Rogers
Consulting Group 

      
        

      

                                                   Specialty
Securities Advisement

      


      May 15,
2008

      


      Dr.
Alexander Gak

      BAETA
Corp.

      253
Warren Avenue

      Fort Lee,
NJ 07024

      


      RE: Proposal for CFO
Services

      


      Dear Dr.
Gak:

      


      In
response to your request for proposal for CFO services in the preparation and
oversight of materials intended for completing annual audits and quarterly
financial results in full compliance with current PCAOB and FINRA standards, I
have developed the following outline of responsibilities, duties, obligations
and tasks, for your consideration.

      


      
        	
                 
      

              	
                I.

              	
                Duties
      & Responsibilities

              


      

      


      
        	
                 
      

              	
                          
          a.

              	
                PCAOB Annual Audits
      & Quarterly Financial Reporting. It is understood that a
      significant portion of the obligations shall be in the development and
      support of materials necessary to complete BAETA’s annual audits and
      regular quarterly financial results. Your PCAOB accountant is an essential
      component in ensuring that all materials and required financial controls
      have been developed and properly executed by management, but in order to
      maintain independence per regulatory guidelines, they are required to rely
      on management’s presentation of all financial documents and Internal
      Controls of Financial Reporting (“ICFR”).  The preparation,
      maintenance and responsibility over the tasks, statements, estimates,
      documentation and other materials necessary to engage your PCAOB
      accountant is management’s responsibility, and specifically what I propose
      to obligate myself to perform for
BAETA.

              


      

      


      
        	
                 
      

              	
                      
              b.

              	
                Such duties and
      responsibilities include, but are not necessarily limited to the
      following:

              


      

      


      
        	
                 
      

              	
                         
      i.

              	
                Preparation
      & Maintenance of Financial Statements. The PCAOB audit and quarterly
      financial reporting process begins with the preparation of financial
      statements, including actual current Income Statement, Balance Sheet and
      Statement of Cash Flows.  It is management’s responsibility to
      prepare and present these, along with all fully reconciled supporting
      sub-ledger documentation, to the auditor for review.  The PCAOB
      accountant cannot perform this function and cannot assist in the creation
      or reconciliation of the numbers to sub-ledgers and other supporting
      documentation.

              


      

      


      Rogers
Consulting Group

      8251
Blackburn Avenue| Suite 4 | Los Angeles | CA | 90048

      Ph.
310.300.8485 | F. 323.852.7157

      Http://www.managesource.com
| CEO@managesource.com


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Rogers
Consulting Group CFO Services Proposal

      


      
        	
                 
      

              	
                         
      ii.

              	
                Preparation
      & Maintenance of Supporting Sub-Ledgers.  The regular
      financial reporting process also requires that management prepare and
      submit to its PCAOB accountant for review, the following items intrinsic
      to the completion of the financial
statements:

              


      

      


      


      
        	
                 
      

              	
                         
      1.

              	
                Equity
      Ledgers and Additional Paid-In Capital (“APIC”) Calculations. This
      requires ongoing maintenance of equity ledgers and disclosable calculation
      of APIC, inclusive of equity purchase or distribution documents to
      validate the numbers presented.

              


      

      


      
        	
                 
      

              	
                         
      2.

              	
                Reconciliation
      & Accounting of all Financial Sub-Ledgers.  All sub-ledger
      documents must tie exactly to financial statements presented to the
      accountants, and must be accompanied by associated contracts, statements,
      etc. for verification.  These
include:

              


      

      


      


      
        	
                 
      

              	
                         
      a.

              	
                Accounts
      Payable / Accounts Receivable
sub-ledgers.

              


      

      


      
        	
                 
      

              	
                         
      b.

              	
                Actual
      Cash sub-ledgers (subject to outstanding A/R & A/P), and
      substantiating statements sets.

              


      

      


      
        	
                 
      

              	
                         
      c.

              	
                Debt
      Notes, Lines of Credit, Credit Cards, etc. These must be presented in
      actual balance form, and broken into interest and principle amounts
      incurred on a rolling basis.  All statements and supporting
      sub-ledgers must accompany.

              


      

      


      
        	
                 
      

              	
                         
      d.

              	
                Inventory
      Sub-Ledger.  The inventory sub-ledger must also be reconciled
      between sub-ledger and statements presented on a regular basis and
      submitted to PCAOB accountant with the rest of the materials for regular
      audits and quarterly financial
reporting.

              


      

      


      
        	
                 
      

              	
                         
      e.

              	
                Depreciation
      & Amortization “Waterfalls” and reconcile quarterly and annual
      totals.

              


      

       

      
        
          
            	
                    Confidential:
      BAETA Corp.

                  	
                    Page 2
      / 6

                  


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Rogers Consulting Group CFO
Services Proposal

         

      

      
        
          	
                   
      

                	
                           
      f.

                	
                  Estimates.  Management
      makes certain estimates to its accountants on its financial
      statements.  These estimates include, but are not necessarily
      limited to, the following:

                


        

      

      
         

        
          	
                   
      

                	
                        
           i.

                	
                  Tax
      Assets & Liabilities.

                


        

      

      
        	
                 
      

              	
                    
            ii.

              	
                Allowance
      for Doubtful Accounts.

              


      

      
        	
                 
      

              	
                     
          iii.

              	
                Deferred
      Revenue  & Deferred Liabilities (both long-term, and current
      portions).

              


      

      
        	
                 
      

              	
                      
         iv.

              	
                Goodwill.

              


      

      
        	
                 
      

              	
                        
        v.

              	
                Intangible
      Asset Values.

              


      

      
        	
                 
      

              	
                         
      vi.

              	
                FMV
      of any Term Investments.

              


      

      
        	
                 
      

              	
                        
      vii.

              	
                Prepaid
      Expenses & Other Current
Assets.

              


      

      
        	
                 
      

              	
                       
      viii.

              	
                Deferred
      Compensation Liabilities.

              


      

      


      
        	
                 
      

              	
                       
      g.

              	
                Management’s
      Discussion & Analysis (“MD&A”).  Financial reports are
      not considered complete without the MD&A.  MD&A will be
      prepared and delivered at each regular reporting
  event.

              


      

      


      
        	
                 
      

              	
                       
      h.

              	
                Open
      Items.  The PCAOB accountant shall, upon review of regular
      financial presentation, return lists of Open Items that they require to
      validate or correct any items they wish to have more clarity on, or wish
      to test for actual value.  In performance of other duties, Open
      Items will be addressed and completed to finalize the financial reporting
      procedures forthwith.  Some periods can produce multiple rounds
      of Open Items.  It is purely dependent on accountant
      preferences, until they are satisfied that all numbers, sub-ledgers,
      estimates, etc. are qualified and validated by supporting sub-ledgers,
      stated procedures, statements, contracts,
etc.

              


      

      


      All of
these items must be reconciled, prepared and calculated on an ongoing basis, in
accordance with stated, written procedures for doing so consistently each
time.

      


      The need
for a stated system of consistent reporting and estimation is the basis for ICFR
and written procedures.

       

      
        	
                 
      

              	
                       
      iii.

              	
                ICFR &
      Procedures. Although PCAOB accountants will likely be lenient with
      ICFR and written procedures during development phases, they will not over
      a short period of time. ICFR and written procedures for oversight and
      reporting need to be developed and maintained in accordance with decisions
      made relative to completing the tasks outlined in Item 1(b)(i) –
      1(b)(f).  Initial ICFR & Procedures duties shall
      include:

              


      

       

      
        
          
            	
                    Confidential:
      BAETA Corp.

                  	
                    Page 3
      / 6

                  


          

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Rogers Consulting Group CFO Services Proposal

         

      

      
        	
                 
      

              	
                           
      1.

              	
                Create
      written financial reporting procedures
manual.

              


      

      
        	
                 
      

              	
                         
        2.

              	
                Update
      and record all financial reporting process
  decisions.

              


      

      
        	
                 
      

              	
                          
       3.

              	
                Prepare
      financial reporting oversight procedures and charts, per ICFR
      requirements.

              


      

       

      
        	
                 
      

              	
                       
      iv.

              	
                Records &
      Retention It is necessary to retain all records and statements
      relative the financial operations of BAETA to complete the tasks outlined
      above, and to meet the PCAOB accountant’s regular reporting
      requirements.  These records include, but are not limited
      to:

              


      

      


      
        	
                 
      

              	
                         
        1.

              	
                Placement
      Memorandums and any other debt or equity obligations of the
      Company.

              


      

      
        	
                 
      

              	
                       
          2.

              	
                Securities
      Subscription Agreements.

              


      

      
        	
                 
      

              	
                        
         3.

              	
                Contracts,
      Leases & Other Direct Commercial
  Obligations.

              


      

      
        	
                 
      

              	
                       
          4.

              	
                Employment
      Contracts & Benefits Packages.

              


      

      
        	
                 
      

              	
                         
        5.

              	
                Statements
      & Invoices from Financial & Commercial
  Partners.

              


      

      


      
        	
                 
      

              	
                       
      c.

              	
                Operations.  It
      is understood that a significant portion of future obligations, possibly
      beyond the term proposed here, shall be the ongoing shall be in the
      development and support of operational elements as they pertain to the
      financial operations of the company, including but not necessarily limited
      to:

              


      

      


      
        	
                 
      

              	
                       
      i.

              	
                Budgeting &
      Pro-Forma Statements.  Establish and maintain operating
      budgets for the purpose of establishing compliance with required controls
      and procedures and ensure effective capital management, tracking and
      reconciliation for tax, and regulatory filings, as well as regular capital
      expenditures, financing and
acquisitions.

              


      

      


      
        	
                 
      

              	
                       
      ii.

              	
                Inventory
      Management. Establish compliant procedures and systems for tracking
      inventory and reconciling production and sales with inventory, accounts
      payable and accounts receivable.

              


      

      


      
        	
                 
      

              	
                       
      iii.

              	
                Sales Tracking &
      Reconciliation. Establish compliant procedures and systems for
      tracking and reconciling daily, weekly, monthly, quarterly and annual
      sales.

              


      

       

      
        
          	
                  Confidential:
      BAETA Corp.

                	
                  Page 4
      / 6

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Rogers Consulting Group CFO
Services Proposal

         

      

      
        
          	
                   
      

                	
                         
      iv.

                	
                  Corporate
      Filings. Prepare and submit all required information statements to
      the Secretary of State, including proxies, annual board minutes and
      interim material changes necessitating
  reporting.

                


        

        


        
          	
                   
      

                	
                         
      v.

                	
                  Hiring & Financial
      Personnel Management. Identify, interview, select and manage key
      financial and operational heads at various facilities nationally and
      globally to ensure compliance and integration with established financial
      controls and procedures.  Individuals will report directly and
      comply with all corporate
requirements.

                


        

         

      

      
        	
                 
      

              	
                       
      vi.

              	
                Corporate
      Governance. Assist in the establishment and implementation of
      required corporate governance standards and personnel independent audit
      committee, compensation committee and various other mandated governance
      elements.

              


      

      


      
        	
                 
      

              	
                       
      d.

              	
                Legal, Accounting,
      Transfer Agent & Other Misc. Professional Services Providers.
      Work closely with and support the efforts of all key professional services
      providers to ensure timely compliance with regulatory requirements and
      effective corporate operations
management.

              


      

      


      
        	
                 
      

              	
                       
      e.

              	
                Capital
      Formation.

              


      

      


      
        	
                 
      

              	
                     
          i.

              	
                Assist
      the preparation and development of all required capital formation
      documents, including but not limited to Power Point presentations,
      financial pro-forma statements and financial forecasts, placement
      memorandums, state and federal securities filings upon consummation of
      financing.

              


      

      


      
        	
                 
      

              	
                      
        ii.

              	
                Introduction
      to capital partners through existing contacts and professional
      network.

              


      

      


      
        	
                 
      

              	
                       
      iii.

              	
                Presentations
      to investors and prospective
investors.

              


      

      


      
        	
                 
      

              	
                       
      f.

              	
                Miscellaneous.  It
      is understood that, due to the early stage nature of BAETA, all chart of
      accounts, financial software and other operational tools necessary for
      financial oversight and reporting will also be part of the Duties &
      Obligations.

              


      

       

      
         
  II.       
Fees
& Term

      

      


      
        	
                 
      

              	
                       
      a.

              	
                Initial Term &
      Fees. The initial terms shall be Four (4) months from the date of
      execution hereof.

              


      

      
        	
                 
      

              	
                         
      i.

              	
                Fees
      for the initial term shall be the
following:

              


      

      
        	
                 
      

              	
                       
      1.

              	
                $7,500
      monthly retainer as follows:

              


      

      
        	
                 
      

              	
                       
      a.

              	
                $3,000
      cash / month.

              


      

       

      
        
          
            
              	
                      Confidential:
      BAETA Corp.

                    	
                      Page
      5 / 6

                    


            

             

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Rogers Consulting Group CFO Services Proposal

      

       

      
        	
                 
      

              	
                       
      b.

              	
                $4,500
      restricted common shares / month @ $0.50
/sh.

              


      

      
        	
                 
      

              	
                       
      c.

              	
                Restricted
      common shares are due upon commencement of
term.

              


      

       

      
        	
                 
      

              	
                       
      b.

              	
                Renewal Term &
      Fees.  The terms set forth shall automatically renew upon
      the Four (4) month anniversary of execution hereof and remain in effect
      for an additional Four (4) months:

              


      

      
        	
                 
      

              	
                       
      i.

              	
                Fees
      for the renewed term through shall be the
  following:

              


      

      
        	
                 
      

              	
                        
        1.

              	
                $10,000
      monthly retainer as follows:

              


      

      
        	
                 
      

              	
                       
      a.

              	
                $5,000
      cash / month.

              


      

      
        	
                 
      

              	
                       
      b.

              	
                $5,000
      restricted common shares / month @ $0.50
/sh.

              


      

      
        	
                 
      

              	
                       
      c.

              	
                Restricted
      common shares are due upon commencement of
term.

              


      

      


      
        	
                 
      

              	
                       
      c.

              	
                Cancellation.
      Cancellation upon thirty (30) days prior written
      notice.  Pro-rata fees due through final termination
      date.

              


      

      


      
        	
                 
      

              	
                III.

              	
                Transition. It is
      understood and agreed that, subject to the effective implementation of the
      Company’s business plan, Rogers Consulting will assist the Company in
      seeking a full-time employee for the position of Chief Financial Officer
      anytime during the Term set forth
above.

              


      

      


      I hope
that this provides you with a detailed account of the commitment, obligations
and duties I shall make.  I look forward to discussing the details
with you shortly, and moving ahead in earnest towards exceptional results and
success for BAETA Corp.

      


      Sincerely,

      


      

      


      Douglas A
Rogers, President

      Rogers
Consulting Group

       

      Agreed
and Accepted by duly authorized signature 15th Day of
May, 2008:

      


      

      


      
        
          
            
              
                
                  	 	 	 
	
                          Signature
      – Rogers Consulting Group

                        	 	
                          Signature
      – BAETA
Corp.

                        


                

              

            

          

        

      

      


      


      
        	
                Confidential:
      BAETA Corp.

              	
                Page 6
      / 6