Exhibit 5.4
North Shore Capital Advisors Corp.
00 Xxxxxx Xxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
July 1, 2004
Mr. Xxxxxx Xxxxx
00 Xxxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
Dear Xxxxx:
As we discussed, we are herein detailing a compensation agreement between
you and North Shore Capital Advisors Corp. (the "Company") relating to potential
merger or reverse merger partners ("Merger Partners") you may first introduce to
the Company. In the event that you first introduce a Merger Partner to the
Company that results in a merger or reverse merger with such Merger Partner (a
"Transaction"), the Company shall issue to you a five-year warrant (the
"Warrant") to purchase 200,000 shares of the Company's common stock at $1.00 per
share.
The Warrant shall be issued to you at the closing of the Transaction. The
Company shall not have any obligation to consummate any Transaction with any
Merger Partner introduced by you. Please acknowledge your acceptance of this
agreement by signing both copies of this letter and where indicated below and
returning one copy to the undersigned.
Sincerely,
NORTH SHORE CAPITAL ADVISORS CORP.
By: /s/ Xxxxxxxx Xxxxxx
_______________________________
Xxxxxxxx Xxxxxx
Assistant Secretary
ACCEPTED AND AGREED:
/s/ Xxxxxx Xxxxx
__________________________
XXXXXX XXXXX
