EXHIBIT 10.1

                                    AGREEMENT


     This Agreement (the  "Agreement") is entered into this 28th day of October,
2005, by The Telmarc  Group,  LLC (with its Affiliates  called  "Telmarc") at 24
Woodbine Road, Florham Park, NJ 07932, a Delaware limited liability Telmarc, and
North Shore Capital Advisers Corp. ("NSCA") a  Delawarecorporation  with offices
at 20 Marlin Lane, Port Washington,  New York 11050,  each a "Party" and jointly
called the "Parties". The Parties hereby agrees as follows:

     WHEREAS Telmarc is in the business of seeking out, financing,  and managing
certain high technology businesses, and;

     WHEREAS  Telmarc may from time to time seek support in the  management  and
strategic focus of such businesses, and;

     WHEREAS, NSCA represents that it has the expertise, resources, capabilities
and  experience  in providing  management  and  strategic  focus  support in the
business area in which Telmarc operates;

     NOW THEREFORE the Parties agrees as to the following;

1        Responsibilities of NSCA

     1.1 When and if Telmarc,  at  Telmarc's  sole  discretion,  seeks to obtain
assistance  from  NSCA then NSCA  agrees to act as the  non-exclusive  financial
consultant to Telmarc in connection with:

     (i) assisting the Telmarc in the development and evaluation of the business
plans of companies in which the Telmarc may invest, (ii) working with management
of the  companies  in which the  Telmarc  may invest to analyze  financings  and
business  combinations,  and (iii)  working with  management of the companies in
which the Telmarc may invest to develop  business  strategies  for Telmarc,  and
(iv) . Telmarc shall notify NSCA in writing of an  opportunity  in which Telmarc
would   consider   investing  and  at  that  time  Telmarc  would  then  request
specifically  for the support  described  herein for that specific  opportunity.
Telmarc has no obligation  hereunder to present any such opportunity to NSCA and
if Telmarc does so it shall be done solely at Telmarc's discretion.

     1.2 NSCA (a) will use and rely  primarily  on the  information  provided by
Telmarc or through confidential sources provided by Telmarc  ("Information") and
on information  available from generally recognized public sources in performing
the services  contemplated by this letter without having independently  verified
the same, (b) does not assume responsibility for the accuracy or completeness of
the Information and such other information,  and (c) shall not make an appraisal
of any assets of Telmarc or any company in which it may invest.

2        Telmarc Responsibilities

     2.1 Telmarc will, if it is available,  and in a reasonable manner,  furnish
NSCA with such  information  as the Telmarc and NSCA believe  appropriate to the
assignment (all such information so furnished being "Information").

3        Duration

     This agreement  shall be for the initial term of two years  commencing upon
the date hereof,  and thereafter on a  month-to-month  basis until terminated by
the Telmarc or NSCA.

4        Compensation

     4.1 In sole and  complete  consideration  for such  services,  the  Telmarc
agrees to pay NSCA a fee equal to $300 per hour for each hour NSCA  provides per
express written prior request from Telmarc for specific services to the Telmarc,
payable within thirty (30) days after receipt of invoices, for service delivered
by NSCA to Telmarc, by Telmarc.

     4.2 Telmarc further agrees to reimburse NSCA upon request made from time to
time,  for its prior  approved  in  writing  by  Telmarc  reasonable  actual and
documented out-of-pocket expenses, incurred in connection with NSCA's engagement
hereunder.

     4.3 Unless  specifically  requested in writing by Telmarc to perform a task
hereunder,  Telmarc shall have no responsibly  to NSCA of any form,  monetary or
otherwise.

5        Confidentiality and Proprietary Information

     5.1  The  parties  agree  that  Confidential  Information  covered  by this
agreement  shall  be  disclosed  by  both  parties.  For  the  purposes  of this
Agreement,  "Confidential Information" means: any information including, but not
necessarily limited to: discoveries,  designs, specifications,  codes, drawings,
blueprints,  tracing,  diagrams,  models,  samples,  flow charts, data, computer
programs,  marketing  plans,  customer names and other  technical,  financial or
commercial  information,  whether written,  oral or other tangible or intangible
forms.  Such  information is in writing,  marked as  "Proprietary"  or a similar
notation at the time of the  transmission,  and maintained  subsequently  by the
Parties in accordance with the terms of this Agreement. If in the event that the
information is initially conveyed orally, the disclosing Party shall indicate at
the time of disclosure what is Proprietary and/or  Confidential  Information and
shall within thirty (30) days of such  disclosure  reduce such  information to a
summarized  writing with the Proprietary  notices or a similar  notation affixed
thereto.  For the  purposes  of this  Agreement,  "Recipient"  means  the  party
receiving  Confidential  Information,  and "Discloser" means the party providing
Confidential Information.

     5.2 The Recipient shall make use of the  Confidential  Information only for
the  following   purpose  or  purposes  of   evaluating  a  potential   business
relationship between Telmarc and NSCA.

     5.3 Recipient shall keep the Confidential  Information in strict confidence
and  disclose  the  Confidential  Information  only to those  of its  employees,
subcontractors  and consultants that need to know such Confidential  Information
and solely for the purpose  described  in Section 2,  provided,  that  Recipient
shall ensure that its  employees,  subcontractors  and  consultants  exercise at
least the same degree of care in protecting the  Confidential  Information  from
disclosure as they exercise in respect of the Recipient's own  confidential  and
proprietary  information and data and in any event, at least a reasonable  level
of care.

     5.4 Recipient shall afford the  Confidential  Information the same security
and care in handling and storage as Recipient  provides for its own confidential
and  proprietary  information  and data and in any event,  at least a reasonable
level of care.  Except as may subsequently be agreed  otherwise in writing,  the
Recipient agrees not to duplicate or otherwise copy and to return immediately at
the  Discloser's  request  all  Confidential  Information  including  any plans,
designs,  documents or other tangible items (including  electronic media) copied
or derived from and containing Confidential Information.

     5.5 Recipient shall not be liable for use or disclosure of the Confidential
Information if the same: (a) is in the public domain at the time it is disclosed
or becomes a matter of public knowledge through no fault of Recipient; or (b) is
known, as demonstrated  by written  documentation,  to the party receiving it at
the time of disclosure; or (c) is rightfully received by Recipient from a source
other than the  disclosing  party without a duty of  confidentiality;  or (d) is
independently  developed,  separate from the activities  undertaken  pursuant to
this  Agreement,   and  such   development  can  be  verified   through  written
documentation.  None of the above restrictions will prohibit the receiving Party
from disclosing the material as a result of any appropriate court order or other
legal  investigation,  either  ex  parte to this  Agreement,  or in  pursuit  of
remedies  under this  Agreement.  The disclosing  Party will be responsible  for
notifying the other party of such  disclosure,  as soon as practicable  prior to
its disclosure.

     5.6 In the event  Recipient  is  confronted  with legal  action to disclose
Confidential  Information  received under this  Agreement,  the Recipient  shall
promptly  notify the  Discloser  in writing and shall take  reasonable  steps to
limit the amount of  Confidential  Information  so disclosed  and to protect its
confidentiality, including but not limited to reasonably assisting the Discloser
in obtaining a protective order.

     5.7 Each Discloser  warrants that it has the right to make the  disclosures
under  this  Agreement.  Neither  party  shall have any  liability  to the other
arising from the use of the  Confidential  Information  in accordance  with this
Agreement. The parties mutually acknowledge that they make no representations or
warranties as to the  reliability,  accuracy or completeness of the Confidential
Information.

     5.8 No license is granted by either  party to the other  under any  patent,
trademark,  copyright,  trade  secret or mask work other than as  expressly  set
forth herein.

6        Indemnification

     6.1 Telmarc  shall  indemnify,  defend and hold harmless  NSCA,  and all of
NSCA's and its affiliates' officers, directors,  partners, employees and agents,
from and against any and all losses, claims, damages, liabilities or expenses of
any kind (including,  but not limited to,  reasonable  attorneys fees and costs)
arising out of any claim,  action or  proceeding by a third party against any of
them to the  extent it is based on (i) a claim for  personal  injury  (including
death) or damage to personal property for which Telmarc or any of its affiliates
is legally responsible, or (ii) a claim by a client of TELMARC, which telmarc or
any of its affiliates is legally  responsible,  (iii) telmarc or its affiliate's
failure  to comply  with all  applicable  laws,  regulations  and  orders in the
performance of its obligations under this Agreement.

     6.2 NSCA shall  indemnify,  defend and hold  harmless  telmarc,  and all of
telmarc's  and its  affiliates'  officers,  directors,  partners,  employees and
agents,  from and against any and all losses,  claims,  damages,  liabilities or
expenses of any kind (including,  but not limited to, reasonable  attorneys fees
and costs)  arising  out of any claim,  action or  proceeding  by a third  party
against any of them to the extent it is based on (i) a claim for personal injury
(including  death) or damage to personal  property  for which NSCA or any of its
affiliates is legally  responsible,  or (ii) a claim by a client of NSCA,  which
NSCA  or any  of its  affiliates  is  legally  responsible,  (iii)  NSCA  or its
affiliate's  failure to comply with all applicable laws,  regulations and orders
in the performance of its obligations under this Agreement.

     6.3 The party seeking indemnity under the foregoing provisions shall notify
the  indemnifying  party  of any  such  claim,  action  or  proceeding,  and the
indemnifying  party shall  promptly and at its sole cost  undertake  the defense
thereof. No such claim shall be compromised or settled without the prior written
consent of the indemnified  party if the settlement  would restrict or adversely
affect the indemnified  party. Such consent shall not be unreasonably  withheld.
the  indemnified  party shall have the right to  participate at its own cost and
expense in such claim, action, or proceeding using counsel of its own choosing.

     6.4 Nothing in this agreement,  expressed or implied, is intended to confer
or does confer on any person or entity  other than the  parties  hereto or their
respective successors and assigns, and to the extent expressly set forth herein,
the  Indemnified  Persons,  any  rights or  remedies  under or by reason of this
agreement or as a result of the services to be rendered by NSCA  hereunder.  The
Parties  further  agree  that  neither  the  indemnified  Party  nor  any of its
controlling persons, affiliates,  directors, officers, employees or agents shall
have any liability to the indemnifying  Party for any losses,  claims,  damages,
liabilities  or expenses  arising out of or  relating to this  agreement  or the
services to be rendered by  indemnified  Party  hereunder,  unless it is finally
judicially determined that such losses, claims, damages, liabilities or expenses
resulted  directly  from the  gross  negligence  or  willful  misconduct  of the
indemnifying  Party. The invalidity or unenforceability of any provision of this
agreement shall not affect the validity or enforceability of any other provision
of this agreement, which shall remain in full force and effect.

     7 Replacement

     7.1 This agreement  replaces in its entirety the agreement between NSCA and
Telmarc dated July 1, 2005.

     8 Warrantees

     8.1 The services  performed by NSCA under this  Agreement will be performed
in  a  professional   manner  consistent  with  industry  standards   reasonably
applicable to the performance of such services.  THE FOREGOING WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES,  WRITTEN OR ORAL,  EXPRESS OR IMPLIED,  INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR PURPOSE


     9 Survival

     9.1 The parties hereto agree that the provisions relating to the payment of
fees and expenses of NSCA, the indemnification  and contribution  provisions and
the provisions of the succeeding paragraphs will survive the termination of this
agreement for any reason. Except as required by applicable law, any advice to be
provided by NSCA under this  agreement  shall not be disclosed  publicly or made
available  to third  parties  without the prior  written  approval of NSCA,  and
accordingly  such advice  shall not be relied upon by any person or entity other
than Telmarc.

     10 General

     10.1 Entire Agreement and Severability

     This  represents  the  entire  Agreement  and no prior  Agreement,  whether
written or oral, are to be considered part of this Agreement.  If any one clause
of this Agreement is rendered ineffective by any means, this does not render the
remaining elements ineffective.  In point of fact, all non-ineffective  elements
of  the  Agreement  are to  hold.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

     10.2 Applicable Law

     This Agreement is made to be governed by, construed in accordance with, and
interpreted under the laws of the State of New York.

     10.3 Authority

     Each  participant  to this  Agreement  represents  and  warrants it has the
necessary authority and power to enter into and carry out the provisions of this
Agreement.

     10.4 Acts of God

     The timing and performance of any obligation  hereunder is subject to "Acts
of God".

     10.5 Use of Speech

     All pronouns contained herein and any variations  thereof,  shall be deemed
to refer the masculine, feminine, or neuter, singular or plural, as the identity
of the Parties may require.

     10.6 Waiver

     No waiver of any  right  under  this  Agreement  shall be deemed  effective
unless  contained  in writing and signed by the party  charged with such waiver,
and no waiver of any right  arising from any breach or failure to perform  shall
be deemed to be a waiver of any future such right or of any other right  arising
under this Agreement.

     10.7 Notices

     All  notices,  requests,   demands,  and  communications  related  to  this
Agreement  will be  deemed  given if and when  delivered  personally  or sent by
registered or certified mail, return receipt requested,  postage prepaid, to the
addresses indicated on the last page of this Agreement,  and the receipt of such
notices,  if under certified or registered mail not unduly delayed by receipt by
either party.

     All Notices, consents,  reports, requests and other documents authorized or
required to be given  pursuant to this  Agreement  are to be sent by  registered
mail to the following:

TELMARC:                                     NSCA:

The Telmarc Group LLC                       North Shore Capital Advisors Corp.
Terrence P.  McGarty, Managing Partner      20 Marlin Lane
24 Woodbine Rd                              Port Washington, New York 11050
Florham Park, NJ 07932                      Attn: Steve Cohen


     10.8 Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Parties hereto and their respective legal representatives and successors.

     10.9 Headings

     Headings  contained  in this  Agreement  are  inserted  only as a matter of
convenience and in no way define,  limit,  extend, or describe the scope of this
Agreement or the intent of any provisions hereof.

     10.10 Unenforceability

     If any  provision  of this  Agreement  is or becomes or is deemed  invalid,
illegal,   or  unenforceable  in  any   jurisdiction,   to  the  maximum  extent
permissible,  such  provision  shall be deemed  amended to conform to applicable
laws so as to be valid and  enforceable  or, if it cannot be so amended  without
materially  altering the intention of the Parties,  it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.

     10.11 No Agency

     Neither  Party shall be an agent of the other  unless  otherwise  expressly
agreed to in writing for a specific purpose.

     10.12 Independent Consultant

     NSCA  is  not  authorized  to act as an  independent  entity  and is not an
employee or agent of Telmarc. Neither Party shall have the right or authority to
assume or create any  obligation  on behalf of, in the name of, or binding upon,
the other Party, nor to represent the other Party as a distributor in any manner
not specifically provided for herein. Nothing in this Agreement is an any way to
be construed that NSCA or any Affiliate of NSCA is an employee of Telmarc.

     10.13 Assignment

     This Agreement is not assignable by either party. IN WITNESS  WHEREOF,  the
Parties have caused their authorized representatives to sign below, on the dates
below, but as of the date first above written.

The Telmarc Group, LLC                      NORTH SHORE CAPITAL ADVISORS CORP.
        /s/ Terrence P. McGarty
By:  ________________________                     By:  /s/ Steven Cohen
                                                        ______________________

                                                           Steven Cohen
Name: Terrence P.  McGarty                        Name:  _____________________
            Managing Partner