Dawson James Consulting Agreement


    FINANCIAL
      ADVISORY AND CONSULTING AGREEMENT

     

      This
      Consulting Agreement (“Agreement”) is made and entered into this 16th day of
      March between 247 MGI Corp. (the “Company”), and Dawson James Securities, Inc.,
      a Florida Corporation (the “Consultant”).

     

    In
      consideration of and for the mutual promises and covenants contained herein,
      and
      for other good and valuable consideration (the receipt of which is hereby
      acknowledged) the parties hereto mutually agree and intend to be legally bound
      to the terms of this Agreement as follows:

     

    1. Purpose. 
      

    


    The
      Company hereby retains the Consultant during the term specified to render
      consulting advice to the Company relating to financial advisory services as
      set
      forth in Section 3 below, investment banking and merger/acquisition matters,
      upon the terms and conditions as set forth herein.

     

     2. Terms
      and Consideration. 

     

    (a)
      The
      term of this Agreement shall be for a period of Twelve (12) months commencing
      from the Effective Date of this Agreement (the “Engagement Period”), unless
      extended by mutual written agreement of the Company and the Consultant. 
The Company shall pay Consultant equity in the form of Two Million (2,000,000)
      shares of restricted common stock and One Million (1 million) five year term
      common stock purchase warrants exercisable at twenty-five cents (.25) with
      piggy-back registration rights. In the event the common shares underlying the
      warrants are not registered, then the warrants will have a cashless exercise
      feature. Cash compensation shall be $5,000 per month payable upon execution
      of
      this agreement.

    


    (b)
      Should the Company do any acquisition, merger, joint venture, or sale of
      substantially all of its assets (the “Transaction”) which is sourced through the
      Consultant, then Company shall execute with the Consultant an engagement letter
      related to any such Transaction, which shall include a 6% cash commission to
      Consultant and 6% common stock as is standard for the Consultant, in addition
      to
      any other fees as may be set forth herein..

    


    3. Financial
      Advisory Services of Consultant.

    


    Consultant,
      based on its review of the Company to date, believes that it may assist the
      Company by performing the financial advisory services related to a merger or
      sales of the company. The Company hereby acknowledges that Consultant will
      be
      using and relying on said information without independent verification and
      that
      Consultant assumes no responsibility for the accuracy and completeness of any
      information provided to it by the Company.  In performance of these duties,
      the Consultant shall provide the Company with the benefits of its best judgment
      and efforts.  It is understood and acknowledged by the parties that the
      value of the Consultant’s advice is not measurable in any quantitative manner,
      and that the Consultant shall not be obligated to spend any specific amount
      of
      time performing its duties hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Covenants
      of the Company.

    


    (a)
      The
      Company agrees that for a period of twelve months from the date hereof, it
      shall
      use the investment banking services of Consultant. Should the Consultant perform
      any services related to raising equity capital or debt on behalf of the Company,
      the Company will execute with the Consultant a Selling Agreement related to
      any
      such offering, which shall include a commission to Consultant and warrant
      coverage as is standard for the Consultant, in addition to any other fees as
      may
      be set forth herein.

    


    (b)
      If
      (but without any obligation to do so) at any time during the two (2) year period
      commencing on the issue date of securities to the Consultant as compensation,
      the Company, merged Company, or any equity based business combination proposes
      to register any of its common stock ("Registrable Securities") in connection
      with the public offering of such securities the Company shall, each such time,
      promptly give the Consultant written notice of such registration. Upon the
      written request of the Consultant given within twenty (20) days after receipt
      of
      such written notice from the Company, the Company shall cause to be registered
      all of the Registrable Securities that the Consultant has requested to be
      registered; and provided further, however, that the Registrable Securities
      shall
      be subject to restrictions on transfer for forty-five (45) days after the
      effective date of the subject registration statement. 

     

    5. Consultant’s
      Relationship with Others

    


    The
      Company acknowledges that the Consultant or its affiliates is in the business
      of
      providing financial, investment banking and merger/acquisition services and
      consulting advice (of all types contemplated by this Agreement) to others. 


     

    6. Confidential
      Information 

    


    In
      connection with the rendering of services hereunder, Consultant has been or
      will
      be furnished with confidential information concerning the Company including,
      but
      not limited to, financial statements and information, cost and expense data,
      production data, trade secrets, marketing and customer data, and such other
      information not generally obtained from public or published information or
      trade
      sources.  Such information shall be deemed “Confidential Material” and,
      except as specifically provided herein, shall not be disclosed by Consultant
      without prior written consent of the Company.  In the event Consultant is
      required by applicable law or legal process to disclose any of the Confidential
      Material, it is agreed that Consultant will deliver to the Company prompt notice
      of such requirement prior to disclosure of same to permit the Company to seek
      an
      appropriate protective order and/or waive compliance of this provision. 
If, in the absence of a protective order or receipt of written waiver,
      Consultant is nonetheless, in the written opinion of counsel, compelled to
      disclose any Confidential Material, Consultant may do so without liability
      hereunder provided that notice of such prospective disclosure is delivered
      to
      the Company prior to actual disclosure.  Following the termination of this
      Agreement and a written request by the Company, Consultant shall deliver to
      the
      Company all Confidential Material. This provision shall survive the termination
      of this Agreement for any reason.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              7.

            	
              Consultant’s
                Liability & Indemnification of Consultant by
                Company.  

            


    

    


    
      	 	
              In
                the absence of gross negligence or willful misconduct on the part
                of
                Consultant or Consultant’s material breach of this Agreement, Consultant
                shall not be liable to the Company or to any officer, director, employee,
                agent, representative, stockholder or creditor of the Company for
                any
                action or omission of Consultant or any of its officers, directors,
                employees, agents, representatives or stockholders in the course
                of, or in
                connection with, rendering or performing any services
                hereunder.   

            


    

     

    8. Termination.

     

    This
      Agreement may be terminated at any time during the Engagement Period by
      Consultant upon five (5) days prior written notice to the Company, in the event
      that Consultant becomes aware of (i) any change in the business or operations
      of
      the Company which Consultant reasonably believes may adversely affect
      Consultant’s ability to render the services contemplated hereunder, (ii) any
      material misrepresentation by the Company with respect to the business
      operations, assets, condition (financial or otherwise), results of operations
      or
      prospects of the Company, or (iii) any breach by the Company of its obligations
      under this Agreement, which remain uncured for a period of fifteen days after
      written notice of the breach is provided to the Company.

     

    This
      Agreement may be terminated by the Company at any time during the Engagement
      Period upon five (5) days prior written notice to the Consultant only in the
      event of a material breach by Consultant of its obligations hereunder, which
      breach remains uncured for a period of fifteen days after written notice of
      the
      breach is provided to Consultant. 

     

    In
      the
      event of termination (i) this Agreement shall become void, without liability
      on
      the part of either party or their affiliates, directors, officers or
      stockholders except as set forth in Section 7(a) above, and (ii) Consultant
      shall be entitled to reasonable expenses it has incurred pursuant to this
      Agreement up to the date of such termination that have yet to be reimbursed;
      and
      (iii) all provisions contained in section 6 above survive the
      termination.

     

    9. Expenses.

    


    The
      Company, subject to prior written approval by the Company for any amount in
      excess of $500, and upon receipt of appropriate supporting documentation, shall
      reimburse the Consultant and/or any other party retained by the Consultant,
      for
      any and all reasonable out-of-pocket expenses incurred in connection with
      services provided to

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    the
      Company including but not limited to legal, travel, lodging and meals,
      entertainment, postage, photocopying and long distance telephone expenses;
      provided, however, that the aggregate of such expenses shall not exceed $30,000
      without the Company's prior written consent. The Company shall reimburse the
      Consultant within 45 days of receipt of supporting documentation. The Company
      hereby acknowledges that unless otherwise specifically stated herein, that
      neither Consultant, nor its directors, employees or agents is responsible for
      any fees or commissions payable now or in the future to any finder or to any
      other financial or other advisor utilized or retained by the Company.  The
      Consultant acknowledges that as of the date of this Agreement, the Consultant
      is
      not due any funds from the Company.

     

    10. Sales
      or Distributions of Securities

    


    If
      the
      Consultant assists the Company in the sale or distribution of securities, the
      Consultant shall receive fees and other forms of compensation as agreed to
      by
      the Company and the Consultant.  Such public offering or private placement,
      undertaken by the Consultant on behalf of the Company, shall be subject to
      an
      additional agreement to be executed by the parties hereto at such time as is
      appropriate.

     

    11. Limitation
      Upon the Use of Advice and Services.

     

    (a)
       No
      person
      or entity, other than the Company or any of its subsidiaries or directors or
      officers of each of the foregoing, shall be entitled to make use of or rely
      upon
      the advice of the Consultant to be given hereunder, and the Company shall not
      transmit such advice to, or encourage or facilitate the use or reliance upon
      such advice by others without the prior consent of the Consultant.

     

    (b) Company
      hereby acknowledges that Consultant, for services rendered under this Agreement,
      makes no commitment whatsoever to recommend or advise its clients to purchase
      the securities of the Company.  Research reports that may be prepared by
      Consultant will, when and if prepared, be based solely on the merits, and
      independent judgment of analysts of the Consultant.

     

    (c) Company
      hereby acknowledges that Consultant, for services rendered under this Agreement,
      makes no commitment whatsoever to make a market in any of the Company’s
      securities on any stock exchange or in any electronic marketplace.  Any
      decision by Consultant to make a market in any of the Company’s securities shall
      be based solely on the independent judgment of Consultant’s traders and related
      supervisory personnel.

     

    (d) Use
      of
      the Consultant’s name in annual reports or any other report of the Company or
      releases by the Company require the prior approval of the Consultant unless
      the
      Company is required by law to include Consultant’s name in such annual reports,
      other report or release of the Company, in which event the Company shall furnish
      to Consultant copies of such annual reports or other reports or releases using
      Consultant’s name in advance of publication by the Company, its affiliates or
      assigns.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    12. Discretion.
      

    


    Nothing
      contained herein shall require the Company to enter into any transaction
      presented to it by Consultant, which decision shall be at the Company’s sole
      discretion.

     

    13. Severability. 
      

    


    Any
      term
      or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction.  If any provision of this Agreement is so broad as to
      be unenforceable, the provision shall be interpreted to be only so broad as
      is
      enforceable.

     

    14. Miscellaneous

     

    (a) Any
      notice or other communication between parties hereto shall be sufficiently
      given
      if sent by certified or registered mail, postage prepaid, or faxed and confirmed
      if to the Company, addressed to the Company at the address listed in the
      Preamble or if to the Consultant, addressed to Richard Aulicino, Dawson James
      Securities, 925 South Federal Highway, 6th
      Floor,
      Boca Raton, FL 33432.  Such notice or other communication shall be deemed
      to be given on the date of receipt.

     

    (b) If
      the
      Consultant shall cease to do business, the provisions hereof relating to duties
      of the Consultant and compensation by the Company as it applies to the
      Consultant shall thereupon cease to be in effect. 

     

    (c) This
      Agreement embodies the entire agreement and understanding between the Company
      and the Consultant and supersedes any and all negotiations, prior discussions
      and preliminary and prior agreements and understandings related to the central
      subject matter hereof.  

     

    (d) This
      agreement has been duly authorized, executed and delivered by and on behalf
      of
      the Company and the Consultant.

     

    (e) There
      is
      no relationship of partnership, agency, employment, franchise or joint venture
      between the parties.  Neither party has the authority to bind the other or
      incur any obligation on its behalf.

     

    (f)
      The
      Company hereby acknowledges that Consultant is not a fiduciary of the Company
      and that Consultant makes no representations or warranties regarding Company’s
      ability to secure financing, whether now or in the future.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (g) This
      Agreement and the rights hereunder may not be assigned by Company without the
      prior written consent of Consultant.  This Agreement may not be assigned by
      Consultant, in whole of in part, without prior consent of Company.  
This Agreement shall be binding upon and inure to the benefit of the parties
      and
      their respective successors, assigns and legal representatives.

    


    15. Governing
      Law. 

    


    This
      Letter of Intent shall be construed under the laws of the State of Florida
      , and
      shall inure to the benefit of, and be binding upon, the respective successors
      and assigns of the parties to this Letter of Intent. The parties agree that
      any
      action brought by any party against another party in connection with any rights
      or obligations arising out of this Letter of Intent shall be instituted properly
      in a federal or state court of competent jurisdiction with venue in the
      appropriate state court in and for Palm Beach County, Florida, or the United
      States District Court for the Southern District of Florida. A party to this
      Letter of Intent named in any action brought in connection with this Letter
      of
      Intent in any court outside of the above named designated county or district
      shall have the right to have the venue of said action changed to the above
      designated county or district or, if necessary, have the case dismissed,
      requiring the other party to refile such action in an appropriate court in
      the
      above designated county or federal district

    


      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      hereof.

     

    


    


    


    247
      MGI
      Inc.

     

     

    /s/:Matthew
      P. Dwyer

    Name:
      Matthew P. Dwyer

    Title:
      President

    


    


    Dawson
      James Securities

     

    


    /s/:Frank
      Salvatore 

    Name:
      Frank Salvatore 

    Title:
      Managing Partner 

     

     

     

     

    
      
        
        

      

      
        6