ZANN CORP.
                            PLACEMENT AGENT AGREEMENT


                                                   Dated as of: December 8, 2005

Monitor Capital, Inc.
9171 Towne Centre Drive, Suite 465
San Diego, CA 92122

     RE:   Placement Agent Agreement (the "Agreement")
                                           ---------

Ladies  and  Gentlemen:

     The  undersigned,  Zann Corp., a Nevada corporation (the "Company"), hereby
                                                               -------
agrees with Monitor Capital, Inc. (the "Placement Agent") as follows:
                                        ---------------

     1.     Offering.  The  Company hereby engages the Placement Agent to act as
            --------
its exclusive placement agent in connection with the Standby Equity Distribution
Agreement  dated  the  date  hereof  between  the  Company  and  Cornell Capital
Partners,  LP  (the  "Investor")  (the "Standby Equity Distribution Agreement"),
                      --------          -------------------------------------
pursuant to which the Company shall issue and sell to the Investor, from time to
time,  and  the  Investor shall purchase from the Company (the "Offering") up to
                                                                --------
Five  Million  Dollars  ($5,000,000)  (the "Commitment Amount") of the Company's
                                            -----------------
common  stock,  par  value  $0.001  per share (the "Common Stock"), at price per
                                                    ------------
share equal to the Purchase Price, as that term is defined in the Standby Equity
Distribution Agreement.  The Placement Agent services shall consist of reviewing
the  terms of the Standby Equity Distribution Agreement and advising the Company
with  respect  to  those  terms.

     All  capitalized  terms  used herein and not otherwise defined herein shall
have  the  same  meaning  ascribed to them as in the Standby Equity Distribution
Agreement.  The  Investor  will  be  granted  certain  registration  rights with
respect  to  the Common Stock as more fully set forth in the Registration Rights
Agreement  between  the  Company  and  the  Investor  dated the date hereof (the
"Registration Rights Agreement").  The documents to be executed and delivered in
 -----------------------------
connection  with  the  Offering,  including,  but  not limited, to the Company's
latest  Quarterly  Report  on  Form  10-QSB  as  filed  with  the  United States
Securities  and  Exchange  Commission,  this  Agreement,  the  Standby  Equity
Distribution  Agreement,  and  the Registration Rights Agreement are referred to
sometimes  hereinafter  collectively as the "Offering Materials."  The Company's
                                             ------------------
Common  Stock  purchased  by  the Investor under the Standby Equity Distribution
Agreement  is  sometimes  referred  to  hereinafter  as  the  "Securities."  The
                                                               ----------
Placement  Agent  shall  not  be  obligated  to  sell  any  Securities.

     2.   Compensation.
          ------------

          A.     Upon  the  execution of this Agreement, the Company shall issue
to  the  Placement Agent or its designee shares of the Company's Common Stock in
an  amount  equal  to  Ten Thousand Dollars ($10,000) divided by the closing bid
price  of  the Common Stock, as quoted by Bloomberg, LP, on the date hereof (the
"Placement  Agent's  Shares").  The  Placement
 --------------------------


                                        1
<PAGE>
Agent  shall be entitled to "piggy-back" registration rights with respect to the
Placement  Agent's  Shares,  which  shall  be triggered upon registration of any
shares  of  Common  Stock  by  the  Company  pursuant to the Registration Rights
Agreement  dated  the  date  hereof.

     3.   Representations,  Warranties  and  Covenants of the Placement Agent.
          --------------------------------------------------------------------

          A.     The  Placement  Agent  represents,  warrants  and  covenants as
follows:

                    (i)     The Placement Agent has the necessary power to enter
into this Agreement and to consummate the transactions contemplated hereby.

                    (ii)     The  execution  and delivery by the Placement Agent
of  this  Agreement and the consummation of the transactions contemplated herein
will  not  result  in  any violation of, or be in conflict with, or constitute a
default  under,  any  agreement  or instrument to which the Placement Agent is a
party  or  by  which  the  Placement  Agent  or its properties are bound, or any
judgment,  decree,  order  or,  to the Placement Agent's knowledge, any statute,
rule  or  regulation  applicable  to  the  Placement Agent.  This Agreement when
executed  and delivered by the Placement Agent, will constitute the legal, valid
and  binding  obligations of the Placement Agent, enforceable in accordance with
their  respective terms, except to the extent that (a) the enforceability hereof
or  thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or  similar  laws  from  time  to  time  in  effect  and affecting the rights of
creditors  generally,  (b)  the  enforceability  hereof or thereof is subject to
general  principles  of  equity, or (c) the indemnification provisions hereof or
thereof  may  be  held  to  be  in  violation  of  public  policy.

                    (iii)     Upon  receipt and execution of this Agreement, the
Placement Agent will promptly forward copies of this Agreement to the Company or
its  counsel  and  the  Investor  or  its  counsel.

                    (iv)     The Placement Agent will not intentionally take any
action  that  it  reasonably  believes  would  cause the Offering to violate the
provisions  of  the  Securities  Act  of  1933, as amended (the "1933 Act"), the
                                                                 --------
Securities  Exchange  Act  of  1934  (the  "1934 Act"), the respective rules and
                                            --------
regulations  promulgated  thereunder (the "Rules and Regulations") or applicable
                                           ---------------------
"Blue  Sky"  laws  of  any  state  or  jurisdiction.

                    (v)     The  Placement  Agent  is  a  member of the National
Association  of  Securities  Dealers, Inc., and is a broker-dealer registered as
such under the 1934 Act and under the securities laws of the states in which the
Securities  will  be  offered or sold by the Placement Agent unless an exemption
for  such state registration is available to the Placement Agent.  The Placement
Agent is in material compliance with the rules and regulations applicable to the
Placement  Agent generally and applicable to the Placement Agent's participation
in  the  Offering.

          B.     Trading  Activities  and  Restrictions.  The  Placement  Agent
covenants that neither the Placement Agent, nor any entity managed or controlled
by  the  Placement Agent, nor any of their respective affiliates, will, or cause
or  assist  any  Person  to  enter  into or execute any "short sale" (including,
without  limitation,  as  such  term  is  defined  in  Rule  200  of  Regulation


                                        2
<PAGE>
SHO  promulgated  by  the  SEC  under  the  Securities  Exchange Act of 1934, as
amended)  with  respect  to  any  securities  of  the  Company  or  any  similar
transaction  with  similar  effect.

     4.   Representations  and  Warranties  of  the  Company.
          --------------------------------------------------

          A.     The Company represents and warrants, except as set forth in the
Schedule  of  Exceptions  delivered  in  connection  with  the  Standby  Equity
Distribution  Agreement,  as  follows:

                    (i)     The  Company  has  the requisite corporate power and
authority  to  enter into and perform each of the Transaction Documents to which
it  is  a  party,  in  accordance with the terms thereof, (ii) the execution and
delivery  of  each such Transaction Document by the Company and the consummation
by it of the transactions contemplated therein, have been duly authorized by the
Company's Board of Directors and no further consent or authorization is required
by  the  Company,  its  Board  of Directors or its stockholders, (iii) each such
Transaction  Document  has been duly executed and delivered by the Company, (iv)
assuming  the execution and delivery thereof and acceptance by the Investor each
such  Transaction  Document  and  any  related agreements constitute a valid and
binding  obligation of the Company enforceable against the Company in accordance
with  its  terms,  except  as  such  enforceability may be limited by applicable
bankruptcy,  securities  insolvency,  or  similar laws relating to, or affecting
generally,  the enforcement of creditors' rights and remedies or indemnification
or  by  other  equitable  principles  of  general  application.

                    (ii)     The  Company  has  a  duly  authorized,  issued and
outstanding  capitalization  as  set  forth  herein  and  in  the Standby Equity
Distribution Agreement.  All of such outstanding shares have been validly issued
and are fully paid and nonassessable.  Except as contemplated in the Transaction
Documents or disclosed in the SEC Documents, as of the date hereof, no shares of
Common Stock are subject to preemptive rights or any other similar rights or any
liens  or  encumbrances  suffered  or  permitted  by  the  Company.  Except  as
contemplated  in the Transaction Documents or as disclosed in the SEC Documents,
as  of  the  date hereof, (i) there are no outstanding options, warrants, scrip,
rights  to  subscribe  to,  calls  or  commitments  of  any character whatsoever
relating  to,  or  securities  or rights convertible into, any shares of capital
stock  of  the  Company  or  any of its subsidiaries, or contracts, commitments,
understandings  or  arrangements by which the Company or any of its subsidiaries
is  or  may  become  bound  to  issue  additional shares of capital stock of the
Company  or  any  of  its  subsidiaries  or  options, warrants, scrip, rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company  or  any  of  its  subsidiaries,  (ii)  there  are  no  outstanding debt
securities  (iii) there are no outstanding registration statements other than on
Form  S-8  and  (iv)  there  are  no  agreements or arrangements under which the
Company  or  any of its subsidiaries is obligated to register the sale of any of
their  securities  under  the  Securities  Act.

                    (iii)     The  Common  Stock to be issued in accordance with
this  Agreement  and  the  Standby  Equity Distribution Agreement have been duly
authorized  and, when issued and paid for in accordance with this Agreement, the
Standby  Equity  Distribution  Agreement  and  the  certificates/instruments
representing  such  Common  Stock  will  be  validly  issued,  fully-paid  and
non-assessable.


                                        3
<PAGE>
                    (iv)     Except  as  set  forth  in  the  SEC Documents, the
Company  has  good  and  marketable  title to its properties and material assets
owned by it, free and clear of any pledge, lien, security interest, encumbrance,
claim  or equitable interest other than such as are not material to the business
of  the  Company.  Any  real  property  and  facilities  held under lease by the
Company  and  its  subsidiaries  are  held  by  them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with  the use made and proposed to be made of such property and buildings by the
Company  and  its  subsidiaries.

                    (v)     Except  as  set forth in the SEC Documents, there is
no  action,  suit,  proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
against  or  affecting  the  Company,  the  Common Stock or any of the Company's
subsidiaries,  wherein  an  unfavorable decision, ruling or finding would have a
Material  Adverse  Effect.

                    (vi)     The  Company  is duly incorporated or organized and
validly  existing  in  the jurisdiction of its incorporation or organization and
has  all  requisite  corporate  power  to own its properties and to carry on its
business  as  now  being conducted.  Each of the Company and its subsidiaries is
duly  qualified  as a foreign corporation to do business and is in good standing
in  every jurisdiction in which the nature of the business conducted by it makes
such  qualification  necessary,  except  to the extent that the failure to be so
qualified or be in good standing would not have a Material Adverse Effect on the
Company  and  its  subsidiaries  taken  as  a  whole.

                    (vii)     Except  as set forth in the SEC Documents, neither
the  Company nor any of its subsidiaries is subject to any charter, corporate or
other  legal  restriction,  or  any  judgment, decree, order, rule or regulation
which in the judgment of the Company's officers has or is expected in the future
to  have  a  Material  Adverse  Effect  on the business, properties, operations,
financial  condition,  results  of operations or prospects of the Company or its
subsidiaries.  Except as set forth in the SEC Documents, neither the Company nor
any  of its subsidiaries is in breach of any contract or agreement which breach,
in the judgment of the Company's officers, has or is expected to have a Material
Adverse  Effect  on  the  business, properties, operations, financial condition,
results of operations or prospects of the Company or its subsidiaries.

                    (viii)     Since  January 1, 2003, the Company has filed all
reports  required  to  be  filed by it with the SEC under the Exchange Act.  The
Company  has  made  available  to  the Placement Agent and the investors and its
representatives  through  the  SEC's  website  at  http://www.sec.gov,  true and
complete  copies  of  the  SEC  Documents.  As of their respective dates, to the
Company's Knowledge the Financial Statements complied as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations  of  the  SEC with respect thereto.  To the Company's Knowledge such
financial  statements  have  been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved (except
(i)  as  may  be  otherwise  indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may  exclude  footnotes  or  may be condensed or summary statements) and, fairly
present in all material respects the financial position of the Company as of the
dates  thereof  and the results of its operations and cash flows for the periods
then  ended  (subject,  in  the  case  of


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<PAGE>
unaudited  statements,  to  normal  year-end  audit  adjustments).  No  other
information provided by or on behalf of the Company to the Investor which is not
included  in the SEC Documents contains any untrue statement of a material fact.

                    (ix)     There are no claims for services in the nature of a
finder's  or origination fee with respect to the sale of the Common Stock or any
other  arrangements,  agreements or understandings that may affect the Placement
Agent's  compensation,  as  determined by the National Association of Securities
Dealers,  Inc.

                    (x)     The  Company  and  its  subsidiaries  own or possess
adequate rights or licenses to use all material trademarks, trade names, service
marks,  service  mark  registrations,  service  names,  patents,  patent rights,
copyrights,  inventions, licenses, approvals, governmental authorizations, trade
secrets  and  rights  necessary  to  conduct  their respective businesses as now
conducted.   Except  as set forth in the Schedule of Exceptions, the Company and
its subsidiaries do not have any Knowledge of any infringement by the Company or
its  subsidiaries  of  trademark,  trade  name  rights,  patents, patent rights,
copyrights,  inventions,  licenses,  service  names, service marks, service mark
registrations,  trade  secret  or  other  similar  rights of others, and, to the
Knowledge  of the Company, there is no claim, action or proceeding being made or
brought  against,  or  to the Company's Knowledge, being threatened against, the
Company  or  its  subsidiaries  regarding trademark, trade name, patents, patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark  registrations, trade secret or other infringement; and the Company and its
subsidiaries  are unaware of any facts or circumstances which might give rise to
any  of  the  foregoing.

                    (xi)     Subject  to  the performance by the Placement Agent
of  its  obligations hereunder and subject to the representations and warranties
of  the  investors  in  the  Offering, the offer and sale of the Securities will
comply, in all material respects with the requirements of Rule 506 of Regulation
D  promulgated  by  the  SEC  pursuant  to the 1933 Act and any other applicable
federal  and  state  laws, rules, regulations and executive orders.  Neither the
Offering  Materials  nor  any  amendment or supplement thereto nor any documents
prepared  by  the  Company  in  connection  with the Offering contain any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

                    (xii)     Except  as  disclosed  in  the  SEC Documents, the
Company  and  each  of  its subsidiaries has made or filed all federal and state
income  and  all  other  tax  returns,  reports and declarations required by any
jurisdiction  to which it is subject and (unless and only to the extent that the
Company  and  each  of  its  subsidiaries  has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all  taxes  and  other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except  those  being  contested  in  good  faith  and has set aside on its books
provision  reasonably  adequate  for  the  payment  of  all  taxes  for  periods
subsequent  to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority  of any jurisdiction, and the officers of the Company know of no basis
for  any  such  claim.


                                        5
<PAGE>
                    (xiii)     Except  as set forth in the SEC Documents none of
the officers, directors, or employees of the Company is presently a party to any
transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of  services to or by, providing for rental of real or personal
property  to  or  from,  or otherwise requiring payments to or from any officer,
director  or such employee or, to the Knowledge of the Company, any corporation,
partnership,  trust  or other entity in which any officer, director, or any such
employee  has  a  substantial  interest  or  is an officer, director, trustee or
partner.

     5.   Certain  Covenants  and  Agreements  of  the  Company.
          -----------------------------------------------------

     The  Company covenants and agrees at its expense and without any expense to
the  Placement  Agent,  as  follows:

          A.     To advise the Placement Agent of any material adverse change in
the  Company's  financial condition, prospects or business or of any development
materially affecting the Company, or rendering untrue or misleading any material
statement in the Offering Materials at the time such statement was made, as soon
as the Company is either informed or becomes aware thereof.

          B.     To  use its commercially reasonable efforts to cause the Common
Stock  issuable  in connection with the Standby Equity Distribution Agreement to
be qualified or registered for sale on terms consistent with those stated in the
Registration  Rights  Agreement  and  under  the  securities  laws  of  such
jurisdictions  as  the  Placement  Agent  shall  reasonably  request.

          C.     Upon  written  request,  to provide and continue to provide the
Placement  Agent copies of all quarterly financial statements and audited annual
financial  statements  prepared  by  or  on behalf of the Company, other reports
prepared  by or on behalf of the Company for public disclosure and all documents
delivered  to  the  Company's  stockholders.

          D.     To  comply  with  the  terms  of  the  Offering  Materials.

          E.     Upon the effectiveness of a registration statement covering the
Securities,  the  Company  shall  include  the  Placement  Agent  as  a  selling
shareholder  on  any  opinion  provided  to  the  Transfer  Agent.

          F.     At  or  prior  to  the  Closing,  the  Company  shall have been
furnished  such  documents and certificates as it may reasonably require for the
purpose  of  enabling  the  Placement  Agent  to review or pass upon the matters
referred  to  in  this  Agreement  and  the  Offering  Materials, or in order to
evidence  the  accuracy,  completeness  or  satisfaction  of  any  of  the
representations,  warranties  or  conditions  herein  contained.

     6.   Indemnification  and  Limitation  of  Liability.
          -----------------------------------------------

          A.     In  consideration  of  the  Placement  Agent's  execution  and
delivery  of  this  Agreement,  the Company shall defend, protect, indemnify and
hold harmless the Placement Agent, and all of its officers, directors, partners,
employees  and  agents  (including,  without  limitation,  those  retained  in
connection  with  the  transactions  contemplated  by  this  Agreement)


                                        6
<PAGE>
(collectively,  the  "Placement Agent Indemnitees") from and against any and all
                      ---------------------------
actions,  causes  of  action,  suits,  claims,  losses,  costs, penalties, fees,
liabilities  and  damages, and expenses in connection therewith (irrespective of
whether  any  such Placement Agent Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the  "Indemnified  Liabilities"), incurred by the Placement
                           ------------------------
Agent  Indemnitees or any of them as a result of, or arising out of, or relating
to  (a)  any material misrepresentation or breach of any material representation
or  warranty made by the Company in this Agreement or the Transaction Documents,
(b)  any material breach of any covenant, agreement or obligation of the Company
contained  in the this Agreement and Transaction Documents other than any breach
resulting  from  any  action  or  inaction  on  the  part of any Placement Agent
Indemnitee,  or  (c)  any cause of action, suit or claim brought or made against
such  Placement Agent Indemnitee not arising out of any action or inaction of an
Placement  Agent Indemnitee, and arising out of or resulting from the execution,
delivery,  performance  or enforcement of this Agreement by any of the Placement
Agent  Indemnitees;  provided,  that  (i)  to  the  extent  that  the  foregoing
undertaking  by  the  Company  may  be unenforceable for any reason, the Company
shall  make  the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities, which is permissible under applicable law, and (ii)
the  Company's  liability  for  any and all such indemnification or contribution
obligations  shall  not  exceed the compensation received by the Placement Agent
pursuant  to  Section  2  hereof.

          B.     In  consideration  of  the  Company's execution and delivery of
this  Agreement  and  the Transaction Documents to which the Company is a party,
the  Placement  Agent  shall  defend,  protect,  indemnify and hold harmless the
Company  and  all of its officers, directors, shareholders, employees and agents
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "Company
                                                                        -------
Indemnitees")  from  and against any and all Indemnified Liabilities incurred by
-----------
the  Company  Indemnitees  or  any of them as a result of, or arising out of, or
relating  to  (a)  any  misrepresentation  or  breach  of  any representation or
warranty  made  by  the Placement Agent in this Agreement, (b) any breach of any
covenant,  agreement  or  obligation  of  the  Placement Agent contained in this
Agreement,  or  (c)  any  cause of action, suit or claim brought or made against
such  Company Indemnitee based on omissions or misrepresentations made or caused
by  any  Placement  Agent  Indemnitee  or due to a breach by any Placement Agent
Indemnitee  and  arising  out  of  or  resulting  from  the execution, delivery,
performance  or enforcement of the Transaction Documents to which the Company is
a  party  (including  without  limitation  any  false  or misleading information
provided  to  the  Company  in  writing  by  any  Placement  Agent  Indemnitee
specifically  for  inclusion in the Offering Materials).  To the extent that the
foregoing  undertaking  by  the  Placement  Agent  may  be unenforceable for any
reason,  the  Placement Agent shall make the maximum contribution to the payment
and  satisfaction  of  each of the Indemnified Liabilities, which is permissible
under  applicable  law.

          C.     The  obligations of the parties to indemnify under this Section
6  shall  survive  termination.

          D.     Notwithstanding  anything to the contrary contained herein, the
aggregate  liability  of  the  Placement  Agent  and  each  officer,  director,
shareholder,  employee  or representative of the Placement Agent and each person
controlling,  controlled  by  or  under  common control with the Placement Agent
within  the  meaning  of  Section  15  of  the  1933  Act  or


                                        7
<PAGE>
Section  20  of  the  1934 Act or the Rules and Regulations shall not exceed the
compensation received by the Placement Agent pursuant to Section 2 hereof.  This
limitation  of  liability shall apply regardless of the cause of action, whether
contract,  tort (including, without limitation, negligence) or breach of statute
or  any  other  legal  or  equitable  obligation.

     7.   Payment  of  Expenses.
          ---------------------

     The  Company  hereby  agrees to bear all of the expenses in connection with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to  the  transmission  of Offering Materials, registrar and transfer agent fees,
escrow  agent  fees and expenses, fees of the Company's counsel and accountants,
issue  and  transfer  taxes,  if  any.

     8.     Termination.
            -----------

     This  Agreement  shall  terminate  upon  the  expiration  of the Commitment
Period.

     9.     Miscellaneous.
            -------------

          A.     This  Agreement  may be executed in any number of counterparts,
each  of  which shall be deemed to be an original, but all which shall be deemed
to  be  one  and  the  same  instrument.

          B.     Any notice required or permitted to be given hereunder shall be
given  in  writing  and  shall  be deemed effective when deposited in the United
States  mail, postage prepaid, or when received if personally delivered or faxed
(upon  confirmation  of  receipt  received  by  the sending party), addressed as
follows  to  such other address of which written notice is given to the others):

If to Placement Agent, to:         Monitor Capital, Inc.
                                   9171 Towne Centre Drive, Suite 465
                                   San Diego, CA 92122
                                   Attention:   Hsiao-Wen Kao
                                   Telephone:   (858) 546-8007
                                   Facsimile:   (858) 546-8756

If to the Company, to:             Zann Corp.
                                   1549 N. Leroy Street, Suite D-200
                                   Fenton, MI 48430
                                   Attention:   Robert Simpson
                                   Telephone:   (810) 714-2978
                                   Facsimile:   (810) 714-3524


                                        8
<PAGE>
With a copy to:                    Wilson Sonsini Goodrich & Rosati
                                   12235 El Camino Real, Suite 200
                                   San Diego, CA 92130
                                   Martin Waters, Esq.
                                   Telephone:   858-350-2300
                                   Facsimile:   858-350-2399

          C.     This  Agreement  shall  be  governed  by  and  construed in all
respects  under  the  laws  of the State of New Jersey, without reference to its
conflict  of  laws  rules  or  principles.  Any  suit,  action,  proceeding  or
litigation  arising  out  of  or relating to this Agreement shall be brought and
prosecuted  in such federal or state court or courts located within the State of
New  Jersey  as  provided  by  law.  The  parties  hereby  irrevocably  and
unconditionally consent to the jurisdiction of each such court or courts located
within  the  State  of  New  Jersey  and  to service of process by registered or
certified  mail,  return  receipt  requested, or by any other manner provided by
applicable  law,  and  hereby irrevocably and unconditionally waive any right to
claim  that  any  suit,  action,  proceeding or litigation so commenced has been
commenced  in  an  inconvenient  forum.

          D.     This  Agreement  and  the  other  agreements  referenced herein
contain  the  entire  understanding  between  the  parties hereto and may not be
modified  or  amended  except by a writing duly signed by the party against whom
enforcement  of  the  modification  or  amendment  is  sought.

          E.     If  any provision of this Agreement shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision  of  this  Agreement.

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                                        9
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Placement Agent
Agreement  as  of  the  date  first  written  above.


                                        ZANN CORP.

                                        By:
                                           -------------------------------------
                                        Name:   Robert Simpson
                                        Title:  President



                                        MONITOR CAPITAL, INC.

                                        By:
                                           -------------------------------------
                                        Name:   Hsiao-Wen Kao
                                        Title:  President


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