EMPLOYMENT
      AGREEMENT

    (Fred
      S.
      Zeidman)

    


    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”) is made and entered into as of the 31st day of May, 2007 (the
“Effective
      Date”),
      by
      and among NATURAL
      NUTRITION, INC.,
      a
      Nevada corporation (“Employer”)
      and
FRED
      S. ZEIDMAN,
      an
      individual residing in Houston, Texas (“Employee”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Employer and Employee desire to enter into an agreement regarding Employee’s
      employment with Employer pursuant to the terms and conditions set forth
      herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound hereby, the parties
      covenant and agree as follows:

    


    1. Employment.
      Employer hereby employs Employee and Employee hereby accepts employment with
      Employer on the terms and condi-tions set forth in this Agreement. 

    


    2. Term
      of Employment.
      The
      term of Employee’s employment hereunder (the “Term”)
      shall
      commence as of June 1, 2007 (the “Commencement
      Date”),
      and
      shall continue (subject to termination by either Employer or Employee as
      hereinafter provided) for an initial term (the “Initial
      Term”)
      of
      five (5) years expiring on May 31, 2012
      (the
“Expiration
      Date”).
      The
      Expiration Date shall automatically be extended without any further action
      by
      Employee or Employer, unless and until one party notifies the other in
      accordance with Section 11 below of its intention to terminate Employee’s
      employment hereunder on a date not less than thirty (30) days following the
      date
      such notice is provided, whereupon Employee’s employment hereunder shall
      terminate as of the date provided (it being acknowledged that such notice can
      be
      provided up to thirty (30) days prior to the end of the Initial Term). Upon
      termination of Employee’s employment under this Agreement,
      Employer shall have no further obligation to Employee other than payment of
      any
      earned and unpaid Base Salary (as hereafter defined) and, upon the occurrence
      of
      a Sale (as defined below), any vested but unpaid INII Net Proceeds Bonus (as
      hereafter defined) under Section 3(b), and Employee shall have no further
      obligation to Employer except as set forth in Sections 6, 7, 8 and 9.


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3. Compensation
      and Other Benefits.

    


    (a) As
      compensation for all services rendered by Employee in perfor-mance of Employee’s
      duties or obligations under this Agreement, Employer shall pay to Employee
      a
      monthly Base Salary (the “Base
      Salary”)
      of
      Twelve Thousand Five Hundred and No/100 Dollars ($12,500). Employee's Base
      Salary shall be payable in equal semi-monthly installments or in the manner
      and
      on the timetable which Employer's payroll is customarily handled, or at such
      intervals as Employer and Employee may hereafter agree to from time to time.
      

    


    (b) In
      addition to the compensation provided for in Section 3(a), Employee shall
      also have the right to receive an incentive fee (the “INII
      Net Proceeds Bonus”)
      equal
      to up to ten percent (10%) of the Net Proceeds (as defined below) of the Sale
      of
Interactive
      Nutrition International, Inc., a subsidiary of Employer
      (“INII”).
      For
      purposes hereof, “Sale”
means
      the merger
      of
      INII into any other company that is unaffiliated with Employer (but excluding
      any merger in which the stockholders of INII immediately prior to such
      transaction own, after giving effect to such transaction, a majority of the
      voting capital stock of the surviving entity), or the sale of the properties
      and
      assets of INII as, or substantially as, an entirety to any other company that
      is
      unaffiliated with Employer or the sale of controlling interest in the stock
      of
      INII by Employer to a company that is unaffiliated with Employer. The
      INII
      Net Proceeds Bonus shall incrementally vest twenty percent (20%) per year on
      the
      anniversary date of the Commencement Date, so long as (A) Employee’s employment
      under this Agreement has not terminated as of the applicable vesting date and
      (B) the actual financial results of INII for the twelve (12) month period prior
      to the applicable vesting date are not less than ninety percent (90%) of the
      pro
      forma EBITDA results of INII attached hereto as Exhibit
      A;
      provided
      that
      upon a Sale prior to the fifth (5th)
      anniversary of the Commencement Date, so long as Employee’s employment under
      this Agreement has not terminated prior to such sale, then the remaining part
      of
      the INII Net Proceeds Bonus shall vest upon the consummation of such Sale.
      “Net
      Proceeds”
means
      the amount available to be distributed to the stockholders of Employer in the
      event of a Sale after payment of all transaction costs, all obligations of
      Employer and any obligations required to be paid by INII prior to any
      distribution of proceeds by INII to Employer, such Net Proceeds to be determined
      by Employer in the exercise of its reasonable discretion. In connection with
      this definition of Net Proceeds, it is contemplated that Employer shall continue
      to function solely as a holding company for INII and, in the event Employer
      carries out other business, Employer shall be authorized to adjust the
      definition of Net Proceeds such that, in the exercise of Employer’s discretion,
      the payment of the INII Net Proceeds Bonus is consistent with the intent of
      this
      paragraph. In the event Employee does not vest in the INII Net Proceeds Bonus
      for a particular twelve (12) month period as a result of failure of INII to
      achieve the results required in clause (B) above, Employee shall not be able
      to
      otherwise vest in the missed amount absent written agreement of
      Employer.

     

    (c)  Employee
      shall be entitled to be reimbursed by Employer for all reasonable and necessary
      expenses incurred by Employee in carrying out Employee’s duties under this
      Agreement in accordance with Employer’s standard policies regarding such
      reimbursements.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (d)  Employee
      shall be entitled during the Term, upon satisfaction of all eligibility
      requirements, if any, to participate in all health, dental, disability, life
      insurance and other benefit programs now or hereafter established by Employer
      which cover substantially all other of Employer's employees and shall receive
      such other benefits as may be approved from time to time by
      Employer.

    


    4. Duties.

    


    (a) Employee
      is employed to act as the Employer’s and INII’s non-executive Chairman of the
      Board,
      and to
      perform such duties as are commensurate with Employee’s positions with Employer
      and INII. Specifically, Employee is required pursuant to this Agreement to
      utilize his best efforts to carryout the duties of non-executive Chairman,
      answering to and subject to the direction and control of the Board of Directors
      of Employer, and to work in a manner consistent with the highest industry
      practice. 

    


    (b) Employee
      agrees that Employee shall not be required to devote his full-time efforts
      to
      Employee’s duties as non-executive Chairman of Employer and INII, and instead
      shall devote such time as in reasonably required, at the request of the Board
      of
      Directors of Employer, to perform Employee’s duties hereunder. Employee shall
      use Employee’s best efforts to perform the duties of Employee’s position in an
      efficient and competent manner and shall use Employee’s best efforts to promote
      the interests of Employer.

    


    (c) Employee
      agrees that during the period of employment Employee shall refer to Employer
      all
      opportunities for sports nutrition and health food products business to which
      Employee might become exposed.

    


    5. Termination
      of Employment.
      Employee’s employment under this Agreement shall terminate upon the earliest to
      occur of any of the following events (the actual date of such termination being
      referred to herein as the “Termination
      Date”):

    


    (a) The
      expiration of the Agreement in accordance with Section 2.

    


    (b) The
      death
      of Employee.

    


    (c) The
      failure of Employee to be able to perform Employee’s duties hereunder for a
      period of not less than ninety (90) days by reason of disability. For purposes
      of this Agreement, Employee shall be deemed to have become disabled when
      Employer, upon the advice of a qualified physician, shall have determined that
      Employee has become physically or mentally incapable (excluding infrequent
      and
      temporary absences due to ordinary illness) of performing Employee’s duties
      under this Agreement. Before making any termination decision pursuant to this
      Section 5(c), Employer shall determine whether there is any reasonable
      accommodation (within the meaning of the Americans with Disabilities Act) which
      would enable Employee to perform the essential functions of Employee’s position
      under this Agreement despite the existence of any such disability. If such
      a
      reasonable accommodation is possible, Employer shall make that accommodation
      and
      shall not terminate Employee’s employment hereunder based on such
      disability.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (d) The
      termination of Employee’s employment by Employer under this Agreement for
“Cause” (in which case prior notice from Employer shall not be required except
      as set forth in subparagraph (3) below), upon the occurrence of any of the
      following events:

    


    (1)
      any
      embezzlement or wrongful diversion of funds of Employer or any affiliate of
      Employer by Employee;

    


    (2)  gross
      malfeasance by Employee in the conduct of Employee’s duties;

    


    (3)  breach
      of this Agree-ment and the failure to cure such breach within thirty (30) days
      after notice thereof has been delivered to Employee;

    


    (4)
      gross
      neglect by Employee in carrying out Employee’s duties; or

    


    (5)
      the
      charging of Employee with a felony or a crime involving moral
      turpitude.

    


    (e) Beginning
      after the end of the second calendar quarter of 2008, upon thirty (30) days
      notice from Employer to Employee, if INII has failed to achieve actual
      EBITDA results for (x) any three, six or nine month period set forth in
Exhibit
      A
      hereto
      of at least eighty percent (80%) of the pro forma EBITDA results set forth
      for
      such period on Exhibit
      A
      hereto,
      or (y) any twelve (12) month period set forth on Exhibit
      A
      hereto
      of at least ninety percent (90%) of the pro forma EBITDA results for such period
      set forth in Exhibit
      A
      hereto.


     

    6. Inventions
      and Creations Belong to Employer.

    


    (a) Any
      and
      all customer lists, inventions, discoveries, improvements or creations
      (collectively, “Creations”)
      which
      Employee has conceived or made or may conceive or make during the period of
      employment in any way, directly or indirectly, connected with Employer’s
      business shall be the sole and exclusive property of Employer. Employee agrees
      that all copyrightable works created by Employee or under Employer’s direction
      in connection with Employer’s business are “works made for hire” and shall be
      the sole and complete property of Employer and those any and all copyrights
      to
      such works shall belong to Employer. To the extent any of the works described
      in
      the preceding sentence are not deemed to be “works made for hire”, Employee
      hereby assigns all proprietary rights, including copyright, in these works
      to
      Employer without further compensation.

    


    (b) Employee
      further agrees to (i) disclose promptly to Employer all such Creations which
      Employee has made or may make solely, jointly or commonly with others during
      the
      period of employment to the extent connected with Employer’s business, (ii)
      assign all such Creations to Employer and (iii) execute and sign any and all
      applications, assignments or other instruments which Employer may deem necessary
      in order to enable Employer, at Employer’s expense, to apply for, prosecute and
      obtain copyrights, patents or other proprietary rights in the United States
      and
      foreign countries or in order to transfer to Employer all right, title and
      interest in said Creations.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    7. Confidentiality;
      Ownership of Information.
      Immediately
      upon inception of employment and contemporaneously with the execution of this
      Agreement, Employee shall have access to and become familiar with Confidential
      Information of Employer. For purposes hereof “Confidential
      Information”
means
      any and all information relating directly or indirectly to Employer or its
      affiliates that is not generally ascertainable from public or published
      informa-tion or trade sources and that represents proprietary information to
      Employer, excluding, however, (i) Employee’s business contacts, (ii) information
      already known to Employee prior to Employee’s employment with Employer, and
      (iii) information required to be divulged in any legal or administrative
      proceeding in which Employee is involved. Confidential Information shall consist
      of, for example, and not intending to be inclusive, (A) compilations of
      information, drawings, proposals, job notes, reports, records and
      specifications, (B) techniques utilized or considered for use by Employer,
      and
      (C) information concerning any matters relating to the business of Employer,
      any
      of its customers, prospective customers, customer contacts, the prices it
      obtains or has obtained for its products and services, or any other information
      concerning the business of Employer and Employer’s good will. Employee
      acknowledges that Employee will be provided with access to the Confidential
      Information in exchange for Employee’s covenant not to compete and his promise
      herein not to disclose the Confidential Information. Employee further
      acknowledges and agrees that the Confidential Information is secret and not
      generally known and is valuable, special, and unique to Employer, the disclosure
      of which could cause substantial injury and loss of profits and goodwill to
      Employer. Employee shall not hereafter use in any way or disclose, in whole
      or
      in part, any of the Confidential Information, directly or indirectly, either
      while employed by Employer or at any time thereafter, except as required or
      consented to in writing by Employer. All files, records, documents, information,
      data and similar items relating to the business of Employer, whether prepared
      by
      Employee or otherwise coming into Employee’s possession, shall remain the
      exclusive property of Employer and shall not be removed from the premises of
      Employer under any circumstances without the prior written consent of Employer
      (except in the ordinary course of business during Employee’s employment with
      Employer), and in any event shall be promptly delivered to Employer upon
      termination of Employee’s employment with Employer.

    


    8. Non-Solicitation
      of Employees.
      During
      the Term and for a period of two (2) years after the date of termination of
      employment for any reason, Employee will not in any way, directly or indirectly
      (i) induce or attempt to induce any employee of Employer to quit employment
      with
      Employer; (ii) otherwise interfere with or disrupt Employer’s relationship with
      its employees; (iii) solicit, entice or hire away any employee of Employer;
      or
      (iv) hire or engage any employee of Employer or any former employee of Employer
      whose employment with Employer ceased less than one (1) year before the date
      of
      such hiring or engagement. Employee acknowledges that any attempt on the part
      of
      Employee to induce others to leave Employer’s employ, or any effort by Employee
      to interfere with Employer’s relationship with its other employees would be
      harmful and damaging to Employer. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    9. Noncompete;
      Working for Competitor.
      Employee acknowledges and agrees that the proprietary information Employee
      acquires regarding Employer will enable Employee to injure Employer if Employee
      should compete with Employer. Therefore, Employee hereby agrees that Employee
      shall not, during Employee’s employment with Employer and for a period of two
      (2) years after such termination or cessation of Employee’s employment with
      Employer, directly or indirectly, as a director, officer, agent, employee,
      consultant, or independent contractor or in any other capacity, invest (other
      than investments in publicly owned companies which constitute not more than
      one
      percent (1%) of the voting securities of any such company) or engage in, or
      provide employment, consulting, or other services to, or serve as an officer,
      director, or employee of, or consultant to, any person engaged in the sale
      of
      sports nutrition and health food products (the “Business”),
      within ______________________________________.
      

    


    10. Remedies;
      Injunction.
      In the
      event of a breach or threatened breach by Employee of any of the provisions
      of
      this Agreement, Employee agrees that Employer, in addition to and not in
      limitation of any other rights, remedies or damages available to Employer at
      law
      or in equity, shall be entitled to a permanent injunction without the necessity
      of proving actual monetary loss in order to prevent or restrain any such breach
      by Employee or by Employee’s partners, agents, representatives, servants,
      employees and/or any and all persons directly or indirectly acting for or with
      Employee. It is expressly understood between the parties that this injunctive
      or
      other equitable relief shall not be Employer’s exclusive remedy for any breach
      of this Agreement, and Employer shall be entitled to seek any other relief
      or
      remedy which it may have by contract, statute, law or otherwise for any breach
      hereof.

    


    11. Notices.
      Any
      notice, demand or request which may be permitted, required or desired to be
      given in connection therewith shall be given in writing and directed to Employer
      and Employee as follows:

    


    
      	        If
              to Employer,
              at:	
              Natural Nutrition, Inc.

              109
                North Post Oak Lane, Suite 422

              Houston,
                Texas 77024

              Attention:
                Timothy J. Connolly

            
	 	 
	        or,
              if to
              Employee, at:	
              Fred
                S. Zeidman

              109
                North Post Oak Lane, Suite 422

              Houston,
                Texas 77024

            


    

       

    Notices
      shall be deemed properly delivered and received when and if either: (i)
      personally delivered; (ii) delivered by nationally-recognized overnight courier;
      (iii) when deposited in the U.S. mail, by registered or certified mail, return
      receipt requested, postage prepaid; or (iv) sent via facsimile transmission
      with
      confirmation mailed by regular U.S. mail. Any party may change its notice
      address for purposes hereof to any address within the continental United States
      by giving written notice of such change to the other parties hereto at least
      fifteen (15) days prior to the intended effective date of such
      change.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    12. Severability.
      If any
      provision of this Agreement is rendered or declared illegal or unenforceable
      by
      reason of any existing or subsequently enacted legislation or by decree of
      a
      court of last resort, Employer and Employee shall promptly meet and negotiate
      substitute provisions for those rendered or declared illegal or unenforceable,
      but all the remaining provisions of this Agreement shall remain in full force
      and effect.

    


    13. Assignment.
      This
      Agreement may not be assigned by any party without the prior written consent
      of
      the other parties, except for an assignment by Employer to a successor entity
      in
      a transaction validly approved by the Board of Directors of
      Employer.

    


    14. Binding
      Agreement.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective legal representatives, heirs, successors and
      permitted assigns.

    


    15. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas.

    


    16. Attorneys
      Fees.
      In the
      event of any dispute between the parties regarding this Agreement, the
      prevailing party shall be entitled to be reimbursed for such prevailing party’s
      attorney’s fees and costs of court (or cost of arbitration, as applicable) by
      the non-prevailing party.

     

    17. Agreement
      Read, Understood and Fair.
      Employee has carefully read and considered all provisions of this Agreement
      and
      agrees that all of the restrictions set forth are fair and reasonable and are
      reasonably required for the protection of the interests of
      Employer.

    


    18. Entire
      Agreement; Amendments.
      This
      Agreement constitutes the entire agreement and understanding between the parties
      hereto relating to the subject matter of this Agreement and supersedes any
      prior
      agreement and understanding relating to the subject matter of this Agreement.
      This Agreement may be modified or amended only by a written instrument executed
      by the parties hereto.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Employment Agreement as of the Effective
      Date.

    


    
      	 	
              EMPLOYER:

              
                 

                NATURAL
                  NUTRITION, INC.,
                  

                a
                  Nevada corporation

              

               

              By: /s/
                Timothy J. Connolly 

              Name: Timothy
                J. Connoll

              Title: Chief
                Executive Officer    

               

              EMPLOYEE:

               

              By:
                /s/ Fred Zeidman 

              FRED
                S. ZEIDMAN

            


    

     

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


    


    
      	 	 	 	 	
               Interactive
                Nutrition International Inc.

            	 	 	 	 	 
	 	 	 	 	
               Income
                Statement (CDN)

            	 	 	 	 	 
	 	 	 	 	
               Actual
                and projected

            	 	 	 	 	 
	 	 	 	 	
               For
                the years ended 

            	 	 	 	 	 
	 	 	 	 	 	 	 	
               

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Actual
                

            	 	
              Projected
                

            	 	
              Projected
                

            	 	
              Projected
                

            	 	
              Projected
                

            	 	
              Projected
                

            	 
	 	 	
              2006

            	 	
              2007

            	 	
              2008

            	 	
              2009

            	 	
              2010

            	 	
              2011

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Revenue

            	 	
              $

            	
              15,324,645

            	 	
              $

            	
              15,324,645

            	 	
              $

            	
              16,857,110

            	 	
              $

            	
              20,228,531

            	 	 	
              24,274,238
                

            	 	 	
              29,129,085
                

            	 
	
              Cost
                of Sales

            	 	 	
              11,226,298
                

            	 	 	
              11,173,302
                

            	 	 	
              12,308,132
                

            	 	 	
              14,769,758
                

            	 	 	
              17,723,710
                

            	 	 	
              21,268,452
                

            	 
	
              Gross
                Profit

            	 	 	
              4,098,347
                

            	 	 	
              4,151,343
                

            	 	 	
              4,548,978
                

            	 	 	
              5,458,773
                

            	 	 	
              6,550,528
                

            	 	 	
              7,860,634
                

            	 
	
                
                (gross margin)

            	 	 	
              26.74

            	
              %

            	 	
              27.09

            	
              %

            	 	
              26.99

            	
              %

            	 	
              26.99

            	
              %

            	 	
              26.99

            	
              %

            	 	
              26.99

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Operating
                expenses

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Selling

            	 	 	
              499,043
                

            	 	 	
              394,730
                

            	 	 	
              410,519
                

            	 	 	
              426,940
                

            	 	 	
              444,018
                

            	 	 	
              461,779
                

            	 
	
                General
                and
                Administrative

            	 	 	
              918,066
                

            	 	 	
              1,213,743
                

            	 	 	
              1,321,198
                

            	 	 	
              1,374,046
                

            	 	 	
              1,429,008
                

            	 	 	
              1,486,168
                

            	 
	
                Legal
&
                accounting

            	 	 	
              120,000
                

            	 	 	
              400,000
                

            	 	 	
              220,000
                

            	 	 	
              245,000
                

            	 	 	
              275,000
                

            	 	 	
              310,000
                

            	 
	
                Amortization

            	 	 	
              253,150
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 
	
                Interest
                expense

            	 	 	
              981,011
                

            	 	 	
              1,029,008
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 
	
                Contingency

            	 	 	
              -
                

            	 	 	
              263,636
                

            	 	 	
              285,197
                

            	 	 	
              336,315
                

            	 	 	
              397,435
                

            	 	 	
              470,528
                

            	 
	
              Total
                Expense

            	 	 	
              2,771,270
                

            	 	 	
              3,551,117
                

            	 	 	
              4,152,914
                

            	 	 	
              4,298,301
                

            	 	 	
              4,461,460
                

            	 	 	
              4,644,474
                

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Income
                before unusual item

            	 	 	
              1,327,077
                

            	 	 	
              600,226
                

            	 	 	
              396,064
                

            	 	 	
              1,160,473
                

            	 	 	
              2,089,068
                

            	 	 	
              3,216,159
                

            	 
	
              Trustee
                in bankruptcy fees

            	 	 	
              141,070
                

            	 	 	
              50,000
                

            	 	 	
              -
                

            	 	 	
              -
                

            	 	 	
              -
                

            	 	 	
              -
                

            	 
	
              Net
                income before income taxes

            	 	 	
              1,186,007
                

            	 	 	
              550,226
                

            	 	 	
              396,064
                

            	 	 	
              1,160,473
                

            	 	 	
              2,089,068
                

            	 	 	
              3,216,159
                

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Income
                taxes

            	 	 	
              489,496
                

            	 	 	
              227,078
                

            	 	 	
              163,455
                

            	 	 	
              478,927
                

            	 	 	
              862,158
                

            	 	 	
              1,327,309
                

            	 
	
              Net
                income

            	 	
              $

            	
              696,511

            	 	
              $

            	
              323,148

            	 	
              $

            	
              232,608

            	 	
              $

            	
              681,546

            	 	
              $

            	
              1,226,910

            	 	
              $

            	
              1,888,850

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              EBITDA

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Amortization

            	 	 	
              253,150
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 	 	
              250,000
                

            	 
	
                Interest
                expense

            	 	 	
              981,011
                

            	 	 	
              1,029,008
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 	 	
              1,666,000
                

            	 
	
                Corporate
                Taxes

            	 	 	
              489,496
                

            	 	 	
              227,078
                

            	 	 	
              163,455
                

            	 	 	
              478,927
                

            	 	 	
              862,158
                

            	 	 	
              1,327,309
                

            	 
	
                EBITDA*

            	 	
              $

            	
              2,420,168

            	 	
              $

            	
              1,829,234

            	 	
              $

            	
              2,312,064

            	 	
              $

            	
              3,076,473

            	 	
              $

            	
              4,005,068

            	 	
              $

            	
              5,132,159

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Assumed
                sale at 8 times EBITDA

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              $

            	
              41,057,274

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              *
                Annual EBITDA targets are shown; quarterly EBITDA targets shall be
                3/12ths, 6/12ths and 9/12th of the annual targets for each of the
                first
                three quarterly periods of each year.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Adjustments
                to P&L beginning in July 2007: 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Cost
                of sales
                

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Joe
                Nesrallah elimination 

            	 	 	 	 	 	
              (89,996

            	
              )

            	 	
              (179,993

            	
              )

            	 	
              (359,986

            	
              )

            	 	 	 	 	 	 
	
                  Trevo Holroyd
                salary increase
                

            	 	 	 	 	 	
              12,000
                

            	 	 	
              24,000
                

            	 	 	
              24,001
                

            	 	 	 	 	 	 	 
	
                Total
                adjustments
                

            	 	 	 	 	 	
              (77,996

            	
              )

            	 	
              (155,993

            	
              )

            	 	
              (335,985

            	
              )

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Selling
                expenses
                

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Eli
                Nesrallah elimination 

            	 	 	 	 	 	
              (179,993

            	
              )

            	 	
              (359,986

            	
              )

            	 	
              (359,986

            	
              )

            	 	 	 	 	 	 
	
                  New
                sales position 

            	 	 	 	 	 	
              -
                

            	 	 	
              150,000
                

            	 	 	
              150,000
                

            	 	 	 	 	 	 	 
	
                  Increased
                marketing budget 

            	 	 	 	 	 	
              73,680
                

            	 	 	
              147,360
                

            	 	 	
              147,360
                

            	 	 	 	 	 	 	 
	
                Total
                adjustments
                

            	 	 	 	 	 	
              (106,313

            	
              )

            	 	
              (62,626

            	
              )

            	 	
              (62,626

            	
              )

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                G&A
                expenses
                

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Pam
                Nesrallah elimination 

            	 	 	 	 	 	
              (119,995

            	
              )

            	 	
              (239,990

            	
              )

            	 	
              (239,990

            	
              )

            	 	 	 	 	 	 
	
                  Rachel
                (current controller elimination) 

            	 	 	 	 	 	
              (32,994

            	
              )

            	 	
              (65,988

            	
              )

            	 	
              (65,988

            	
              )

            	 	 	 	 	 	 
	
                  New
                controller 

            	 	 	 	 	 	
              48,000
                

            	 	 	
              96,000
                

            	 	 	
              96,000
                

            	 	 	 	 	 	 	 
	
                  Severance
                to
                controller 

            	 	 	 	 	 	
              16,667
                

            	 	 	
              8,333
                

            	 	 	
              -
                

            	 	 	 	 	 	 	 
	
                  New
                CEO
                

            	 	 	 	 	 	
              144,000
                

            	 	 	
              288,000
                

            	 	 	
              288,000
                

            	 	 	 	 	 	 	 
	
                  TAP
                fee
                

            	 	 	 	 	 	
              120,000
                

            	 	 	
              240,000
                

            	 	 	
              240,000
                

            	 	 	 	 	 	 	 
	
                  Systems
                licensing (June) 

            	 	 	 	 	 	
              5,000
                

            	 	 	
              5,000
                

            	 	 	
              5,000
                

            	 	 	 	 	 	 	 
	
                  Systems
                upgrades (August) 

            	 	 	 	 	 	
              7,500
                

            	 	 	
              50,000
                

            	 	 	
              25,000
                

            	 	 	 	 	 	 	 
	
                  IP
                valuation (May) 

            	 	 	 	 	 	
              25,000
                

            	 	 	
              -
                

            	 	 	
              -
                

            	 	 	 	 	 	 	 
	
                  Transaction
                fees - closing & foreclosure (May - Aug) 

            	 	 	 	 	 	
              200,000
                

            	 	 	
              -
                

            	 	 	
              -
                

            	 	 	 	 	 	 	 
	
                  Travel
                expenses 

            	 	 	 	 	 	
              80,000
                

            	 	 	
              80,000
                

            	 	 	
              80,000
                

            	 	 	 	 	 	 	 
	
                  Public
                company accounting fees (Qtrly) 

            	 	 	 	 	 	
              80,000
                

            	 	 	
              100,000
                

            	 	 	
              125,000
                

            	 	 	 	 	 	 	 
	
                Total
                adjustments
                

            	 	 	 	 	 	
              573,177
                

            	 	 	
              561,355
                

            	 	 	
              553,022
                

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Bonus
                pool: 

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Production
                

            	 	 	 	 	 	
              25,000
                

            	 	 	
              17,500
                

            	 	 	 	 	 	 	 	 	 	 
	
                Selling
                

            	 	 	 	 	 	
              2,000
                

            	 	 	
              2,000
                

            	 	 	 	 	 	 	 	 	 	 
	
                G&A
                

            	 	 	 	 	 	
              2,500
                

            	 	 	
              2,500
                

            	 	 	 	 	 	 	 	 	 	 


    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	 	 	 	 	 	 	 	 	
                INII

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                 Cash
                  flow projections

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	
                2007

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                Jan.
                  2007

              	 	
                Feb.
                  2007 

              	 	
                Mar.
                  2007 

              	 	
                Apr.
                  2007

              	 	
                May.
                  2007

              	 	
                June.
                  2007

              	 	
                July.
                  2007

              	 	
                Aug.
                  2007 

              	 	
                Sept.
                  2007 

              	 	
                Oct.
                  2007

              	 	
                Nov.
                  2007 

              	 	
                Dec.
                  2007

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Cash
                  at beginning of period

              	 	 	
                408,837
                  

              	 	 	
                790,268
                  

              	 	 	
                350,609
                  

              	 	 	
                480,551
                  

              	 	 	
                209,636
                  

              	 	 	
                1,446,114
                  

              	 	 	
                1,152,576
                  

              	 	 	
                1,410,359
                  

              	 	 	
                1,353,325
                  

              	 	 	
                1,435,420
                  

              	 	 	
                1,630,106
                  

              	 	 	
                2,133,791
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Net
                  Profit for Month

              	 	 	
                47,674
                  

              	 	 	
                66,176
                  

              	 	 	
                176,670
                  

              	 	 	
                (35,268

              	
                )

              	 	
                74,351
                  

              	 	 	
                (54,226

              	
                )

              	 	
                (23,261

              	
                )

              	 	
                (51,226

              	
                )

              	 	
                88,626
                  

              	 	 	
                259,709
                  

              	 	 	
                281,451
                  

              	 	 	
                (507,528

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Prepaid
                  Expenses Disbursed

              	 	 	
                (58,782

              	
                )

              	 	
                (2,975

              	
                )

              	 	
                3,533
                  

              	 	 	
                (2,172

              	
                )

              	 	
                1,086
                  

              	 	 	
                (541

              	
                )

              	 	
                184
                  

              	 	 	
                290
                  

              	 	 	
                (233

              	
                )

              	 	
                (2,088

              	
                )

              	 	
                3,489
                  

              	 	 	
                (654

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                (Investment)-Reduction
                  in Inventory

              	 	 	
                (54,900

              	
                )

              	 	
                (174,500

              	
                )

              	 	
                292,300
                  

              	 	 	
                (242,540

              	
                )

              	 	
                101,450
                  

              	 	 	
                (70,290

              	
                )

              	 	
                12,870
                  

              	 	 	
                (16,890

              	
                )

              	 	
                (63,950

              	
                )

              	 	
                (32,500

              	
                )

              	 	
                318,150
                  

              	 	 	
                (230,100

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                (Investment)-Reduction
                  in AR

              	 	 	
                305,596
                  

              	 	 	
                (470,000

              	
                )

              	 	
                (380,000

              	
                )

              	 	
                270,000
                  

              	 	 	
                139,000
                  

              	 	 	
                (217,000

              	
                )

              	 	
                106,000
                  

              	 	 	
                (60,000

              	
                )

              	 	
                40,000
                  

              	 	 	
                (103,000

              	
                )

              	 	
                (130,000

              	
                )

              	 	
                580,000
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Use
                  of Trade Credit (AP) and Other Liab.

              	 	 	
                53,346
                  

              	 	 	
                63,163
                  

              	 	 	
                188,981
                  

              	 	 	
                (357,872

              	
                )

              	 	
                247,674
                  

              	 	 	
                (123,377

              	
                )

              	 	
                64,614
                  

              	 	 	
                (26,563

              	
                )

              	 	
                3,069
                  

              	 	 	
                58,003
                  

              	 	 	
                16,050
                  

              	 	 	
                (361,046

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Payment
                  to Securied Creditor

              	 	 	 	 	 	 	 	 	
                (250,000

              	
                )

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Capital
                  Leases

              	 	 	
                (2,984

              	
                )

              	 	
                (3,004

              	
                )

              	 	
                (3,023

              	
                )

              	 	
                (3,044

              	
                )

              	 	
                (3,064

              	
                )

              	 	
                71,915
                  

              	 	 	
                (4,105

              	
                )

              	 	
                (4,126

              	
                )

              	 	
                (4,147

              	
                )

              	 	
                (4,168

              	
                )

              	 	
                (4,189

              	
                )

              	 	
                (4,211

              	
                )

              
	
                Working
                  capital proceeds from Cornell

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                600,000
                  

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Noncash
                  interest accrual for taxes

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	
                81,751
                  

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Capital
                  Purchases

              	 	 	
                (11,103

              	
                )

              	 	
                (21,103

              	
                )

              	 	
                (1,103

              	
                )

              	 	
                (2,603

              	
                )

              	 	
                (26,603

              	
                )

              	 	
                (2,603

              	
                )

              	 	
                (1,103

              	
                )

              	 	
                (1,103

              	
                )

              	 	
                (2,103

              	
                )

              	 	
                (2,103

              	
                )

              	 	
                (2,103

              	
                )

              	 	
                (1,103

              	
                )

              
	
                Amortization

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,833
                  

              	 	 	
                20,837
                  

              	 	 	
                20,833
                  

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Cash
                  at end of period

              	 	 	
                790,268
                  

              	 	 	
                350,609
                  

              	 	 	
                480,551
                  

              	 	 	
                209,636
                  

              	 	 	
                1,446,114
                  

              	 	 	
                1,152,576
                  

              	 	 	
                1,410,359
                  

              	 	 	
                1,353,325
                  

              	 	 	
                1,435,420
                  

              	 	 	
                1,630,106
                  

              	 	 	
                2,133,791
                  

              	 	 	
                1,629,982
                  

              	 


      

    

     

    
      
        
        

      

      
        10