THIS AGREEMENT is made this ______ day of _______________ by and between VPA Inc., hereinafter referred to as ("CONSULTANT") and ____________________ hereinafter referred to as ("CLIENT").

The following represents our agreement, in consideration of each other's promises or acts with respect to this Finder's Fee Agreement. Consultant has introduced and/or will introduce potential Investors to Client in return for Client's agreement to pay Consultant (or nominee) compensation for these introductory services if an investment is made. Therefore, the parties herein agree as follows:

1. Investor. The "registered" Investors, i.e., those investors which Consultant will introduce to Client, will be named and listed by separate cover letter(s), and such letters) shall be governed by, and included under the provisions of this Agreement as if included herein.

Further, the compensation you have agreed to pay Consultant shall be payable in the event any registered investor, associate, co-investor or other entity procured by a "registered" Investor purchases from, invests in or advances funds toward Client's project and/or company. All are defined as an "Investor."

2. Initial Investment. Should an Investor purchase, invest and/or loan monies, properties, patents (or anything of value) toward any of Client's projects and/or Client's company (all defined as "Company"), regardless of the form such proceeds are so invested, then Client agrees to pay Consultant six percent (6 %) of the proceeds (or value) so purchased, invested and/or loaned to the Company. this compensation to

Consultant shall be based upon the gross amount invested, prior to any deductions, expenses or offsets of any kind. Payment will be made by cashier's checks or money order payable to the order of Consultant upon Client's receipt of funds (or value).

3. Other Investments. Should Investor invest additionally In Client's Company after the initial investment is made, Client will pay Consultant a fee of six percent (6%) of any such additional funds (or value) later invested. This fee will be paid to Consultant upon Client's receipt of funds (or value). These provisions for compensation, as to other funding, shall last for a period of three (3) years from the date any Investor first Invests In Client's Company.

4. Limitation of Service. This Agreement relates solely to Consultant's services as a finder in introducing Client to prospective investors. There are no additional services that Consultant is required to perform to be entitled to the above compensation in the event an investment is made.

Consultant will not engage in any negotiations whatsoever on behalf of Client or any investor. Nor will Consultant provide Client or any investor with information which may be used as a basis for such negotiations. Consultant will have no responsibility for nor will Consultant make recommendations concerning the terms, conditions or provisions of any agreement between Client and an investor, including the manner or means of consummating the transaction.


5. Miscellaneous. This Agreement shall be binding upon all parties and their respective estates, heirs, successors and permitted assigns. This Agreement may be changed only by the written consent of all parties. This Agreement may not be assigned by either party without the written consent of the other. This Agreement is the entire agreement between us. Should any legal proceeding be necessary to construe or enforce the provisions or this Agreement, then the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney fees and costs of enforcing or collecting any judgment awarded. The judgment by any court of law that a particular section of this Agreement is illegal shall not affect the validity of the remaining provisions.

It is our intention that the laws of the State of Hawaii shall govern the validity of this Agreement. Your signature below shall bind you to the terms and conditions of this Agreement.