0000950136-07-002350 Sample Contracts

HCFP/Brenner Securities, LLC New York, N.Y. 10106
Merger and Acquisition Advisory Agreement • April 5th, 2007 • Juniper Partners Acquisition Corp. • Blank checks • New York

This letter agreement (the “Merger and Acquisition Advisory Agreement” or “M&A Agreement”) will confirm the arrangements, terms and conditions pursuant to which HCFP/Brenner Securities, LLC (“Advisor” or “HCFP”) has been retained to serve as the non-exclusive financial advisor to Juniper Content Corporation (the “Company”) in connection with proposed Transactions (as defined in Paragraph 3 below) during the Term (as defined in Paragraph 2 below). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree to the following terms and conditions:

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HCFP/Brenner Securities, LLC New York, N.Y. 10106
General Advisory Agreement • April 5th, 2007 • Juniper Partners Acquisition Corp. • Blank checks • New York

This letter agreement (the “General Advisory Agreement” or this “Agreement”) will confirm the arrangements, terms and conditions pursuant to which HCFP/Brenner Securities, LLC (“Advisor” or “HCFP”) has been retained to serve as investment banker and financial advisor to Juniper Content Corporation (the “Company”) during the Term (as defined in Section 2 hereof). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree to the following terms and conditions:

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