TERMS & CONDITIONS

February 11, 2006
Company Name
xxxxxxxxxxxx
xxxxxxxxxxxxxx

Attention: xxxx, Principal

Dear xxxx:

In accordance with our recent discussions, this letter sets forth the terms and conditions upon which Deep Strategy Ltd. (“Deep Strategy”) will introduce to Company Name (the “Company”) a recognized venture capital firm (the “Introduction”).

Deep Strategy may, without obligation and in its sole discretion, upon the Company’s request, attempt to arrange an Introduction. The Company agrees that Deep Strategy is under no obligation to make such referral and will do so only if and when it determines in its sole discretion that such a referral is feasible.
Deep Strategy will not participate in any investment by a VC in the Company (a "Transaction") in any way, including (i) participation in the negotiation or closing of any Transaction, (ii) providing any information (other than identifying information) with respect to the Assets, its issuer, or the Seller, or (iii) providing advice in connection with a Transaction. Deep Strategy shall act as an independent contractor with respect to the Company and the Seller. Any Transaction contemplated by this Agreement is likely to be subject to conditions and restrictions on transfer, and Deep Strategy has no obligation to ensure that such conditions or restrictions are satisfied. Any decision to enter into any Transaction shall be made by the Company in its sole discretion.

The Company shall pay Deep Strategy $200 immediately upon the execution of this Agreement. Deep Strategy will be under no obligation to provide any service whatsoever until payment is received.

If Deep Strategy is unable to arrange for an Introduction for the Company within three months from the receipt of payment of fees, then Deep Strategy will refund the entire fee at its own cost to the Company. The fee refunded refers to that amount paid by the company with regards to the current agreement and does not include fees paid by the Company with regards to any past or future agreements. It is at the sole discretion of Deep Strategy to determine within the three month period from payment of fee when to provide the refund and whether or not an Introduction is possible with regards to the Company. Deep Strategy is under no obligation whatsoever to provide any reason why an Introduction may not be possible.

At the completion of three months from the date of payment of fees, if an Introduction has not yet been secured for the Company, then the current agreement may be renewed for a period of three additional months in lieu of refund of fees only if both parties (ie. Deep Strategy and the Company) are willing to renew the agreement. At the end of the three additional months if the Company has still not secured an Introduction through Deep Strategy then the option to renew the agreement will be open to both parties again and such option will be provided every three months until either (a) The Company secures an introduction. (b) Either party chooses not to renew the agreement, in which case only the fee paid for the current agreement may be refunded.

Once an Introduction has been secured by Deep Strategy for the Company, then it is deemed that Deep Strategy has fulfilled all obligations with regards to the current agreement to the Company and henceforth Deep Strategy is no longer required to provide any further service in any form to the Company. If the Company would like to continue to use the services of Deep Strategy then the Company may be required pay additional fees and enter into additional agreements as determined by Deep Strategy. It is at the sole discretion of Deep Strategy whether to continue to offer services to the Company.

The Company gives Deep Strategy full permission to use the information that the Company has provided Deep Strategy for the purpose of securing an Introduction. Deep Strategy may share such information at its discretion with third parties for the purpose of securing an Introduction. The company has read, understood and agreed to the terms and conditions of the "Privacy Policy" provided by Deep Strategy.

The Company agrees to indemnify Deep Strategy and its affiliates and their respective directors, officers, employees, agents and controlling persons (Deep Strategy and each such person being an "Indemnified Party") from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable law, or otherwise, and related to, arising out of, or in connection with, any Transaction contemplated by this letter agreement or the engagement of Deep Strategy pursuant hereto, and the performance by Deep Strategy of the services contemplated hereby, and will reimburse each Indemnified Party for all expenses (including counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company. The Company will not be liable under the foregoing to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted from Deep Strategy's bad faith or gross negligence.

The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to, arising out of, or in connection with, any Transaction, the engagement of Deep Strategy pursuant to, or the performance by Deep Strategy of the services contemplated by, the engagement letter except to the extent that any loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from Deep Strategy's bad faith or gross negligence.

If the indemnification of an Indemnified Party provided for in this letter agreement is for any reason held unenforceable, although otherwise applicable in accordance with its terms, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Deep Strategy, on the other hand, of any contemplated Transaction (whether or not such Transaction is consummated) or (ii) if (but only if) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and Deep Strategy, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and Deep Strategy of any contemplated Transaction (whether or not such Transaction is consummated) shall be deemed to be in the same proportion that the total value paid or issued or contemplated to be paid or issued to the Seller by the Company, as a result of or in connection with any Transaction, bears to the fees paid or to be paid to Deep Strategy under the engagement letter; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess of the aggregate fees actually paid to Deep Strategy under this letter agreement.

The Company agrees that it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under this letter agreement (whether or not Deep Strategy or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

If Deep Strategy or any other Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such party is not named as a defendant, the Company will reimburse Deep Strategy for all expenses incurred in connection with such party's appearing and preparing to appear as such a witness, including, without limitation, the fees and disbursements of its legal counsel.

Deep Strategy's engagement hereunder may be terminated by either the Company or Deep Strategy at any time upon written notice to that effect to the other party, it being understood that the provisions relating to the payment of fees and expenses, indemnification, limitations on the liability of Indemnified Parties, contribution, settlements, the status of Deep Strategy as an independent contractor, the limitation on to whom Deep Strategy shall owe any duties and waiver of the right to trial by jury will survive any such termination.

No waiver, amendment or other modification of this letter agreement shall be effective unless in writing and signed by each party to be bound thereby.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state.

Each of Deep Strategy and the Company (in its own behalf and, to the extent permitted by applicable law, on behalf of its shareholders) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of Deep Strategy pursuant to, or the performance by Deep Strategy of the services contemplated by, this letter agreement.

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Deep Strategy the duplicate copy of this letter agreement enclosed herewith.

Very truly yours,
Deep Strategy, Inc.