ex_1009.htm


    
      

      

    

    
      EXHIBIT
        10.9

       

       

      NORTHSTAR
        INVESTMENTS. INC.

      5027
        RANDALL STREET

      SAN
        DIEGO. CALIFORNIA 92109

       

      March
        9,
        2007

       

      PocketFinder,
        LLC

      4999
        E.
        La Palma Avenue

      Anaheim,
        CA 92807

       

      Attention
        of David Morse, PhD., Chief Executive Officer

       

      Re:  Finders
        Fee Agreement

       

      This
        will
        letter is intended to set forth the terms of agreement by which this Northstar
        Investments, Inc., a California corporation (“Northstar”) will provide services
        to locate and introduce, potential investors to PocketFinder, LLC, a California
        limited liability company (“PocketFinder”).  The following are the
        specifics of this Agreement:

       

      Term.  The
        Agreement shall be deemed to have commenced on March 8, 2007, and shall continue
        in effect for one year, except as set forth herein.

       

      Investors.  With
        respect to each investor and associate or co-investor participating as a
        result
        of an introduction to PocketFinder by Northstar (each being an “Investor”), you
        have agreed to pay to Northstar finder’s fees calculated on the amount of cash
        and the t market value of any property the Investor makes available to
        PocketFinder as investment in equity or advances as debt or provides as a
        resource to PocketFinder (each being an “Investment”).

       

      Initial
        Investment.  Regardless of the form of Investment, PocketFinder
        agrees to pay Northstar 61⁄2% of the proceeds (or value) in cash upon closing said
        61⁄2% in the units of investment obtained by the Investor in PocketFinder for
        making the Investment.  Compensation shall be based upon the gross
        amount invested, before only deduction for expenses or offsets of any
        kind.  Payment will be made in cashiers check or wire upon Company’s
        receipt of funds.

       

      Subsequent
        Investment.  Should the Investor make any additional Investment in
        PocketFinder or any affiliate of PocketFinder after the initial investment
        is
        made and within three years of the Initial Investment, PocketFinder will
        compensate Northstar upon closing of the additional Investment with a fee
        of 61⁄2%
        of such additional funds (or value) then invested and 61⁄2% in the units of
        investment then issued to the Investor.

       

      Limitation
        of-Service.  This Agreement relates solely to Northstar’s services
        as a finder in introducing PocketFinder to prospective investors.  In
        the event an investment is made, there are no additional services that Northstar
        is required to perform to be entitled to the above
        compensation.  Northstar will not engage in any negotiations
        whatsoever on behalf of the 

       

      
        
           

        

        
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      NORTHSTAR
        INVESTMENTS. INC.

       

      PocketFinder,
        LLC

      March
        9,
        2007

      Page
        Two

       

      PocketFinder
        or any Investor.  Northstar will have no responsibility for, nor will
        Northstar make recommendations concerning, the terms, conditions or provisions
        of any agreement between PocketFinder and an Investor, including the manner
        or
        means of consummating the transaction.  PocketFinder acknowledges that
        Northstar is not a licensed securities dealer and that this Agreement is
        not
        intended to be for the purpose of buying, selling or trading
        securities.

       

      Miscellaneous.  This
        Agreement shall be binding upon both parties and their respective successors
        and
        permitted assigns.  This Agreement may be changed only by the written
        consent of both parties.  This Agreement may not be assigned by either
        party without the written consent of the other.  This Agreement is the
        entire agreement between the parties.  Should any legal proceeding be
        necessary to construe or enforce the provision of this Agreement, the prevailing
        party in such legal proceeding shall be entitled to recover all court costs,
        reasonable attorney fees and costs of enforcing or collecting any judgment
        awarded.  The judgment by are court of law that a particular section
        of this Agreement is illegal shall not affect the validity of the remaining
        provisions.  It is our intention that the laws of the State of
        California shall govern the validity of this Agreement.

       

      Please
        confirm that this letter adequately sets forth our agreement by signing in
        the
        space below on the enclosed copy of this later and returning it to the address
        on the letterhead above.  Northstar is delighted to accept this
        engagement and looks forward to introducing investors to
        Pocketfinder.

       

      Very
        truly yours.

       

      NORTHSTAR
        INVESTMENTS, INC,

       

      
        	 	 	 	 	 
	
                By:
                  /s/ Glenn A.
                  Busch

              	 	 	
                 

              	 
	
                Glenn
                  A.
                  Busch

              	 	 	
                 

              	 
	
                President

              	 	 	
                 

              	 


      

       

      Accepted
        and agreed as set forth above on March __, 2007

       

      POCKETFINDER,
        LLC,

      
         

        
          	 	 	 	 	 
	
                  By:
                    /s/ David
                    Morse

                	 	 	
                   

                	 
	
                  David
                    Morse,
                    PhD

                	 	 	
                   

                	 
	
                  Chief
                    Executive
                    Officer

                	 	 	
                   

                	 


        

         

         

         

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