EXHIBIT
      10.23

     

    SHARED
      SERVICES AGREEMENT

     

    THIS
      SHARED SERVICES AGREEMENT
      (this
“Agreement”),
      made as
      of this 1st day of May, 2004, is by and between Century Capital Associates
      LLC,
      having an office at 215 Morris Avenue, Spring Lake, New Jersey 07762 (herein
      referred to as “CCA”), and Medi-Hut Co., Inc., having an office at 215 Morris
      Avenue, Spring Lake, New Jersey 07762 (herein referred to as
“MHUT”);

     

    WITNESSETH:

     

    WHEREAS,
      CCA has
      leased from Trillium Partners LLC (herein referred to as “Prime Landlord”),
      those certain premises (herein referred to as the “Premises”) described in that
      certain Lease Agreement (herein referred to as the “Prime Lease”) dated
      September 28, 2000 between Trillium Partners LLC, as the “Landlord” therein, and
      CCA, as the “Tenant” therein; 

     

    WHEREAS,
      the term
      of the Prime Lease commenced on November 1, 2000 and expires on October 31,
      2005, unless earlier terminated as provided in the Prime Lease; 

     

    WHEREAS,
      CCA is
      permitted to sublease and otherwise share the Premises under the Prime Lease;
      and

     

    WHEREAS,
      MHUT
      desires to sublease a portion of the Premises and otherwise utilize CCA’s
      offices and equipment to conduct business;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants set forth herein, CCA and MHUT agree
      as
      follows:

     

    1.    Representations
      of CCA.
      CCA
      represents and warrants to MHUT as follows:

     

    	1.1    	
            CCA
              has delivered to MHUT a true, correct and complete copy of the Prime
              Lease
              as amended through the date hereof.

          


     

    	1.2    	
            The
              Prime Lease is presently in full force and effect and CCA is not in
              default under the Prime Lease.

          


     

    	1.3    	
            The
              Prime Landlord has consented to the terms of this
              Agreement.

          


     

    2.    Term.
      The term
      of this Agreement (herein referred to as the “Agreement Term”) shall commence on
      May 1, 2004 (herein referred to as the “Commencement Date”), and shall continue
      until terminated by either party, with or without cause, upon sixty (60) days
      prior written notice, but in no event shall the Agreement Term continue past
      the
      term of the Prime Lease. 

     

    3.    Shared
      Services.
      CCA
      hereby agrees to allow MHUT to occupy three offices approximating 340 square
      feet and to utilize common areas, kitchen, lobby and conference rooms (herein
      referred to as the “Shared Premises”). CCA also agrees to allow MHUT to use
      certain equipment and services as an “all-inclusive” arrangement for the Monthly
      Retainer Fee defined and described in Paragraph 4 hereof. The equipment and
      services shall include telephones, telephone service with direct dial, personal
      voicemail, computer networking, office furniture and high speed internet access
      (herein referred to as the “Shared Equipment”). The Shared Premises and the
      Shared Equipment, collectively, shall be referred to herein as the “Shared
      Services.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.    Rental.
      The
      monthly rental for the Shared Services shall be Two Thousand Five Hundred
      Dollars ($2,500.00) (herein referred to as the “Monthly Rental Fee”), which
      shall be paid by MHUT to CCA as follows:

     

    	4.1    	
            Contemporaneously
              with the execution hereof, MHUT shall pay to CCA a refundable services
              retainer in the sum of Two Thousand Five Hundred Dollars ($2,500.00)
              (herein referred to as the “Refundable Services Retainer”). The Refundable
              Services Retainer need not be kept separate and apart from other CCA
              funds. No interest shall be paid on the amount of the Refundable Services
              Retainer and such Refundable Services Retainer may be used by CCA to
              provide Shared Services under this Agreement. MHUT agrees that the
              Refundable Services Retainer shall not be used by MHUT as payment for
              the
              Monthly Rental Fee for the Shared Services without receiving the written
              consent of CCA. In the event MHUT defaults in the performance of any
              of
              the terms hereof, CCA may apply or retain the whole, or any part, of
              the
              Refundable Services Retainer for the payment of any Monthly Retainer
              Fee
              or any other payment due hereunder. If MHUT shall, at the end of the
              Agreement Term, have fully and faithfully complied with all of the
              terms
              of this Agreement, the Refundable Services Retainer, or any balance
              thereof, shall be returned to MHUT within thirty (30) days
              thereafter.

          


     

    	4.2    	
            Commencing
              May 1, 2004, MHUT shall pay to CCA the Monthly Service Fee in the sum
              of
              Two Thousand Five Hundred Dollars ($2,500.00), with such rental fee
              being
              payable on the first (1st)
              day of the month for which the rental fee is being
              paid.

          


     

    	4.3    	
            MHUT
              shall pay all fees as herein provided promptly at the times and in
              the
              manner herein specified. If any amount is not paid within five (5)
              days
              after its due date, MHUT shall pay interest on such amount from the
              date
              on which it was due until the date on which it is actually paid at
              the
              rate of ten percent (10%) per annum. Notwithstanding the foregoing,
              CCA
              agrees to allow MHUT to defer payment of all Monthly Service Fees,
              without
              interest, until MHUT has received cumulative cash proceeds exceeding
              Five
              Hundred Thousand Dollars ($500,000) from either an investment, sale
              of
              assets or through the settlement of pending
              litigation.

          


     

    	4.4    	
            If,
              under any provision of the Prime Lease, any additional rent shall be
              payable by CCA to Prime Landlord directly attributable to services
              ordered
              by or activities undertaken by or on behalf of MHUT in connection with
              this Agreement or on account of MHUT’s default hereunder, then MHUT shall
              pay such additional rent on demand by CCA. MHUT may be directed by
              CCA to
              pay such additional rent directly to Prime
              Landlord.

          


     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    5.    Prime
      Lease; Covenants of the Parties. Except
      to
      the extent not otherwise inconsistent with the agreements and understandings
      expressed in this Agreement or applicable only to the original parties to the
      Prime Lease, the terms, provisions, covenants, and conditions of the Prime
      Lease
      are hereby incorporated herein by reference subject to the following
      understandings:

     

    	5.1    	
            To
              the extent that any of the Prime Lease sections conflict or are
              inconsistent with the provisions of this Agreement, whether or not
              such
              inconsistency is expressly noted herein, the provisions of this Agreement
              shall in all instances prevail over the Prime
              Lease.

          


     

    	5.2    	
            CCA
              agrees to perform all of its obligations under the Prime
              Lease.

          


     

    	5.3    	
            Should
              CCA receive a notice of default or any other notice from the Prime
              Landlord, CCA shall provide prompt notice and forward a copy of such
              notice to MHUT.

          


     

    	5.4    	
            Upon
              the termination of this Agreement, MHUT shall surrender the Shared
              Premises and the Shared Equipment to CCA in the condition in which
              the
              Shared Premises and the Shared Equipment were received from CCA on
              the
              Commencement Date, except for ordinary wear and tear and damage by
              casualty or condemnation not the result of the negligent or intentional
              act or omission of MHUT or its officers, agents, employees and invitees.
              CCA shall remain liable to Prime Landlord for any restoration required
              under the terms and conditions of the Prime
              Lease

          


     

    	5.5    	
            If
              the Prime Lease terminates, this Agreement shall terminate and the
              parties
              hereto shall be relieved of any further liability or obligation under
              this
              Agreement.

          


     

    6.    Brokers.
      CCA and
      MHUT each warrants to the other that no broker, agent, salesman or any other
      person is entitled to a commission or similar fee in connection with this
      Agreement.

     

    7.    Use
      of Premises.
      The
      Shared Premises shall be used and occupied only for office space and for no
      other use or purpose.

     

    8.    Warranty
      of Quiet Enjoyment.
      So long
      as MHUT shall observe and perform the covenants and agreements applicable to
      it
      hereunder, MHUT shall, at all times during the Agreement Term, peacefully and
      quietly have and enjoy the possession of the Shared Premises.

     

    9.    Assignment
      and Subletting.
      MHUT
      shall not assign this Agreement or further sublease, rent or share all or any
      part of the Shared Premises without the prior written consent of both the Prime
      Landlord and CCA. 

     

    10.    Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of New Jersey.

     

    11.    Notices.
      All
      notices which may or are to be required to be given by either party on the
      other
      hereunder shall be in writing. All notices shall be sent by hand delivery,
      overnight delivery service or United States mail, to the address hereinbelow
      set
      forth for such party, or to such other place as a party may from time to time
      designate in a written notice to the other.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    To
      CCA:

     

    Century
      Capital Associates LLC

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    Attention:
      Thomas S. Gifford

     

    To
      MHUT:

     

    Medi-Hut
      Co., Inc.

     

    215
      Morris Avenue

    Spring
      Lake, New Jersey 07762

    Attention:
      Allan J. Jones

     

    with
      a
      copy to:

     

    Giordano,
      Halleran & Ciesla, P.C.

    125
      Half
      Mile Road

    P.O.
      Box
      190

    Middletown,
      New Jersey 07748

    Attention:
      Paul T. Colella, Esq.

     


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned representatives of the parties hereto have executed this Agreement
      on behalf of the parties as of the day and year first above
      written.

     

    CENTURY
      CAPITAL ASSOCIATES LLC

     

     

    By: 
      /s/
      Thomas S. Gifford

    
      
        

      

    

    Name:  
      Thomas
      S.
      Gifford

    Title:    
      Managing
      Member and Vice President

     

     

    MEDI-HUT
      CO., INC.

     

     

    By: 
      /s/
      Allan
      J. Jones

    
      
        

      

    

    Name:  
      Allan
      J.
      Jones

    Title:    
      Vice
      President

     

     

    
      
         

      

        -5-