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Tuesday, 09/14/2010 1:35:21 PM

Tuesday, September 14, 2010 1:35:21 PM

Post# of 55

Item 8.01 Other Events.

On September 9, 2010, the Company signed a Client Engagement Letter (the "Letter") with Blackhawk Partners, Inc. ("Blackhawk"). The services to be rendered by Blackhawk in accordance with the Letter include seeking debt or equity financing for the Company potentially in connection with a merger or acquisition transaction. Upon execution, the Company tendered Blackhawk a non-refundable fee of $50,000. The Company has also agreed to pay Blackhawk an advisory fee equal to 6.0% of the total equity gross amount funded to the Company outside of Blackhawk proprietary funds and 3.0% of the total debt gross amount similarly funded ("Advisory Fee"). Additionally, on the 1st day of every month beginning six months from the Effective Date and continuing for a period of six months, the Company shall pay Blackhawk a monthly non-refundable advisory fee of $12,000. The Letter is terminable by either party with 30 days written notice, although the Advisory Fee shall apply for 18 months after termination.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the Letter which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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