[SUNRISE SECURITIES CORP. LOGO]

                                Member NASD/SiPC

                            BRADFORD VAN SICLEN, MBA
                                MANAGING DIRECTOR
                               INVESTMENT BANKING
               TELEPHONE (212) 421-1616 FACSIMILE (212) 750 - 7277

Victor Romero
President

Reality Wireless Networks, Inc.
Campbell, California 95008

               FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT

Dear Victor:

This  Agreement is made and entered into this 8th day of January  2004,  between
Sunrise  Securities  Corp.  ("Sunrise")  and  Reality  Wireless  Networks,  Inc.
(together with all  subsidiaries,  affiliates,  successors and other  controlled
units, either existing or formed subsequent to the execution of this engagement,
the "Company").

           In  consideration  of the mutual  promises  made herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.    [(a)] The Company hereby engages  Sunrise upon the terms and conditions as
      set forth herein as its exclusive financial advisor with respect to render
      financial and other general advice to the Company as an investment  banker
      including  without   limitation  advice  relating  to  capital  structure,
      enhancing shareholder value and allocation of corporate assets, as well as
      advice with respect to Transactions  (as defined below) and  non-exclusive
      advisor with respect to Financings (as defined below) and similar  matters
      upon the terms and  conditions set forth herein.  In that regard,  Sunrise
      will  assist  the   Company  in   identifying,   analyzing,   structuring,
      negotiating  and  financing  suitable  business  opportunities  which  the
      Company  may take  advantage  of by  purchase  or sale of stock or assets,
      assumption of  liabilities,  merger,  consolidation,  tender offer,  joint
      venture,  financing  arrangement or any similar transaction or combination
      thereof.  Sunrise undertakes to use its best efforts to raise the required
      financing with respect to any previous and all future Transactions.  It is
      acknowledged  and agreed that any  Financing  is on a best  efforts  basis
      only.  This  Agreement  should not be  construed as a firm  commitment  or
      guarantee  of  financing.  Sunrise  agrees to obtain  the  consent  of the
      Company prior to contacting any potential participants in a Transaction or
      Financing.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

<PAGE>


      In  addition,  Sunrise  shall  assist  the  Company  with  respect  to the
      Company's  advance  planning for responding to (i) indications of interest
      from third  parties  seeking to acquire all or a  substantial  part of the
      Company's stock or assets by any means, including,  without limitation,  a
      tender or exchange  offer or other  offer,  and/or  (ii) a proxy  contest,
      consent  solicitation  or other  similar  transaction  relating to control
      and/or  governance  of  the  Company.  Sunrise's  services  shall  include
      assistance   with   consideration   of  a  shareholder   rights  plan  and
      implementation if it is determined to adopt such a plan.

      (b) The Company agrees that if it becomes  involved in any  transaction of
      the type  referred  to in clause  (a)(i) or  (a)(ii) of this  Paragraph  1
      above,  during the term of this  Agreement  as set forth  below,  or for a
      period  of one  year  after  the  effective  date of  termination  of this
      Agreement,  the  Company  will  engage  Sunrise  pursuant  to  a  separate
      engagement  letter upon  customary  terms and  conditions as its exclusive
      financial advisor to, among other things, assist the Company in connection
      with any such transaction,  including, without limitation, if requested by
      the Company, identifying strategic alternatives.  As compensation for such
      service,  Sunrise  will be paid  customary  investment  banking  fees  for
      transactions of similar type and nature.

      o     For the purpose of this Agreement  "Transaction"  shall mean merger,
            business  combination or reorganization,  acquisition of some or all
            of the stock or assets of another company,  purchase or sale of some
            or all of the  stock or assets of the  Company  not in the  ordinary
            course of business,  joint venture,  licensing,  agreement,  royalty
            agreement,  distribution  agreement  or any similar  transaction  or
            combination thereof

      o     For the purposes of this Agreement,  the term "Financing" shall mean
            any debt financing or equity  investment in the Company other than a
            Transaction  as  set  forth  in  Paragraph  1  (b)  above,   or  any
            combination  thereof  (i.e.,  where the funds  are  received  by the
            Company,  as distinct from funds received by selling  shareholders).
            Without  limiting  the  foregoing,  Financing  shall  include  lease
            financing,  vendor financing,  government sponsored financing or any
            similar transaction or combination  thereof.  Sunrise's fee shall be
            based upon the  percentages  set forth in this Paragraph 5C below of
            the gross total credit facility before any deductions, including but
            not  limited  to fees,  deposits,  transaction  expenses,  reserves,
            insurance   or   other    amounts    withheld   or   paid   by   the
            lender/Investor/facility  provider.  Financing  shall be  deemed  to
            include total value of Securities  sold directly or  indirectly,  in
            connection with the Financing,  including  proceeds  received by the
            Company upon exercise of options, warrants and/or similar securities
            (collectively,  the "Options"), and any amounts paid into escrow and
            any  amounts  payable  in the future  whether or not  subject to any
            contingency.  If the consideration  received by the Company is to be
            paid  in  whole  or  in  part  through  installment  payments,  such
            installment  payments shall be valued on a discounted  present value
            basis  using a discount  rate of 10% per annum.  To the extent  such
            future  payments are not  currently  ascertainable  or relate to the


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               2
<PAGE>

            exercise of Options, the portion of Sunrise's Financing Fee relating
            thereto  shall be  calculated  and paid when and as such  contingent
            payments are made. If the  consideration  received by the Company or
            its  shareholders  is  paid  in  whole  or in  part  in the  form of
            securities or other non-cash consideration, such consideration shall
            be valued at the fair  market  value  thereof,  as the  Company  and
            Sunrise  shall agree,  on the day,  prior to the date of Closing (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  shall be valued at the
            average  of the last  sales  price for such  securities  on the five
            trading  days prior to the date of Closing (or later date on which a
            contingent  payment is made).  Public  offerings,  if any,  shall be
            subject  to a  separate  letter  agreement  and  are  expressly  not
            addressed in this Agreement.

2.    Except as otherwise  specified in Paragraph 6 hereof, this Agreement shall
      be  effective  for a period of twelve  (12)  months,  commencing  upon the
      execution hereof and shall continue thereafter unless and until terminated
      on thirty days written notice by either party to the other party.

3.    During the term of this Agreement,  Sunrise shall provide the Company with
      such regular and customary consulting advice as is reasonably requested by
      the  Company,  provided  that  Sunrise  shall not be required to undertake
      duties  not  reasonably  within  the scope of the  financial  advisory  or
      investment  banking  services  contemplated  by  this  Agreement.   It  is
      understood  and  acknowledged  by the parties  that the value of Sunrise's
      advice is not readily quantifiable, and that Sunrise shall be obligated to
      render  advice upon the request of the Company,  in good faith,  but shall
      not be obligated to spend any specific amount of time in so doing.

4.    Sunrise shall render such other financial  advisory and investment  and/or
      investment  banking  services  as may from time to time be agreed  upon in
      writing by Sunrise and the Company.

5.    In  consideration  for the  services  rendered  by Sunrise to the  Company
      pursuant to this Agreement  (and in addition to the expenses  provided for
      in Paragraph 7 hereof), the Company shall compensate Sunrise as follows:

           A. Upon the execution hereof, the Company issue to Sunrise and/or its
      designees,  warrants to purchase  5,000,000 shares of the Company's Common
      Stock as follows:  (i) exercise price shall be 150% of the market price as
      of the date of execution of this Agreement; and (ii) exercise period shall
      be not earlier than one year from the date of issuance, the warrants shall
      be 7 years in duration (the "Retainer  Fee").  The terms and conditions of
      the warrants shall be set forth more fully in a separate warrant agreement
      to be executed by Sunrise and the Company.  Additionally the Company shall
      pay a  cash  retainer  fee  of  $25,000.00  This  Retainer  Fee  shall  be
      non-refundable.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               3
<PAGE>

      B. At the first  closing of each  Transaction,  a cash fee equal to 10% of
      the first  $10,000,000 in consideration,  7% of the consideration  between
      $10,000,001  and  $20,000,000  and  3%  of  the  Aggregate   Consideration
      thereafter (as defined below) of such Transaction ("Transaction Fees").

      For the purposes of this Agreement, consideration paid or to be paid other
      than in cash  shall  be  valued  at the fair  market  value,  except  that
      liabilities  assumed  and notes  issued  will be valued at the face amount
      thereof.  The fair market value of  consideration  paid in securities  for
      which there is a recognized  trading  market shall be based on the closing
      "offer"  price of the  securities  on the day  immediately  preceding  the
      closing of the Transaction and shall be computed as if the securities were
      freely  tradable.  For the purpose of this Agreement  "Transaction"  shall
      mean merger,  business combination or reorganization,  acquisition of some
      or all of the stock or assets of another company, purchase or sale of some
      or all of the stock or assets of the Company not in the ordinary course of
      business,  joint  venture,   licensing,   agreement,   royalty  agreement,
      distribution  agreement or any similar transaction or combination thereof.
      "Aggregate Consideration" shall mean the total consideration (stock, cash,
      assets and all other property  (real or personal,  tangible or intangible)
      plus debt assumed)  exchanged or received,  or to be exchanged or received
      directly or  indirectly  by the Company or any of its security  holders in
      connection with any such  Transaction,  including  without  limitation any
      amounts  paid  or  received,  or to be paid or  received  pursuant  to any
      employment  agreement,  consulting  agreement,  covenant  not to  compete,
      earn-out or contingent payment right or similar arrangement,  agreement or
      understanding,  whether oral or written, associated with such Transaction.
      Transaction  Fees  shall be paid by the  Company  to  Sunrise at the first
      closing  of any  Transaction,  provided  that the fee due to  Sunrise as a
      result of  Consideration  which is contingent  upon the occurrence of some
      future event (e.g.  earnout or the  realization  of earnings  projections)
      shall be paid by the Company to Sunrise at the earlier of: (i) the receipt
      of  such  Consideration,  or  (ii)  the  time  that  the  amount  of  such
      Consideration can be determined.

            C. Upon the closing of each successive  Financing,  a cash fee equal
      to the greater of (i) one-hundred thousand ($100,000), and (ii) the sum of
      ten percent (10%) of all secured debt funds raised,  plus ten (10%) of all
      unsecured  debt funds  raised,  plus ten percent (13%) of all equity funds
      raised  in  the  private  markets  (the  "Financing   Fee").   Convertible
      securities  shall be treated as equity for  purposes  of  calculating  the
      Financing  Fee.  Securities  acquired or  otherwise  received by Financing
      Sources  ("Investors") are referred to as "Securities".  In addition,  the
      Company shall issue to Sunrise  warrants (the "Warrants") to purchase such
      number of shares of the common  stock of the  Company  equal to 10% of the
      aggregate  number of fully diluted and/or converted shares of common stock
      as are  purchased by  Investors  (after  giving  effect to any increase in

                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               4
<PAGE>

      shares under a ratchet or similar  provision  pursuant to which the number
      of shares initially purchased is subsequently increased) on the same terms
      and  conditions.  The Warrants  shall be  purchased  for a nominal sum and
      shall be  exercisable  for a period of five years from the date of Closing
      with an exercise  price per share equal to the  effective  per share price
      paid by the Investors for the Securities.  The terms of the Warrants shall
      be set forth in one or more agreements (the "Warrant  Agreements") in form
      and  substance  reasonably  satisfactory  to Sunrise and the Company.  The
      Warrant  Agreements  shall  contain  customary  terms,  including  without
      limitation,  provisions for "cashless" exercise,  change of control, price
      based  anti-dilution,  and  customary  demand and  piggyback  registration
      rights.  For the purposes of this Agreement,  the term  "Financing"  shall
      mean any debt  financing or equity  investment in the Company other than a
      Transaction as set forth in Paragraph 5B above, or any combination thereof
      (i.e., where the funds are received by the Company, as distinct from funds
      received  by  selling  shareholders).   Without  limiting  the  foregoing,
      Financing  shall include lease  financing,  vendor  financing,  government
      sponsored  financing or any similar  transaction or  combination  thereof.
      Sunrise's  fee  shall be  based  upon the  percentages  set  forth in this
      Paragraph  5C  above  of  the  gross  total  credit  facility  before  any
      deductions,  including  but not  limited  to fees,  deposits,  transaction
      expenses,  reserves,  insurance or other  amounts  withheld or paid by the
      lender/Investor/facility  provider.  Financing  shall be deemed to include
      total value of Securities sold directly or indirectly,  in connection with
      the Financing, including proceeds received by the Company upon exercise of
      options, warrants and/or similar securities (collectively, the "Options"),
      and any amounts  paid into  escrow and any  amounts  payable in the future
      whether or not subject to any contingency.  If the consideration  received
      by the  Company  is to be paid in  whole  or in part  through  installment
      payments,  such  installment  payments  shall be  valued  on a  discounted
      present  value  basis  using a discount  rate of [10%] per  annum.  To the
      extent such future payments are not currently  ascertainable  or relate to
      the exercise of Options,  the portion of Sunrise's  Financing Fee relating
      thereto shall be calculated and paid when and as such contingent  payments
      are made. If the consideration received by the Company or its shareholders
      is paid in whole or in part in the form of  securities  or other  non-cash
      consideration, such consideration shall be valued at the fair market value
      thereof,  as the Company and Sunrise shall agree, on the day, prior to the
      date of  Closing  (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 shall be valued at the average
      of the last sales price for such securities on the five trading days prior
      to the date of  Closing  (or later date on which a  contingent  payment is
      made). Financing shall not include: (a) working capital financing provided
      by  commercial  bank  loan  departments;  or  (b)  extensions,   renewals,
      modifications or refinancings with existing creditors;  provided that such
      financings  are  initiated  by the Company  without the  assistance  of or
      materials prepared by Sunrise.  Public offerings, if any, shall be subject
      to a separate  letter  agreement  and are  expressly not addressed in this
      Agreement.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               5
<PAGE>

           D. In the event that the Company  completes a transaction  in lieu of
      any Transaction or Financing for which Sunrise is entitled to compensation
      or otherwise  renders  services  during the course of this  engagement  to
      which  clause "A",  "B", or "C" of this  Paragraph 5 do not apply (e.g.  a
      Fairness  Opinion),  Sunrise shall receive a customary  investment banking
      fee to be mutually  agreed upon between  Sunrise and the Company  based on
      the nature and type of services rendered.

6.    In the event that this Agreement shall not be renewed or if terminated for
      any reason, notwithstanding any such renewal or termination, Sunrise shall
      be entitled to a full fee as provided  under  Paragraph 5 hereof,  for any
      Transaction or Financing for which the discussions  were conducted  during
      the term of this  Agreement  by the Company or by Sunrise on behalf of the
      Company which is  consummated  within a period of twelve (12) months after
      non-renewal  or termination of this  Agreement.  Upon  termination of this
      Agreement,  Sunrise  shall  provide  the  Company  with a written  list of
      parties with whom it had discussions in connection with any Transaction or
      Financing, which list shall govern the operation of this Paragraph.

7.    In addition to the fees  payable  hereunder,  and  regardless  whether any
      Transaction  or  Financing  set forth in Paragraph 5 hereof is proposed or
      consummated,  the Company shall reimburse  Sunrise for all reasonable fees
      and  disbursements of Sunrise's  outside counsel and Sunrise's  reasonable
      travel and out-of-pocket expenses incurred in connection with the services
      performed  by  Sunrise  pursuant  to  this  Agreement,  including  without
      limitation,  hotel, food and associated  expenses including  long-distance
      telephone  calls;   provided  that  to  the  extent  such   reimbursements
      referenced  in this  Paragraph  7 exceed  $5,000 in the  aggregate,  they,
      thereafter, shall be subject to the Company's prior approval.

8.    The Company  acknowledges  that all opinions and advice  (written or oral)
      given by Sunrise to the Company in connection  with  Sunrise's  engagement
      are intended  solely for the benefit and use of the Company in considering
      the transaction or financing to which they relate,  and the Company agrees
      that no person or entity other than the Company  shall be entitled to make
      use of or rely upon the advice of Sunrise  to be given  hereunder,  and no
      such opinion or advice shall be used for any other purpose or  reproduced,
      disseminated,  quoted or referred to at any time, in any manner or for any
      purpose, nor may the Company make any public references to Sunrise, or use
      Sunrise's  name in any annual  reports or any other reports or releases of
      the Company without  Sunrise's prior written  consent,  which shall not be
      unreasonably withheld.

      Sunrise  and the  Company  agree  and  acknowledge  that the  decision  to
      consummate a Financing and/or  Transaction  shall be in the Company's sole
      and absolute discretion.

9.    The  Company  acknowledges  that  Sunrise  and its  affiliates  are in the
      business of providing  financial services and consulting advice to others.
      Nothing herein  contained shall be construed to limit or restrict  Sunrise
      in conducting  such business with respect to others,  or in rendering such
      advice to others,  except as such advice may relate to matters relating to
      the Company's business and properties.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               6
<PAGE>

10.   The Company  recognizes  and confirms that, in advising the Company and in
      fulfilling  its engagement  hereunder,  Sunrise will use and rely on data,
      material and other  information  furnished to Sunrise by the Company.  The
      Company acknowledges and agrees that in performing its services under this
      engagement, Sunrise may rely upon the data, material and other information
      supplied by the Company  without  independently  verifying  its  accuracy,
      completeness  or  veracity,  except  to  the  extent  Sunrise  has  actual
      knowledge to the contrary.  The Company represents and warrants to Sunrise
      that all such  information  concerning the Company provided by the Company
      in  response to requests  made by Sunrise or  otherwise,  will be true and
      accurate  in all  material  respects  and  will  not  contain  any  untrue
      statement of a material fact or omit to state a material fact necessary in
      order  to make  the  statements  therein  not  misleading  in light of the
      circumstances under which such statements are made. Sunrise shall be under
      no  obligations  to  make  an  independent   appraisal  of  assets  or  an
      investigation  or  inquiry  as  to  any  information  regarding,   or  any
      representations  of, any other  participant in a Transaction or Financing,
      and shall have no liability with regard thereto.  The Company acknowledges
      and agrees that Sunrise  will be using and relying  upon such  information
      supplied by the Company and its officers,  agents and others and any other
      publicly  available   information   concerning  the  Company  without  any
      independent investigation or verification thereof or independent appraisal
      by Sunrise of the  Company or its  business  or assets.  If, in  Sunrise's
      opinion after  completion of its due diligence  process,  the condition of
      the  Company,   financial  or   otherwise,   and  its  prospects  are  not
      substantially  as  represented or do not fulfill  Sunrise's  expectations,
      Sunrise  shall  have the sole  discretion  to  review  and  determine  its
      continued interest in proposed Financings and/or Transactions.

11.   Since Sunrise will be acting on behalf of the Company in  connection  with
      its  engagement  hereunder,  the Company and Sunrise  have  entered into a
      separate  indemnification  agreement  substantially  in the form  attached
      hereto  as  Schedule  A and  dated  the  date  hereof,  providing  for the
      indemnification  of Sunrise by the Company.  Sunrise has entered into this
      Agreement in reliance on the indemnities set forth in such indemnification
      agreement.

12.   Sunrise shall perform its services hereunder as an independent  contractor
      and not as an  employee  of the  Company or an  affiliate  thereof.  It is
      expressly  understood  and agreed to by the parties  hereto  that  Sunrise
      shall have no authority  to act for,  represent or bind the Company or any
      affiliate  thereof in any manner,  except as may be agreed to expressly by
      the Company in writing from time to time.

13.   A. This Agreement and the Schedule A attached hereto constitute the entire
      agreement and  understanding of the parties hereto,  and supersede any and
      all  previous  agreements  and  understandings,  whether  oral or written,
      between the parties with respect to the matters set forth herein.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               7

<PAGE>

      B. Any notice or communication permitted or required hereunder shall be in
      writing and shall be deemed  sufficiently  given if hand-delivered or sent
      (i) postage prepaid by registered mail, return receipt requested,  or (ii)
      by facsimile  to the  respective  parties as set forth  below,  or to such
      other address as either party may notify the other of in writing:

if to the Company, to:                  Otto Law Group
                                        F/B/O Reality Wireless Networks
                                        900 4th Avenue
                                        Suite 3140
                                        Seattle, Washington 98164
                                        Attn:  Michael Johnson

if to Sunrise, to:                      Sunrise Securities Corp.
                                        641 Lexington Avenue, 25th Floor
                                        New York, New York  10022
                                        Attn:  Derek Caldwell
                                               Director

      C. This  Agreement  shall be binding upon and inure to the benefit of each
      of  the   parties   hereto   and  their   respective   successors,   legal
      representatives and assigns.

      D. This Agreement may be executed in any number of  counterparts,  each of
      which together shall constitute one and the same original  document.  This
      Agreement  may be executed and  delivered by exchange of facsimile  copies
      showing the parties' signatures,  and those signatures need not be affixed
      to the same copy.  The  facsimile  copies  showing the  signatures  of the
      parties will  constitute  originally  signed copies of the same  Agreement
      requiring no further execution.

      E. No  provision  of this  Agreement  may be amended,  modified or waived,
      except in a writing signed by all of the parties hereto.

      F. This  Agreement  shall be construed in accordance  with and governed by
      the laws of the State of New York,  without  giving effect to its conflict
      of law  principles.  The parties  hereby agree that any dispute  which may
      arise  between them arising out of or in  connection  with this  Agreement
      shall be  adjudicated  before a court  located in New York City,  and they
      hereby submit to the exclusive  jurisdiction of the courts of the State of
      New York  located in New York,  New York and of the federal  courts in the
      Southern  District  of New  York  with  respect  to any  action  or  legal
      proceeding  commenced by any party,  and  irrevocably  waive any objection
      they now or hereafter may have  respecting the venue of any such action or
      proceeding  brought in such a court or respecting the fact that such court
      is an  inconvenient  forum,  relating to or arising out of this Agreement,
      and  consent  to the  service  of  process  in any  such  action  or legal
      proceeding  by means of  registered  or  certified  mail,  return  receipt
      requested, in care of the address set forth in Paragraph 13B hereof.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               8
<PAGE>

      The  parties  hereby  waive  trial  by jury in any  action  or  proceeding
      involving, directly or indirectly, any matter in any way arising out of or
      in connection with this Agreement.

      If the foregoing  correctly sets forth the  understanding  between Sunrise
      and the Company with  respect to the  foregoing,  please so indicate  your
      agreement  by  signing  in the place  provided  below,  at which time this
      letter shall become a binding contract.

                               Sunrise Securities Corp.

                               By:
                                  ------------------------------------
                                    Director

Accepted and Agreed:

Reality Wireless Networks, Inc.
Campbell, California 95008

By:
   ---------------------------------------
           Name: Victor Romero
           Title:   President


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               9
<PAGE>


                         [SUNRISE SECURITIES CORP. LOGO]

                                Member NASD/SiPC

                                   SCHEDULE A
                           INDEMNIFICATION PROVISIONS

--------------------------------------------------------------------------------

In connection  with the engagement of Sunrise  Securities  Corp.  (`Sunrise") by
_____________(the  "Company")  pursuant to a letter  agreement dated ( ) ______,
2002 between the Company and Sunrise as it may be amended from time to time (the
"Letter Agreement"), the Company, hereby agrees as follows:

1.    In  connection  with or arising out of or relating  to the  engagement  of
      Sunrise  under the Letter  Agreement,  or any  actions  taken or  omitted,
      services  performed or matters  contemplated  by or in connection with the
      Letter Agreement,  the Company agrees to reimburse Sunrise, its affiliates
      and  their  respective   directors,   officers,   employees,   agents  and
      controlling persons (each an "Indemnified Party") promptly upon demand for
      actual, out-of-pocket expenses (including reasonable fees and expenses for
      legal counsel) as they are incurred in connection  with the  investigation
      of,  preparation for or defense of any pending or threatened claim, or any
      litigation, proceeding or other action in respect thereof (collectively, a
      "Claim").  The Company also agrees (in  connection  with the foregoing) to
      indemnify and hold harmless  each  Indemnified  Party from and against any
      and all out-of-pocket losses,  claims,  damages and liabilities,  joint or
      several, to which any Indemnified Party may become subject,  including any
      amount paid in settlement of any litigation or other action  (commenced or
      threatened)  to which the Company  shall have  consented in writing  (such
      consent not to be  reasonably  withheld),  whether or not any  Indemnified
      Party is a party and whether or not liability resulted; provided, however,
      that the Company shall not be liable  pursuant to this sentence in respect
      of any loss,  claim,  damage or  liability  to the extent  that a court or
      other agency having competent  jurisdiction shall have determined by final
      judgement (not subject to further appeal) that such loss, claim, damage or
      liability was incurred solely as a direct result of the willful misconduct
      or gross negligence of such Indemnified Party.

2.    An Indemnified Party shall have the right to retain separate legal counsel
      of its own  choice to  conduct  the  defense  and all  related  matters in
      connection  with any Claim.  The Company shall pay the reasonable fees and
      expenses  of such legal  counsel,  and such  counsel  shall to the fullest
      extent, consistent with its professional responsibilities,  cooperate with
      the Company and any legal counsel designated by the Company.

3.    The  Company  will  not,   without  the  prior  written  consent  of  each
      Indemnified  Party  settle,  compromise  or  consent  to the  entry of any
      judgement  in  any  pending  or  threatened  Claim  in  respect  of  which
      indemnification  may be reasonably  sought  hereunder  (whether or not any


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022
<PAGE>

      Indemnified Person is an actual or potential party to such Claim),  unless
      such  settlement,   compromise  or  consent  includes  an   unconditional,
      irrevocable release of each Indemnified Person against whom such Claim may
      be brought hereunder from any and all liability arising out of such Claim.

4.    In the event the  indemnity  provided for in  paragraphs 1 and 2 hereof is
      unavailable or insufficient to hold any Indemnified  Party harmless,  then
      the Company shall  contribute to amounts paid or payable by an Indemnified
      Party in respect of such Indemnified Party's losses,  claims,  damages and
      liabilities  as to which the indemnity  provided for in paragraphs 1 and 2
      hereof is unavailable or insufficient (i) in such portion as appropriately
      reflects the relative benefits  received by the Company,  on the one hand,
      and the  Indemnified  Party,  on the other hand,  in  connection  with the
      matters as to which losses, claims, damages or liabilities relate, or (ii)
      if the  allocation  provided by (i) above is not  permitted by  applicable
      law, in such  proportion as  appropriately  reflects not only the relative
      benefits  referred  to in clause  (i) but also the  relative  fault of the
      Company, on the one hand, and the Indemnified  Parties, on the other hand,
      as well as any other equitable considerations. The amounts paid or payable
      by a party in respect of losses,  claims, damages and liabilities referred
      to  above  shall  be  deemed  to  include  any  reasonable  legal or other
      out-of-pocket  fees and  expenses  incurred in defending  any  litigation,
      proceeding  or other  action  or  claim.  Notwithstanding  the  provisions
      hereof,  Sunrise's share of the liability hereunder shall not be in excess
      of the  amount of fees  actually  received  by  Sunrise  under the  Letter
      Agreement  (excluding any amounts received as reimbursement of expenses by
      Sunrise).

5.    It is understood and agreed that, in connection with Sunrise's  engagement
      by the Company under the Letter Agreement,  Sunrise may also be engaged to
      act for the  Company in one or more  additional  capacities,  and that the
      terms of any such  additional  engagement  may be  embodied in one or more
      separate written agreements.  These Indemnification Provisions shall apply
      to the engagement  under the Letter  Agreement and to any such  additional
      engagement and any modification of such additional  engagement;  provided,
      however,  that in the event that the Company  engages  Sunrise to act as a
      dealer  manager in an exchange  or tender  offer or as an  underwriter  in
      connection with the issuance of securities by the Company or to furnish an
      opinion  letter,  such  further  engagement  may be  subject  to  separate
      indemnification  and  contribution  provisions  as may be mutually  agreed
      upon.

6.    These Indemnification  Provisions shall remain in full force and effect in
      connection  with the  transaction  contemplated  by the  Letter  Agreement
      whether or not consummated, and shall survive the expiration of the period
      of the Letter  Agreement,  and shall be in addition to any liability  that
      the Company might otherwise have to any Indemnified Party under the Letter
      Agreement or otherwise.


                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               2
<PAGE>

7.    Each party hereto consents to personal jurisdiction and service of process
      and  venue in any  court in the  State of New York in which  any claim for
      indemnity is brought by any Indemnified Person.

SUNRISE SECURITIES CORP.



By:
           --------------------------------
           Name:
           Title:    Director

[                                           ]



By:
           --------------------------------
           Name:
           Title:


           --------------------------------



                            SUNRISE SECURITIES CORP.
              641 LEXINGTON AVENUE, 25TH FLOOR, NEW YORK, NY 10022

                                                                               3