EXHIBIT 10.16

[GRAPHIC OMITTED]
Phoenix Ventures
427 River View Plaza ~ Trenton, NJ 08611
Phone (609)-656-0800 ~ Fax (609)-656-0869




November 10, 2005

Louis Pardo

RE:  Engagement of Phoenix Ventures, LLP

Dear Louis:

     Thank  you  for  considering  Phoenix  Ventures  (hereinafter,  "We" or the
"Firm") as your business development and public/government relations consultant.
As such, Phoenix Ventures would provide to Poseidis  (hereinafter the "Company")
with a variety of services  including,  but not limited to the  following  items
listed  below.  If such terms listed  below are  acceptable,  this letter,  when
signed by you and  returned to the Firm,  shall  constitute  an  agreement  (the
"Agreement") between Poseidis and Phoenix.


     1.   Business Development

Phoenix  Ventures  would  provide  assistance  in any "meet and greets" with any
corporation the Company would like to meet for purposes of business  development
and for future  expansion.  Phoenix  Ventures  will also  introduce  Poseidis to
licensed NASD member firms for the purpose of  increasing  knowledge of Poseidis
products,  services  and  strategic  business  objectives  within  the  business
community.  Phoenix  Ventures,  in full  compliance  with both federal and state
securities  laws,  will organize  conference  calls,  "meet and greets" and make
presentations  on behalf of the  Company  with NASD  member  firms and  selected
high-net worth accredited investors. The Firm will coordinate and follow through
with leads, consultant services, meetings, presentations, calls etc. and provide
general project  management of the capital  procurement  process.  The Firm will
also assist in reviewing capital term sheets and other  offers/opportunities  as
they arise.  With respect to The Firm's investor  relation  services,  please be
advised that Phoenix Ventures will not in any way be compensated  based upon the
Company's  performance  in the  securities  markets or through  introducing  the
Company to sources of public or private equity or debt financings.


     2.   Marketing

Phoenix Ventures will play an active role in the planning and  implementation of
a strategic  marketing plan for both, the role out of the Company and the launch
of new  product  lines.  Phoenix  Ventures  will  assist in the  development  of
marketing  plans  for each  product  line  launched,  give  advice  to  Poseidis
executives on marketing and  advertising  initiatives and help to coordinate the
process.  We will also  advise  on timing  decisions  insuring  integration  and
consistency with overall Company business and operating plans.

Phoenix  Ventures  will develop a strategy to increase  initial  stock value and
future  values by working  with media firms and outlets to develop a media blitz
on Poseidis.  The goal of the plan would be to properly time media announcements
and events with the company's  merger and the initial  capital raise, as well as
to reach as many of our target consumers and investors with a significant number
of media hits.



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Phoenix  Ventures  will help to  identify  distribution  networks  in the United
States and abroad and arrange  the  necessary  meet and  greets,  presentations,
negotiations, etc. in order to advance the sales of Poseidis products.

Phoenix  Ventures  will  continue to provide  marketing  services  and advice as
required to help Poseidis meet its business plan goals.


     3.   Public Relations

Phoenix  Ventures would provide a total public and community  relations  program
for Poseidis.  The `firm' will create, plan, coordinate and conduct on behalf of
the Company  press  releases,  press  events,  editorial  meetings and community
events as necessary and as part of an ongoing  program  designed to build public
awareness and to provide positive image building  information  about the Company
and its products.  The Firm will also keep stock holders and investors  informed
through  special  publications.  Phoenix  Ventures will publish a newsletter and
special  bulletins  designed  specifically  for those with special  interests in
Poseidis' products and business ventures. Phoenix Ventures will also assist with
any event  planning and  production  designed to promote the Company and Company
products.


     4.   Economic Development grant/ loan preparation and administration

Phoenix Ventures has existing working  relationships with many Federal and State
agencies,  including but not limited to the New Jersey State Treasurer's Office,
the New  Jersey  Department  of  Labor,  the  New  Jersey  Economic  Development
Authority,  and the New Jersey Department of Community  Affairs.  The goal is to
assist  Poseidis in securing  grant  monies,  loans,  loan  guarantees  or other
financial  assistance  from  government  agencies  to support the Company in the
timely execution of their business plan.



     5.   Community Economic Development Programs

Phoenix  Ventures will provide  assistance to Poseidis by  identifying  possible
locations for  operations.  Phoenix will evaluate  community  interest,  arrange
introductions,  assess incentives,  determine the opportunity for public finance
assistance,  identify tax impacts or incentives  and  coordinate for the company
various economic  development  programs as they relate to the company's business
plans.


     6.   BIEP Grants

Once Poseidis  identifies  possible  locations for its base operations,  Phoenix
will submit a BIEP grant  application to the NJEDA for any and all NJ locations.
Phoenix  will  coordinate  and  monitor  the  application  process,  arrange for
meetings with NJEDA  officials  when  necessary and represent the company in all
matters pursuant to the successful completion of the grant process.


     7.   NJ Department of Labor Training Grants

Phoenix will assist Poseidis in obtaining NJDOL training  grants.  The goal will
be to secure grant monies for the hiring of outside  training  consultants,  the
reimbursement  of current  employee  trainer's  for their time spent in training
existing and prospective employees of the Company,  along with the reimbursement
of the  Company for time spent by  designated  employees  in  approved  training
programs.



<PAGE>



     8.   Government and legislative affairs representation

Phoenix Ventures will continuously  monitor reports of any legislative  activity
which may potentially  impact Poseidis.  The Firm will provide assistance in any
"meet and greets" with agencies and/or government officials the Company may wish
to meet for purposes of business development,  permitting requirements,  license
requirements,  etc. The Firm's goal is to represent the Company legislatively on
economic  development  and business  issues that could  positively  or adversely
affect the Company.


     It is agreed that Poseidis retains the Firm for representation for a period
of one (1) year,  such term of  service  beginning  December  1, 2005 and ending
November 30, 2006.

     Phoenix  Ventures will be compensated  for such services  $4,000 per month.
This amount does not include any other fee Phoenix  Ventures earns from Poseidis
for any other  specifically  agreed upon project,  grant  application or fee for
service work. Poseidis will also pay reasonable  expenses for travel,  messenger
services  or other  mutually  agreed upon  expenses  incurred by the Firm on its
behalf.  The Firm will  provide an  invoice  at the end of each month  detailing
expenses incurred.

     In  addition,  with  respect  to any funds or grant  monies  that  Poseidis
receives through the efforts of Phoenix  Ventures other than those  specifically
excluded above Phoenix  Ventures will be compensated in an amount equal to 4% of
such  funds or grant  monies  ("Compensation  Fee"),  as and when such funds are
received by Poseidis.  In the event that this  Agreement is terminated by either
party,  and Poseidis  receives federal or state grant monies or other funds as a
result of  applications  worked on by  Phoenix  on  behalf of the  Company,  the
Company is still responsible for the payment of Compensation Fee.

     The Firm agrees that all  information  provided by Poseidis to the Firm, at
all times shall remain, confidential.

     After a six (6) month  period,  the Firm and Poseidis  will review its time
and activity, and make any contractual adjustments accordingly.

     After the six (6) month period described above, either the Firm or Poseidis
may cancel this  Agreement  without cause with 30 days' prior written  notice to
the other party.

     If this Agreement is consistent with your  understanding  of our agreement,
we would  appreciate you signing two copies of this retainer where indicated and
returning one copy to the Firm. The other copy is for your records.

     Phoenix Ventures thanks you for the opportunity to be of service to you and
looks forward to a successful business venture with Poseidis.


AGREED TO AND ACCEPTED THIS 10th DAY OF NOVEMBER, 2005:


POSEIDIS

By:  /s/ Louis Pardo
--------------------------------
Louis Pardo
C.E.O.


PHOENIX VENTURES

By:  /s/ Robert D. Prunetti
--------------------------------
Robert D. Prunetti
President