EX 10.5


     

    
      	
              IndiGo
                Securities, LLC

              780
                Third Avenue, 23rd
                Floor

              New
                York, New York 10017

              Tel:
                (212) 972-0900

              Fax:
                (212) 298-9933

            	
              Axiom
                Capital Management, Inc.

              780
                Third Avenue, 43rd
                Floor

              New
                York, New York 10017

              Tel:
                (212) 521-3800

              Fax:
                (212) 521-3888

            


    

    


    


    May
      1,
      2007

    Sent
      Via Email Only

    


    Michael
      Karpheden

    Chief
      Financial Officer

    Celsia
      Technologies, Inc.

    1395
      Brickell Avenue

    Suite
      800

    Miami,
      FL 33131

    


    Dear
      Michael:

    


    The
      undersigned, Celsia Technologies, Inc. (the “Company”),
      hereby agrees with Indigo
      Securities, Inc. (“Indigo”)
      and
Axiom
      Capital
      Management, Inc. (“Axiom”;
      together with Indigo, the “Co-Placement
      Agents”)
      as
      follows:

    


    1.
      Engagement;
      Offering

    


    A. The
      Company hereby engages the Co-Placement
      Agents to
      act as
      its exclusive
      agents
      in connection with (i) the sale by the Company (the “Offering”)
      of
a
      minimum
      of $4,000,000 (the “Minimum
      Amount”)
      and a
      maximum of $8,500,000
      (the “Maximum
      Amount”),
      of
      the Company’s Convertible Secured Notes (the “Notes”)
      to be
      offered together with warrants to purchase Common Stock (the “Warrants”,
      together with the Notes, the “Securities”),
      which
      will be offered on terms which will be mutually agreed between the Company
      and
      the Co-Placement Agents. The Offering shall be conducted as a private placement
      to be made pursuant to the exemption afforded by Section 4 (2) of the Securities
      Act of 1933, as amended (the “Act”)
      and
      Rule 506 of Regulation D promulgated thereunder, as well as applicable state
      laws. 

    


    B.
       The
      closings will be held at the Company’s offices, or the offices of counsel to the
      Company, or as otherwise agreed by the parties, where the proceeds of such
      accepted offers will be delivered to the Company or the Co-Placement Agents
      against delivery by the Company of certificates and/or instruments representing
      the Securities, for delivery to the purchasers, and payment to the Co-Placement
      Agents of its expenses and other compensation due hereunder including, without
      limitation, legal fees of the Co-Placement Agents’ counsel including
      disbursements, provided,
      however, that the combined legal fees and expenses incurred by the Co-Placement
      Agents to be paid by the Company shall not be higher than $20,000. Any legal
      fees and expenses above this level have to be pre approved by the Company in
      order to be


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    reimbursed.
      Such approval shall not be unreasonably withheld. After the initial closing,
      additional closings will take place at such reasonable times as specified by
      the
      Company and the Co-Placement Agents.

    


    C. The
      Offering shall terminate on the earlier of: (i) the date on which the
      Company terminates the Offering, (ii) the date on which all
      of
      the
      Securities have been sold; or (iii) May
      15,
      2007 unless extended for an additional period of up to 45 days by agreement
      of
      the Company and the Co-Placement Agents (the “Offering
      Period”). 

    


    2.
      Subscriptions
      and Disbursements of Proceeds

    


    A. During
      the Offering Period, the Securities will be offered by the Company, with the
      assistance of the Co-Placement Agents. Copies of the investment documents (the
      “Investment
      Documents”)
      shall
      be delivered to each potential investor by the Co-Placement Agents. The
      Securities will be sold only to Accredited Investors as that term is defined
      in
      Regulation D of the Act.

    


    B. The
      Co-Placement Agents shall only be obligated to assist the Company with the
      sale
      of Securities on a “best efforts” basis. The Securities may only be offered in
      jurisdictions in which the Co-Placement Agents are duly licensed and authorized
      to conduct business as broker/dealer in securities.

    


    C. The
      Company
reserves
      the right to reject any subscriber in its
      sole
      discretion.

    


    D. The
      Company and the Co-Placement Agents may have multiple closings, as they may
      agree.

    


    E. All
      funds
      of subscribers introduced by the Co-Placement Agents shall be placed in a
      non-interest bearing bank escrow account subject to the terms of an escrow
      agreement, acceptable to the Co-Placement Agents, with HSBC
      Bank
      USA, National Association
      (the
“Escrow
      Agent”)
      to
      comply with Rule 15c2-4 of the Securities Exchange Act of 1934 (the
“Exchange
      Act”).
      

    


    F. The
      Investor Documents have been prepared to comply with the requirements of Section
      4(2) of the Act and with Regulation D thereunder, all in form and substance
      to
      the
      reasonable
      satisfaction of the Company and the Co-Placement Agents. 

    


    3.
      Further
      Agreements of the Company

    


    The
      Company agrees, at its expense and without any expense to the Co-Placement
      Agents, as follows:

    


    A. As
      soon
      as the Company is either informed or becomes aware of any event occurring at
      any
      time prior to the Closing Date which will make the Investment Documents,
      including any amendments or supplements thereto, contain an untrue statement
      of
      a material fact or would omit to state any material fact necessary to make
      the
      statements therein, in light of the


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    circumstances
      under which they were made, not misleading, or if for any other reason it shall
      be necessary to amend or supplement the Investor Documents, the Company will
      promptly advise the Co-Placement Agents.

    


    B. To
      provide the Co-Placement Agents with a copy of all documents, reports and
      information as may be reasonably requested by the Co-Placement Agents in
      connection with the Investor Documents, or the Company’s business plans or
      prospects. 

    


    C. To
      provide the Co-Placement Agents with a copy of a list of stockholders, as
      requested.

    


    D. To
      provide the Co-Placement Agents with as many copies of the Investor Documents
      as
      the Co-Placement Agents may reasonably request.

    


    4.
      Commissions,
      Warrants, Agreements and Expenses

     

    A.
       Cash
      Fee.
      At each
      closing, the Co-Placement Agents collectively will
      receive an aggregate cash fee (the “Cash
      Fee”)
      equal
      to eight percent (8%) of any principal amount of any Notes raised by the
      Co-Placement Agents in connection with any Securities sold by the Company in
      the
      Offering to financial investors, provided however that the Cash Fee shall be
      seven percent (7%) of any principal amount of any Notes raised by the
      Co-Placement Agents from any of the investors on Exhibit I to this
      Agreement.

     

    B. Agent
      Warrants.
      At the
      final Closing of the Offering, the Company shall deliver to the Co-Placement
      Agents Placement Agent warrants (the “PA
      Warrants”)
      granting the Co-Placement Agents collectively the right to purchase a number
      of
      shares of the Company’s Common Stock
      equal to
      the Cash Fee divided by the initial conversion price of the Shares. The
      Placement Agent Warrants shall have the same terms as the Warrants, except
      as
      set forth herein. The Co-Placement Agents Warrants shall be transferable by
      the
      Co-Placement Agents only to its officers, directors, shareholders and employees.
      The Co-Placement Agents Warrants shall include a “cashless exercise” provision.
      Upon initial Closing of the Offering, the Company shall extend the expiration
      dates of the warrants issued to the Placement Agents in conjunction with the
      Company’s Series A and Series B financing to the same date as the PA Warrants
      issued under this agreement, and reduce the exercise price of those warrants
      to
      the initial conversion price of the Warrants; in return, the Placement Agents
      agree to waive the antidilution provisions in those warrants which would
      increase the number of shares for which they may be exercised.

     

    C. The
      Company hereby agrees to bear all of its own expenses
      in connection with the Offering, including, but not limited to, the following:
      filing fees, bank escrow fees, printing and duplicating costs, advertisements,
      postage and mailing expenses with respect to the transmission of offering
      material, informational meeting costs, registrar and transfer agent fees, the
      Company’s counsel and accounting fees, issue and transfer taxes,
      if any,
      and any Blue Sky counsel fees.
      In this
      connection, Blue Sky applications for registration of Securities or exemption
      therefrom shall be made in such states and jurisdictions as shall be reasonably
      requested by the Co-Placement Agents provided that such states and jurisdictions
      do not require the Company to qualify as a foreign corporation or to file a
      general consent to service of process. 


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    D.
       In
      addition to any fees payable to the Co-Placement Agents hereunder and regardless
      of whether an Offering is consummated, the Company hereby agrees to reimburse
      the Co-Placement Agents, within ten (10) days after written request therefor,
      all reasonable travel and other out-of-pocket expenses incurred in connection
      with the engagement of the Co-Placement Agent, including, but not limited to,
      the reasonable fees and expenses of Co-Placement Agents’ counsel; provided,
      that,
      such
      expenses shall not exceed $20,000 without the prior written consent of the
      Company (the “Fee
      Cap”).
      Such
      Fee Cap is based on an agreement by the Parties that counsel to the Co-Placement
      Agents will be responsible for legal due diligence and document review only
      and
      that counsel to the Company will be solely responsible for drafting all
      transaction documents to be used in connection with the Offering and the
      distribution of securities and closing sets in connection with the Offering.
      In
      addition, such Fee Cap shall not apply to any reasonable post-Closing legal
      fees
      and expenses incurred by the Co-Placement Agent or its counsel in connection
      with the Offering, however such post-closing legal fees and expenses shall
      not
      be incurred by the Co-Placement Agents without the prior written consent of
      the
      Company.

    


    E. The
      Co-Placement Agents, its affiliates and sub-agents shall have the right to
      purchase Securities in the Offering net of cash commissions payable to the
      Co-Placement Agents hereunder and the Co-Placement Agents shall receive its
      pro
      rata share of the Agent Warrants in connection with any such investment;
      provided that (i) the Company’s issuance of such Agent Warrants will be the same
      as and have the same economic effect to the Company as if the such Securities
      were purchased by a third party investor, and (ii) the purchase of such
      Securities by the Co-Placement Agents, its affiliates and sub-agents will not
      cause the Company to exceed its Maximum Amount.

    


    F. The
      Company will furnish at its expense such quantities of the Investor Documents
      and instruments as the Co-Placement Agents may reasonably request. In addition,
      the Company will pay for all Blue Sky filing fees. All required Blue Sky filings
      and federal securities law filings shall be prepared by counsel to the Company.
      

    


    G. If,
      at
      any time up to and including the final closing of a sale of Securities, or
      the
      termination of this Agreement by the Company (whichever is earlier), or within
      the six (6) month period after the termination of the Offering Period, the
      Company or any of its affiliates conducts a private placement of securities
      to any
      investor whom the Co-Placement Agents introduced to the Company during the
      Offering Period, the Company will pay the Co-Placement Agents the Section 4.A.
      Cash Fee and Agent Warrant with respect to such sale, calculated in accordance
      with the preceding paragraphs 4.A. and B.

    


    H. If,
      at
      any time during the Offering or within the eighteen (18) month period after
      the
      final closing of the Offering, the Company or any of its affiliates determines
      to raise funds by means of an offering of debt or equity securities using a
      placement agent, the Co-Placement Agents shall have the right of first refusal
      to act as the placement agent on the same terms and conditions offered in
      writing to the Company by a third party. The terms of any such additional
      engagements will be set forth in separate agreements containing terms and
      conditions to be mutually agreed upon between the Company and the Co-Placement
      Agents.


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    


    5.
      Representations,
      Warranties and Covenants of the Co-Placement Agents.
      Each of
      the Co-Placement Agents represents as follows:

    


    A. The
      Co-Placement Agent has the necessary corporate power and authority to enter
      into
      this Agreement and to consummate the transactions contemplated
      hereby.

    


    B. The
      execution and delivery by the Co-Placement Agent of this Agreement and the
      consummation of the transactions herein contemplated will not result in any
      violation of, or be in conflict with, or constitute a default under, any
      material agreement or instrument to which the Co-Placement Agent is a party
      or
      by which the Co-Placement Agent or its properties are bound or any judgment,
      decree, order or, to the Co-Placement Agent’s knowledge, any material statute,
      rule or regulation applicable to the Co-Placement Agent.

    


    C. The
      information contained in the Investor Documents relating to the Co-Placement
      Agent is complete and correct and does not contain any untrue statement of
      material fact or omit to state a material fact necessary to make the statements
      thereto, in light of the circumstances under which they were made, not
      misleading.

    


    D. The
      Co-Placement Agent will deliver, or will obtain the agreement of selected
      dealers (approved by the Company) that they will deliver,
      to each
      purchaser, prior to any submission by such persons of a written offer to
      purchase any Securities, a copy of the Investor Documents, as they may have
      been
      most recently amended or supplemented by the Company.

    


    E. Upon
      receipt of executed Investor Documents and the payments representing
      subscriptions for Securities, the Co-Placement Agent will promptly forward
      copies of the Investor Documents to the Company and shall forward all payments
      for such Securities to the Escrow Agent.

    


    F. The
      Co-Placement Agents will not deliver the Investor Documents to, or accept the
      Investor Documents or payment for the Securities from, any person it does not
      reasonably believe to be an Accredited Investor as defined in Regulation
      D.

    


    G. The
      Co-Placement Agent will not take any action which would cause the Offering
      to
      violate the provisions of Regulation D or the Act, including engaging in any
      general solicitation or advertising.

    


    H. The
      Co-Placement Agent shall have no obligation to ensure that (a) any check, note,
      draft or other means of payment for any Securities will be honored, paid or
      enforceable against the subscriber in accordance with its terms or (b) subject
      to the performance of the Co-Placement Agent’s obligations and the accuracy of
      the Co-Placement Agent’s representations and warranties hereunder, the Offering
      is exempt from the registration requirements of the Act or any applicable state
      or foreign “blue sky” law.


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    I. Nothing
      contained herein shall be deemed to constitute a representation or warranty
      by
      the Co-Placement Agent with respect to the Company’s compliance with the
      provisions of Regulation D or the Act.

    


    J. The
      Co-Placement Agent is a member of the National Association of Securities
      Dealers, Inc. (the “NASD”)
      and is
      duly permitted under NASD rules and regulations to act in its recited capacity
      herein.

     

    K. Intentionally
      omitted.

    


    L.
       The
      Co-Placement Agent shall be qualified and authorized to do business as a
      broker/dealer in all states in which it offers Securities unless an exemption
      from qualification is otherwise available. The Co-Placement Agent shall keep
      the
      Company informed on a timely basis of all states in which the Co-Placement
      Agent
      intends to offer the Securities.

    


    6.
      Representations,
      Warranties and Covenants of the Company

    


    A. All
      representations, warranties and covenants of the Company set forth in the
      Investor Documents are expressly incorporated by reference herein. 

    


      B. The
      Company represents, warrants and covenants that this Agreement has been duly
      and
      validly authorized by the Company and is a valid and binding agreement of the
      Company, enforceable in accordance with its terms.

    


    7.
      Intentionally
      Deleted.

    


    8.
      Indemnification

    


    A. The
      Company agrees to indemnify and hold harmless the Co-Placement Agents, its
      employees, sub-agents and representatives and each person who controls the
      Co-Placement Agents within the meaning of Section 15 of the Act against any
      and
      all losses, claims, damages or liabilities, joint or several, to which they
      or
      any of them
      become
      subject under the Act or
      any
      other statute or at common law (a
      “Loss”)
      in
      connection with the performance of its duties described herein and to reimburse
      persons indemnified as above for any legal or other expense (including the
      cost
      of any investigation and preparation) incurred by them in connection with any
      litigation whether or not resulting in any liability, provided, however, that
      the indemnity agreement contained in this Section 8.A. shall not apply to
      amounts paid in settlement of any such litigation if such settlement is effected
      without the consent of the Company, which
      shall not be unreasonably withheld
      nor
      shall it apply to the Co-Placement Agents or any person controlling the
      Co-Placement Agents in respect of any such losses, claims, damages, or
      liabilities arising out of, or based upon, any such untrue statement or alleged
      untrue statement, or any such omission or alleged omission concerning the
      Co-Placement Agents for use in the Investor Documents, if such statement or
      omission was made in reliance upon information furnished in writing by the
      Co-Placement Agents to the Company specifically for use in the Investor
      Documents. The Co-Placement Agents agree within ten (10) days after the receipt
      by it of written notice of the commencement of any action against it or against
      any person controlling it


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    as
      aforesaid, in respect of which indemnity may be sought from the Company on
      account of the indemnity agreement contained in this Section 8.A., to notify
      the
      Company in writing of the commencement thereof, provided, however, that the
      omission to so notify the Company shall not relieve the Company from any
      liability which the Company may have to such Co-Placement Agents or any such
      person or otherwise, except to the extent that its ability to defend is actually
      impaired or otherwise prejudiced by such failure or delay. In case any such
      action shall be brought against the Co-Placement Agents or any such controlling
      person and the Co-Placement Agents shall notify the Company of the commencement
      thereof, the Company shall be entitled to participate in (and, to the extent
      that it shall wish, to direct) the defense thereof at its own expense but such
      defense shall be conducted by counsel of recognized standing and reasonably
      satisfactory to the Co-Placement Agents or such controlling person or persons,
      defendant or defendants in the litigation; provided, that the Company shall
      not
      be required to pay for more than one firm of counsel for all indemnified
      parties, which firm shall be designated by the Co-Placement Agents. The Company
      agrees to notify the Co-Placement Agents in writing promptly of the commencement
      of any litigation or proceeding against it or in connection with the issue
      and
      sale of any of its securities and to furnish to the Co-Placement Agents, at
      its
      request, copies of all pleadings therein and permit the Co-Placement Agents
      to
      be an observer therein and apprise the Co-Placement Agents of all developments
      therein, all at the Company’s expense. 

    


    B. The
      Co-Placement Agents agree, in the same manner and to the same extent as set
      forth in Section 8.A. of this Agreement, to indemnify and hold harmless the
      Company and each person, if any, who controls the Company within the meaning
      of
      Section 15 of the Act, with respect to any Loss
      to
      which they or any one of them become subject in connection with (i) any
such
      untrue statement or alleged untrue statement, or any such omission or alleged
      omission concerning the Co-Placement Agents for use in the Investor Documents,
      if such statement or omission was made in reliance upon information furnished
      in
      writing by the Co-Placement Agents to the Company specifically for use in the
      Investor Documents
      and (ii)
      any such acts or failures to act undertaken or omitted to be taken by such
      Co-Placement Agent through its gross negligence, bad faith or willful
      misconduct.
      The
      Co-Placement Agents shall not be liable for amounts paid in settlement of any
      such litigation if such settlement was effected without its consent,
      which
      shall not be unreasonably withheld.
      In case
      of commencement of any action, in respect of which indemnity may be sought
      from
      the Co-Placement Agents on account of the indemnity agreement contained in
      this
      Section 8.B., each person agreed to be indemnified by the Co-Placement Agents
      shall have the same obligation to notify the Co-Placement Agents as the
      Co-Placement Agents has toward the Company in Section 8.A. of this Agreement,
      subject to the same loss of indemnity in the event such notice is not given,
      and
      the Co-Placement Agents shall have the same right to participate in (and to
      the
      extent that it shall wish, to direct) the defense of such action at its own
      expense, but such defense shall be conducted by one firm of counsel of
      recognized standing and satisfactory to the Company.

    


    C. The
      respective indemnity agreements between the Co-Placement Agents and the Company
      contained in Sections 8.A. and 8.B. of this Agreement, and
      the
      representations and warranties of the Company set forth elsewhere in this
      Agreement, shall
      remain operative and in full force and effect, regardless of any investigation
      made by or on behalf of the Co-Placement Agents or by or on behalf of any
      controlling person of the Co-Placement Agents or the Company or
      by any
      controlling person of the Company, shall survive the delivery of the Securities.
      Any


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    successor
      of the Company and the Co-Placement Agents or of any controlling person of
      the
Co-Placement
      Agents or
      the
      Company,
      as the
      case may be, shall be entitled to the benefits of the respective indemnity
      agreements.

    


    D. To
      provide for just and equitable contribution under the Act in any case in which
      (i) any person entitled to indemnification under this Section 8 makes claim
      for
      indemnification pursuant hereto but it is judicially determined (by the entry
      of
      a final judgment or decree by a court of competent jurisdiction and the
      expiration of time to appeal or the denial of the last right of appeal) that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 8 provides for indemnification in such case, or (ii)
      contribution under the Act may be required on the part of any such person in
      circumstances for which indemnification is provided under this Section 8, then,
      and in each such case, the Company and the Co-Placement Agents shall contribute
      to the aggregate losses, claims, damages or liabilities to which they may be
      subject (after any contribution from others) in such proportions as
      is
      appropriate to reflect the relative fault in connection with the matter as
      to
      which contribution is to be made;
      provided, that, in any such case, no person guilty of a fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation.

    


    E. Within
      ten days after receipt by any party to this Agreement of notice of the
      commencement of any action, suit or proceeding, such party will, if a claim
      for
      contribution in respect thereof is to be made against another party (the
“contributing party”), notify the contributing party, in writing, of the
      commencement thereof, but the omission so to notify the contributing party
      will
      not relieve it from any liability which it may have to any other party other
      than for contribution hereunder. In case any such action, suit or proceeding
      is
      brought against any party, and such party so notifies a contributing party
      or
      his or its Co-Placement Agents of the commencement thereof within the aforesaid
      ten days, the contributing party will be entitled to participate therein with
      the notifying party and any other contributing party similarly notified. Any
      such contributing party shall not be liable to any party seeking contribution
      on
      account of any settlement of any claim, action or proceeding effected by such
      party seeking contribution without the written consent of such contributing
      party. The contribution provisions contained in Section 8 are in addition to
      any
      other rights or remedies which either party hereto may have with respect to
      the
      other or hereunder.

     

    9.
      Termination

    


    The
      Company may terminate the Offering in its sole discretion prior to any closing
      hereunder. In the event that the Company determines to terminate the
      Offering,
      the
      Company shall immediately pay to the Co-Placement Agents any legal fees and
      expenses incurred
      under
      this Agreement, provided that, in the case of investments in the Company made
      subsequent to the termination of this Agreement, the fees described in Sections
      4.A. and
      4.B.
      above shall only apply with respect to investors introduced to the Company
      by
      the Co-Placement
      Agents.


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    10.
      Miscellaneous

     

    A. All
      covenants, warranties and representations herein contained shall survive
      the final closing date, and any investigation made by the party relying upon
      such warranty and/or representation.

    


    B. 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.

    


    C. Any
      notice required or permitted to be given hereunder shall be given in writing
      and
      shall be deemed effective when either deposited in the United States mail,
      registered return receipt requested, when received if personally delivered,
      or
      when sent by overnight courier, addressed as follows:

    


    To
      the
      Co-Placement Agents: 

    


    Axiom
      Capital Management, Inc.

    780
      Third
      Avenue - 43rd
      Floor

    New
      York,
      NY 10017

    Attention:
      Mark Martino

     

    Indigo
      Securities, LLC

    780
      Third
      Avenue - 23rd
      Floor

    New
      York,
      NY 10017

    Attention:
      Eric Brachfeld

    


    With
      a
      copy to:

    Wollmuth
      Maher & Deutsch LLP

    500
      Fifth
      Avenue

    New
      York,
      NY 10110

    


    


    To
      the
      Company:

    Celsia
      Technologies, Inc.

    1395
      Brickell Avenue

    Suite
      800

    Miami,
      FL 33131

    


    or
      to
      such other address of which written notice is given to the other
      party.

    


    D. This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York without giving effect to conflicts of laws.

     

    E. The
      parties hereto irrevocably submit to the jurisdiction of any State or Federal
      Court sitting in the State of New York, County of New York, over any suit,
      action, or proceeding arising out of or relating to this Agreement. Each
      party hereto irrevocably waives, to the fullest extent permitted by law, any
      objection which it may now or hereafter have to the laying of the venue of
      any
      such suit, action, or proceeding brought in such a court and any claim that
      suit, action, or proceeding has been brought in an inconvenient forum. Each
      party hereto agrees that


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    the
      service of process upon it mailed by certified or registered mail, postage
      prepaid and return receipt requested (and service so made shall be deemed
      complete three days after the same has been posted as aforesaid) or by personal
      service shall be deemed in every respect effective service of process upon
      it in
      any such suit or proceeding. Nothing herein shall affect a party's right to
      serve process in any other manner permitted by law. Each party agrees that
      a
      final non-appealable judgment in any such suit or proceeding shall be conclusive
      and may be enforced in other jurisdictions by suit on such judgment or in any
      other lawful manner.

     

    F. This
      Agreement contains the entire understanding between the parties hereto with
      respect to the subject matter hereof 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.

    


    G. 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.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    




    IN
      WITNESS WHEREOF, the parties have hereto executed this Agreement as of the
      1st
      day
      of May,
      2007.

    


    AXIOM
      CAPITAL MANAGEMENT, INC.

    


    


    By: 
      /s/
      Mark
      Martino

      
        

      

    

    Name: 
      Mark
      Martino

    Title: 
      President

    


    


    INDIGO
      SECURITIES LLC

    


    


    By: 
      /s/
      James
      Robinson

      
        

      

    

    Name: 
      James
      Robinson

    Title: 
      Managing
      Member

    


    


    


    CELSIA
      TECHNOLOGIES, INC.

    


    By: 
      /s/
      Michael Karpheden

      
        

      

    

    Name: 
      Michael
      Karpheden 

    Title: 
      Chief
      Financial Officer