1.

Structure and Scope. The Offering shall be for the purpose of raising from seven hundred and fifty thousand to one million dollars ($750,000 - $1,000,000) through a private placement structure from a sale of the Company’s common stock at a price of thirty-seven and one half cents ($0.375) per share.

2.

Term. The term of this Agreement shall be for a period of three (3) months from the date of execution hereof (the “Effective Date”), thereafter on a month-to-month basis, unless otherwise notified in writing, by means of a notice of intent not to renew, at least 30 days prior to commencement of each renewal term.

3.

Company and WestPark Responsibilities. The Company represents and warrants to WestPark that, to the best of its knowledge, any and all information provided in connection with any transaction that may be initiated under the terms and conditions of this agreement, in a form including but not limited to a business plan, private placement memorandum, correspondence and collateral material, whether it is for or to anyone connected with the Transaction or distributed to outside parties, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

4.	The Company will pay to WestPark, as consideration for the Services described herein:

I.

Cash

a.	A non-refundable retainer of zero dollars ($00.00), due on the Effective Date of this Agreement.

b.

Concurrent with each closing under the Transaction (each such event a “Closing” and all such events together the “Closings”), WestPark will be paid a fee of ten percent (10%) of the funds raised in connection with the Offering. An escrow, trust or similar third party agent will be used for each closing to which WestPark shall be a party. All consideration due WestPark shall be paid to WestPark directly therefrom.

II.

Warrants

5.

Expenses & Unaccountable Fee. The Company is responsible for all costs related to this Offering, which may include but is not limited to the preparation and production of a PPM, legal fees, printing and reproduction costs, accounting and other professional services, Blue Sky registration fees, road show and travel related expense and miscellaneous out-of-pocket expenses incurred in connection with this engagement. The Company will be required to pay for all expenses in excess of $500 in advance by either providing for direct billing to the Company or Company’s credit card. Any expenses incurred by WestPark on behalf of the Company, related to this engagement will be invoiced and due upon receipt.

6.

Late Fees and Finance Charges. All fees and expenses not received by WestPark by the respective due date are subject to a late fee and interest will be charged at the rate of 1.5% per month on all outstanding balances. In the event that an account becomes delinquent, WestPark employs the same prudent collection procedures as other businesses and if it becomes necessary to file suit or to engage a collection agency for the collection of any fees and/or costs, the Company shall pay all related costs and expenses, including reasonable attorneys’ fees.

7.

Representations and Warranties. The Company represents and warrants to WestPark that: the Company will not knowingly cause or permit any action to be taken in connection with the Offering which violates the Securities Act of 1933 or any state securities laws; the Company will cooperate with WestPark so as to permit the Offering to be conducted in a manner consistent with the applicable state and federal securities laws; that all information and statements provided by the Company and included in, but not limited to the PPM, business plan, correspondence and any and all collateral material will be true and correct; that the PPM will not be misleading or violate the anti-fraud provisions of the Securities and Exchange Act of 1934; current Company management, as disclosed to WestPark, will continue in place after the Offering for a reasonable period of time; there will be included in the PPM financial statements of the Company for the last three fiscal years or for such shorter period as the Company was in existence and the latest unaudited comparative quarterly or other interim financial statements; the financial statements will fairly reflect the financial condition of the Company and the results of its operations at a time and for the periods covered by such financial statements, and such statements will be substantially as heretofore represented to WestPark; the Company does not know of any undisclosed facts adversely affecting the PPM or the Offering; the Company will immediately disclose to WestPark, in writing, any new facts as they may arise that may adversely affect the PPM or the Offering; the Company will prepare and deliver to WestPark its most recent estimate of sales, earnings, and cash flow and agrees to update those estimates on a monthly basis during the term of the Offering. The Company agrees to indemnify and hold WestPark and its attorneys, accountants, agents and employees, officers and directors, free and harmless from any liability, cost and expense, including attorneys’ fees in the event of a breach of this representation and warranty.

8.	Indemnification. In consideration of the services to be provided by WestPark under this Agreement, the Company shall:

9.	Exclusive Nature. WestPark is hereby engaged as the Company’s exclusive placement agent respecting services, as may be required by the Company for this Offering. WestPark agrees to syndicate parties introduced by issuer or by its advisor. Issuer can terminate offering as defined in the offering.

10.

Non-Circumvent. The Company shall not accept nor enter into any transaction, that would be considered a transaction included and described herein, with any person and/or entity introduced to the Company by WestPark, which either intentionally or unintentionally would directly or indirectly circumvent the payment, in full or in part, of any and all consideration that would be due WestPark pursuant to this Agreement, a breach of which would be considered a Transaction pursuant to the terms and conditions of this Agreement, and all consideration pursuant to this Agreement would be immediately due and payable to WestPark.

11.

SEC Filings. The Company will file a Notice of Sale of Securities Pursuant to Regulation D Section 4(6), and/or Uniform Limited Offering Exemption (“Form D”) with the Securities and Exchange Commission within fifteen (15) days after the first solicitation for securities. Once filed, the Company will provide a copy of the Form D as filed to WestPark. Filing the Form D is the responsibility of the Company and failure to do so will result in a material breach of this Agreement.

12.

Confidentiality. WestPark understands and agrees that it will not provide any information to any third party concerning the Company unless said third party has executed a confidentiality agreement in form and content acceptable to the Company, unless the Company has provided a written waiver of the confidentiality agreement requirement for such third party.

13.	Successors. This Agreement is binding upon the parties hereto and their respective permissible assigns, successors, heirs and personal representatives, and shall inure to their benefit.

14.	Assignment. Neither this Agreement nor any right pursuant hereto or interest herein shall be assignable by any of the parties hereto without the prior written consent of the other parties hereto, except as expressly permitted herein.

15.	Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. The prevailing party in any legal action brought under this Agreement shall be entitled to immediately recover all legal fees and costs.

16.

Costs and Attorneys’ Fees. If any action, suit, arbitration proceeding or other proceeding is instituted arising out of these Private Placement Agreement, the prevailing party shall recover all of such party’s costs, including, without limitation, the court costs and attorneys’ fees incurred therein, including any and all appeals or petitions therefrom. As used herein, “attorneys’ fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.

17.

Waiver and Amendment. No waiver, amendment or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. No failure of delay by either party in exercising any rights, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy. Any terms and/or conditions of this Agreement may be waived at any time, pursuant to this section, but a waiver in one instance shall not be deemed to constitute a waiver in any other instance.

18.	Severability. In the event that any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any circumstances, the remaining provisions shall nevertheless remain in full force and effect and shall be construed as if the unenforceable portions were deleted.

19.	Section Headings; Defined Terms. Numbered and titled section headings and defined terms are for convenience only and shall not he construed as amplifying or limiting any of the provisions of this Agreement.

20.	Entire Agreement. This Agreement and any exhibits herein incorporated and attached hereto supersede all prior and contemporaneous negotiations and agreements (whether written or oral) and constitute the entire understanding among the parties.