This willconfirm the terms under which you will be paid for providing assistance as aconsultant in connection with our acquisition of Ariel Way, Inc. We have agreedthat upon our acquisition of such firm you shall be issued 499,342 shares of ourcommon stock which shall be registered on Form S-8 prior to issuance and shallnot be subject to restrictions on transfer. If such acquisition is not completedno fee shall be due you.
Youacknowledge that it is your responsibility to obtain your own legal and taxadvice with respect to this agreement and the transaction contemplated herebyand acknowledge that Joel Bernstein, Esq. has represented only Netfran inconnection with this agreement and not you.
If theforegoing accurately sets forth the full and complete terms of our agreement,please so confirm by signing in the place indicated below and returning to theundersigned for its records at which time this shall constitute a legallybinding agreement between us.
By: s/Elliot Krasnow, President
THE ABOVEIS CONFIRMED: