**Exhibit2.3**

**[Letterhead]**

August 28, 2006

Mr. Sherman McKinnissChairman, President & CEOROTONICS MANUFACTURING INC.17022 S. Figueroa St.Gardena, CA  90248

**Re:**                             Agreement for InvestmentBanking Services

Dear Mr. McKinniss:

This letter agreement (“Agreement”)confirms (a) the engagement of Berman Capital, LLC (“Berman Capital”) as thefinancial adviser on behalf of Rotonics Manufacturing Inc. (the “Company”) and(b) the compensation payable to Berman Capital as a result of the (i) sale ofthe Company as described herein, or (ii) sale of substantially all of theassets and business of the Company or (iii) other merger & acquisitionrelated transactions (each, a “Transaction”).

1.     Berman Capital has advised the Company onmatters relating to a possible Transaction, including general business andfinancial analysis and pricing; helped develop a plan to maximize thelikelihood of a Transaction occurring; assisted the Company in responding toexpressions of interest or offers relating to a possible Transaction, with duediligence reviews, with review of definitive documents and otherwise as theCompany has reasonably requested to facilitate a Transaction.

2.     In connection with such services and at therequest of the Company, Berman Capital previously contacted persons andcompanies, including Spell Capital Partners, LLC, which Berman Capitalidentified as having a potential interest in and capacity for completing aTransaction (“Berman Capital Candidates”), as well as, at the request of theCompany, potential Transaction candidates identified by the Company.  The Company and affiliates of Spell CapitalPartners (“Buyer”) are entering into a Merger Agreement regarding aTransaction.

3.     Berman Capital’s engagement is exclusive,and the Company and its officers and directors shall refrain from engaging orauthorizing any third parties to represent it or them with respect to anyTransaction in the capacity of a finder, broker or investment banker during theTerm; provided that the Company or its Board of Directors or any committee ofthe Board may  retain an additionalfinancial advisor to render a fairness opinion with respect to a specificTransaction.

4.     Berman Capital shall be compensated asfollows:

4.1   A non-refundable retainer of Ten Thousanddollars ($10,000) as a minimum fee payable in advance.  Berman Capital shall credit 100% of theretainer amount against the Success Fee mentioned below, when and if earned.

4.2   If the Company first brings the identity ofthe ultimate purchaser in a Transaction to the attention of Berman Capital, theSuccess Fee shall be reduced by 25%.

4.3   A success fee (the “Success Fee”) equal to1.33% of the Consideration paid to acquire the Company and/or its assets andbusiness in a Transaction shall be paid to Berman Capital.  “Consideration” shall mean the value of all(a) cash; (b) notes, securities and other property, valued at their fair marketvalue; (c) if the Transaction is a sale of substantially all the assets andbusiness of the Company, liabilities (i) repaid or retired by the purchasers inconnection with a Transaction or (ii) assumed by the purchasers in connectionwith a Transaction; (d) installment payments; (e) contingent payments(whether or not related to future earnings or operations); and (f) royalties.  Consideration shall not include any paymentsto employees, directors or agents of any party to the Transaction other thanamounts provided for securities held by such persons on the same basis as isgenerally

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provided to othersecurity holders in the Transaction. Assuming the successful completion of theTransaction with Buyer, Berman Capital shall be paid a Success Fee of$352,480.00.

4.4   The Success Fee shall be payable if, duringthe period which Berman Capital is engaged by the Company (the “Term”), aTransaction is effected (a) with any of the Berman Capital Candidates; or (b)with any other purchaser or purchasers with which Berman Capital participatedin negotiations, at the request of the Company, during the Term.  In the event that a Transaction is effectedwith any Berman Capital Candidate (per sections 2 and 4.4(a) above) or anyother purchaser (per section 4.4(b) above) during the 6 month period commencingon the expiration of the Term, then the Success Fee shall be reduced by 50%.

4.5   If the Consideration is payable in whole orin part over time, in installments, or on a contingent or earn out basis, thenthe Success Fee shall be payable as the applicable percentage of each actualcash payment received, when and as received.

4.6   If the Consideration is payable in part incash or equivalent and in part in kind, or entirely in kind, then BermanCapital shall be entitled to the applicable percentage of the in kind paymentor payments, when and as received.

4.7   Berman Capital shall pay its own out ofpocket expenses in connection with its activities on behalf of the Company,except that the Company shall reimburse Berman Capital for reasonable travelexpenses approved in advance.

5.     In advising the Company and in completingits engagement hereunder, Berman Capital may use and rely upon publiclyavailable information and on data and other information furnished to BermanCapital by the Company and other parties, without independent verification.

6.     The Company and Berman Capital agree to thefollowing indemnification provisions:

6.1   The Company will indemnify and hold harmlessBerman Capital and its respective officers, employees, directors, controllingpersons, agents, and independent contractors from and against any and allactual and verifiable losses, claims, damages, expenses, causes of action, andliabilities (including legal fees and other expenses reasonably incurred) whicheither or both may suffer or incur in connection with this engagement;provided, however, that the Company shall have no liability hereunder to theextent that any such loss, claim, damage or liability shall have been found bya final judgment in a court of competent jurisdiction to have resulted from thegross negligence or willful misconduct of Berman Capital in performing itsobligations under this Agreement.

6.2   Berman Capital will indemnify and holdharmless the Company and its respective officers, employees, directors, andshareholders harmless from and against any and all actual and verifiablelosses, claims, damages, expenses, causes of action, and liabilities (includinglegal fees and other expenses reasonably incurred) which either or both maysuffer or incur as a result or in connection with this engagement, provided,however, that Berman Capital shall have no liability hereunder to either to theextent that any such loss, claim, damage or liability shall have been found bya final judgment in a court of competent jurisdiction to have resulted from thegross negligence or willful misconduct of the Company’s or its respectiveofficers, employees, directors, or shareholders in performing its obligationsunder this Agreement.

7.     The Term of this engagement shall extendthrough the earliest of (a) the last day of the 12th full calendar monthfollowing the date of this Agreement; (b) an earlier date to which the partiesmay agree by mutual consent at any time; and (c) 15 days following writtennotice of termination sent from either party. The Company agrees to notify Berman Capital promptly of the closing ofany Transaction that occurs within 6 months following the termination of thisAgreement.  Apart from any Success Fee towhich Berman Capital may be entitled, neither party shall have any continuingliability or obligation to the other except for the indemnification obligationsin Section 6 and any obligations under any separate Confidentiality Agreementwhich Berman Capital may execute in favor of the Company, the terms of both ofwhich shall survive any termination hereunder. The Term of this engagement may be extended upon mutual consent of theparties.

8.     Upon the successful completion of aTransaction, Berman Capital with Company approval may reference its engagementon behalf of the Company in its normal tombstone advertising and otherwise inaccordance with standard industry practice.

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9.      All controversies and questions relatingto this Agreement shall be finally resolved by binding arbitration in SanFrancisco, California in accordance with the laws of the State of California,without regard to conflicts of laws principles, by a panel of three neutralarbitrators, one of whom shall be a business attorney and each of whom shallhave prior experience with the purchase, financing and sale of businesses.  The arbitration shall be conducted by theAmerican Arbitration Association in accordance with its Commercial ArbitrationRules.  Each party will be responsiblefor their own attorneys’ fees and costs.

Please confirm that theforegoing is in accordance with your understanding as well as that of theCompany’s Board of Directors by signing in the space provided below andreturning an executed original to our offices. We look forward to working with you on this project.
|                               |                          | Sincerely,           |
|------------------------------------|-------------------------------|----------------------|
|                               |                          |                 |
|                               |                          | /s/ Marc L.  Berman  |   |
|                               |                          |                 |
|                               |                          | Marc L. Berman       |
|                               |                          | BERMAN CAPITAL,  LLC |
|                               |                          |                 |
| The foregoing is  hereby accepted. |                          |                 |
|                               |                          |                 |
| Rotonics  Manufacturing Inc.       |                          |                 |
|                               |                          |                 |
| By                                 | /s/ Sherman  McKinniss        |                 |   |   |
|                               | Sherman McKinniss             |                 |   |
|                               | Chairman, President & CEO |                 |   |
|                                    |                               |                      |  |  |  |

 

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