This will confirm the terms of our mutual understanding and agreement as of __________ in connection with the efforts of SHAWN KALIN for VEGASCAPITAL  to be called ("Finder"), to obtain broker dealers and investors for presentation meetings with _________________ to be called the ("Company") as follows:

1.  Appointment.  The Company hereby authorizes Finder, on an non-exclusive basis (for a period of 90 days from the date of this agreement) to identify, present, setup meetings with broker dealers and investors (collectively "Investors") interested in learning more about buying a mid-term to long-term position in Said stock

It is understood that Finder is acting as a finder only, is not a licensed securities or broker or dealer, and shall have no authority to enter into any commitments on the Company's behalf, or to negotiate the terms of investment or stock purchase, or to hold any funds or securities or to perform any act which would require Finder to become licensed as a securities broker or dealer.

2. Compensation.  Finder will receive a one time payment of __________ and equity equal to __________of the currently issued shares of the company for identifying, qualifying, presenting, organizing of meetings with broker dealers, investors for Company presentations primarily in Las Vegas, NV. 

3.  Fees. The fees due Finder as set forth in Section 2 above shall be paid by cashier's check or wire transfer in order to initiate the campaign.

4.  Accurate Information. The Company hereby represents and warrants that all information provided Finder pertaining to the Company shall be true and correct; and the Company shall hold Finder harmless from any and all liability, expenses or claims arising from the disclosure or use of such information.

5.  Applicable Law.  This Agreement is governed by and construed under the laws of the State of Nevada, and any action brought by either party against the other party to enforce or interpret this Agreement shall be brought in an appropriate court of such State.

6.  Notices.   Any notice, request, instruction or other document to be given under this Agreement by either party to the other party shall be in writing and (a) delivered personally; (b) sent by fax; (c) delivered by overnight express; or (d) sent by registered or certified mail:

7.  Complete Understanding. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements and understanding, both written and oral, between the parties hereto with respect to the subject matter.

8. Successors and Assigns.   The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.  Neither Finder nor Company may assign their rights or delegate their obligations under this Agreement without the prior written consent of the other.

9. Modification and Waiver. None of the terms or conditions of this Agreement may be waived except in writing by the party which is entitled to the benefits thereof.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by Finder and Company.