AGREEMENT

    


    THIS
      AGREEMENT
      is
      effective as of September 13, 2007, by and between Garisch Financial, Inc.,
      an
      Illinois corporation with its principal place of business located at 2395
      Woodglen Drive, Aurora, Illinois 60502 (“GFI”), Catalyst Lighting Group, Inc., a
      corporation organized and existing under the laws of the state of Delaware,
      with
      its principal place of business located at 936A Beachland Boulevard, Suite
      13,
      Vero Beach, FL 32963 (“Catalyst”), and KIG Investors I, LLC, a Delaware limited
      liability company (“KIG Investors”). Catalyst and KIG Investors may be referred
      to collectively as the “Clients.” GFI and the Clients may each be referred to as
      a “Party” or collectively as the “Parties.”

    


    RECITALS

    


    WHEREAS,
      GFI is
      engaged in the business of providing consulting services to public and private
      companies including, without limitation, conducting due diligence
      investigations, assisting in the preparation of SEC filings, structuring,
      evaluating and executing business transactions, business combinations and
      mergers, recommending and advising on corporate and strategic matters, and
      reviewing financial and accounting matters (“Services”); and

    


    WHEREAS,
      Catalyst and KIG Investors desire to engage GFI described herein, and GFI
      desires to accept such engagement, all in accordance with the terms and
      conditions herein set forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants set forth herein, the Parties
      hereby agree as follows:

    


    
      	
              1.

            	
              Intent
                and Services

            


    

     

    It
      is the
      general nature and intent of this Agreement that GFI will provide the Services
      to KIG Investors solely in connection with KIG Investors’ purchase of a
      controlling interest in Catalyst (“Acquisition”) and to Catalyst solely in
      connection with the initial actions by Catalyst following such Acquisition
      (collectively, such services shall be the “Transaction Services”). GFI will
      provide such Transaction Services at the reasonable request of KIG Investors
      and/or Catalyst as an independent contractor and not as an employee. The Parties
      hereto specifically acknowledge and agree that GFI’s performance of the
      Transaction Services shall not be construed or considered legal, investment
      banking or capital formation services or advice. The Parties further agree
      that
      the Transaction Services shall not be construed as the practice of law, and
      KIG
      Investors and Catalyst each acknowledge and agree that they have been advised
      by
      GFI to seek legal counsel if they deem such to be necessary. 

    


    
      	
              2.

            	
              Transaction
                Services

            


    

    


    The
      Parties hereto acknowledge and agree that GFI, as of the date hereof, has
      completed all of the Transaction Services to be satisfaction of KIG Investors
      and Catalyst. 

     

    
      
         

      

      
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              3.

            	Compensation


    

     

    In
      consideration of the services provides hereunder, GFI shall be entitled to
      the
      following compensation to be paid upon the execution of this Agreement, all
      of
      which compensation shall be fully earned, vested and non-refundable:


    


    a) GFI
      shall
      receive a cash payment of $25,000.

    


    b) GFI
      shall
      also receive 866,537 shares of common stock of Catalyst (“Shares”), which are
      valued at $8,665.37 in the aggregate, or $0.01 per share. The Parties
      acknowledge and agree that the value of the Shares as set forth in the preceding
      sentence is the best determinate of the fair value of such Shares based on
      the
      recent price of shares sold by Catalyst in arm’s length transactions for cash
      consideration on an as converted to common stock basis. The Shares shall be
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended (“Securities Act”), and the certificates representing the
      Shares shall contain the restrictive legend under the Securities Act. Prior
      to
      the issuance of the Shares, GFI shall provide a representation letter to
      Catalyst with respect to the issuance of the Shares, which shall be satisfactory
      to Catalyst. The Parties agree that the Shares shall have registration rights
      pursuant to the terms of a registration rights agreement to be entered into
      by
      Catalyst and GFI.

    


    c) GFI
      shall
      be reimbursed for any out-pocket expenses incurred by GFI in connection with
      its
      Transaction Services hereunder, provided such expenses are approved in advance.
      

     

    
      	
              4.

            	
              Independent
                Contractor

            


    

    


    GFI
      shall
      be, and is deemed to be, an independent contractor in the performance of its
      duties hereunder. GFI shall have no power to enter into any agreement on behalf
      of or otherwise bind KIG Investors or Catalyst without the express prior written
      consent of KIG Investors or Catalyst. GFI shall be free to pursue, conduct,
      carry on and provide for its own account (or for the account of others) similar
      Services to other clients. 

    


    
      	
              5.

            	
              Indemnification

            


    

    


    GFI
      shall
      not be liable to KIG Investors or Catalyst, or to anyone who may claim any
      right
      due to any relationship with KIG Investors or Catalyst, for any acts or
      omissions in the performance of the Transaction Services on the part of GFI
      or
      on the part of the agents or employees of GFI, except when said acts or
      omissions of GFI are due to willful misconduct or gross negligence. KIG
      Investors and Catalyst agree to indemnify and hold GFI and its officers,
      directors, shareholders, managers, members, agents, advisors, consultants and
      employees (“Indemnified Parties”) harmless from any and all losses, expenses,
      claims, damages or liabilities (including reasonable attorneys’ fees) incurred
      by any Indemnified Party arising out of or related to the performance of GFI's
      services under this Agreement, and KIG Investors and Catalyst shall, at the
      option of GFI, reimburse GFI or pay directly for any and all legal or other
      expenses incurred in connection with the investigation or defense of any action
      or claim in connection therewith; provided, however, that KIG Investors and
      Catalyst shall not be liable for any loss, claim, damage or liability that
      is
      found (as set forth in a final judgment by a court of competent jurisdiction)
      to
      have resulted in a material part from any act by GFI which constitutes willful
      misconduct or gross negligence by GFI.

     

    
      
         

      

      
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                  6. 

                

              	
                Confidentiality

              


      

    

     

    GFI
      agrees that any information provided to it by KIG Investors or Catalyst of
      a
      confidential nature will not be revealed or disclosed to any person or entity,
      except as required by GFI in the performance of this Agreement, until (i) such
      time that the information is or becomes generally known by the public (other
      than as a result of its disclosure by GFI in breach of this Agreement), (ii)
      is
      known or becomes known by GFI on a non-confidential basis from a person not
      otherwise bound by a confidentiality agreement or who is not otherwise known
      to
      be prohibited from transmitting the information to GFI, or (iii) subject to
      the
      following sentence, is required by applicable law, regulation or court or
      administrative order to be disclosed. In the event that GFI receives a request
      to disclose all or any part of any confidential information under the terms
      of a
      valid and effective subpoena or order issued by a court of competent
      jurisdiction, GFI agrees to (i) immediately notify KIG Investors or Catalyst
      of
      the existence, terms and circumstances surrounding such a request, (ii) consult
      with KIG Investors or Catalyst on the advisability of taking legal available
      steps to resist or narrow such request, and (iii) if disclosure of such
      information is required, exercise GFI’s reasonable commercial efforts to obtain
      an order or other reliable assurance that confidential treatment will be
      accorded to such information.

     

    GFI
      hereby acknowledges that it is aware, that the United States securities laws
      prohibit any person who has material, non-public information concerning the
      matters which are the subject of this Agreement from purchasing or selling
      securities of any public company or entering into any hedging or short selling
      transactions involving the securities of any public company, to the extent
      such
      public Company has a class of publicly traded securities, and from communicating
      such information to any other person under circumstances in which it is
      reasonably foreseeable that such person is likely to purchase or sell such
      securities. 

     

    
      	
              
                7.

              

            	
              Notices

            


    

     

    All
      notices hereunder shall be in writing addressed to the Party at the address
      herein set forth, or at such other address as to which notice: pursuant to
      this
      section may be given, and shall be given by personal delivery, by certified
      mail
      (return receipt requested), Express Mail or by national overnight courier.
      Notices will be deemed given upon the earlier of actual receipt or three (3)
      business days
      after being mailed or delivered to such courier service.

    


    Notices
      shall be addressed as follows:

    

      
        	 	
                   If
                  to Catalyst:

              	
                Catalyst
                  Lighting Group, Inc.

              
	 	 	
                936A
                  Beachland Boulevard, Suite 13

              
	 	 	
                Vero
                  Beach, FL 32963

              
	 	 	
                Attn:
                  Kevin R. Keating, President

              
	 	 	 
	 	
                 
                   If to KIG Investors:

              	
                KIG
                  Investors I, LLC

              
	 	 	
                5251
                  DTC Parkway, Suite 1090

              
	 	 	
                Greenwood
                  Village, CO 80111

              
	 	 	
                Attn:
                  Timothy J. Keating, Manager

              


      

       

      
        
           

        

        
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                  If to GFI:

              	
                Garisch
                  Financial, Inc.

              
	 	 	
                2395
                  Woodglen Drive

              
	 	 	
                Aurora,
                  IL 60502

              
	 	 	
                Attn:
                  Frederic M. Schweiger,
                  President

              


      

    

    


    Any
      notices to be given hereunder will be effective if executed by and sent by
      the
      attorneys for the Parties giving such notice, and in connection therewith the
      Parties and their respective counsel agree that, in giving such notice, such
      counsel may communicate directly in writing, with such Parties to the extent
      necessary to give such notice.

     

    
      	
              
                8. 

              

            	Representations and Warranties of KIG Investors
              and Catalyst


    

     

    KIG
      Investors and Catalyst each represent and warrant to GFI that:

    


    a) Each
      will
      cooperate fully and timely with GFI to enable GFI to perform the Transaction
      Services that may be rendered hereunder;

    


    b) Each
      has
      full power and authority to enter into this Agreement;

    


    c) The
      performance by each of them of this Agreement will not violate any applicable
      court decree, law or regulation, nor will it violate any provision(s) of the
      organizational or corporate governance documents of each of them or any
      contractual obligation by which each of them may be bound; and

    


    d) All
      information supplied to GFI by each of them, shall be true and accurate and
      complete in all material respects, to the best knowledge of each of
      them.

    


    
      	
              
                9. 

              

            	Representations and Warranties of
              GFI


    

     

    GFI
      represents and warrants to KIG Investors and Catalyst that:

    


    a) It
      has
      full power and authority to enter this Agreement;

    


    b) It
      has
      the requisite skill and experience to perform the Transaction Services and
      to
      carry out and fulfill its duties and obligations hereunder; and

    


    c) It
      will
      use its best efforts to complete all Transaction Services in a timely and
      professional manner.

    


    
      	
              
                10. 

              

            	Governing Law, Dispute Resolution, and
              Jurisdiction


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Illinois, without giving effect to the conflicts of laws principles
      thereof. All disputes, controversies or claims (“Disputes”) arising out of or
      relating to this Agreement shall in the first instance be the subject of a
      meeting between a representative of each Party who has decision-making authority
      with respect to the matter in question. Should the meeting either not take
      place
      or not result in a resolution of the Dispute within twenty (20) business days
      following notice of the Dispute to the other Party, then the Dispute shall
      be
      resolved in a binding arbitration proceeding to be held in Chicago, Illinois,
      in
      accordance with the international rules of the American Arbitration Association.
      The Parties agree that a panel of one arbitrator shall be required. Any award
      of
      the arbitrator shall be deemed confidential information for a minimum period
      of
      five years. The arbitrator may award attorneys’ fees and other arbitration
      related expense, as well as pre- and post-judgment interest on any award of
      damages, to the prevailing Party, in their sole discretion.

     

    
      
         

      

      
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                11. 

              

            	Miscellaneous


    

     

    a) No
      Waiver.
      No
      provision of this Agreement maybe waived except by agreement in writing signed
      by the Parties hereto. A waiver of any term or provision of this Agreement
      shall
      not be construed as a waiver of any other term or provision.

    


    b) Non-assignability.
      This
      Agreement is not assignable without the written consent of the other
      Parties.

    


    c) Multiple
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original. It shall not be necessary that each Party executes each
      counterpart, or that any one counterpart be executed by more than one Party
      so
      long as each Party executes at least one counterpart. Facsimile or electronic
      signatures of this Agreement shall be construed and accepted as original
      signatures hereof. 

    


    d) Severability.
      If any
      provision of this Agreement is declared by any court of competent jurisdiction
      to be invalid for any reason, such invalidity shall not affect the remaining
      provisions of this Agreement.

    


    e) Construction.
      No
      provision of this Agreement shall be construed against any Party by virtue
      of
      the fact that that this Agreement was primarily prepared by such
      Party.

    


    f) Headings.
      The
      section and paragraph heading shall not be deemed a part of this
      Agreement.

    


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      of this page intentionally left blank.]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF
      the
      undersigned have executed this Agreement as of the day and year first above
      written.


    


    
      
        	KIG
                Investors I, LLC 	 	Catalyst
                Lighting Group, Inc. 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Timothy
                J. Keating	 	By:	/s/ Kevin
                R.
                Keating
	 	
                
Timothy
                J. Keating, Manager	 	 	
                
 Kevin
                R. Keating,
                President


      

    

     

    Garisch
      Financial, Inc.


     

    
      	 	 	 	 
	By: /s/
              Frederic M. Schweiger	 	 	
            
	
              
                

              

              Frederic
                M. Schweiger, President

            	 	 	
            


    

     

    
      
         

      

      
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