<PAGE>

                              VINTAGE FILINGS LOGO

150 West 46th Street                                          301 Eastwood Road
6h Floor                                               Woodmere, New York 11598
New York, NY 10036                                       (516) 569-6089 (phone)
212-730-4074  (phone)                                       (646)349-9655 (fax)
(646)349-9655 (fax)                                        efiings@vfilings.com
sstern@vfilings.com

_____________________________________________________________________________


December 5, 2003

                         RE: CONTRACT FOR EDGAR SERVICES

Claudia Zaman, Esq.

On behalf of Microsignal Corp.

Via email: Claudia@zaman-law.com

           I would like to take this  opportunity  to introduce you to a package
program of services from Vintage Filings,  LLC as a method of saving your public
company the  typical  costs  associated  with EDGAR  filings  and SEC  reporting
requirements.

I.       CONSULTING SERVICES

         Vintage  Filings  has and  will  continue  to  provided  the  following
consulting and advisory services:  a review your Company's prior filings for the
period of the prior twelve months and, while taking into  consideration  the new
requirements of Sarbanes Oxley,  analyze how best to economically  edgarize your
filings and determine a cost effective  plan to edgarize  filings you are likely
to require over the next 12 months. We will provide you, on a timely basis, with
updates  regarding SEC edgar filing software and new developments with regard to
SEC filing forms and HTML  requirements.  If needed, we can assist and train the
Company how to file Section 16 reporting requirement (Forms 3, 4 and 5 ) on-line
and assist in obtaining edgar access codes for the Company's officers, directors
and 10%  shareholders.  We will also  assist  in  formatting  filings  which may
include Forms 3, 4, 5 13Gs,  13Ds,  S-8, 8K, 10Q, 10K, S-3,  SB-2, S-2 and proxy
statements.  In  analyzing  the  expected  costs we have taken into  account the
typical costs associated with

    - text and tabular pages
    - amended  proofs and changed pages / expedited  fees
    - test filing and real time live filing fees
    - all email  distributions  of PDF EDGAR  proofs
    - all facsimile  transmissions  of EDGAR  proofs
    - all 12b25 and NT-10K  extension forms - SEC filing of a Form ID

II.      FEES

As part of this  Agreement,  we  agree  to  provide  all of the  above-described
unlimited  edgarizing  services for the Company's SEC filings for 12 months.  In
return for these services included in this agreement,  you have agreed to issue,
to our below  named  individuals,  shares of the  Company's  Common  Stock to be
registered under Form S-8 in the following amounts:

     -   125,000 shares to be registered in the name of
         Shai Z. Stern -
         43 Maple Avenue
         Cedarhurst, NY 11516

     -   125,000 shares  to be registered in the name of
         Seth Farbman  -
         301 Eastwood Road
         Woodmere, NY 11598

Such shares must be registered on a Form S-8  registration  statement and issued
within  10 days  from the  date  hereof.  Understanding  the  company's  current
situation,  where additional  shares need to be authorized,  we will accept half
the  amount  now and the  remaining  within 10 days of  approval  of  additional
shares.

We would  also,  request a two year  warrant to  purchase  350,000  shares at an
exercise  price of $.20 per share and  350,000  shares  exercisable  at $.25 per
share.  Such shares shall also be  registered  via Form S-8.  both  warrants are
callable @ .75.  this means that if shares  close for 5  consecutive  days above
$.75, the company can force the warrant holder to exercise and wire  appropriate
funds within 48 hours.

We  would   appreciate  the   opportunity  to  further   develop  our  long-term
relationship  and be of service  to you and your  Company.  Please  feel free to
contact us at  212-730-4074 or via email at  sstern@vfilings.com  Please confirm
agreement by signing and faxing to 646-349-9655. We look forward to beginning of
a mutually beneficial relationship.

                                  Best wishes,

                                  /s/ Shai Stern

                                  Shai Z. Stern

                                  Co-Chairman and CEO

AGREED:

COMPANY:   NANOSIGNAL CORPORATION, INC.


By:/s/ Dr. Lawrence Madoff

         CEO