction” also
includes a convertible loan or other type of investment convertible into or
exchangeable for or otherwise linked to the equity of the
Company.  The term of the Agreement (the “Term”) shall commence on the
date hereof and shall expire six (6) months after the date hereof.

     

    
      	
              1.

            	
              Scope.  The
      Company hereby engages PA to act as placement agent during the Term in
      connection with the Transaction(s). The goal of the engagement is to raise
      capital for the Company to be used for growth opportunities and general
      working capital purposes. PA shall assist the Company and shall, on behalf
      of the Company, contact such potential investors as PA and the Company
      agree in advance, and shall only cover those investors referred to in
      Addendum
      A, as amended by mutual agreement of the parties from time to
      time.  PA shall assist the Company in effecting the
      Transaction(s), and shall use its best efforts to offer and sell the
      securities in accordance with this Agreement.  The Company shall
      retain the right, in its sole discretion, to accept or reject investors
      identified by PA. PA’s engagement by the Company shall be exclusive solely
      as to the potential investors included in Addendum
      A. PA shall receive written approval from the Company prior to
      marketing to any other investors who have not been included on Addendum
      A. It is anticipated that the Company shall also engage its own
      legal counsel and may require the services of an accounting
      firm.

            


    

     

    
      
        	
                2.

              	
                Company
      Information.  The Company shall cooperate with PA in
      connection with its financial review and analysis of the Company and shall
      provide PA with such information concerning the Company as PA deems
      necessary or appropriate for such review and analysis (collectively, the
      “Information”).

              


      

    

     

    
      	
               
      

            	
              PA
      shall keep in confidence and shall use only for the purposes of performing
      its obligations pursuant to this Agreement, and shall not, without the
      Company's consent, disclose to any person any non-public Information
      furnished by the Company to PA except: (a) its own counsel and other
      advisors on a confidential basis, (b) to the Investors approved by the
      Company in accordance with the terms hereof and (c) to such other persons
      as such counsel has advised is required by applicable law, and then only
      after informing the Company of such legal requirement and providing the
      Company sufficient time to seek a protective order or otherwise prevent or
      restrict such disclosure.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue
Holdings, Inc.

    May
1, 2010

    Page
2 of 8

     

    
      	
               
      

            	
              The
      Company represents and warrants to PA that all Information provided by the
      Company shall be accurate and complete in all material respects and shall
      not contain any untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not false or misleading. PA does
      not assume responsibility for the accuracy or completeness of the
      Information, including but not limited to any disclosure materials related
      to the Transaction(s) except for such information that is provided in
      writing by PA to the Company that is independently produced by PA and not
      based on Information provided by the Company or information available from
      generally recognized public sources.  The Company acknowledges
      and agrees that PA will rely primarily on the Information and on
      information available from generally recognized public sources in
      performing its services hereunder, without having any obligation to
      independently verify the same and that PA has no obligation to undertake
      an independent evaluation, appraisal or physical inspection of any assets
      or liabilities of the Company.  If at any time prior to the
      completion of a Transaction an event occurs which would cause the
      Information (as supplemented or amended) to contain an untrue statement of
      a material fact or to omit to state a material fact necessary in order to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading, the Company will notify PA immediately of
      such event.

            


    

     

    
      
        	
                3.

              	
                Fees.  The
      Company shall pay PA the following
amounts:

              


      

    

     

    
      	
               
      

            	
              a.

            	
              Private Placement
      Fee.  PA shall be paid upon consummation of the
      Transaction: a transaction fee, payable in cash, as follows: (A) a cash
      fee in the amount of eight (8%) percent of the Gross Proceeds (as defined
      below) from the capital received, directly or indirectly, by the Company
      solely from investors identified by PA listed on Addendum
      A with respect to a Transaction (the “Transaction
      Fee”).  For purposes hereof, “Gross Proceeds” shall mean the
      cash proceeds received, directly or indirectly by the Company in
      connection with the Transaction, directly or indirectly, from the sale of
      the Company’s securities issued in a Transaction, before the deduction of
      expenses related to such Transaction, including but not limited to the fee
      payable to PA.

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      the event consideration is to be paid in whole or in part by installment
      payments, the portion of PA’s fee relating thereto shall be calculated and
      paid when and as such installment payments are
  made.

            


    

     

    
      	
               
      

            	
              c.

            	
              Consideration
      received by the Company paid in whole or in part in the form of securities
      or other noncash consideration will be valued at its fair market value, as
      reasonably determined by the Company, as of the day prior to the closing
      of the Transaction (or later date on which a contingent payment is made),
      provided, however, that if such consideration consists of securities with
      an existing trading market, such securities will be valued at the average
      of the last sales price for such securities on the five trading days prior
      to the date of the closing (or later date on which a contingent payment is
      made).

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      foregoing fees are payable for any Transaction that occurs (i) during the
      Term or within six (6) months thereafter with respect to Investors
      identified by PA, or (ii) at any time during the one year period following
      termination of PA’s engagement hereunder if the sale involves an Investor
      identified by PA that has previously concluded a Transaction with the
      Company. All cash compensation payable hereunder by the Company to PA
      shall be paid by wire transfer.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue
Holdings, Inc.

    May
1, 2010

    Page
3 of 8

     

    
      	
              4.

            	
              Expenses. PA
      shall be solely responsible for its expenses incurred in connection with
      this engagement, unless approved in writing in advance by
      Company.  Legal fees incurred by PA to prepare, review and
      finalize this letter agreement will not be reimbursable by the
      Company.  PA shall be responsible to pay any and all finder’s
      fees and other fees and expenses of persons associated with PA, and shall
      comply with all laws, rules and regulations (including, without
      limitation, any and all filings and compliance with the FINRA rules and
      regulations) applicable to payments involving third
    parties.

            


    

     

    
      	
              5.

            	
              Advertisements.  Upon
      a closing of a Transaction, the Company agrees that PA has the right to
      place advertisements in financial and other newspapers and journals
      (whether in print or on the internet), and to publicize on its own website
      and/or marketing materials, at its own expense describing its services to
      the Company hereunder.

            


    

     

    
      	
              6.

            	
              Indemnification.  The
      Company shall indemnify PA, its agents and affiliates in accordance with
      Annex A attached hereto and made a part
hereof.

            


    

     

    
      
        	
                7.

              	
                Termination;
      Survival.  Upon termination or expiration of this
      Agreement, the Company shall have no further obligation to PA other than
      with respect to fees payable to PA as provided herein, provided that the
      provisions of Sections 3 through 9, inclusive, (including, without
      limitation, the provisions of indemnification referred to in Annex
      A) and PA’s obligation to preserve the confidential information
      provided to it by Company for an indefinite period, shall survive any such
      expiration or termination.

              


      

    

     

    
      
        	
                8.

              	
                Venue.  The
      Company and PA agree that any legal suit, action, or proceeding arising
      out of or relating to this Agreement and/or the transactions contemplated
      by this Agreement shall be instituted exclusively in the state or federal
      courts located in New York County, New York.  The parties
      further irrevocably consent to the service of any complaint, summons,
      notice or other process relating to any such action or proceeding by
      delivery thereof to such party by hand or by registered or certified mail
      in the manner prescribed in Section 9(f) hereof.  The parties
      further irrevocably consent that any judgment rendered by such court in
      the State of New York may be entered in other courts having competent
      jurisdiction thereof.  Without in any way limiting the
      indemnification provisions in Annex
      A below, the prevailing party shall have the right to recover any
      costs, including reasonable attorneys’ fees, in the event of any action
      brought to enforce any of the terms or provisions of this Agreement. The
      parties agree that service may be made by overnight mail at its address
      set forth herein in any action to enforce any of the provisions
      herein.

              


      

    

     

    
      	
              9.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              a.

            	
              Successors and
      Assigns.  This Agreement shall be binding on and inure to
      the benefit of each party's agents, affiliates, successors and assigns,
      but may not be assigned without the prior written consent of the other
      party.

            


    

     

    
      	
               
      

            	
              b.

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the internal laws of the State of New York, without
      regard to conflicts of laws or principles
  thereof.

            


    

     

    
      	
               
      

            	
              c.

            	
              Amendment.  This
      Agreement may not be modified or amended except in writing signed by the
      parties hereto.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue
Holdings, Inc.

    May
1, 2010

    Page
4 of 8

     

    
      	
               
      

            	
              d.

            	
              PA’s
      Obligations.  The obligations of PA and the Company
      hereunder are solely corporate obligations, and no officer, director,
      employee, agent, member, shareholder, or controlling person shall be
      subject to any personal liability whatsoever to any person, nor will any
      such claim be asserted by or on behalf of PA or the Company or any of
      their respective affiliates.  The Company acknowledges and
      agrees that PA is acting as an independent contractor under this Agreement
      and that the engagement of PA is not intended to confer rights on any
      person or entity other than the Company and PA.  Nothing
      contained in this Agreement shall limit or restrict the right of PA or of
      any member, employee, agent or representative of PA, to be a member,
      shareholder, partner, director, officer, employee, agent or representative
      of, or to engage in, any other business, whether of a similar nature or
      not, nor to limit or restrict the right of PA to render services of any
      kind to any other corporation, company, firm, individual or
      association.  PA is a registered broker-dealer in good standing
      with the SEC under the Securities Act of 1934 and in all jurisdictions in
      which the nature of its activities or the substance of its actions would
      require such registration or qualification pursuant to the blue-sky laws
      of such jurisdiction.  PA will comply with all laws, rules and
      regulations related to its activities on behalf of Company pursuant to
      this Agreement. All consents, authorizations, and approvals necessary or
      appropriate for PA to undertake its obligations set forth in this
      Agreement have been obtained by PA prior to execution of this Agreement
      and PA shall immediately use its best efforts to secure investors for the
      Company as set forth herein.

            


    

     

    
      	
               
      

            	
              e.

            	
              Entire
      Agreement.  This Agreement embodies the entire agreement
      and understanding of the parties hereto with respect to the subject matter
      hereof and supersedes any and all prior agreements, arrangements and
      understandings whether written or oral, relating to matters provided
      herein.  This Agreement is entered into by each of the parties
      hereto without reliance on any statement, representation, promise,
      inducement or agreement not expressly contained within this
      Agreement.  Except as set forth in Annex
      A hereof, nothing in this Agreement is intended to confer upon any
      other person (including the stockholders, employees or creditors of the
      Company) any rights or remedies hereunder or by reason
      hereof.  In case any provision of this Agreement shall be
      invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions of this Agreement shall not in
      any way be affected or impaired
thereby.

            


    

     

    
      	
               
      

            	
              f.

            	
              Notices.  All
      notices or communications hereunder shall be in writing and mailed or
      delivered to the Company and to PA at their respective addresses set forth
      above.

            


    

     

    
      	
               
      

            	
              g.

            	
              Opinions and
      Advice.  PA is acting as financial advisor and is not an
      expert on, and cannot render opinions regarding, legal, accounting,
      regulatory or tax matters. The Company should consult with its other
      professional advisors concerning these matters before undertaking the
      proposed Transaction.  PA will not have any rights or
      obligations in connection with the sale and purchase of the securities
      contemplated by this Agreement except as expressly provided in this
      Agreement.  In no event will PA be obligated to purchase the
      securities for its own account or for the accounts of its
      customers.  PA will have the right, but not the obligation,
      however, to determine the allocation of the securities among potential
      purchasers introduced by PA, provided that such allocation is reasonably
      acceptable to the Company.

            


    

     

    
      	
               
      

            	
              h.

            	
              No
      Waiver.  The failure or neglect of the parties hereto to
      insist, in any one or more instances, upon the strict performance of any
      of the terms or conditions of this Agreement, or their waiver of strict
      performance of any of the terms or conditions of this Agreement, shall not
      be construed as a waiver or relinquishment in the future of such term or
      condition, but the same shall continue in full force and
      effect.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue Holdings, Inc.

    May
1, 2010

    Page
5 of 8

     

    PA looks
forward to working with you on this assignment.  Please confirm that
the foregoing correctly sets forth our understanding by signing the enclosed
duplicate of this letter in the space provided and returning it, whereupon this
letter shall constitute a binding agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        Sincerely,

                                      	 
      
	 
      	
                                        /s/

                                      	
                                        Yves Gut

                                      	 
      
	 
      	 
      	 
      	
                                        RAMParners
      SA

                                      
	 
      	 
      	 
      	
                                        19
      blvd Georges-Favon

                                      
	 
      	 
      	 
      	
                                        CH-1204
      GENEVA

                                      
	
                                        By: 
      

                                      	
                                        Yves Gut

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    APPROVED AND
ACCEPTED:

    RVUE,
INC.

    


    
      
        
          
            
              
                	
                        By:

                      	
                        /s/
      David A. Loppert

                      
	 	 
	
                        Print name:  

                      	
                        David
      A. Loppert

                      
	 	 
	
                        Title:

                      	
                        SVP

                      


              

            

          

        

      

    

    


    On       May 1,
2010:

     

    [Addendum A and Annex A
follow]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue
Holdings, Inc.

    May
1, 2010

    Page
6 of 8

    


    Addendum
A

     

    List of Potential
Investors


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Rvue
Holdings, Inc.

    May
1, 2010

    Page
7 of 8

    


    ANNEX
A

     

    The
Company agrees that it will indemnify and hold harmless PA, its affiliates, and
their respective directors, members, officers, employees, agents,
representatives and controlling persons (collectively “PA” and each such entity
or person being an “Indemnified
Party”) from and against any and all losses, claims, damages and
liabilities, joint or several, as incurred, to which such Indemnified Party may
become subject, and related to or arising out of the engagement of PA hereunder,
the activities performed or omitted by or on behalf of an Indemnified Party
pursuant to this Agreement, the Transactions contemplated thereby or PA’s role
in connection therewith; provided that the Company
will not be liable to the extent that any loss, claim, damage or liability is
found in a final judgment (not subject to further appeal) by a court to have
resulted primarily from actions taken or omitted to be taken by PA in bad faith
or from PA's gross negligence or willful misconduct in performing the services
described above. The Company also agrees to reimburse any Indemnified Party for
all expenses (including reasonable counsel fees and disbursements) as they are
incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim, or any action, investigation, suit or
proceeding arising therefrom, whether or not such Indemnified Party is a party,
whether or not liability resulted and whether or not such claim, action or
proceeding is initiated or brought by or on behalf of the Company. The Company
also agrees that no Indemnified Party shall have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company or its security
holders or creditors related to or arising out of the engagement of PA pursuant
to, or the performance by PA of the services contemplated by, this Agreement
except to the extent that any loss, claim, damage or liability is found in a
final judgment (not subject to further appeal) by a court to have resulted
primarily from actions taken or omitted to be taken by PA in bad faith or from
PA's gross negligence or willful misconduct.

     

    If the
indemnification provided for in this Agreement is for any reason held
unenforceable, the Company agrees to contribute to the losses, claims, damages
and liabilities, as incurred by any Indemnified Person, for which such
indemnification is held unenforceable in such proportion as is appropriate to
reflect the relative benefits to the Company, on the one hand, and PA, on the
other hand, of the Transaction (whether or not the Transaction is
consummated).  The Company agrees that for the purposes of this
paragraph the relative benefits to the Company and PA of the Transaction shall
be deemed to be in the same proportion that the total value of the Transaction
or contemplated Transaction by the Company as a result of or in connection with
the proposed Transaction bears to the Fee paid or to be paid to PA under this
Agreement; provided
that, to the extent permitted by applicable law, in no event shall the
Indemnified Parties be required to contribute an aggregate amount in excess of
the aggregate fees actually paid to PA under this Agreement.

     

    Within a
reasonable period after receipt by an Indemnified Party of notice of any claim
or the commencement of any action, suit or proceeding with respect to which an
Indemnified Party may be entitled to indemnity hereunder, such Indemnified Party
will notify the Company in writing of such claim or of the commencement of such
action or proceeding, and the Company will assume the defense
of such action, suit or proceeding and will employ counsel satisfactory to the
Indemnified Parties and will pay the fees and disbursements of such counsel, as
incurred.  Notwithstanding the preceding sentence, any Indemnified
Party will be entitled to employ counsel separate from counsel for the Company
and from any other party in such action if such Indemnified Party reasonably
determines that a conflict of interest exists which makes representation by
counsel chosen by the Company not advisable or if such Indemnified Party
reasonably determines that the Company’s assumption of the defense does not
adequately represent its interest.  In such event, the fees and
disbursements of such separate counsel will be paid by the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Rvue
Holdings, Inc.

    May
1, 2010

    Page
8 of 8

     

    The
Company agrees that, without PA’s prior written consent, it will not settle,
compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding in respect of which indemnification could be sought
under the indemnification provision of this Agreement (whether or not PA or any
other Indemnified Party is an actual or potential party to such claim, action or
proceeding), unless such settlement, compromise or consent includes an
unconditional release of each Indemnified Party from all liability arising out
of such claim, action or proceeding. PA agrees that, without the Company’s prior
written consent, it will not settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding in respect of
which indemnification could be sought under the indemnification provision of
this Agreement (whether or not the Company is an actual or potential party to
such claim, action or proceeding), unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action or proceeding.

     

    In the
event any Indemnified Party is requested or required to appear as a witness in
any action, suit or proceeding brought by or on behalf of or against the Company
or any affiliate or any participant in a Transaction covered hereby in which
such Indemnified Party is not named as a defendant, the Company agrees to
reimburse PA and such Indemnified Party for all reasonable disbursements
incurred by them in connection with such Indemnified Party’s appearing and
preparing to appear as a witness, including, without limitation, the reasonable
fees and disbursements of their legal counsel, and to compensate PA and such
Indemnified Party in an amount to be mutually agreed upon.

     

    In the
event that any amounts due under these indemnification provisions contained in
this Annex A are not paid within thirty days after written notice of such event
giving rise to the indemnification obligations, such amounts shall bear interest
at a rate of 1.5% per month or at the highest rate permitted under the laws of
the State of New York, whichever rate is lower.

     

    The
provisions of Annex A shall be in addition to any liability which the Company
may otherwise have. These provisions shall be governed by the law of the State
of New York and shall be operative, in full force and in full effect, regardless
of any termination or expiration of this agreement.

    


    
      
        
          
            
              	
                      By:

                    	 
      	 	
                      By: