December 31, 2004 Board of Directors Somerset International Group, Inc.

December 31, 2004

Board of Directors

Somerset International Group, Inc.

00 Xxxxxxxxxx Xxxxxx Xxxx

Bedminster, NJ 07921

Dear Board of Directors:

In reference to our respective Employment Agreements dated January 6, 2004 we hereby agree to waive any claims for payment of salary and auto, mobile phone and medical benefits provided for in those Employment Agreements. We agree to this waiver from the period October 1, 2004 through March 31, 2005.

Very truly yours,

Somerset International Group, Inc.

_/s/ Xxxx X. Adiletta____________

Xxxx X. Xxxxxxxx

Chief Executive Auditor

_/s/ Xxxx Xxxxxxxx_______________

Xxxx Xxxxxxxx

Executive Vice President