We enjoyed meeting with you yesterday and believe there might be several areas where we can be of assistance to each other. These are outlined below in no particular order.

· Private Capital Markets (PCM) Program: This program provides clients with all the tools to meet and close on private accredited investors. Our fixed fee/monthly retainer program: (i) assists clients in refining and improving their executive summaries and pro formas, (ii) provides clients with the necessary documents such as private placement memorandums, subscription agreements, investor questionnaires, etc needed to meet requirements, (iii) assists clients in identifying potential accredited investors and strategic partners from their current sphere of influence, (iv) provides clients with VCI’s list of accredited investors and institutions, (v) provides the client with form letters, investor presentations and power point templates to be used in investor meetings and calls and (vi) provides on-going support through this process. We are not bakers and do not “raise” the dough. We assist the clients in preparing the right materials and coach them through the process. The company is ultimately responsible for the close and raise of the money. As an added benefit to this program we have added (at no additional cost to the client) our introductory PR program for the first three months which our PR department will work with the client to develop 2-3 press releases over the initial three months of our agreement which will promote the client’s goods and services. This will not only provide support for the product but should help in name recognition when the client is meeting with potential investors.

· International Capital Markets Program: This program is designed to help clients access capital markets in other countries through our relationships with foreign investment bankers. One of current programs is the Open Market (OM) in Germany. This program is relatively in expensive and quicker than current public markets. We have a relationship with one of the 74 approved listing partners in Germany that can navigate the process of listing the company’s shares on the OM and then provide the company a road show and pr to promote the shares in Germany and surrounds. This process is designed to assist growing companies the opportunity to access accredited investors and institutions in Germany to raise $500,000 to $3,000,000. Our role is to assist the company in developing the initial package to the listing partner to garner its approval and to assist the company in the preparation of the due diligence package to the listing partner and the OM. We are paid a modest flat fee from the company. We also receive compensation form the listing partner.

· Franchise Development Program: We assist companies in the franchise development program from inception to sales. Our program in concert with the company: (i) develops the necessary and required franchise development documents such as the franchise disclosure document and the Operations Manual, (ii) assists in the development of a marketing plan and the related materials, (iii) assists the company in identifying a national sales director (NSD) to be hired by the company, (iv) works with the NSD to develop a national network of sales agents (v) provides on-going support to the company and (vi) provides the company access to discounted media and our PR program to support the company’s efforts. These services are provided on a flat fee and monthly retainer basis.

· Credit Facility Program: We have developed in concert with a lender a program designed to help companies with short term or revolving loan needs. This program is asset based and can be used for hard assets as well as Purchase Orders (Letter of Credit) and Accounts Receivables. Asset requirements include that the assets can not be held more than 180 days (preference is for under 90 days) and must be in first position. Terms are usually 4-5 points up front and 1 point per month on outstanding monies. Loan is for one year and renewable. Loans range from $1-10M.

· Public Relations: We provide clients with public relations support at all levels. Our public relations director has over 25 years of experience and tailors a program for each client’s needs and budget.

These programs are on a fixed fee basis, with the exception of the Credit Facility Program. We do not take a transaction fee out of any equity program. Our standard agreement with all of referral agents is twenty percent of the fees we receive (not out of expenses). Any client you forward to us we would pay you a twenty percent referral fee. To the extent we refer a client to you we would ask for the same consideration.

With your background in placing deals we believe you could be a good resource for our PCM Program clients.

On a separate note we have clients that come to us that have very interesting programs and ideas and need usually $100,000-$250,000 to either complete the product, generate revenues or a marketing plan. With these monies they could qualify for our OM program or our Franchise Program. These amounts as you know are difficult to find and require as much time as a $1M+ request. Our thoughts for a while have been that if we could put together a small fund $2.5M-$5M to start we could generate a significant flow of business. The program would include a convertible debenture, warrants and points with an exit strategy of an OM deal or an IPO for which we would handle. In our conversations you mentioned how you tried to put together a large fund ($200M +) but had trouble, a smaller amount which would assist smaller growth companies with well defined exit strategies but be a better goal. We would propose that the four of us establish this fund. Once you have had a chance to review this outline please give me a call.

Thanks

T DUFFY