BROKERS AND FINDERS In accordance with the Letter of Agreement that follows, Genesis has agreed to pay a finders fee of $20,000 to North Pacific Ventures, LLC, and North Pacific Ventures has agreed to accept $20,000 for the finders fee. Genesis will...

Exhibit 2.3

                                    EXHIBIT C

                               BROKERS AND FINDERS



         In accordance  with the Letter of Agreement  that follows,  Xxxxxxx has
agreed to pay a finders fee of $20,000 to North Pacific Ventures, LLC, and North
Pacific  Ventures has agreed to accept $20,000 for the finders fee. Genesis will
make the $20,000  payment to North Pacific  Ventures LLC within five days of the
Closing Date upon delivery by North Pacific Ventures LLC of a full, complete and
unconditional release.



Exhibit 2.3

                                    EXHIBIT C

                               BROKERS AND FINDERS



         In accordance  with the Letter of Agreement  that follows,  Xxxxxxx has
agreed to pay a finders fee of $20,000 to North Pacific Ventures, LLC, and North
Pacific  Ventures has agreed to accept $20,000 for the finders fee. Genesis will
make the $20,000  payment to North Pacific  Ventures LLC within five days of the
Closing Date upon delivery by North Pacific Ventures LLC of a full, complete and
unconditional release.