CORPORATE FINANCE ADVISORY SERVICES AGREEMENT

CORPORATE FINANCE ADVISORY SERVICES AGREEMENT

XXXXXXXXX CORPORATE INVESTOR SERVICES LLC (“XXXXXXXXX”) hereby agrees to provide to Northern Business Acquisition Corp. (the “Company”) corporate finance advisory services specifically and primarily designed to identify a privately-held merger or acquisition target with historical and ongoing business operations for the Company, with the objective of the Company combining with the target and having its post-transaction shares became publicly-traded in the United States.

1. General Summary of Advisory Services

XXXXXXXXX agrees to provide to the Company general advisory services, which shall include;

[a] Identification of appropriate merger or acquisition candidates with historical and ongoing business operations

[b] Assistance with negotiations with the target company (the “Target”)

2. Costs for Advisory Services

2.1 Payment in Shares. The advisory services to be provided by XXXXXXXXX shall commence upon the receipt by XXXXXXXXX of an executed copy of this Advisory Services Agreement and the issuance by the Company to XXXXXXXXX (or designees of XXXXXXXXX) of shares of the common stock of the Company (the “Stock”), with the understanding that the Stock shall represent no less than 10% of the Company’s shares outstanding, on a fully diluted basis, after the acquisition of, or merger with, the Target.

2.2 Stock Certificates. Certificates representing the Stock shall be registered in XXXXXXXXX’x name [or designees of XXXXXXXXX] [or an appropriate book entry shall be made]. Certificates shall be issued to XXXXXXXXX and registered in the name of XXXXXXXXX [or designees of XXXXXXXXX].

2.3 Adjustments to Stock. If there is any change, increase or decrease, in the outstanding shares of the Company’s common stock which is effected without receipt of additional consideration by the Company, by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange of stock, or other similar circumstances, or if there is a spin-off or other distribution of assets to the Company’s stockholders, other than the acquisition of the Target, the Company shall make an appropriate adjustment in the aggregate number of shares of Stock. Such adjustment shall be identical to the adjustment made generally with respect to outstanding shares of the Company’s common stack. Any additional securities or other property issued to XXXXXXXXX as a result of any of the foregoing events shall continue to be subject to the terms of this Agreement to the same extent as the Stock giving rise to the right to receive such additional securities or other property.

3. Disclosure

Additionally, it is acknowledged that XXXXXXXXX, or an affiliate of XXXXXXXXX may enter, or has entered into a services agreement with many or all the potential merger or acquisition candidates to which XXXXXXXXX will introduce the Company, and that XXXXXXXXX, or an affiliate of XXXXXXXXX may be receiving cash fees from the Target.

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4. Representation and Warranties

4.1 Company. The Company represents and warrants to XXXXXXXXX as follows: [i] The Company has been duly formed; [ii] the execution of this Agreement has been duly authorized by the Company and does not require the consent of or notice to any party not previously obtained or given, and [iii] The Company shall indemnify and save XXXXXXXXX harmless against any claims, damages, liabilities and causes of action, including but not limited to reasonable attorney fees, which arise by reason of the consulting services provided by XXXXXXXXX hereunder, or by reason of an act XXXXXXXXX may do on behalf of, or at the request of the Company, providing that XXXXXXXXX’x actions and activities in providing consulting services hereunder, and any such act undertaken by XXXXXXXXX on behalf of, or at the request of the Company, actions or activities are consistent with the provisions of this Agreement, are undertaken in good faith, and do not involve gross negligence or wanton or willful misconduct by XXXXXXXXX.

4.2 XXXXXXXXX. XXXXXXXXX represents and warrants to the Company as follows: [i] XXXXXXXXX has been duly formed under the laws of the State of Colorado: [ii] the execution of this Agreement and the performance of XXXXXXXXX’X obligations hereunder does not require the consent of or notice to any party not previously obtained or given, and, there is nothing that prohibits or restricts the execution by XXXXXXXXX of this Agreement or its performance of its obligations hereunder.

4.3 XXXXXXXXX’x investment Representations. XXXXXXXXX acknowledges that the Stock to be issued by the Company pursuant to this Agreement has not been registered under the Securities Act, or any applicable state securities laws, and is being offered and sold pursuant to exemptions from such registration requirements based in part upon XXXXXXXXX’x representations and acknowledgments contained in this Agreement, including the following:

[a] XXXXXXXXX warrants and represents to the Company that XXXXXXXXX is acquiring the Stock on XXXXXXXXX’x own account for investment and not with a view to or for sale in connection with any distribution of the Stock or with any present intention of distributing or selling the Stock and Participant does not presently have reason to anticipate any change in circumstances or any particular occasion or event which would cause XXXXXXXXX to sell the Stock;

[b] XXXXXXXXX acknowledges that XXXXXXXXX must bear the economic risk of this investment indefinitely unless the Stock is registered pursuant to the Securities Act and applicable state securities laws or an exemption from such registration is available;

[c] XXXXXXXXX understands there is no assurance that any exemption from registration under the Securities Act and applicable state securities laws will be available in the future; and

[d] XXXXXXXXX represents that, by reason of XXXXXXXXX’x relationship with the Company and XXXXXXXXX’x business and financial expertise, XXXXXXXXX has the capacity to protect XXXXXXXXX’x own interests in connection with the transactions contemplated by this Agreement.

5. Covenants

Each of XXXXXXXXX and the Company covenant that it will diligently, skillfully and in good faith do and perform the acts and duties required herein.

6. Miscellaneous

6.1 Rights as a Stockholder. XXXXXXXXX shall have, with respect to the Stock, all of the rights of a stockholder of the Company, including the right to vote the Stock and the right to receive any dividends or other distributions with respect thereto.

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6.2 Validity of Share Issuance. The shares of Stock have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

6.3 Further Action. The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

6.4 Notice. All notices, requests, demands, directions and other communications [“Notices”] provided for in this Agreement shall be in writing and shall be mailed or delivered personally or sent by facsimile to the applicable Party at the address of such Party set forth below in this Section 6.4. When mailed, each such Notice shall be sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid wrapper, and shall be effective on the third business day after it has been deposited in the mail. When delivered personally, each such Notice shall be effective on the first business day on which or after which it is delivered to the address for the respective Party set forth in this Section 6.4. When sent by facsimile, each such Notice shall be effective on the first business day on which or after which it is sent. Each such Notice shall be addressed to the Party to be notified as shown below:

THE COMPANY:

Northern Business Acquisition Corp.

Attention: Xxxx Xxxxxx

00 Xxxxx Xxxxxxx

Xxxxxx, XX 00000

Fax: (000) 000-0000

XXXXXXXXX: XXXXXXXXX CORPORATE INVESTOR SERVICES LLC Attention: Xxxxxxx X. Xxxxxxxxx, Managing Member 00 Xxxxxx Xxxxxx, Xxxxx 00 Denver, CD 80206 Fax:0-000-000-0000

Either Party may change its respective address for purposes of this Section 6.4 by giving the other Party Notice of the new address in the manner set forth above.

6.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be or become prohibited or invalid in whole or in part for any reason whatsoever, that provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remaining portion of that provision or the remaining provisions of this Agreement.

6.6 Non-Waiver. The waiver of any Party of a breach or a violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Agreement.

6.7 Amendment. No amendment or modification of this Agreement shall be deemed effective unless and until it has been executed in writing by the Parties to this Agreement. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a written instrument that has been executed by the Party charged with such waiver or estoppel.

6.8 Inurement. This Agreement shall be binding upon all of the Parties, and it shall benefit respectively, each of the Parties, and their respective employees, agents and successors. Except as expressly provided herein, there are no third party beneficiaries to this Agreement, and this Agreement shall not be assignable by any party.

6.9 Headings. The headings to this Agreement are for convenience only, they form no part of this Agreement and shall not affect its interpretation.

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6.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single instrument.

6.11 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in Denver, Colorado by arbitration [except as provided below], in accordance with the rules then obtaining, of the American Arbitration Association [the “Association”]. If the subject of the arbitration involves an intellectual property, corporate, or bankruptcy matter, as determined by the Association, then the arbitrator[s] shall have had experience in that subject. The Association is authorized to make arrangements for this arbitration, to be held under these rules in any locality in the United States agreed upon by the parties or as designated by the Association. In addition, in the event of a dispute for which the aggrieved party seeks immediate equitable relief, including without limitation an injunction, the appropriate action may be brought in any court with appropriate jurisdiction, provided that any such equitable relief shall be subject to modification by the court after completion of arbitration of the dispute. This Agreement shall be enforceable, and judgment upon any award rendered by all or a majority of the arbitrators may be entered, in any court of any county having jurisdiction.

6.12 Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Colorado of the United States without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the Parties have executed this Agreement, as of the date set forth below.

NORTHERN BUSINESS ACQUISITION CORP.

/s/ Xxxx Xxxxxx

Xxxx Xxxxxx

Title PRESIDENT

Date 6-17-05

XXXXXXXXX CORPORATE INVESTOR SERVICES LLC
By:  /s/ Xxxxxxx X. Xxxxxxxxx	6-17-05
Xxxxxxx X. Xxxxxxxxx, Managing Member	Date

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