CHURCHILL VENTURES LTD. July 6, 2006

EXHIBIT 10.9

XXXXXXXXX VENTURES LTD.

                                                       July 6, 2006

Xxxxxxxxx Capital Partners LLC
00 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:

     This letter will confirm our agreement that commencing on June 1, 2006 Xxxxxxxxx Capital Partners LLC (“CP”) shall make available to Xxxxxxxxx Ventures Ltd. (“CVL”) certain office space and general and administrative services as may be required by CVL, situated at 00 Xxxxxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx, 00000. In exchange therefore, CVL shall pay CP the sum of $7,500 per month. CVL will pay CP the $7,500 monthly fee each month until the earlier of (i) the completion of CVL’s initial business combination and (ii) CVL’s dissolution.

	Very truly yours,
	XXXXXXXXX VENTURES LTD.
	By:	/s/Xxxxxxxxxxx Xxxxxx
		Name: Xxxxxxxxxxx Xxxxxx
		Title: Chief Executive Officer

AGREED TO AND ACCEPTED BY:

XXXXXXXXX CAPITAL PARTNERS, LLC

By: /s/Xxxxxxxx X’Xxxxxxx                              
      Name: Xxxxxxxxx X’Xxxxxxx
      Xxxxx: Chief Financial Officer