顾问协议（原文）

ADVISORY AGREEMENT WITH  L-AGRICULTURE COMPANY     

THIS AGREEMENT (the “Agreement”) dated as of January 14, 2008 by and between  L-Agriculture Company   and their subsidiaries and their subsidiaries and affiliates (collectively the “The Company”), and Hickey Freihofner Advisors, LLC (the “Advisor.”)

W I T N E S S E T H:

 WHEREAS, the Company desires to retain the Advisor and the Advisor desires to be retained by the Company pursuant to the terms and conditions hereinafter set forth:

 NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:

SECTION 1.  Retention. 

1. The Company hereby retains the Advisor for one year from the date of this agreement to perform the services set forth in this Section and the Advisor hereby accepts such retention and shall perform for the Company the duties described herein, faithfully and to the best of its ability.

SECTION 2.  SERVICES TO BE PERFORMED

2. The Advisor shall serve as a business advisor to the Company and render such advice and services to the Company as may be reasonably requested by the Company for the purpose of preparation for a pre-APO financing, a reverse merger and PIPE financing in the U.S. Specifically:

2.1 Due diligence:  The Advisor will work with the Company to assemble a complete due diligence package for investors. 
2.2 Financial advisory:  The Advisor will assist the Company to devise the best financial structure for the financing.
2.3 Business plan:  The Advisor will help construct a business plan that fits the business plan format of U.S. investors.  This is crucial for communicating with the investment community.
2.4 Forecast development:  The Advisor will analyze and coordinate with the Company to develop financial forecasts based on the business plan. 
2.5 Presentation materials.  Advisor will assist the Company with creating an investor PowerPoint presentation.
2.6 Super 8K SEC filing:  The Advisor will coordinate with the Company’s SEC attorney to file the Super 8K statement required by the SEC.
2.7 Investor Relations:  The Advisor will recommend two investment relations firms and two independent research firms for the Company to choose from which helps build liquidity after the reverse merger is complete.
2.8 Public Shell: The Advisor will provide a full reporting OTCBB public shell that is suitable for the Company to complete it’s reverse merger for 5% equity and cash. The cash cost of the shell will be paid by the investors from the proceeds the PIPE financing. Market conditions determine the cash cost of the shell, however the Advisor will use it’s best efforts to keep the cash cost below $600,000.
2.9 Audit: Advisor will coordinate with the auditor in completing the US GAAP audit, essential for the reverse merger and PIPE.
2.10 Legal work: The Advisor will recommend a qualified legal firm and coordinate with them to complete the reverse merger and PIPE.

  
 SECTION 3. Compensation

For the above services the Advisor will receive $100,000 USD in cash fees to cover expences  due at the closing of the pre-APO financing. Additionally, at the election of the Advisor, the Advisor will receive 5% equity (non-dilutive until after the first PIPE financing) or $20,000 USD cash. The Company will have the option to acquire the 5% equity shares back from the Advisor for $1,000 if the Company does not complete its reverse merger within six months of the completion of the U.S. GAAP audit. 

Except as otherwise provided for herein:

a) All fees due to the Advisor hereunder shall have no offsets, are non-refundable, non-cancelable and shall be free and clear of any and all encumbrances.

SECTION 4.  Termination.   

The Term of this Agreement shall be for 12 months, commencing on the first date appearing on this Agreement, after which time this Agreement will continue until terminated by either party by giving 30 days written notice to the other party.  

SECTION 5.  Confidential Information. 

The Advisor agrees that during and after the Term, it will keep in strictest confidence, and will not disclose or make accessible to any other person without the written consent of the Company, the Company's products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Company or any of its clients and third parties including, without limitation, Proprietary Information (all of the foregoing is referred to herein as the “Confidential Information”).  The Advisor agrees (a) not to use any such Confidential Information for himself or others; and (b) not to take any such material or reproductions thereof from the Company's facilities at any time during the Term except, in each case, as required in connection with the Advisor's duties hereunder.

Notwithstanding the foregoing, the parties agree that the Advisor is free to use (a) information in the public domain not as a result of a breach of this Agreement, (b) information lawfully received form a third party who had the right to disclose such information and (c) the Advisor’s own independent skill, knowledge, know-how and experience to whatever extent and in whatever way it wishes, in each case consistent with its obligations as the Advisor and that, at all times, the Advisor is free to conduct any research relating to the Company’s business.

SECTION 6.  Ownership of Proprietary Information. 

The Advisor agrees that all information that has been created, discovered or developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates") (including, without limitation, information relating to the development of the Company's business created, discovered, developed by the Company or any of its affiliates during the Term, and information relating to the Company's customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as

applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including without limitation the right to make application for statutory protection.  All the aforementioned information is hereinafter called "Proprietary Information."  By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company's Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors).

All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Advisor that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Advisor.

SECTION 7.  Indemnification.
The Company represents that all materials provided or to be provided to the Advisor or any third party regarding the Company’s financial affairs or operations are and shall be truthful and accurate and in compliance with any and all applicable federal and state securities laws. The Company agrees to indemnify and hold harmless the Advisor and its advisors, professionals and affiliates, the respective directors, officers, partners, members, managers, agents and employees and each other person, if any, controlling the Advisor or any of its affiliates to the full extent lawful, from and against all losses, claims, damages, liabilities and expenses incurred by them (including reasonable attorneys' fees and disbursements) that result from actions taken or omitted to be taken (including any untrue statements made or any statement omitted to be made) by the Company, its agents or employees which relate to the scope of this Agreement and the performance of the services by the Advisor contemplated hereunder.  The Advisor will indemnify and hold harmless the Company and the respective directors, officers, agents, affiliates and employees of the Company from and against all losses, claims damages, liabilities and expenses that result from bad faith, gross negligence or unauthorized representations of the Advisor.  Each person or entity seeking indemnification hereunder shall promptly notify the Company, or the Advisor, as applicable, of any loss, claim, damage or expense for which the Company or the Advisor, as applicable, may become liable pursuant to this Section 6. No party shall pay, settle or acknowledge liability under any such claim without consent of the party liable for indemnification, and shall permit the Company or the Advisor, as applicable, a reasonable opportunity to cure any underlying problem or to mitigate actual or potential damages.  The scope of this indemnification between the Advisor and the Company shall be limited to, and pertain only to certain transactions contemplated or entered into pursuant to this Agreement.
The Company or the Advisor, as applicable, shall have the opportunity to defend any claim for which it may be liable hereunder, provided it notifies the party claiming the right to indemnification in writing within fifteen (15) days of notice of the claim.
The rights stated pursuant to this Section 6 shall be in addition to any rights that the Advisor, the Company, or any other person entitled to indemnification may have in common law or otherwise, including, but not limited to, any right to contribution.

SECTION 8.  Notices. 

Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon facsimile transmission (with written transmission confirmation report) at the number designated below; (b) when delivered personally against receipt therefore; (c) one day after being sent by Federal Express or similar overnight delivery; or (d) five (5) business days after being mailed registered or certified mail, postage prepaid.  The addresses for such communications shall be as set forth below or to such other address as a party shall give by notice hereunder to the other party to this Agreement.

If to the Company:   L-Agriculture  
Insert address here

If to the Advisor:   Hickey Freihofner Advisors, LLC
2 Sharon Lane
Scarsdale, NY 10583
Attention:  Greg Freihofner
Fax: 646-723-5233

SECTION 9.  Status of Advisor. 
The Advisor shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for on behalf of or represent the Company.  This Agreement does not create a partnership or joint venture.
SECTION 10.  Successors and Assigns. 

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement and any of the rights, interests or obligations hereunder may be assigned by the Advisor. This Agreement and any of the rights, interests or obligations hereunder may not be assigned by the Company without the prior written consent of the Advisor, which consent shall not be unreasonably withheld.   

SECTION 11.  Severability of Provisions. 

If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.

SECTION 12.  Entire Agreement; Modification. 

This Agreement and the schedule hereto contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto and thereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.  No amendment or modification of this Agreement shall be valid unless made in writing and signed by each of the parties hereto.

SECTION 13.  Non-Waiver. 

The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith; and the said terms, conditions and provisions shall remain in full force and effect.  No waiver of any term or condition of this Agreement on the part of any party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

SECTION 14.  Remedies For Breach. 

The Advisor and Company mutually agree that any breach of this Agreement by the Advisor or the Company may cause irreparable damage to the other party and/or their affiliates, and that monetary damages alone would not be adequate and, in the event of such breach or threat of breach, the damaged party shall have, in addition to any and all remedies at law and without the posting of a bond or other security, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of either party's obligations under such Sections.  In the event that an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to it.  The defaulting party shall pay all attorney’s fees and costs incurred by the other party in enforcing this Agreement.

SECTION 15.  Governing Law. 

The parties hereto acknowledge that the transactions contemplated by this Agreement bear a reasonable relation to the state of New York. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the state of New York without regard to such state’s principles of conflicts of laws.  The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this Agreement shall be in the state and/or federal courts situated in the county and state of New York.  Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum.  Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. Service of process in any Action by any party may be made by serving a copy of the summons and complaint, in addition to any other relevant documents, by commercial overnight courier to any other party at their address set forth in this Agreement.

SECTION 16.  Headings. 

The headings of the Sections are inserted for convenience of reference only and shall not affect any interpretation of this Agreement.

SECTION 17.  Counterparts. 

This Agreement may be executed in counterpart signatures, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument, it
being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

    [Signature Page Immediately Follows]

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement of eight  (8) pages as of the day and year first written above.

     L-Agriculture Company

     Signature: ¬¬¬________________________________
      
     Name:___________________________________
     

Hickey Freihofner Advisors, LLC

     By:_________________________________
     Greg Freihofner   

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