HCFP/Brenner Securities, LLC
	 

	 
		888 Seventh Avenue, 17 Floor
	 

	 
		New York, N.Y.  10106
	 

	 
		

	 

	 
		

	 

	 
		As of February 1, 2007
	 

	 
		

	 

	 
		

	 

	 
		Juniper Content Corporation
	 

	 
		56 W. 45th Street – Suite 805
	 

	 
		New York, NY 10036
	 

	 
		

	 

	 
		Attention:
	 

	 
		Stuart B. Rekant 
	 

	 
		Chairman and Chief Executive Officer
	 

	 
		Re: General Advisory Agreement
	 

	 
		Gentlemen:
	 

	 
		This letter agreement (the “General Advisory Agreement” or this
		“Agreement”) will confirm the arrangements, terms and conditions
		pursuant to which HCFP/Brenner Securities, LLC (“Advisor” or
		“HCFP”) has been retained to serve as investment banker and financial
		advisor to Juniper Content Corporation (the “Company”) during the
		Term (as defined in Section 2 hereof). For good and valuable consideration, the
		receipt and sufficiency of which is hereby acknowledged, the undersigned hereby
		agree to the following terms and conditions:
	 

	 
		1.
	 

	 
		Duties of Advisor.  The Company
		retains HCFP as a non-exclusive financial advisor to provide to the Company
		when requested by the Company from time to time, during normal business hours,
		upon reasonable notice, advice concerning stockholder relations, including
		advice regarding the preparation of reports and other releases, long-term
		financial planning, corporate reorganization and expansion, capital structure,
		borrowings and other financial assistance.  These services shall be
		rendered by HCFP without any direct supervision by the Company and at such time
		and place and in such manner (whether by conference, telephone, letter or
		otherwise) as HCFP may reasonably determine.  HCFP shall make available
		such time as it, in its sole and reasonable discretion, shall deem appropriate
		for the performance of its obligations under this Agreement.
	 

	 
		2.
	 

	 
		Term.  The term of HCFP’s
		engagement hereunder shall be for a period of one year commencing on February
		1, 2007 (the “Term”); provided, however, that the Company may
		terminate this Agreement at any time if Mr. Ira Greenspan ceases to be actively
		involved in the day-to-day operations of HCFP.
	 

	 
		3.
	 

	 
		Compensation and Expense
		Reimbursement.
	 

	 
		(a)
	 

	 
		As compensation for the services rendered by HCFP hereunder, the Company
		shall pay HCFP a fee of One Hundred Sixty Five Thousand Dollars ($165,000)
		representing (i) Twenty Five Thousand Dollars ($25,000) per month for
		HCFP’s services during the first
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
		
	 

	 
	 
		

	 

	 
		

	 

	 
		three months of the Term and (ii) Ten Thousand Dollars ($10,000) per
		month for HCFP’s services during the remainder of the Term.  Upon
		execution of this Agreement, the Company shall pay to HCFP Seventy Five
		Thousand Dollars ($75,000), representing a non-refundable payment for the first
		three months fee.  The remaining fee shall be payable on a monthly basis
		(payable no later than the fifth calendar day of such month) in an amount equal
		to $10,000 per month, commencing on May 1, 2007 and ending on January 1, 2008.
	 

	 
		(b)
	 

	 
		HCFP shall be promptly reimbursed for all reasonably out-of-pocket
		expenses incurred in connection with its engagement hereunder; provided
		however, that HCFP shall not incur out-of-pocket expenses greater than $2,500
		in the aggregate without the prior approval of the Company.
	 

	 
		(c)
	 

	 
		The fees set forth herein shall be solely for the services set forth in
		paragraph 1 above and shall be in addition to (i) the fees payable to HCFP
		pursuant to the non-exclusive financial advisory agreement between the parties
		dated as of the date hereof (the “M&A Agreement”), the terms of
		which fees have been agreed to by the parties in the M&A Advisory Agreement
		or (ii) the fees that will be payable to HCFP for providing other services to
		the Company not specifically contemplated by Paragraph 1 of the M&A
		Agreement or Paragraph 1 of this Agreement, the terms of which additional fees
		shall be set forth in a separate written agreement between the parties prior to
		HCFP’s rendering of such services.  
	 

	 
		
	 

	 
		4.
	 

	 
		Indemnification.   The
		Company agrees to the indemnification and other agreements set forth in Exhibit
		A attached hereto, the provisions of which are incorporated by reference and
		shall survive the termination or expiration of this Agreement.
	 

	 
		5.
	 

	 
		Relationship.  Nothing herein
		shall constitute Advisor as an employee or agent of the Company, except to such
		extent as might hereinafter be agreed upon in writing for a particular purpose.
		 Except as might hereinafter be expressly agreed, Advisor shall not have
		the authority to obligate or commit the Company in any manner whatsoever.
	 

	 
		6.
	 

	 
		Confidentiality Relating to this
		Agreement.  Neither the Company nor HCFP shall disclose (except
		to its partners, accountants and attorneys), without specific consent from the
		other party, any information relating to this Agreement, or any financial
		advisory services provided by HCFP hereunder, including without limitation, the
		existence of this Agreement.
	 

	 
		7.
	 

	 
		Assignment.  This Agreement
		shall not be assignable by any party except to successors to all or
		substantially all of the business of either party for any reason whatsoever
		without the prior written consent of the other party, which consent may not be
		unreasonably withheld by the party whose consent is required.
	 

	 
		8.
	 

	 
		Survival.  The provisions set
		forth in Paragraphs 3, 4, 6 and 10, if applicable, shall survive any
		termination of Advisor or of this Agreement.
	 

	 
		9.
	 

	 
		Amendment.  This Agreement may
		not be amended or modified except in writing signed by each of the parties.
	 

	 
		
 

	 

	 
		

	 

	 
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		10.
	 

	 
		Governing Law.  This Agreement
		shall be deemed to have been made and delivered in New York City, and both this
		Agreement and the services contemplated hereby shall be governed as to
		validity, interpretation, construction, effect, and in all other respects by
		the internal laws of the State of New York.  Each of Advisor and the
		Company (a) agrees that any legal suit, action, or proceeding arising out of or
		relating to this Agreement and/or the transactions contemplated hereby shall be
		instituted exclusively in New York State Supreme Court, County of New York, or
		in the United States District Court for the Southern District of New York, (b)
		waives any objection which it may have now or hereafter to the venue of any
		such suit, action, or proceeding, and (c) irrevocably consents to the
		jurisdiction of the New York State Supreme Court, County of New York, and the
		United States District Court for the Southern District of New York in any such
		suit, action or proceeding.  Each of Advisor and the Company further
		agrees to accept and acknowledge service of any and all process which may be
		served in any such suit, action, or proceeding in the New York State Supreme
		Court, County of New York, or in the United States District Court for the
		Southern District of New York, and agrees that service of process upon the
		Company mailed by certified mail to the Company's address shall be deemed in
		every respect effective service of process upon the Company in any such suit,
		action or proceeding, and service of process upon Advisor mailed by certified
		mail to Advisor's address shall be deemed in every respect effective service of
		process upon Advisor in any such suit, action, or proceeding.
	 

	 
		HCFP is delighted to accept this engagement
		and looks forward to working with you.  Please confirm that the foregoing
		correctly sets forth our agreement by signing this enclosed duplicate of this
		letter in the space provided and returning it, together with a check made
		payable to HCFP in the amount of Seventy-Five Thousand Dollars ($75,000) in
		payment of the first three months fee payable under Paragraph 3(a) above,
		whereupon this letter shall constitute a binding agreement as of the date first
		above written.
	 

	 
		Very truly yours,
	 

	 
		

	 

	 
		HCFP/BRENNER SECURITIES, LLC
	 

	 
		

	 

	 
		

	 

	 
		By: /s/ Avi Lipsker
	 

	 
		Name: Avi Lipsker
	 

	 
		Title:   Managing Director
	 

	 
		

	 

	 
		AGREED AND ACCEPTED AS OF THE
	 

	 
		DATE FIRST ABOVE WRITTEN:
	 

	 
		

	 

	 
		

	 

	 
		JUNIPER CONTENT CORPORATION
	 

	 
		

	 

	 
		

	 

	 
		By: /s/ Stuart B. Rekant
	 

	 
		Name:  Stuart B. Rekant
	 

	 
		Title:     Chairman and Chief Executive Officer
	 

	 
		
 

	 

	 
		

	 

	 
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