______________________whose principal executive office is located at________________________________________________________. Incorporated in the state of ________________________________. The principal company contact is __________________________________, herein referred to as "The Project",

and

Genesis Capital Management Group, Ltd., whose principal offices are located at 590 Madison Avenue 21st Floor, New York, New York 10022, hereinafter referred to as "Genesis".

WHEREAS, The Project seeks financing in the form of a loan or capital investment or combination thereof.

WHEREAS, Genesis is engaged in the business of obtaining capital through conventional financing and other means.

NOW, THEREFORE, in accordance with the mutual premises herewith, The Project and Genesis mutually acknowledge and agree to the following covenants, terms and conditions:

I. PERFORMANCE

A) The Project hereby retains Genesis to engage it in the services of finding a lending institution to provide loan or capital investment financing in any amount or term presented to The Project and accepted by The Project, including but not limited to the following methods of financing or capital investment:
1) Conventional secured financing
2) Bridge loan financing
3) Joint-venture financing
4) Lines of Credit for various purposes
5) Equity Financing
6) Public Offering

In consideration of the promises and mutual covenants contained herein, the parties do hereby agree as follows:

B) The Project agrees to make available in a timely manner a written funding proposal and/or a so-called " Pro Forma" containing accurate and complete information necessary for a funding determination by investors and lenders introduced to The Project by Genesis. The Project agrees to provide all necessary documents and data to Genesis and in all other matters to co-operate with Genesis in the performance of its obligations herein.

C) It is further agreed to by The Project that any of its corporations, divisions, subsidiaries, employees, agents, consultants, or other related and interested parties which would benefit from an association with The Project, will be bound by this agreement, with the contract provisions set forth herein, including the non-disclosure provisions set forth below.

II. GENESIS' ADVISORY FEES

A) Genesis shall be entitled to receive a fee of 6% of the gross debt and/or equity financing amount secured by The Project, for services rendered on behalf of The Project.

B) Fees are earned, due and payable in full at the time of the first delivery of funds to the Project from the Funding Source . Genesis' fee shall be paid in cash or by wire transfers to the account co-ordinates that are provided by Genesis, to be paid directly by the Funding Source to Genesis, from those first proceeds due the Project.

C) Genesis shall be entitled and shall receive 6% of any and all future additional funding provided by the Funding Source that Genesis secured, or by such other Funding Sources secured by Genesis. In all cases such fees shall be likewise due and payable in full to Genesis at the time of the first delivery of such additional funds to the Project from the Funding Source, in the same direct manner, by direct delivery to Genesis.

III. ADDITIONAL CONSIDERATION

A) As additional consideration, Genesis will receive a 10% equity position in The Project. This will be received in a form of undiluted fully voting preferred stock at time of the first delivery of funds. If The Project is not a corporation, Genesis will receive the 10% equity in the form appropriate to the project's business structure.

IV. EXPENSES

A) In the absence of an express agreement to the contrary, The Project agrees to reimburse Genesis for all reasonable expenses, including, but not limited to, First Class transportation, food and lodging at the time of performing due diligence; and on all other expenses incurred relating to The Project. The Project shall be notified by Genesis, in writing, of those expenses, the nature thereof; in addition to receiving itemized statements of account for each such expense.

B) Genesis shall not be responsible in whole or in part for legal fees incurred as a result of negotiated transaction between The Project and lender(s) or investor(s) pursuant to this agreement, unless otherwise agreed upon in writing.

V. COORDINATION FEE

A) A fee of $25,000 USD will be paid to Genesis at the time of signature of this agreement.

VI. COOPERATION WARRANTIES & GUARANTEES

A) The Project warrants that all data, documents and information submitted to Genesis or prospective lender or investor shall be true, accurate and complete to the best of The Project's knowledge and belief
and that no material information adverse to the granting of a loan or investment has or will be withheld by The Project.

B) The Project and Genesis acknowledge and agree that the identities and specific information about the persons, firms, companies, corporations, banks, lending institutions, trusts, pension fund programs and other such entities introduced or otherwise made known to The Project are proprietary to Genesis and shall remain property of Genesis for the duration of this agreement. The project agrees that its officers and assigns will not disclose any such information to any party not specifically authorized by Genesis and that it will not directly or indirectly circumvent Genesis in any such dealings.

C) Genesis makes no express or implied guarantee regarding the successful outcome of Genesis's efforts on behalf of the Project under this agreement.

D) The Project acknowledges and agrees that Genesis is not an agent for The Project; and Genesis warrants and represents that it is not an exclusive agent for any lender or investor to whom The Project is introduced or referred, in accordance with this agreement:

1) The Project agrees to be responsible for all necessary due diligence, including, but not limited to the review and investigation of lenders and investors selected by Genesis prior to or during the negotiation of a financial transaction.

2) Genesis shall have no liability, direct or indirect or contingent, for the authenticity and/or accuracy of data, documents or information submitted to Genesis by The Project or by lenders or investors when
verification of such data, documents or information is:

a) Beyond the scope of reasonable diligence exercised by Genesis in its usual day-to-day activities; and

b) is the responsibility of The Project or a prospective lender or investor.

3) Genesis shall be held harmless, defended against and indemnified from any claim and civil litigation resulting from any action or actions of either party to a financial transaction who constitute The Project and a prospective lender or investor to whom The Project was introduced or referred by Genesis, were such a claim or litigation to arise where Genesis is exempt from liability as provided above.

VII. BREACH CLAIMS AND LITIGATION

A) The parties hereby agree to settle all discrepancies amicably, if an amicable settlement is not reached within twenty one days, the dispute in question shall be submitted to the American Arbitration Association in New York for arbitration. The Official Language of the arbitration/contract shall be the English language. The findings, of the AAA shall be considered as final and binding upon both parties. The parties have agreed to voluntarily execute the award of arbitration, in case of default the award may be enforced through competent courts of law.

B) Both Parties hereto acknowledge and understand that no breach, default or violation of any of the provisions of this agreement can occur due to involuntary action beyond their control, e.g. Acts of God, civil disturbances or insurrection, acts of war, theft or fire.

VII. CONTROLLING LAW

This agreement shall be controlled under the laws of the State of New York.

IX. ENTIRE AGREEMENT

This agreement contains the entire agreement of the parties hereto relating to the procurement of debt and/or equity financing as set forth herein. Any private agreement, promise, or representations not expressly set forth in this agreement are of no force and effect.

X. TERMINATION, AMENDMENT, RENEWABILITY

A) This agreement may be terminated by mutual consent and agreement of both parties hereto.

B) This agreement shall be valid for a term of three years from the date of its execution and may be renewed for a term acceptable to both parties hereto, their heirs, executors, administrators, successors in interest and assigns.

XI. BINDING UPON SUCCESSORS

This agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.

XII. RESPONSIBLE PARTIES

A) The Project expressly warrants that it is in all aspects authorized to enter into this agreement and accept such debt and/or equity financing as a result of the services of Genesis on its behalf.

B) If The project is a corporation, then a Corporate Resolution approved by the Board of Directors authorizing the Corporation to enter into this agreement shall be provided and a duly authorized officer shall execute this agreement on behalf of said corporation. In all other cases, the owner or the person with controlling ownership interest must execute this agreement.

C) The Project further certifies that The Project has carefully read and understands this agreement and acknowledges the terms and conditions herein and receipt of a copy herein.

XIII FACSIMILE AS ORIGINAL

In the event that this document is delivered and signed via fax, it should be construed as an original and a legally binding original document in accordance with the laws of New York State, U.S.A as stated above.

SIGNATURE PAGE

By:______________________
[THE PROJECT]

Date:_____________________

Attest:___________________

Attest:___________________
[Secretary]

AFFIX CORPORATE SEAL AND NOTARY PUBLIC SEAL

By:____________________________
Genesis Capital Management Group, Ltd.

Date:_____________________

Attest:___________________

- GCMG Document Files