EXHIBIT
        10.7

       

       

      AMENDED
        AND RESTATED CONSULTING SERVICES AGREEMENT

       

      This
        Amended and Restated Consulting Services Agreement (this “Agreement”), is made
        as of the 1st
        day of
        February, 2005, by and between Medi-Hut Co., Inc., a Nevada corporation having
        a
        principal place of business at 215 Morris Avenue, Spring Lake, New Jersey
        07762
        (“Medi-Hut”), and Century Capital Associates LLC, a Delaware limited liability
        company having a principal place of business at 215 Morris Avenue, Spring
        Lake,
        New Jersey 07762 (“Century Capital”).

       

      Recitals

       

      WHEREAS,
        Medi-Hut and Century Capital entered into a Consulting Services Agreement
        on
        February 21, 2003 (the “Original Agreement”), pursuant to which Century Capital
        provided to Medi-Hut a full range of consulting services, including, without
        limitation, strategic review and analysis of operations, products, systems,
        controls, management and personnel, general corporate advisory services,
        management services, operations support, business development and financial
        advisory services;

       

      WHEREAS,
        the
        initial term of the Original Agreement ended on January 31, 2005;
        and

       

      WHEREAS,
        Medi-Hut desires to continue to retain Century Capital to provide the consulting
        services offered by Century Capital in accordance with and pursuant to the
        terms
        and conditions set forth in this Agreement.

       

      NOW,
        THEREFORE,
        in
        consideration of the promises, representations and obligations contained
        in this
        Agreement, and for other good and valuable consideration as set forth in
        this
        Agreement, Medi-Hut and Century Capital agree as follows:

       

      	1.    	
              Term
                and Termination

            


       

      	1.1.     	
              Term.
                This Agreement shall be deemed to have commenced as of February 1,
                2005
                (the “Effective Date”) and will continue for a term of one (1) year,
                ending on January 31, 2006 (the “Initial Term”). At the end of the Initial
                Term, this Agreement will thereafter automatically continue in full
                force
                and effect until terminated as provided
                below.

            


       

      	1.2.    	
              Termination.

            


       

      	(a)    	
              Termination
                after Initial Term.
                After the conclusion of the Initial Term either party shall have
                the right
                to terminate this Agreement by providing written notice to the other
                party
                at least sixty (60) days prior to the proposed termination
                date.

            


       

      	(i)    	
              Termination
                by Medi-Hut.
                In the event this Agreement is terminated by Medi-Hut after the Initial
                Term, Century Capital shall be entitled to receive payment from Medi-Hut
                on the termination date of a lump-sum amount equal to the sum of
                (A) all
                monthly fees, including any deferred fees under this Agreement and/or
                the
                Original Agreement, which are due and payable and which were required
                to
                be paid prior to and as of the termination date, plus (B) all reimbursable
                expenses incurred under this Agreement and/or the Original Agreement
                but
                unpaid as of the termination date, plus (C) the amount of any unpaid
                annual bonus earned by Century Capital during the period this Agreement
                and the Original Agreement remained in full force and
                effect.

            


       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	(ii)    	
              Termination
                by Century Capital.
                In the event this Agreement is terminated by Century Capital after
                the
                Initial Term, Medi-Hut shall pay Century Capital on the termination
                date a
                lump sum amount equal to the sum of (A) all monthly fees, including
                any
                deferred fees under this Agreement and/or the Original Agreement,
                which
                are due and payable and which were required to be paid prior to and
                as of
                the termination date, plus (B) all reimbursable expenses incurred
                under
                this Agreement and/or the Original Agreement but unpaid as of the
                termination date, plus (C) the amount of any unpaid annual bonus
                earned by
                Century Capital during the period this Agreement and the Original
                Agreement remained in full force and
                effect.

            


       

      	(b)    	
              Termination
                for Cause by Medi-Hut.
                Medi-Hut can terminate this Agreement for cause if Century Capital
                fails
                to materially perform the consulting services to be provided pursuant
                to
                this Agreement; provided
                that (i) the determination of material nonperformance of service
                is made
                by a majority of the independent members of the Medi-Hut Board of
                Directors (i.e., those directors with no affiliation with Medi-Hut
                other
                than in their capacity as directors), (ii) the material nonperformance
                is
                particularly described in a written notice to be issued by the Medi-Hut
                Board of Directors and delivered to Century Capital, (iii) Century
                Capital
                has sixty (60) days from receipt of the written notice to cure the
                material nonperformance, and (iv) the determination that Century
                Capital
                has not cured its material nonperformance is made by a majority of
                the
                independent members of the Medi-Hut Board of Directors.
                

            


       

      Upon
        termination for cause by Medi-Hut, Century Capital is entitled to be paid
        all
        monthly fees, including any deferred fees under this Agreement and/or the
        Original Agreement, which are due and payable and which were required to
        be paid
        prior to and as of the termination date, and is entitled to be reimbursed
        for
        all expenses incurred under this Agreement and/or the Original Agreement
        but
        unpaid as of the termination date.

       

      	(c)    	
              Termination
                for Cause by Century Capital.
                Century Capital can terminate this Agreement for cause upon (i) any
                breach
                of this Agreement by Medi-Hut which is not cured within thirty (30)
                days
                of receipt of written notice from Century Capital which identifies
                the
                incident(s) of breach, (ii) the breach by Medi-Hut of any other agreement
                by and between Medi-Hut and Century Capital, or the breach of any
                instrument or note issued by Medi-Hut to Century Capital, (iii) the
                failure of Medi-Hut to pay in full any compensatory fee or bonus,
                reimburse any expense, or pay any other amount to Century Capital,
                when
                such amount is due and payable, unless the payment of such amount
                owed is
                deferred at the sole option of Century Capital, (iv) the removal
                of David
                R. LaVance as President and Chief Executive Officer of Medi-Hut without
                the prior written approval of Century Capital, (v) the removal of
                Thomas
                S. Gifford as Executive Vice President, Chief Financial Officer
                (Treasurer) and Secretary of Medi-Hut, without the prior written
                approval
                of Century Capital (vi) the removal of or failure to elect David
                R.
                LaVance and Thomas S. Gifford as members of the Medi-Hut Board of
                Directors without the prior written approval of Century Capital,
                or (vii)
                Medi-Hut suspending or discontinuing its business, making an assignment
                for the benefit of creditors, not paying its debts as such debts
                become
                due, voluntarily filing a petition in bankruptcy, being the subject
                of an
                involuntary bankruptcy filing if such filing is not dismissed within
                forty-five (45) days; or having a receiver appointed for its
                assets.

            


       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      In
        the
        event Century Capital consents to or recommends, in writing, any of the events
        set forth above which could trigger a for cause termination by Century Capital
        of this Agreement, such event shall not give rise to a for cause termination
        of
        this Agreement. In addition, in the event Century Capital waives, in writing,
        its right to declare a for cause termination upon the happening of one of
        the
        events set forth above, such event shall not give rise to a for cause
        termination of this Agreement. Further, this Agreement cannot be terminated
        for
        cause by Century Capital pursuant to any subpart above, if any such event
        was
        caused by the actions or inaction of Century Capital.

       

      In
        the
        event this Agreement is terminated by Century Capital for cause, Century
        Capital
        shall be entitled to receive payment from Medi-Hut on the termination date
        of a
        lump sum amount equal to the sum of (A) all monthly fees, including any deferred
        fees under this Agreement and/or the Original Agreement, which are due and
        payable and which were required to be paid prior to and as of the termination
        date, plus (B) all reimbursable expenses incurred under this Agreement and/or
        the Original Agreement but unpaid as of the termination date, plus (C) an
        amount
        equal to the product of Century Capital’s monthly fee ($50,000 or such greater
        amount as may be agreed to by the parties) multiplied by the greater of (I)
        six
        (6) months and (II) the number of full months remaining in the Initial Term
        if
        termination for cause occurs in the Initial Term, plus (d) the full amount
        of
        the bonus target established for the year of termination. In addition, all
        warrants held by Century Capital shall vest and be immediately
        exercisable.

       

      	2.    	
              Independent
                Contractor

            


       

      	2.1.    	
              Independent
                Contractor Relationship.
                At all times the relationship between Medi-Hut and Century Capital
                and
                Century Capital’s principals, employees, members, administrators,
                contractors, agents and other representatives who render services
                on its
                behalf to Medi-Hut, shall be that of an independent contractor and
                not as
                an employee, agent, or partner of Medi-Hut. Nothing in this Agreement
                shall be construed or interpreted as creating or establishing the
                relationship of employer and employee by and between Medi-Hut and
                Century
                Capital or by and between Medi-Hut and any principal, employee, member,
                administrator, contractor, agent or other representative of Century
                Capital. During the term of this Agreement, Century Capital and its
                principals, employees, members, administrators, contractors, agents
                and
                other representatives, in particular, David R. LaVance and Thomas
                S.
                Gifford, retain the right to provide consulting services to other
                parties
                provided
                that such services do not materially interfere with the services
                to be
                rendered pursuant to this Agreement.

            


       

      	2.2.    	
              Compensation
                of Century Capital Personnel.
                Century Capital agrees that it is responsible for the payment of
                compensation for services rendered to Medi-Hut under this Agreement
                by
                Century Capital’s principals, employees, members, contractors,
                administrators, agents and other representatives, as well as responsible
                for withholding, paying and remitting all applicable federal, state
                and
                local withholding and payroll taxes. In addition, all other employment
                related benefits made available to the principals, employees, members,
                administrators, contractors, agents or other representatives of Century
                Capital, if any, including, without limitation, health insurance,
                shall be
                provided by Century Capital.

            


       

      	2.3.    	
              Compliance
                of Personnel with this Agreement.
                Century Capital shall be responsible for ensuring that its principals,
                employees, members, administrators, contractors, agents and other
                representatives comply with all provisions of this
                Agreement.

            


       

      	3.    	
              Services
                to be Performed

            


       

      	3.1.    	
              Nature
                of Consulting Services.
                Medi-Hut hereby engages Century Capital to provide the services of
                Mr.
                LaVance and Mr. Gifford to act as the Company’s corporate officers as
                designated herein.

            


       

      	3.2.    	
              Reporting.
                Century Capital, Mr. LaVance and Mr. Gifford shall report directly
                to and
                take direction from a committee of the Board of Directors comprised
                solely
                of independent members of the Board of Directors (the
                "Committee").

            


       

      	3.3.    	
              Location
                of Work.
                In its sole discretion, Century Capital and its personnel will perform
                the
                consulting services hereunder at Medi-Hut’s principal business offices in
                Spring Lake, New Jersey and Century Capital’s principal offices located in
                Spring Lake, New Jersey and Raleigh, North Carolina, or at any other
                location deemed necessary by Century Capital. To the extent services
                will
                be performed at Medi-Hut’s principal business offices, Medi-Hut agrees to
                provide work space and facilities, and any other services and materials
                Century Capital or its personnel may reasonably request in order
                to
                perform their services. With respect to Mr. LaVance and Mr. Gifford,
                Medi-Hut shall provide each with an office at its principal business
                offices that is commensurate with office space made available to
                the
                executive officers of Medi-Hut.

            


       

      
        
           

        

        
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      	3.4.    	
              Position
                and Title.
                Mr. LaVance will continue in his position as President and Chief
                Executive
                Officer of Medi-Hut and Mr. Gifford will continue in his position
                as
                Executive Vice President, Chief Financial Officer (Treasurer) and
                Secretary of Medi-Hut. The continued appointment to such positions
                will
                not affect the compensation due and payable to Century Capital, nor
                the
                manner in which such compensation is paid, under this Agreement,
                and Mr.
                LaVance and Mr. Gifford will continue to be treated as independent
                contractors with respect to Medi-Hut for purposes of compensation.
                In
                other words, no additional compensation will be paid to Mr. LaVance
                and
                Mr. Gifford for holding executive officer positions at Medi-Hut,
                other
                than the compensation provided for herein. Medi-Hut represents and
                warrants to Century Capital that it will maintain a Directors and
                Officers
                Liability Insurance Policy with coverage of not less than $2 million
                (the
                “D&O Policy”) in full force and effect during the time that Mr.
                LaVance and Mr. Gifford serve as officers or directors of Medi-Hut
                and for
                a period of two (2) years following the date that neither Mr. LaVance
                nor
                Mr. Gifford serves as an officer or director of Medi-Hut. During
                this two
                (2) year period, each of Mr. LaVance and Mr. Gifford is entitled
                to
                receive an endorsement or other customary form of confirmation from
                the
                carrier of the D&O Policy that he is covered as a former officer and
                director of Medi-Hut.

            


       

      	4.    	
              Compensation

            


       

      	4.1.    	
              Monthly
                Fee.
                Century Capital is entitled to receive a monthly consulting fee in
                the
                amount of Fifty Thousand Dollars ($50,000), payable on the first
                business
                day of each month during the period that this Agreement remains in
                effect.
                The payment of any portion of the monthly consulting fee may be deferred
                until a later date at the sole option of Century Capital. The basis
                for
                any such deferment would be related to potential cash flow issues.
                

            


       

      	4.2.    	
              Expenses.
                Medi-Hut shall promptly reimburse Century Capital and its personnel,
                for
                all reasonable and customary out-of-pocket expenses, including, without
                limitation, travel, hotel, meal and other business related expenses
                associated with the services provided pursuant to this Agreement.
                These
                expenses shall include all reasonable and customary travel related
                expenses, including, without limitation, airfare, rental car and
                hotel,
                for travel by Mr. LaVance between North Carolina and New Jersey in
                connection with providing services pursuant to this Agreement. In
                addition, all reasonable legal fees and expenses incurred by any
                of
                Century Capital, Mr. Gifford and Mr. LaVance in connection with the
                preparation and performance of this Agreement and any other matter
                concerning Medi-Hut, will be paid by
                Medi-Hut.

            


       

      	4.3.    	
              Bonuses.
                Century Capital shall, at the discretion of the Committee, be paid
                an
                annual bonus in an amount not less than one hundred twenty-five thousand
                dollars ($125,000) upon the successful completion of the objectives
                established by the Committee and Century Capital. The annual bonus
                shall
                be based on the performance of the Consultants for each one year
                period
                commencing February 1 and ending January 31 during the period this
                Agreement remains in effect. The payment of the entire amount of
                the
                annual bonus or a portion thereof may be deferred at the sole discretion
                of Century Capital. In the event that this Agreement terminates prior
                to
                the conclusion of the then current one year period, the annual bonus
                will
                be pro rated. Century Capital and Medi-Hut agree to negotiate and
                agree in
                good faith on the annual bonus criteria. 

            


       

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      During
        the period that this Agreement is in effect, and for a period of twenty-four
        (24) months after the effective termination date of this Agreement, Century
        Capital is entitled to receive from Medi-Hut a transaction bonus in cash
        which
        shall be not less than two and one-half percent (2.5%) of (i) the aggregate
        consideration to be paid in connection with a sale or acquisition of Medi-Hut,
        whether Medi-Hut is the surviving entity, and whether by stock purchase,
        tender
        offer, merger, consolidation, combination, reorganization, recapitalization
        or
        other corporate transaction or business combination, or in connection with
        a
        sale of all or substantially all of Medi-Hut’s assets, and (ii) the aggregate
        consideration to be paid in connection with a Change in Control (as hereinafter
        defined) of Medi-Hut. If any transaction described in subparts (i) or (ii)
        above
        commences prior to, but is not completed until after, the end of the twenty
        four
        month period following the effective termination date of this Agreement,
        Century
        Capital’s right to receive and Medi-Hut’s obligation to pay the transaction fee
        under this Section 4.3 shall be extended until the completion of the
        transaction. For purposes of this Agreement, “Change in Control” shall mean any
        transaction which is effected in such a way that holders of more than fifty
        percent (50%) of the shares of Medi-Hut common stock then outstanding are
        entitled to receive (either directly or upon subsequent liquidation) stock,
        securities or assets (including cash) of another person with respect to or
        in
        exchange for Medi-Hut common stock. 

       

      The
        obligation of Medi-Hut to pay the annual or transaction bonus or any other
        compensation or expense hereunder shall survive termination of this Agreement.
        

       

      	4.4.    	
              Warrants.
                Upon execution of this Agreement, Medi-Hut will issue to Century
                Capital a
                non-cancelable warrant to purchase five hundred thousand (500,000)
                shares
                of Medi-Hut common stock at a purchase price of $.03 per share. The
                warrant shall vest as follows: (a) 250,000 of the shares underlying
                the
                warrant will be eligible for purchase on the Effective Date, (b)
                an
                additional 20,833 of the shares underlying the warrant shall become
                eligible for purchase on and after the last day of each month commencing
                February 28, 2005 and ending December 31, 2005, and (c) 20,837 of
                the
                shares underlying the warrant shall become eligible for purchase
                on and
                after January 31, 2006. The
                warrant will have a ten (10) year life and will have such other customary
                terms and provisions as agreed to by Medi-Hut and Century
                Capital.

            


       

      Century
        Capital represents that it is acquiring the warrant for its own account,
        for
        investment and not with a view to the distribution thereof, nor with any
        present
        intention of selling or otherwise disposing of the warrants or the underlying
        shares of common stock, and will not sell or otherwise transfer the warrants
        or
        the underlying shares of common stock except in accordance with applicable
        federal and state securities laws, and acknowledges that the warrant
        certificates and stock certificates evidencing the warrants and underlying
        shares of common stock shall bear a legend restricting the transfer thereof.
        Moreover, Century Capital understands that the warrants and underlying shares
        of
        common stock have not been registered under the Securities Act of 1933, as
        amended, or the securities laws of any state, and, therefore, are subject
        to
        substantial restrictions on transfer.

       

      	4.5.    	
              Deferred
                Fees.
                Pursuant to the terms of the Original Agreement, Century Capital
                is
                entitled to receive deferred fees in the amount of Three Hundred
                Thirty
                Three Thousand Five Hundred Sixty Three Dollars ($333,563) (the “Deferred
                Fees”) which shall be paid as follows: 

            


       

      	(a)    	
              One
                Hundred and Ten Thousand Dollars ($110,000) of the Deferred Fees
                shall be
                paid in common stock on February 1, 2005 at a conversion price of
                ten
                cents ($.10) per share. This conversion price shall be subject to
                adjustment so that it equates to the same purchase price as paid
                in any
                PIPE investment obtained by Medi-Hut in the event such PIPE investment
                is
                obtained on or before July 31, 2005.

            


       

      	(b)    	
              The
                remaining balance of the Deferred Fees shall continued to be deferred
                and
                will become payable when Century Capital requests payment and the
                financial condition of Medi-Hut will support such payment or the
                Deferred
                Fees are otherwise due under this
                Agreement.

            


       

      	4.6.    	
              Employment
                Taxes.
                As previously stated in this Agreement, no part of the compensation
                payable to Century Capital will be subject to withholding by Medi-Hut
                for
                the payment of any federal, state or local withholding or
                employer/employee payroll taxes.

            


       

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      	5.    	
              Confidentiality;
                Public Disclosure.
                Century Capital and Medi-Hut shall maintain in strict confidence
                all
                information of a confidential or proprietary nature of the other
                party
                that is exchanged in connection with the services rendered under
                this
                Agreement, including the terms of this Agreement. Century Capital
                and
                Medi-Hut agree that each shall use such proprietary information only
                for
                the purposes of performing its obligations under this Agreement.
                Century
                Capital and Medi-Hut agree that each shall disclose such proprietary
                information only (a) to the extent consented to by the other party,
                (b) to
                the extent required by any law or regulation, or by the Securities
                and
                Exchange Commission or any exchange or automated quotation system
                on which
                Medi-Hut stock is listed; and (c) to its personnel who have a need
                to know
                such proprietary information for the purposes of this Agreement.
                Century
                Capital and Medi-Hut shall ensure that each of its employees comply
                with
                the provisions in this Section. Proprietary information shall not
                include:
                (i) information rightfully known by a party prior to the Effective
                Date of
                this Agreement, (ii) information that is now or hereafter become
                generally
                available to the public other than as a result of a disclosure in
                breach
                of this Agreement; (iii) information independently developed or acquired
                by a party or its personnel without reliance on or reference to,
                in any
                way, proprietary information of the other party; or (iv) information
                which
                becomes available to a party from a third party source; provided
                that such third party source is not known to be bound by a confidentiality
                agreement with respect to such information or known to otherwise
                be
                prohibited from transmitting the information by a contractual, legal
                or
                fiduciary obligation.

            


       

      Medi-Hut
        shall not disclose any proprietary or other information, including the terms
        of
        this Agreement, to the public or any federal or state agency, without first
        reviewing such disclosure with Century Capital. Such disclosures shall include,
        but are not limited to, press releases and reports filed with the Securities
        and
        Exchange Commission.

       

      	6.    	
              Non-Solicitation
                of Personnel

            


       

      During
        the term of this Agreement and for a period of twelve (12) months after the
        effective termination date of this Agreement, neither party shall directly
        or
        indirectly solicit, recruit or hire any personnel of the other party who
        are or
        have been directly involved with the performance of services under this
        Agreement, unless such party receives the prior written consent of the other
        party.

       

      	7.    	
              Indemnification;
                Limitation of Liability

            


       

      	7.1.    	
              Indemnification.
                To the extent permitted by law, Medi-Hut covenants and agrees to
                defend,
                indemnify and hold harmless Century Capital and each of its principals,
                employees, members, administrators, contractors, agents and other
                representatives, including, without limitation, Mr. LaVance and Mr.
                Gifford (each, a “Century Capital Indemnitee” and collectively, the
                “Century Capital Indemnitees”), from and against, and pay or reimburse the
                Century Capital Indemnitees for, any and all claims, demands, liabilities,
                obligations, losses, fines, costs, expenses, royalties, litigation,
                deficiencies or damages, including interest and penalties with respect
                thereto and out-of-pocket expenses and reasonable attorneys’ and
                accountants’ fees and expenses incurred in the investigation or defense of
                any of the same or in asserting, preserving or enforcing any of their
                respective rights under this Agreement, relating to, resulting from
                or
                arising out of (a) any failure of Medi-Hut to perform any covenant
                or
                agreement hereunder or any related agreement, instrument or note,
                or
                fulfill any other obligation in respect hereof or thereof, (b) any
                threatened, pending or completed action, suit or proceeding, whether
                brought by or in the right of Medi-Hut or otherwise and whether of
                a
                civil, criminal, administrative or investigative nature (each a
                “Proceeding”), involving Century Capital or any Century Capital Indemnitee
                by reason of the services rendered pursuant to this Agreement, or
                by
                reason of their relationship with Medi-Hut, or by reason of any Century
                Capital Indemnitee having been a corporate agent of Medi-Hut, including
                as
                an officer or director of Medi-Hut.

            


       

      Promptly
        after receipt by a Century Capital Indemnitee of notice of the commencement
        of
        any Proceeding, such Century Capital Indemnitee shall, if a claim in respect
        thereof is to be made against Medi-Hut under this Section 7.1, deliver to
        Medi-Hut a written notice of the commencement thereof, and Medi-Hut shall
        have
        the right to participate in, and, to the extent Medi-Hut so desires, to assume
        control of the defense thereof with counsel satisfactory to the Century Capital
        Indemnitee; provided,
        however,
        that a
        Century Capital Indemnitee shall have the right to retain its, his or her
        own
        counsel, with the fees and expenses to be paid by Medi-Hut, if, in the
        reasonable opinion of counsel for the Century Capital Indemnitee, representation
        of such party by the counsel retained by Medi-Hut would be inappropriate
        due to
        actual or potential differing interests between the Century Capital Indemnitee
        and any other party represented by such counsel in such proceeding. Medi-Hut
        shall pay for only one legal counsel for the Century Capital Indemnitee and
        any
        other Century Capital Indemnitee related thereto; such legal counsel shall
        be
        selected by the Century Capital Indemnitee subject to Medi-Hut’s approval which
        shall not be unreasonably withheld. The failure to deliver written notice
        to
        Medi-Hut within a reasonable time of the commencement of any such action
        shall
        not relieve Medi-Hut of any liability to another under this Section 7.1,
        except
        to the extent that such failure to notify results in the forfeiture by Medi-Hut
        of substantive rights or defenses. The indemnification required by this Section
        7.1 shall be made by periodic payments of the amount thereof during the course
        of the investigation or defense, as such expense, loss, damage or liability
        is
        incurred and is due and payable.

       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      Notwithstanding
        the foregoing, in the event a Century Capital Indemnitee is requested or
        authorized by Medi-Hut or is required by government regulation, subpoena
        or
        other legal process to produce any documents or personnel as witnesses with
        respect to Century Capital's engagement by Medi-Hut, Medi-Hut will reimburse
        the
        Century Capital Indemnitee for his, her or its reasonable professional costs
        and
        expenses, as well as the reasonable fees and expenses of his, her or its
        counsel, incurred in responding to such requests.

       

      	7.2.    	
              Limitation
                of Liability.
                TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER CENTURY CAPITAL NOR
                ANY OF
                ITS PERSONNEL SHALL BE LIABLE TO MEDI-HUT FOR ANY CONSEQUENTIAL,
                INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES IN CONNECTION WITH THE SERVICES
                RENDERED BY IT OR ITS PERSONNEL UNDER THIS
                AGREEMENT.

            


       

      	7.3.    	
              Survival.
                The obligations of Medi-Hut set forth in this Section 7 shall survive
                the
                termination of this Agreement.

            


       

      	8.    	
              General
                Provisions

            


       

      	8.1.    	
              Insurance.
                To the extent permitted by the policy, Medi-Hut shall add Century
                Capital
                and its personnel as additional insured parties under any business
                insurance policy issued to Medi-Hut.

            


       

      	8.2.    	
              Governing
                Law.
                This Agreement will be governed and construed in accordance with
                the laws
                of the State of New Jersey (exclusive of its conflict of laws provisions).
                Any judicial proceeding brought against any of the parties to this
                Agreement on account of any dispute arising out of this Agreement,
                or any
                matter related thereto, shall be brought in a court of competent
                jurisdiction in Monmouth County, New Jersey or in the United States
                District Court for the District of New Jersey, and by execution and
                delivery of this Agreement, the parties hereby consent to the exclusive
                jurisdiction of any such applicable court and waive any deference
                or
                opposition to such jurisdiction.

            


       

      	8.3.    	
              Notices.
                All notices and other communications pertaining to this Agreement
                shall be
                in writing and shall be sent either by certified or registered mail,
                reputable commercial overnight carrier, or hand delivery, addressed
                as
                follows:

            


       

      To
        Medi-Hut:

       

      Medi-Hut
        Co., Inc.

      215
        Morris Avenue

      Spring
        Lake, New Jersey 07762

      Attention:
        Board of Directors

      


      To
        Century Capital:

       

      Century
        Capital Associates LLC

      215
        Morris Avenue

      Spring
        Lake, New Jersey 07762

      Attention:
        David R. LaVance or Thomas S. Gifford

       

      Notice
        shall be deemed to have been given by a party hereto (i) when personally
        delivered, (ii) three (3) days after having been deposited by certified or
        registered first class mail, return receipt requested, or (iii) one (1) business
        day after having been sent by commercial overnight courier with written
        verification of receipt. Either party may change its address from time to
        time
        by giving notice to that effect as provided herein.

       

      	8.4.    	
              Binding
                Effect; Assignment.
                This Agreement and the rights and obligations of each party hereunder
                shall be binding upon and shall inure to the benefit of the parties
                and
                their successors and assigns. Neither this Agreement nor any of the
                rights
                or obligations of Century Capital or Medi-Hut arising under this
                Agreement
                may be assigned or transferred without the other party’s prior written
                consent.

            


       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

       

      	8.5.    	
              Waivers.
                Failure or delay on the part of either party to exercise any right,
                power
                or privilege or remedy hereunder shall not constitute a waiver thereof.
                No
                waiver of default shall operate as a waiver of any other default
                or of the
                same type of default on future occasions.

            


       

      	8.6.    	
              Counterparts.
                This Agreement may be executed in two (2) or more counterparts, each
                of
                which shall be deemed an original and all of which taken together
                shall
                constitute one (1) and the same Agreement.


            


       

      	8.7.    	
              Severability.
                In the event that any provision contained in this Agreement should
                be held
                to be unenforceable, such unenforceability shall not affect any of
                the
                other provisions herein. 

            


       

      	8.8.    	
              Headings.
                The section and paragraph headings are contained herein for ease
                of use,
                and are not intended to either broaden or limit the scope of the
                terms
                hereof.

            


       

      	8.9.    	
              Legal
                Fees.
                All reasonable legal fees incurred by Century Capital in connection
                with
                the representation of Century Capital with respect to this Agreement
                and
                any related agreement, instrument or note shall be paid by Medi-Hut.
                If
                any proceeding arises between the parties with respect to a dispute
                under
                this Agreement, the prevailing party in such proceeding shall be
                entitled
                to receive its reasonable attorney’ fees, expert witness fees and
                out-of-pocket costs incurred in connection with such proceeding,
                in
                addition to any relief it may be awarded.

            


       

      	8.10.    	
              Entire
                Agreement.
                This Agreement is intended to be the sole and complete statement
                of the
                obligations of the parties as to the services to be performed and
                supersedes as of the Effective Date all previous understandings,
                negotiations and proposals, including the Original Agreement, and
                may not
                be altered, amended or modified, except in writing, signed by the
                duly
                authorized representatives of the
                parties.

            


       

      	8.11.    	
              Construction.
                This Agreement is the product of negotiations between the parties
                and no
                provision hereof shall be construed to the disadvantage of any party
                as
                having been the author of such provision.

            


       

      	8.12.    	
              Approval
                of Medi-Hut Board of Directors.
                In connection with the execution and delivery of this Agreement by
                Medi-Hut, Medi-Hut shall deliver to Century Capital resolutions of
                the
                Medi-Hut Board of Directors approving and adopting this Agreement
                and the
                authorization of the execution hereof.

            


       


      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed and
        delivered in duplicate by their duly authorized representatives all as of
        the
        effective date first written above.

       

      
        	 	
                MEDI-HUT
                  CO., INC.

              
	 	 
	 	
                /s/
                  David R. LaVance

              
	 	
                Authorized
                  Signature

              
	 	 
	 	
                David
                  R. LaVance

              
	 	
                Name

              
	 	 
	 	
                President
                  and Chief Executive Officer

              
	 	
                Title

              
	 	 
	 	 
	 	
                CENTURY
                  CAPITAL ASSOCIATES LLC

              
	 	 
	 	
                /s/
                  Thomas S. Gifford

              
	 	
                Authorized
                  Signature

              
	 	 
	 	
                Thomas
                  S. Gifford

              
	 	
                Name

              
	 	 
	 	
                Vice
                  President

              
	 	
                Title

              
	 	 


      

       

       

      
        
           

        

          -9-