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:  Merger and Acquisition Advisory Agreement
	 

	 
		Gentlemen:
	 

	 
		This letter agreement (the “Merger and Acquisition Advisory
		Agreement” or “M&A Agreement”) will confirm the
		arrangements, terms and conditions pursuant to which HCFP/Brenner Securities,
		LLC (“Advisor” or “HCFP”) has been retained to serve as the
		non-exclusive financial advisor to Juniper Content Corporation (the
		“Company”) in connection with proposed Transactions (as defined in
		Paragraph 3 below) during the Term (as defined in Paragraph 2 below).  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 its non-exclusive merger and acquisition advisor with
		respect to proposed Transactions pursuant to which HCFP will (i) perform a
		financial analysis of any entity targeted by the Company in a proposed
		Transaction (a "Target"); (ii) counsel the Company as to strategy and tactics
		for negotiating with the Target and, if requested by the Company, participate
		in negotiations with the Target with respect to, among other things, the
		definitive agreement with Target with respect to the Transaction
		(“Transaction Agreement”); and (iii) assist and advise the Company
		with respect to the pricing, financing, form and structure of any Transaction,
		all when requested by the Company from time to time, during normal business
		hours and upon reasonable notice.  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 M&A Agreement.
	 

	 
		2.
	 

	 
		Term.  The term of
		HCFP’s engagement hereunder shall be for a period of one year (or such
		longer period as may be agreed to by the parties in writing from time to time)
		commencing on February 1, 2007 (the “Term”).  The "Residual
		Period" shall extend for twelve months after the date of the expiration of the
		Term.  Notwithstanding anything to the contrary contained herein, (i) the
		Term shall end prior to January 31, 2008 if and on such date that Mr. Ira
		Greenspan ceases to be actively involved in the day-to-day operations of HCFP
		(“Early Termination Date”); (ii) there shall be no “residual
		Period” in the event of such earlier
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		termination, except with respect to any and all Transactions for which
		the Company has executed a Transaction Agreement prior to the Early Termination
		Date; and (iii) the provisions concerning confidentiality, indemnification and
		the Company's obligations to pay fees and reimburse expenses contained herein
		and in the Indemnification Provisions (as hereinafter defined) shall survive
		the expiration of this Agreement.
	 

	 
		3.
	 

	 
		Definitions. For the purposes
		of this M&A Agreement:
	 

	 
		(a)
	 

	 
		The "Company" shall mean the Company and, where appropriate, its
		affiliates, and any entity formed by the Company for purposes of effecting a
		Transaction.
	 

	 
		(b)
	 

	 
		"Transactions" means any transaction, transactions or series of related
		transactions which results, directly or indirectly, in the transfer to the
		Company of control of, or a material interest in another entity, or the merger
		of the Company with another entity, or Transaction shall mean any transaction
		or series of related transactions which result in obtaining a strategic partner
		for the Company, the strategic merger or combination of the Company, or sale of
		substantially all of the assets or stock of the Company; provided, however,
		that Transactions shall include only those transactions on which the
		Company seeks Advisor’s assistance.
	 

	 
		(c)
	 

	 
		The "Transaction Date" means the date of the closing of a Transaction.
	 

	 
		(d)
	 

	 
		"Consideration" means the aggregate value, whether in cash, securities or
		other property, paid or payable directly or indirectly (in escrow or otherwise)
		in connection with a Transaction, including the amount of indebtedness for
		borrowed money assumed by the Company.  If any part of the Consideration
		payable in a Transaction are contingent payments to be calculated by reference
		to uncertain future occurrences, such as future financial or business
		performance, then any fees of HCFP relating to such consideration shall be
		payable to HCFP upon the payment of such Consideration.
	 

	 
		4.
	 

	 
		Compensation and Expense
		Reimbursement.  As compensation for the services rendered by
		HCFP hereunder, the Company shall pay to HCFP the following:
	 

	 
		(a)
	 

	 
		Upon execution of this M&A Agreement, the Company shall pay to HCFP a
		non-refundable payment of Seventy Five Thousand Dollars ($75,000) (the
		"Non-Refundable Fee").  Up to 50% of the Non-Refundable Fee (the
		“Potentially Deductible Fee”) may be deducted from the Transaction
		Fees (defined below) payable to HCFP pursuant to paragraph 4(b) below, at the
		rate of Twelve Thousand Five Hundred Dollars ($12,500) per each of the first
		three Transactions consummated.  The balance of the Non-Refundable Fee
		and, in the event that less than three Transactions for which Transaction Fees
		are payable to HCFP hereunder are consummated, that portion of the Potentially
		Deductible Fee that is not deducted from Transaction Fees in accordance with
		the foregoing, will be kept by HCFP to compensate it for its time and effort in
		providing services hereunder.
	 

	 
		(b)
	 

	 
		For each Transaction that is consummated: (i) during the Term; or (ii)
		during the Residual Period, then the Company shall pay to HCFP, in accordance
		with the formula set forth below, a transaction fee (the "Transaction Fee")
		based on the Consideration paid or payable in such Transaction.  The
		Transaction Fee to be paid to HCFP will be paid on the Transaction Date, by
		certified check, in the following amounts:
	 

	 
		
 

	 

	 
		

	 

	 
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		·
	 

	 
		5% of the first $5.0 million of the
		Consideration;
	 

	 
		·
	 

	 
		4% of the Consideration in excess of $5.0
		million and up to $6.0 million;
	 

	 
		·
	 

	 
		3% of the Consideration in excess of $6.0
		million and up to $7.0 million;
	 

	 
		·
	 

	 
		2% of the Consideration in excess of $7.0
		million and up to $8.0 million; and
	 

	 
		·
	 

	 
		1% of any Consideration in excess of $8.0
		million.
	 

	 
		(c)
	 

	 
		HCFP shall be promptly reimbursed upon request from time to time for all
		reasonable out-of-pocket expenses incurred by it in connection with the
		rendering of services 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.
	 

	 
		(d)
	 

	 
		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 “General Advisory Agreement”), the
		terms of which fees have been agreed to by the parties in the General Advisory
		Agreement, (ii) the fees that will be payable to HCFP with respect to a
		Transaction Financing (defined below), as set forth in Paragraph 5 below, (iii)
		fees payable in the event the Company requests HCFP to provide a fairness
		opinion in connection with a Transaction the terms of which additional fees
		shall be set forth in a separate written agreement between the parties prior to
		HCFP’s rendering of an opinion, or (iv) providing other services to the
		Company not specifically contemplated by Paragraph 1 of this M&A Agreement
		or Paragraph 1 of the General Advisory 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.  
	 

	 
		5.
	 

	 
		Transaction Financing.  During
		the Term, HCFP shall have the right (“Management Right”) to serve as
		managing underwriter, managing placement agent or managing arranger for any
		financing to be undertaken in connection with any Transaction by the Company or
		any subsidiary or successor of the Company with aggregate gross proceeds of
		less than $25,000,000 (each, a “Proposed Financing”) on terms then
		competitive in the market for transactions of such type.  For any
		financing for which HCFP would be entitled to the Management Right but for the
		fact that its gross proceeds are $25 million or more, HCFP shall be entitled to
		(i) act as a co-managing underwriter, co-managing agent or co-managing arranger
		for such financing (“Co-Manager”) or at such other level as HCFP
		shall reasonably elect and (ii) assist the Company in identifying, selecting
		and negotiating with the lead underwriter, agent or arranger for such
		financing.
	 

	 
		6.
	 

	 
		Information.  The Company
		shall furnish, or cause to be furnished, to HCFP all information requested by
		HCFP for the purpose of rendering services hereunder (the "Information").
		 The Company recognizes and confirms that HCFP: (i) will use and rely on
		the Information and on information available from generally recognized public
		sources in performing the services contemplated by this M&A Agreement
		without having independently verified the same; (ii) does not assume
		responsibility for the accuracy or completeness of the Information and such
		other information; and (iii) will not make an appraisal of any of the assets
	 

	 
		
 

	 

	 
		

	 

	 
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		or liabilities of any of the Targets.  HCFP shall keep the
		Information confidential and not disclose same without the Company’s
		consent, except as may be required by law.
	 

	 
		7.
	 

	 
		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 M&A
		Agreement.
	 

	 
		8.
	 

	 
		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.
	 

	 
		9.
	 

	 
		Confidentiality.  Except
		as required by law, neither the Company nor HCFP shall disclose (except to
		their respective accountants and attorneys), without specific consent from the
		other party, any information relating to this M&A Agreement, or any
		financial advisory services provided by HCFP hereunder, including without
		limitation, the existence of this M&A Agreement.  Any advice rendered
		by HCFP pursuant to its engagement hereunder shall also be treated as
		confidential by the Company and any party to whom the Company discloses such
		advice, and shall not be disclosed publicly in any manner without the prior
		written consent of HCFP.  Without prior consultation with HCFP, the
		Company shall not make any legally required disclosure of such advice nor make
		any legally required public announcement or filing in which HCFP's name
		appears.
	 

	 
		10.
	 

	 
		Assignment.  This M&A
		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.
	 

	 
		11.
	 

	 
		Severability.  If any
		term, provision, covenant or restriction contained in this M&A Agreement,
		including Exhibit A hereto, is held by a court of competent jurisdiction or
		other authority to be invalid, unenforceable or against its regulatory policy,
		the remainder of the terms, provisions, covenants and restrictions contained in
		this M&A Agreement shall remain in full force and effect and shall in no
		way be affected, impaired or invalidated
	 

	 
		12.
	 

	 
		Survival.  The provisions
		set forth in Paragraphs 4, 5, 6, 7, 9 and 14, if applicable, shall survive any
		termination of Advisor or of this M&A Agreement.
	 

	 
		13.
	 

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

	 
		14.
	 

	 
		Governing Law.  This
		M&A Agreement shall be deemed to have been made and delivered in New York
		City, and both this M&A 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 M&A 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
	 

	 
		
 

	 

	 
		

	 

	 
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		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 the 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
		Non-Refundable Fee in accordance with the provisions of Paragraph 4(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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