AGREEMENT

    


    THIS
      AGREEMENT
      is
      effective as of October 1, 2007, by and between Vero Management, L.L.C., a
      Delaware limited liability company with its principal place of business located
      at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Vero”) and
      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 (“Client”). Vero and
      Client may each be referred to as a “Party” or collectively as the
“Parties.”

    


    RECITALS

    


    WHEREAS,
      Vero is
      engaged in the business of providing managerial and administrative support
      services to public and private companies; and

    


    WHEREAS,
      Client
      desires to engage the services of Vero as described herein and Vero desires
      to
      perform such services, 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 Vero will provide to Client
      a
      broad range of managerial and administrative services including but not limited
      to assistance in the preparation and maintenance of its financial books and
      records, the filing of various reports with the appropriate regulatory agencies
      as are required by State and Federal rules and regulations, the administration
      of matters relating to Client’s shareholders including responding to various
      information requests from shareholders as well as the preparation and
      distribution to shareholders of relevant Client materials, and the providing
      of
      office space, corporate identity, telephone and fax services, mailing, postage
      and courier services (“Services”). This Agreement shall be liberally construed
      in order to insure that Vero provides to Client those Services necessary for
      Client to efficiently manage its business operations, efficiently respond to
      its
      shareholders and timely comply with its regulatory reporting requirements.
      The
      parties hereto specifically acknowledge and agree that Vero will not provide
      any
      legal, auditing, accounting, investment banking or capital formation services
      to
      Client.

    


    
      	
              2.

            	
              Term

            


    

    


    This
      Agreement shall be in effect for a term of one (1) year commencing on the date
      hereof; provide that either party may terminate this Agreement upon written
      notice to the other party at any time. At the end of the initial term, this
      Agreement shall remain in effect until terminated in writing by either party.
      All duties for payment of compensation owed to Vero and those duties that
      generally survive termination shall survive the termination of this
      agreement.

     

    
      
         

      

      
        1

        
          

        

      

       

    

     

    
      	
              3.

            	
              Compensation

            


    

     

    In
      consideration of the services provides hereunder, Vero shall be entitled to
      the
      following compensation: 

    


    
      	 	
              a)

            	
              Client
                shall pay Vero a fee equal to $1,000 per month for each month, or
                any part
                thereof, that the Services hereunder are provided. The Parties
                specifically agree that in no event will the monthly fees be prorated
                either due to the initiation of Services following the first day
                of a
                particular month or the termination of Services prior to month’s
                end;

            


    

    


    
      	 	
              b)

            	
              Client
                shall reimburse Vero for any out-pocket expenses incurred by Vero
                in
                connection with its Services hereunder (including, without limitation,
                expenses of consultants and advisors engaged by Vero to perform all
                or any
                part of the Services hereunder, provided such expenses are approved
                by
                Client in advance). 

            


    

    


    Vero
      shall bill Client for the Services on the first day of each month and payment
      shall be due within seven (7) business days thereafter.

    


    
      	
              4.

            	
              Independent
                Contractor

            


    

    


    Vero
      shall be, and is deemed to be, an independent contractor in the performance
      of
      its duties hereunder. Vero shall have no power to enter into any agreement
      on
      behalf of or otherwise bind Client without the express prior written consent
      of
      Client. Vero 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

            


    

    


    Client
      agrees to indemnify and hold Vero 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 Vero's duties under this
      Agreement, and Client shall, at the option of Vero, reimburse Vero 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.
      Notwithstanding the aforesaid, Client 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
      Vero which constitutes fraud or gross negligence by Vero.

    


    
      	6.	
              Confidentiality

            


    

    


    Vero
      agrees that any information provided to it by Client of a confidential nature
      will not be revealed or disclosed to any person or entity, except in the
      performance of this Agreement. Upon the termination of this Agreement and
      following receipt of a written request from Client, all documentation provided
      by Client to Vero will be returned to it or destroyed.


    
      
         

      

      
        2

        
          

        

      

       

    


    
      	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 Vero:

            	
              Vero
                Management, L.L.C.

            
	 	 	
              936A
                Beachland Boulevard, Suite 13

            
	 	 	
              Vero
                Beach, FL 32963 

            
	 	 	
              Attn:
                Kevin R. Keating, Manager 

            
	 	 	 
	 	
              If
                to Client:

            	
              Catalyst
                Lighting Group, Inc.

            
	 	 	
              936A
                Beachland Boulevard, Suite 13

            
	 	 	
              Vero
                Beach, FL 32963

            
	 	 	
              Attn:
                Kevin R. Keating, 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 Client

            


    

    


    Client
      represents and warrants that:

    


    
      	 	
              a)

            	
              Client
                will cooperate fully and timely with Vero to enable Vero to perform
                the
                Services that may be rendered
                hereunder;

            


    

    


    
      	 	
              b)

            	
              Client
                has full power and authority to enter into this
                Agreement;

            


    

    


    
      	 	
              c)

            	
              The
                performance by Client 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 Client or
                any
                contractual obligation by which Client may be bound;
                and

            


    

    


    
      	 	
              d)

            	
              All
                information supplied to Vero by Client, shall be true and accurate
                and
                complete in all material respects, to the best of Client's
                knowledge.

            


    


    
      
         

      

      
        3

        
          

        

      

       

    


    
      	9.	
              Representations
                and Warranties of Vero

            


    

    


    Vero
      represents and warrants that:

    


    
      	 	
              a)

            	
              It
                has full power and authority to enter this
                Agreement;

            


    

    


    
      	 	
              b)

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

            


    

    


    
      	 	
              c)

            	
              It
                will use its best efforts to complete all 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 Florida, 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 Orlando, Florida,
      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.

    


    
      	11.	
              Miscellaneous

            


    

    


    
      	 	
              a)

            	
              No
                Waiver.
                No provision of this Agreement maybe waived except by agreement in
                writing
                signed by the waiving Party. 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
                Party.

            


    

    


    
      	 	
              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.

            


    

    


    
      	 	
              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.

            


    

     

    
      
         

      

      
        4

        
          

        

      

       

    

     

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

              


      

    

    


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

     

    
      	
              Vero
                Management, L.L.C. 

            	 	 	
              Catalyst
                Lighting Group, Inc. 

            
	 	 	 	 
	 	 	 	 
	
              By:
                /s/
                Kevin R. Keating

            	 	 	
              By:
                /s/
                Kevin R. Keating

            
	
              
                

              

              Kevin
                R. Keating, Manager

            	 	 	
              
                

              

              Kevin
                R. Keating, President

            
	
            	 	 	
            


    

     

    Agreed
      to
      by the Client’s Principal Shareholder:

     

    
      	
              KIG
                Investors I, LLC

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By: /s/
                Timothy J. Keating 

            	 	 	
            
	
              

              Timothy
                J. Keating, Manager

            	 	 	
            


    

     

    
      
         

      

      
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