Keating Securities, LLC Greenwood Village, Colorado 80111-2739

EXHIBIT 2.9

Xxxxxxx Securities, LLC

0000 XXX Xxxxxxx, Xxxxx 0000

Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000

(000) 000-0000

(000) 000-0000 fax

August 16, 2006

Mr. Xxxxx Xxxxxxx, President

Cyber Merchants Exchange, Inc.

000X Xxxxxxxxx Xxxxxxxxx, Xxxxx 00

Xxxx Xxxxx, Xxxxxxx, 00000

Re: Financial Advisory Agreement

Dear Xx. Xxxxxxx:

This letter will confirm our agreement (“Agreement”) that Xxxxxxx Securities, LLC (“Xxxxxxx”) is authorized to represent Cyber Merchants Exchange, Inc. and its current and future subsidiaries (collectively, the "Company”) and to assist the Company as its financial advisor on the terms and conditions set forth herein. This Agreement shall become effective upon the execution hereof by both Xxxxxxx and the Company.

1. Performance of Services. Xxxxxxx shall act as the Company's exclusive advisor concerning matters pertaining to the Company's efforts to acquire Infosmart Group, Limited and its direct and indirect subsidiaries (collectively, “Infosmart”) in a reverse merger or similar transaction ("Reverse Merger"). Xxxxxxx will assist the Company in: (i) the corporate, business and financial due diligence evaluation of Infosmart; (ii) the capital and transaction structuring; (iii) development of capital markets strategy; (iv) valuation analysis; (v) company, market and industry research; (vi) analysis of various exchange listing requirements; and (vii) transaction negotiation and execution. The services set forth in this paragraph shall be referred to herein in as “Reverse Merger Services”.

The services being provided by Xxxxxxx hereunder are being rendered solely to the Board of Directors of the Company (the “Board”). These services are not being rendered by Xxxxxxx as an agent or as a fiduciary of the shareholders of the Company, and Xxxxxxx shall not have any obligation or liability with respect to its services hereunder to such shareholders or any other person, firm or corporation absent fraud or willful misconduct by Xxxxxxx.

The parties hereto acknowledge and agree that Xxxxxxx is not rendering legal advice or performing accounting or auditing services as part of the services provided under this Agreement. Xxxxxxx shall be free to provide services for other persons, which services shall not be deemed to be in conflict with the services to be performed by Xxxxxxx under this Agreement.

2. Term. The term of this Agreement shall commence on the date of this Agreement and continue until the closing of the Reverse Merger or the abandonment of the Reverse Merger (the "Term"). The Term hereof may be extended by the mutual written agreement of the parties hereto. Notwithstanding anything contained herein to the contrary, the provisions of Section 2 (Term), Section 3 (Compensation), Section 6 (Indemnification), Section 7 (Disclosure) and Section 8 (Miscellaneous) shall survive the termination and expiration of this Agreement.

3. Compensation. As compensation for the Reverse Merger Services rendered by Xxxxxxx under this Agreement, upon closing of the Reverse Merger between the Company and Infosmart, the Company shall pay Xxxxxxx a fee of $450,000 at the closing of the Reverse Merger.

4. Affiliated Companies. The Company acknowledges and agrees, and enters into this Agreement with the full knowledge that, Xxxxxxx and its officers, directors and affiliates may own, directly or indirectly, a majority interest in the Company as of the date of this Agreement and may have provided or may provide equity or debt financing to the Company.

5. Availability and Accuracy of Information. The Company shall furnish Xxxxxxx with all reasonable information and material requested or required by Xxxxxxx involving the Company and Infosmart including, without limitation, information concerning historical and projected financial results, public and regulatory filings, material contracts and commitments, proposed financings, acquisitions or other transactions, and possible and known litigation, environmental and other contingent liabilities of the Company and Infosmart ("Information"). The Company also agrees to make available to Xxxxxxx such representatives of the Company and Infosmart, including, among others, directors, officers, employees, outside counsel and independent certified public accountants, as Xxxxxxx may reasonably request. The Company will promptly advise Xxxxxxx of any material changes in the Company’s or Infosmart’s business or finances. The Company represents and warrants that the Information provided or made available to Xxxxxxx by the Company and Infosmart, at all times during the Term hereof, is and shall be complete and true in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereof not misleading in light of the circumstances under which such statements are made. The Company further represents and warrants that any projections provided to Xxxxxxx will have been prepared in good faith and will be based upon assumptions that, in light of the circumstances under which they are made, are reasonable. The Company acknowledges and agrees that in rendering its services hereunder Xxxxxxx will be using and relying on the Information, without independent investigation, appraisal or verification, and Xxxxxxx assumes no responsibility for the accuracy or completeness of the Information.

6. Indemnification. The Company agrees to indemnify and hold harmless Xxxxxxx, its affiliates and their respective officers, directors, members, partners, employees, agents and affiliates and control persons of any of the above (each an “Indemnified Person”) from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses that are related to or arise out of (each of the following descriptions in (i), (ii) and (iii) are referenced collectively herein as “Indemnification Events”)(i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, (ii) any breach of any warranty, representation or agreement of Company contained in this Agreement, or (iii) actions

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taken or omitted to be taken by an Indemnified Person with the consent of or in conformity with the actions or omissions of the Company. The Company agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for such Indemnified Person) of such Indemnified Person caused by the Indemnification Events in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of an Indemnified Person under this Agreement. The indemnity agreements under this Section shall survive the completion of services rendered for Company by Xxxxxxx and the termination or expiration of this Agreement The Company shall not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to the preceding sentence that are finally judicially determined to have resulted from Xxxxxxx’x or such other Indemnified Person’s grossly negligent, reckless or wrongful conduct, and Xxxxxxx agrees to indemnify and hold Company harmless from any claims, losses, liabilities or damages incurred by the Company arising out of Xxxxxxx’x grossly negligent, reckless or wrongful conduct as determined in a final judicial determination.

7. Disclosure and Confidentiality. Any financial or other advice, descriptive memoranda or other documentation rendered by Xxxxxxx pursuant to this Agreement may not be disclosed publicly or to any third party without the prior written approval of Xxxxxxx. All non-public information provided by the Company to Xxxxxxx will be considered confidential information and shall be maintained as such by Xxxxxxx, except as required by law or as required to enable Xxxxxxx to perform its services pursuant to this Agreement, until the same becomes known to third parties or the public without release thereof by Xxxxxxx. This provision is intended to insure, among other things, that the parties at all times comply with the provisions of SEC Regulation FD.

8. Miscellaneous.

A. Before the Company releases any information referring to Xxxxxxx’x role as the Company’s financial advisor under this Agreement or uses Xxxxxxx’x name in a manner which may result in public dissemination thereof, the Company shall furnish drafts of all documents or prepared oral statements to Xxxxxxx for comments, and shall not release any information relating thereto without the prior written consent of Xxxxxxx. Nothing herein shall prevent the Company from releasing any information to the extent that such release is required by law.

B. The Company agrees that, following the consummation of any transaction covered by this Agreement, Xxxxxxx shall have the right to place advertisements in financial and other newspapers and journals at the Company's expense, describing its services to the Company hereunder, provided that Xxxxxxx will submit a copy of any such advertisements to the Company for its prior approval, which approval shall not be unreasonably withheld.

C. The Company represents and warrants that this Agreement has been duly authorized and represents the legal, valid, binding and enforceable obligation of the Company and that neither this Agreement nor the consummation of any transactions contemplated hereby requires the approval or consent of any governmental or regulatory agency or violates or conflicts with any law, regulation, contract or order binding the Company.

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D. The terms, provision and conditions of this Agreement are solely for the benefit of the Company and Xxxxxxx and the other Indemnified Persons and their respective heirs, successors and permitted assigns and no other person or entity shall acquire or have a right by virtue of this Agreement. This Agreement may not be assigned by either party without prior written consent of the other party.

E. This Agreement contains the entire understanding and agreement between the parties hereto with respect to Xxxxxxx’x engagement hereunder, and all prior writings and discussions are hereby merged into this Agreement. No provision of this Agreement may be waived or amended except in a writing signed by both parties. A waiver or amendment of any term or provision of this Agreement shall not be construed as a waiver or amendment of any other term or provision.

F. Each party represents and warrants that it will comply with all applicable securities and other laws, rules and regulations relating hereto and that it shall not circumvent or frustrate the intent of this Agreement.

G. This Agreement may be executed by facsimile signatures and in multiple counterparts, each of which shall be deemed an original. It shall not be necessary that each party executes each counterpart, or that any one counterpart be executed by more than one party so long as each party executes at least one counterpart.

H. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement.

I. This Agreement shall be governed by and constructed under the laws of the State of Colorado without regard to such state’s conflicts of law principles, and may be amended, modified or supplemented only by written instrument executed by parties hereto.

J. All disputes, controversies or claims (“Disputes”) arising out of or relating to this Agreement shall in the first instance be the subject of a meeting between a representative of each party who has decision-making authority with respect to the matter in question. Should the meeting either not take place or not result in a resolution of the Dispute within twenty (20) business days following notice of the Dispute to the other party, then the Dispute shall be resolved in a binding arbitration proceeding to be held in Denver, Colorado in accordance with the international rules of the American Arbitration Association. The arbitrators may award attorneys’ fees and other related arbitration expenses, as well as pre- and post-judgment interest on any award of damages, to the prevailing party, in their sole discretion. The parties agree that a panel of three arbitrators shall be required, all of whom shall be fluent in the English language, and that the arbitration proceeding shall be conducted entirely in the English language. Any award of the arbitrators shall be deemed confidential information for a minimum period of five years, except to the extent public disclosure of such information is required by applicable securities laws or regulations.

K. All notices required by the terms of this Agreement shall be in writing and delivered to the other party at the addresses set forth below, either by personal delivery, by a recognized international overnight courier service, or by facsimile. Notices will be deemed given as of

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the date of receipt, which date shall be evidenced by the signature of an authorized representative of the receiving party or by written evidence of a successful transmission of either a facsimile.

If to Xxxxxxx:

Xxxxxxx Securities, LLC

Attn: Xxxxxxx X. Xxxxxxx, President

0000 XXX Xxxxxxx, Xxxxx 0000

Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000

(000) 000-0000 telephone

(000) 000-0000 fax

If to the Company (prior to Closing):

Cyber Merchants Exchange, Inc.

Attn: Xxxxx Xxxxxxx, President

000X Xxxxxxxxx Xxxxxxxxx, Xxxxx 00

Xxxx Xxxxx, Xxxxxxx, X.X.X 00000

(000) 000-0000

(000) 000-0000 fax

and

If to the Company (after Closing):

Infosmart Group, Limited

A2, 18F Fortune Factory Xxxxxxxx

00 Xxx Xxxxx Xxxxxx

Xxxx Xxx, Xxxx Xxxx

Attn: Xxxx Xxxx

(000) 0000-0000 telephone

(000) 0000-0000 telecopy

or such other address as indicated by the Company as its primary business address in its SEC filings.

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If the forgoing correctly sets forth the entire understanding and agreement between the Company and Xxxxxxx, please so indicate by executing this Agreement as indicated below and returning an executed copy to Xxxxxxx together, whereupon this Agreement shall constitute a binding agreement as of the date first above written.

Very truly yours,

XXXXXXX SECURITIES, LLC

By:  /s/ Xxxxxxx X. Xxxxxxx

Xxxxxxx X. Xxxxxxx, President

ACCEPTED AND AGREED TO:

Cyber Merchants Exchange, Inc.

By:  /s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx, President

Date: August 16, 2006

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