EXHIBIT 10.5

                       NORTH SHORE CAPITAL ADVISORS CORP.
                                 20 Marlin Lane
                         Port Washington, New York 11050
                                  516/765-6220



November 1, 2005



Mr. Steve Gorlin
President
The Gorlin Companies
1234 Airport Road
Suite 105
Destin, Florida 32531

Gentlemen:

     North  Shore  Capital  Advisors  Corp.   ("NSCA")  is  pleased  to  act  as
non-exclusive  financial  consultant  to The Gorlin  Companies and its portfolio
companies  (the  "Company")  in  connection  with:  (i) assisting the Company in
identifying and evaluating potential  investments for the Company (ii) assisting
the  Company  in the  development  of its  business  plan,  (iii)  working  with
management to analyze  financings and business  combinations,  (iv) working with
management  to  develop  business  strategies  for the  Company  (v)  developing
economic  models for the  Company and (vi)  evaluating  strategic  partners  and
capital  sources for the  Company.  This letter is to confirm our  understanding
with respect to our engagement.

     NSCA will assist the Company as provided in clauses (i) through (vi) of the
first paragraph of this agreement. In connection for its services set during the
term of this  agreement,  the Company  shall pay NSCA $1,000 per month,  payable
monthly plus $300 per hour in excess of three (3) hours per month for every hour
of consulting services provided by NSCA to the Company.

     Additionally,  the Company  agrees to reimburse  NSCA promptly upon request
made from time to time,  for its  actual  out-of-pocket  expenses,  incurred  in
connection with NSCA's engagement hereunder.

     The  Company  agrees  to  indemnify  NSCA  and  its  affiliates  and  their
respective shareholders,  directors, officers, employees, agents and controlling
persons  (NSCA and each  such  person  being an  "Indemnified  Party")  from and
against any and all losses, claims,  damages and liabilities,  joint or several,
to which such Indemnified Party may become subject under any applicable  federal
or state law, or otherwise,  related to or arising out of the engagement of NSCA
pursuant to, and the performance by NSCA of the services  contemplated  by, this
letter and will  reimburse any  Indemnified  Party for all expenses  (including,
subject to the provisions of the seventh sentence of this paragraph,  reasonable
counsel  fees  and  expenses)  as they  are  incurred  in  connection  with  the
investigation  of,  preparation  for, or defense  of, any pending or  threatened
claim  or any  action  or  proceeding  arising  therefrom,  whether  or not such
Indemnified Party is a party,  provided that the Company shall have the right to
control the defense and  settlement  of any such claim.  The Company will assume
the defense of such action or  proceeding  and will  employ  counsel  reasonably
satisfactory  to NSCA and will pay the fees and  expenses of such  counsel.  The
Company shall not be liable for any settlement  effected  without the consent of
the Company,  which consent shall not be unreasonably  withheld, and the Company
shall not settle any claim without the consent of NSCA,  which consent shall not
be  unreasonably  withheld.  In addition,  the Company  further  agrees that any
settlement   entered  into  by  the  Company   shall  include  an  explicit  and
unconditional release from the party bringing the claim, action or proceeding of
all Indemnified Persons, which release shall be reasonably satisfactory to NSCA.
Notwithstanding  the  obligation of the Company to employ  counsel in connection
with any such action or  proceeding,  an  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 representation
by counsel chosen by the Company constitutes a conflict on any significant issue
between the positions of such Indemnified Party and the Company,  or the Company
have failed to provide counsel reasonably  satisfactory to the Indemnified Party
in a timely manner. In such event, the reasonable fees and disbursements of such
separate  counsel  will be paid  promptly by the  Company.  In no event will the
Company be  responsible  for the fees and  expenses of more than one counsel (in
addition to any necessary local counsel) for all Indemnified Parties at any time
in  connection  with any action or  proceeding  or  separate  but  substantially
similar or related actions or proceedings in the same jurisdiction.  The Company
will not be liable under the foregoing  indemnification  provision to the extent
that any loss,  claim,  damage,  liability  or  expense  is  finally  judicially
determined to have resulted directly from NSCA's gross negligence or intentional
misconduct.

     The Company  and NSCA agree that if any  indemnification  or  reimbursement
sought  pursuant to the  preceding  paragraph  is  judicially  determined  to be
unavailable  for a  reason  other  than  the  gross  negligence  or  intentional
misconduct  of NSCA then,  whether or not NSCA is the  Indemnified  Person,  the
Company,  on one hand,  and NSCA,  on the other hand,  shall  contribute  to the
losses, claims, damages, liabilities and expenses for which such indemnification
or reimbursement is held unavailable (i) in such proportion as is appropriate to
reflect the relative benefits to the Company,  on the one hand, and NSCA, on the
other hand, in connection with the transactions to which such indemnification or
reimbursement relates, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative  benefits  referred to in clause (i) but also the relative
faults of the Company,  on the one hand, and NSCA, on the other hand, as well as
any other equitable  considerations;  provided,  however, that in no event shall
the amount to be  contributed  by NSCA  pursuant  to this  paragraph  exceed the
amount of the fees actually received by NSCA hereunder.

     The Company will furnish NSCA with such information as the Company and NSCA
believe  appropriate to the assignment (all such  information so furnished being
"Information").  The Company  recognizes and confirms that NSCA (a) will use and
rely primarily on the  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) will not make an  appraisal  of any  assets  of the
Company.

     This letter 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 Company or NSCA. 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 the Company.

     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
Company  further  agrees that neither NSCA nor any of its  controlling  persons,
affiliates, directors, officers, employees or agents shall have any liability to
the Company for any losses, claims, damages, liabilities or expenses arising out
of or  relating  to  this  agreement  or the  services  to be  rendered  by NSCA
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 NSCA.

     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.

     This  agreement may not be amended or modified  except in writing signed by
each of the  parties  and shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of New York,  without regard to principles
of conflict of laws.  Any right to trial by jury with respect to this  agreement
or the services to be rendered by NSCA  hereunder is expressly  and  irrevocably
waived.  The  service  of any  notice,  process,  motion  or other  document  in
connection  with  any  lawsuit,  claim  or other  proceeding  arising  out of or
relating to this  agreement may be effected by registered  mail,  return receipt
requested,  if to the Company,  to the Company's address set forth herein (or to
such other  address  as the  Company  may  provide in writing to NSCA) or, if to
NSCA,  to it at 20 Marlin  Lane,  Port  Washington,  New York 11050,  Attention:
Steven  Cohen (or to such other  address  as NSCA may  provide in writing to the
Company.)

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

     Please  confirm that the  foregoing  correctly  sets forth our agreement by
signing  and  returning  to NSCA  the  duplicate  copy of this  letter  enclosed
herewith.

                                    Very truly yours,

                                 NORTH SHORE CAPITAL ADVISORS CORP.

                                  /s/ Steven Cohen
                            By:_______________________________________
                                  Steven Cohen
                                    President


Accepted and Agreed to as of the date first written above:

THE GORLIN COMPANIES

      /s/ Steve Gorlin
By: ______________________
         Steve Gorlin
         President