EXHIBIT 10.22


                           ASCENDIANT SECURITIES, LLC
          18881 Von Karman Avenue, Suite 1630, Irvine, California 92612
         Tel: (949) 756-1010 | Fax: (949) 756-1090 | www.ascendiant.com
                                Member NASD/SIPC

                                                              [Logo]

March 15, 2006


Mr. Jerry W. Grizzle                                 (Sent via Electronic Mail)
Chairman, President and Chief Executive Officer
AMS Health Sciences, Inc.
711 NE 39th Street
Oklahoma City, OK 73105

Dear Jerry,

Thank you for the opportunity to work with you and your company, AMS Health
Services, Inc.

This letter agreement (the "Agreement") confirms that AMS Health Services, Inc.
("Client") has engaged Ascendiant Securities, LLC ("Ascendiant") to act on a
best efforts basis as financial advisor and non-exclusive placement agent for
the Client in connection with the structuring, issuance, and sale (the
"Transaction(s)") of debt and/or equity securities (the "Securities") for
financing purposes. Ascendiant Securities, LLC is an investment banking firm
registered as a broker-dealer with the U.S. Securities and Exchange Commission
(SEC), and member of the NASD and SIPC.

Accordingly, we mutually agree as follows:

1.   Transactions. Ascendiant anticipates one or more Transactions, involving
     the sale of the Client's Securities to institutional and/or accredited
     investors ("Investor" or "Investors"). The actual terms and structure of
     each Transaction will depend on market conditions and will be subject to
     negotiation between the Client and Ascendiant and prospective Investors.

2.   Engagement. In connection herewith, Ascendiant shall provide the following
     financial advisory and placement agent services on a best efforts basis to
     the Client:

     a.   advise the Client with respect to the form and structure of each
          Transaction;

     b.   assist the Client in developing any necessary materials;

     c.   identify and make contact with prospective Investors;

     d.   assist the Client in conducting presentations and due diligence
          meetings with prospective Investors; and

     e.   provide such other financial advisory and investment banking services
          as are reasonably necessary to consummate each Transaction.

Ascendiant shall devote such time and efforts to the affairs of the Client as is
reasonably necessary to render the services contemplated by this Agreement. Any
work or task of Ascendiant provided for herein which requires Client to provide
certain information to assist Ascendiant in completion of the work shall be
excused (without effect upon any obligation of Client) until such time as Client
has fully provided all information and cooperation necessary for Ascendiant to
complete the work. The services of Ascendiant shall not include the rendering of
any legal opinions or the performance of any work that is in the ordinary
purview of a certified public accountant.

It is expressly understood and agreed that Ascendiant shall have no power to
bind Client to any Transaction or contract obligation. Client shall have the
right to refuse any Transaction proposal presented to it without incurring any
obligations to Ascendiant. However, if and when an Ascendiant term sheet is
signed by the Client, this Agreement shall become exclusive and in effect, and
any and all financing from any investors is accepted by Client during the ninety
(90) period following the signing of the term sheet, whether or not that occurs
during the term of this Agreement, shall trigger the Success Fee and Warrants as
described in Sections 3 and 4.

It is understood and agreed that the execution of this Agreement shall not be
deemed or construed as obligating Ascendiant to purchase any of the Securities
and there is no obligation on the part of Ascendiant to place the Securities.
Although Ascendiant cannot guarantee results on behalf of the Client, it shall
use its best efforts to provide the services listed above.

3.   Success Fee. Client agrees that should Client accept and complete any
     Transaction(s), which includes without limitation proceeds from any common
     stock offerings, convertible debt or equity securities, additional
     investment rights, block trade transactions, or exercise of associated
     warrants or options ("Securities") from any Investors introduced by
     Ascendiant during the term of this Agreement, which is defined in Section 6
     below, or if Client should for a period of thirty-six (36) months following
     the termination of this Agreement (including extensions) accept financing
     from any Investors introduced, or contacted on Client's behalf, by
     Ascendiant, there shall become due and payable via wire transfer to
     Ascendiant immediately upon consummation of each Transaction, a cash fee
     equal to eight percent (8%) of the gross proceeds from the sale of
     Securities. Should Ascendiant not be paid within five (5) business days
     after the completion of a Transaction, a service charge shall accrue from
     the date of the Transaction at the rate of 1.5% per month.

4.   Warrants. Client agrees that should Client accept and complete any
     Transaction(s) which includes proceeds from any common stock offerings
     and/or convertible debt or equity securities, or completion of a Securities
     transaction as provided in Section 3 above, from any Investors introduced
     by Ascendiant during the term of this Agreement, which is defined in
     Section 6 below, or if Client should for a period of thirty-six (36) months
     following the termination of this Agreement (including extensions) accept
     financing from any Investors introduced, or previously contacted on
     Client's behalf, by Ascendiant, there shall become due and payable to
     Ascendiant warrants for the purchase of an amount equal to eight percent
     (8%) of the Securities issuable in connection with the Transaction. The
     warrants shall be exercisable into common stock, and will have a term
     consistent with the warrants issued to the Investors with an exercise price
     equal to the closing bid price on the date of the Transaction. The warrants
     shall contain piggyback registration rights and a net exercise provision.

5.   Expenses. If the Client requests that Ascendiant travel outside of Southern
     California to perform the services described herein, whether or not a
     Transaction is consummated, Client shall reimburse Ascendiant for
     travel-related expenses and payment shall be made within seven (7) days of
     invoice. The Client agrees that it will engage its legal counsel at its own
     expense to assist in the preparation of any legal documents or definitive
     agreements deemed necessary to facilitate the Transaction(s) contemplated
     herein.

6.   Term. The term of this Agreement shall be six (6) months from the date of
     Client's execution of this Agreement. Additional extensions may be
     negotiated as necessary at the mutual written consent of the Client and
     Ascendiant. Should Ascendiant successfully complete a Transaction
     generating gross proceeds to Client of $1,500,000 or more, Client agrees to
     extend this Agreement for twelve (12) months from the date of the
     Transaction, with Ascendiant serving as Client's exclusive placement agent
     with respect to institutional equity funds managed by groups domiciled in
     the United States. Upon the completion of the Transaction referenced herein
     generating gross proceeds to Client of $1,500,000 or more, Client shall,
     within three business days of the Transaction, issue to Ascendiant 250,000
     shares of Client's restricted common stock Said shares shall be included in
     the registration statement to be filed in connection with the Transaction
     referenced herein.

7.   Representations, Warranties, and Indemnification. Each of Ascendiant and
     Client represents and warrants to each other that this Agreement has been
     duly authorized, executed and delivered by it; and, assuming the due
     execution by the other party, constitutes a legal, valid and binding
     agreement of it, enforceable against it in accordance with its terms. Each
     of Ascendiant and Client agrees to comply with all applicable securities
     laws, and the Client will disclose to Ascendiant all information necessary
     for Ascendiant to act upon Client's request and to notify Ascendiant
     promptly of any material changes to such information. Client hereby
     represents that it shall notify Ascendiant within three (3) business days
     of the completion of any Securities Transaction(s) occurring during the
     term of this Agreement and/or involving Investors introduced by Ascendiant.
     Additionally, each of the Client and Ascendiant agrees to indemnify the
     other and the other's affiliates in accordance with the terms and
     conditions contained in Exhibit A to this Agreement.

8.   Confidentiality. Ascendiant and Client each agree to keep confidential and
     provide reasonable security measures to keep confidential information where
     release may be detrimental to their respective business interests.
     Ascendiant and Client shall each require their employees, agents,
     affiliates, other licensees, and others who will have access to the
     information through Ascendiant and Client respectively, to abide by the
     confidentiality provisions contemplated by this Agreement in perpetuity.
     Ascendiant will not, either during its engagement by the Client pursuant to
     this Agreement or at any time thereafter, disclose, use or make known for
     its or another's benefit any confidential information, knowledge, or data
     of the Client or any of its affiliates in any way acquired or used by
     Ascendiant during its engagement by the Client. Confidential information,
     knowledge or data of the Client and its affiliates shall not include any
     information that is, or becomes generally available to the public other
     than as a result of a disclosure by Ascendiant or its representatives.
     Notwithstanding the foregoing, Client hereby authorizes Ascendiant to
     transmit to prospective Investors, information and materials provided by
     Client and/or developed by Ascendiant on behalf of Client upon approval by
     Client of such materials. Additionally, at any time after the consummation
     or other public announcement of the Transaction, Ascendiant may, at its own
     expense, place an announcement in such newspapers and publications as it
     may choose, stating that Ascendiant has acted as financial advisor and
     placement agent to the Client in connection with the Transaction, and may
     use, from time to time, the Client's name and logo and a brief description
     of the Transaction in publications and/or marketing materials prepared
     and/or distributed by Ascendiant.

9.   Non-Circumvention. In and for valuable consideration, Client hereby agrees
     that Ascendiant may introduce (whether by written, oral, data, or other
     form of communication) Client to one or more Investors, including, without
     limitation, natural persons, corporations, limited liability companies,
     partnerships, unincorporated businesses, sole proprietorships and similar
     entities (hereinafter an "Investor" or "Investors"). Client further
     acknowledges and agrees that the identity of the subject Investors, and all
     other information concerning Investors (including without limitation, all
     mailing information, phone and fax numbers, email addresses and other
     contact information) introduced hereunder are the property of Ascendiant,
     and shall be treated as confidential and proprietary information by Client,
     its affiliates, officers, directors, shareholders, employees, agents,
     representatives, successors and assigns. Client shall not use such
     information, except in the context of any arrangement with Ascendiant in
     which Ascendiant is directly and actively involved, and never without
     Ascendiant's prior written approval. Client further agrees that neither it
     nor its employees, affiliates or assigns, shall enter into, or otherwise
     arrange (either for it/him/herself, or any other person or entity), any
     Transaction, business relationship, meeting, phone call, or other
     correspondence with such Investors, either directly or indirectly, or
     accept any Transaction, compensation or advantage in relation to such
     Investors, except as directly though Ascendiant, without the prior written
     approval of Ascendiant. Ascendiant is relying on Client's assent to these
     terms and their intent to be bound by the terms by evidence of their
     signature. Without Client's signed assent to these terms, Ascendiant would
     not introduce any Investors or disclose any confidential information to
     Client as herein described.

10.  Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of California applicable to contracts
     executed and to be wholly performed therein without regard to its conflict
     of law doctrine. The Client and Ascendiant hereby agree that any dispute
     concerning this Agreement shall be resolved through binding arbitration
     before the NASD in Los Angeles County pursuant to its arbitration rules.
     The prevailing party shall be entitled, in addition to such other relief
     that may be granted, to a reasonable sum of attorney's fees and any other
     costs and expenses relating thereto.

11.  Entire Agreement. This Agreement represents the entire agreement by and
     between the Client and Ascendiant and supersedes any and all other
     agreements, either oral or written, with respect to the Agreement. Each
     party to this Agreement acknowledges that no representation, inducements,
     promises or agreement, orally or otherwise, have been made by any party, or
     anyone acting on behalf of any party, which are not embodied herein, and
     that no other agreement, statement, or promise not contained in this
     Agreement shall be valid or binding. The Client and Ascendiant hereby agree
     that the opening and closing statements of this Agreement are incorporated
     herein by this reference and made a material part of this Agreement. If any
     part of this Agreement is found, or deemed by a court of competent
     jurisdiction, to be invalid or unenforceable, that part shall be severable
     from the remainder of the Agreement. This Agreement may be executed
     simultaneously in two or more counterparts, each of which shall be deemed
     an original, but all of which shall constitute one and the same instrument.
     Any modification of this Agreement will be effective only if it is in
     writing and signed by the Client and Ascendiant.

12.  Survival of Certain Provisions. Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and
     Exhibit A of this Agreement shall survive this Agreement, and remain
     operative and in full force and effect, regardless of, (i) the completion
     of any Transaction, (ii) the resignation of Ascendiant or any termination
     of Ascendiant's services, or (iii) any amendment, expiration or termination
     of this Agreement, and shall be binding upon, and shall inure to the
     benefit or, any successors, assigns, heirs and personal representatives of
     the Client, Ascendiant, and the Indemnified Persons.

Please initial each page, sign below, and return an original and one copy of
this letter to the undersigned to indicate your acceptance of the terms set
forth herein, whereupon this letter and your acceptance shall constitute a
binding agreement by and between AMS Health Sciences, Inc. and Ascendiant
Securities, LLC as of the date first above written. We appreciate the
opportunity to be of service and look forward to a cooperative working
relationship with you and your staff.

Sincerely,                                   Accepted and Agreed:

Ascendiant Securities, LLC                   AMS Health Sciences, Inc.


  /s/ Bradley J. Wilhite                       /s/ Jerry W. Grizzle
By: Bradley J. Wilhite                       By: Jerry W. Grizzle
Its: Managing Director                       Its: Chairman, President and CEO
Date: March 15, 2006                         Date: March 22, 2006


<PAGE>

                                    EXHIBIT A

This Exhibit A is a part of and is incorporated into that certain letter
agreement between AMS Health Sciences, Inc. (the "Client") and Ascendiant
Securities, LLC ("Ascendiant"). The letter agreement and this Exhibit A are
referred to herein as the "Agreement". Capitalized terms used herein without
definition shall have the meanings ascribed to them in the letter agreement.

Each of the Client and Ascendiant (each an "Indemnifying Party") agrees to
indemnify and hold harmless the other, any affiliates and the respective
officers, directors, partners, employees, representatives and agents and any
other persons controlling the other or any affiliates within the meaning of the
Securities Act of 1933 or the Securities Exchange Act of 1934 (each such person
or entity being referred to as an "Indemnified Person"), to the fullest extent
lawful, from and against, and the Indemnified Persons shall have no liability to
the Indemnifying Party or its owners, affiliates, controlling persons, security
holders or creditors for, all claims, liabilities, losses, damages and expenses,
including without limitation and as incurred, reimbursement of all costs of
investigating, preparing, pursuing, or defending any such claim or action,
including fees and expenses of counsel to, and the per diem costs and expenses
of personnel of, the Indemnified Person (collectively, "Losses"), whether or not
arising out of pending or threatened litigation, governmental investigation,
arbitration or other alternative dispute resolution, or other action or
proceeding (individually a "Proceeding" and collectively "Proceedings"),
directly or indirectly related to or arising out of, or in connection with (i)
actions taken or omitted to be taken by the Indemnifying Party, its affiliates,
employees, directors, officers, partners, representatives or agents in
connection with any transaction or activities contemplated by this Agreement;
(ii) actions taken or omitted to be taken by any Indemnified Person pursuant to
the terms of, or in connection with services rendered pursuant to, this
Agreement, provided that in the case of this subsection (ii) the Indemnifying
Party shall not be responsible for any Losses arising out of or based upon the
willful misconduct or negligence (as determined by the judgment of a court of
competent jurisdiction, no longer subject to appeal or further review) of or by
such Indemnified Person; and (iii) any untrue statement or alleged untrue
statement of material fact contained in any Information approved by the Client
or any omission or alleged omission to state a material fact necessary to make
the statements therein not misleading (other than untrue statements or alleged
untrue statements in, or omissions or alleged omissions from, information
relating to an Indemnified Person furnished in writing by or on behalf of such
Indemnified Person expressly for use in such Information). If the
indemnification provided for under this Agreement is unavailable to an
Indemnified Person in respect of any Losses, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Person, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such Losses in such
proportion as is appropriate to reflect the relative fault of the Client on the
one hand and the Indemnified Person on the other, as well as any other relevant
equitable considerations. If any Proceeding is commenced as to which an
Indemnified Person demands indemnification, the Indemnified Person shall have
the right to retain counsel of its own choice to represent it, the Indemnifying
Party shall pay the reasonable fees and expenses of such counsel, and such
counsel shall to the extent consistent with its professional responsibilities
cooperate with the Indemnifying Party and any counsel designated by the
Indemnifying Party , provided, that in no event shall the Indemnifying Party be
required to pay fees and expenses under this indemnity for more than one firm of
attorneys for the Indemnified Person in any jurisdiction in any one legal action
or group of related legal actions. The Indemnifying Party shall be liable as
provided herein for any settlement of any claim against Ascendiant or any
Indemnified Person made with the Indemnifying Party's written consent, which
consent shall not be unreasonably withheld. The Indemnifying Party agrees that
it will not, without the prior written consent of Ascendiant, settle or
compromise or consent to the entry of any judgment in any Proceeding (whether or
not any Indemnified Person is a party thereto) unless such settlement,
compromise or consent includes an unconditional release of Ascendiant and each
other Indemnified Person from all liability arising or that may arise out of
such Proceeding. The indemnity and contribution obligations of the Indemnifying
Party set forth herein shall be in addition to any liability or obligation the
Indemnifying Party may have to any Indemnified Person at common law or
otherwise. The Indemnifying Party hereby consents to personal jurisdiction,
service and venue in any court in which any claim, which is subject to this
Agreement, is brought against Ascendiant or any other Indemnified Person.