Dear Mr. Vasos-Peter John Panagiotopoulos II:

          This letter agreement will serve to confirm the terms upon which 
you ("Consultant") are to be retained and compensated by <client> ("Client"), 
in connection with your efforts to procure strategic alliances for Client or 
any of its subsidiaries or affiliates (Client and each such subsidiary and 
affiliate are herein individually called a "Company").  This letter agreement 
is limited to the following transactions (each, a "Transaction") (i) 
alliances with <...> clients of and procured by <...>, (ii) venture capital 
investments by subsidiaries of <...>, (iii) alliances with firms affiliated 
with or clients of <...>, (iv) alliances with <...> or affiliates thereof, 
(v) research technology transfer intellectual property, licences and 
alliances procured via <...> and (vi) alliances with or purchase of <...> 
clients of and procured by <...>.  

        It is hereby understood and agreed that, as a non-negotiating finder, 
Consultant is not creating any act of agency or any fiduciary relationship 
whatsoever, and Consultant is neither involved in fixing the price nor the 
terms of the sale. (However, where applicable, Consultant shall qualify for a 
finder's fee as provided for in New York State General Obligations Law 
5.701.10 where the definition of "negotiating" includes procuring an 
introduction to a party in the transaction.) Moreover, Consultant shall have 
no authority to enter into any commitments on Client's behalf, or to 
negotiate the terms of Transaction, or to hold any funds or securities in 
connection with Transaction or to perform any act which would require 
Consultant to become a registered securities, real estate or business broker 
or dealer. It is also clearly understood that Consultant is not a registered 
securities, real estate or business broker or dealer. 

          If a Transaction is consummated (whether such Transaction shall be 
in the form of an exchange or purchase of assets, intellectual property, 
licenses, an exchange or purchase of stock, a merger, a partnership, a joint 
venture or otherwise), Client shall pay Consultant (as Consultant is the 
finder and originator who discloses to Client the opportunity to engage in 
each Transaction) a commission (the "Fee") equal to the sum of:  (a) an 
amount equal to one and one half percent of the aggregate consideration or 
investment received by the applicable Company (the "Consideration"); plus (b) 
an amount equal to one percent of the portion of the actual Cash Flow (as 
hereinafter defined) of the applicable Company resultant from and 
attributable to each Transaction, for the first five years after 
consummation of the Transaction. 

        Aggregate Consideration due to seed venture capital may include 
equity interests sold to investors as well as issuable to investors upon 
conversion of convertible securities sold or issued to investors or exercise 
of Founder Stock Warrants issued to investors. Up to half of the portion of 
the Fee due to seed venture capital may be paid to Consultant in the form of 
Founder Stock Warrants, said warrants being valued (for the purposes of this 
calculation ONLY) at the par value of the corresponding equity investments; 
as well as participating preferred Founder Stock, the proportion 
approximating five Founder Stock Warrants for every ten shares of Founder 
Stock. Founder Stock Warrants shall be five-year warrants to purchase 
participating prefereed equity interests in Client's resulting seed venture. 
The exercise price of such Founder Stock Warrants shall be the same as the 
par value of preferred stock sold to seed venture investors in the 
Transaction. The Founder Stock Warrants shall be issued to Consultant for the 
total cash consideration of one dollar paid by Consultant.
    
        Aggregate Consideration due to research technology transfer 
intellectual property, licenses and alliances may include revenues generated 
when any licensed article is sold by any individual, firm, or organisation 
holding any direct, indirect, equity-warrant, preferred-customer-alliance, 
associational or other common interest with Client. Alternative to the 
calculation set forth above, any Fee resulting from research technology 
transfer intellectual property, licenses and alliances may be calculated as 
the greater of one tenth of any resultant Licensed Net Receipts or one 
twentieth of any resultant Cash Flow derived from manufacture and sale of the 
licensed articles - payable during each year for the full term of the 
technology transfer portion of the Transaction introduced by Consultant. For 
royalty purposes hereunder, licensed articles shall be considered sold when 
billed out, or, if not billed out, when delivered, shipped or mailed. 
However, royalties paid on articles that are not accepted by customers may be 
credited against subsequent royalty payments due hereunder. "Licensed Net 
Receipts" shall mean the licensee's gross sales revenue less Cost of Goods 
Sold.
  
        ("Cash Flow" shall mean Sales Revenues, less Cost of Goods Sold, less 
Operating Expences, less Increases to Working Capital, less Capital 
Expenditures, less Income Tax Provision, summed with Depreciation Expence, 
summed with Increase in Deferred Taxes, and summed with Amortization of 
Goodwill.  "Cost of Goods Sold" shall mean the usual discounts and allowances 
to customers; refunds for returned goods; excise, value-added and sales 
taxes; and the cost of transportation.  Should any year's Cash Flow be less 
than zero, it shall, for the purposes of the Fee calculation, be assumed to 
be equal to zero. A "Lehman Fee" is defined as a fee not greater than one 
twentieth of the Consideration, decreasing by one hundredth of each 
incremental million dollars of Consideration, so that all subsequent 
incremental million dollars of Consideration which bring the Consideration 
over four million dollars will result in a one hundredth fee for the excess 
over four million dollars. The total Lehman Fee will therefore be some amount 
in excess of one hundredth of the total resultant Consideration. The "Lehman
Fee" is calulated in U.S.A. dollars.)

          Client shall have the right to terminate this Agreement at any time 
by written notice to Consultant. Notwithstanding any such termination, if a 
Transaction shall occur within twelve months from the date of termination, 
Consultant shall be entitled to the compensation set forth herein.

        The Consideration paid to the applicable Company shall be deemed to 
include both cash and any securities or other property received by the 
Company in the Transaction in question. Consideration shall not be deemed to 
include remuneration paid to shareholders or others in connection with 
consulting or employment contracts or arrangements.  Debts assumed in a 
Transaction shall not be deemed Consideration.  In the event that any 
Consideration shall be payable in securities:  debt securities shall be 
valued at the lesser of their outstanding principal and their market value on 
the day of delivery; preferred stock shall be valued at the lesser of 
liquidation preference and market value on the day of delivery; and common 
stock shall be valued at the average of the mean between the high and low 
quotations therefor on any organized securities market for a period of thirty 
trading days immediately preceding the day of delivery.  If it is not 
possible to value any such securities in accordance with the foregoing 
procedures, then their value shall be the value reasonably ascribed thereto 
by the Company's Board of Directors, whose determination shall be made in 
good faith and shall be subject to the reasonable approval of Consultant. 

          Client shall pay the Fee to Consultant in immediately available 
funds at the time of the consummation of the Transaction. The portion of Fee 
due to Cash Flow shall, however, be paid as each Cash Flow is generated. 
Client shall furnish Consultant with copy of Transaction Agreement at or 
prior to closing and shall inform Consultant of time of closing and afford 
Consultant the right to attend closing.

        No commission shall be payable if a Transaction outlined above is not 
consummated, regardless of whether or not the failure to consummate such 
Transaction is due to any action on the Company's part or on the part of any 
other person.
      
        Consultant may engage the services of other consultants in connection 
with performance of Consultant's services hereunder, provided their 
remuneration for such services is derived solely from portions of Fee. Should 
Client require the use of other consultants in ways that other consultants 
require their portion of Fee before payment of said Fee to Consultant, Client 
will pay that portion of Fee and deduct the amount paid to these other 
consultants from amount paid to Consultant.
      
        Neither Consultant, nor anyone on Consultant's behalf, is authorized 
in any way to commit the Client to any expense or agreement of any amount or 
kind.  Moreover, since Consultant is, as aforementioned, non-negotiating, 
Consultant shall never be held accountable to any fraudulent conveyance 
claims; therefore, due dilligence shall be solely the responsibility of 
Client and nowise of Consultant.  Any out-of pocket expenses which Consultant 
may incur in connection with Consultant's efforts as finder shall be borne 
solely by Consultant.

        Client agrees to provide complete, customary and appropriate
anonymous non-confidential financial, market and technology disclosure
Profile, within customary bounds, to be shown potential parties to a
Transaction. Client hereby represents and warrants that all
information provided to Consultant and parties to Transaction
pertaining to Client shall be true and correct; and that Client shall
hold Consultant harmless from any liability, expenses or claims
arising from the direct or indirect disclosure of Profile. Moreover,
Client is fully and solely responsible for assuring that information
in this Profile does not endanger the novelty of any intellectual
property of Client. Other than via Profile, Consultant shall not
disclose identity of Client nor any proprietary and confidential
business, strategic or technological information belonging to Client
without Client's implied or expressed consent and under the threat
only of non-punitive but remedial recourse by Client against
Consultant. Should Client be unable, slothful, misleading or unwilling
to provide such information, however, Consultant shall be doubly
remunerated for any such necessary efforts, and should funds be
unavailable for such remedial remuneration, remuneration shall be in
the form of actual or contractually promised participating preferred
equity in the relevant Client firm; moreover remedial, proportionate,
para delictis forfeiture to Consultant of control of venture should
take place, especially, but not only, to replace such officers who
deliberately provided misleading information.  Confidential
information shall include but not be limited to secret and proprietary
inventions, machines, strategies, devices, processes, software,
systems, creations, business procedures, techniques, machines,
notebooks, drawings, photographs, accounts, analysis, improvements,
and ideas, which may not be divulged to third parties except as
necessary for the completion of assigned tasks and upon completion and
abiding of similar confidentialiy agreement by such third parties,
except where such information is in public domain through no fault or
purpose of parties confided in.

          This letter agreement will also serve to confirm the terms upon 
which Consultant is to be retained and compensated by Client in connection 
with Consultant's efforts, as the need arises, and in ways and matters that 
do not endanger or hinder Consultant's role as finder to consult with the 
officers and employees of Client concerning matters relating to the 
management and organization of Client; their strategic, financial, technical 
and marketing policies; the terms and conditions of employment, and generally 
any matter arising out of the business affairs of Client.  The consultation 
shall include advice regarding employment, control, supervision, 
compensation, hiring and discharge of employees and independent contractors 
hired by the Client.  The Consultant will also provide advice with respect to 
the purchase and/or lease of equipment and supplies relating to the Client's 
various businesses.  Said consultation may occur at any unspecified location, 
by telephone, or by electronic transmission.  For such consultations, 
Consultant shall be paid one hundred and seventy dollars per hour. 
Consultations shall occur with Consultant in the role of independent 
contractor.  Consultant shall be responsible for payment of all taxes 
including Federal, State, Social Security, Unemployment Insurance, local and 
other taxes or business license fees required.  All costs to Consultant for 
products services of others will be paid by the Client, provided Consultant 
has obtained prior authorization of the Client, and these costs are incurred 
in execution of consultation obligations. Such costs may include data 
services, stationery, specialised business services, transportation, 
duplication, communication, lodging and meals. Client and Consultant shall 
both not be liable for any accidental damages in each other's physical 
properties.

        Any use of Consultant's report other than for internal use of Client 
as provided in this Agreement is prohibited. Resale or other commercial use 
of this report is also prohibited. Any violation of this condition may be 
result in intellectual property infringement action against Client. Although 
information therein obtained from sources believed reliable, accuracy, 
absolute correctness or sufficiency is not guaranteed and information may be 
incomplete or condensed. All opinions and estimates therein shall constitute 
current judgement subject to change without notice. Not responsible for 
errors, omissions, or misinterpretations therein nor in any way liable for 
any resultant consequential, incidental, special, indirect or other damages; 
no warranty (of merchantibility, of fitness for a particular use, or of any 
implied or expressed kind) exists.  It must not be assumed that all necessary 
safety measures are included; additional measures or considerations may be 
required under particular circumstances. In cases where report shall include 
research, any fairly duplicated work of others shall become the property and 
responsibility of Client, and Client shall permanently, beyond the limits of 
this agreement, indemnify Consultant against any claim for damages or loss 
(including any and all legal costs) resulting from Client's misuse of this 
information, including intellectual property rights. At the same time, 
Consultant is in now way responsible for any errors or ommissions in the 
underlying documents compiled. Client shall in no way directly or indirectly 
use work of Consultant undertake business or commercial activities in direct 
or indirect competition with the regular business engaged in by Consultant, 
and accepts that Consultant shall be entitled to and may seek full equitable 
and injunctive relief against such activities without need to post bond or 
surety, which rights shall be cumulative with and not necessarily successive 
or exclusive of any other legal rights to monetrary damages that the 
Consultant may have.

        Consultant shall begin such work upon receipt of three thousand 
dollars for each month retained; this Minimum Amount shall be paid to 
Consultant regardless of the amount of time actually spent by Consultant, but 
shall also be considered remuneration for first ten hours Consultant devotes 
to Client during that month. Moreover, Client is thusly assured that 
Consultant will be available for ten hours each month. The remaining one 
third of this Minimum Amount (that not including the ten hours) shall be used 
by Consultant for overhead costs. Consultant shall not be prevented from 
other employment by reasons set forth herein provided no conflict of interest 
is generated and Consultant is able to devote necessary time to fulfill 
obligations set forth herein.

        Some unit of Citibank NA of New York shall be appointed Escrow Agent, 
whereupon Escrow Agent shall receive advance remuneration for Consultant from 
Client, including expenses. Escrow Agent shall disburse amounts of Client in 
the amount of the statements submitted as required (but in amounts not less 
than three thousand dollars) from the Escrow Funds in monthly disbursements 
upon receipt of of adequate expense records and billing statements from 
Consultant. In no event shall Client be entitled to any disbursement from the 
Escrow Funds so long as there shall exist any event or condition which, with 
notice, lapse of time or otherwise, would constitute an Event of Default. 
Upon the full completion of Consultation as set forth herein, Escrow Agent 
shall disburse all remaining Escrow Funds to Client and this Agreement shall 
terminate and no party shall have any further rights, duties or obligations. 
Both Consultant and Client agree to hold Escrow Agent harmless from and 
against any and all claims, actions, causes of action, judgements, damage, 
injury, loss, liability, costs and expenses, including but not limited to 
attorney's fees and expenses and court costs arising out of or in any way 
resulting from the Consultation. Escrow Agent assumes no liability except for 
gross negligence or willful misconduct and shall not be responsible for 
validity, correctness or genuineness of any document or notice referred 
hereunder. Escrow Agent shall be protected in any action taken in good faith 
in accordance with opinion of Escrow Agent's counsel.

          Notices shall be in writing and shall be effective when delivered 
by hand; the day after sent prepaid domestically by telegram or overnight 
courier; or three days after sent prepaid internationally by telegram or 
overnight courier; to the parties at their respective addresses set forth 
hereunder. Amounts shall be paid in United States dollars in amounts based on 
the rate of exchange in New York City, State of New York, as of the close of 
the last business day of each quarter. If conditions or laws of any foreign 
country prevent the transmission to the United States of any requisite Fees 
in United States dollars in whole or in part, Consultant shall have the right 
and option with respect to Fees as cannot be so transmitted, to accept the 
same deposited in Consultant's account in each such country and Consultant 
shall agree to accept in such currencies such portion of the Fees as cannot 
be transmitted to the United States in United States dollars. 

          This Agreement contains the sole and entire agreement and 
understanding between Consultant and Client.  Any amendment, modification or 
other change must be in writing and signed by both parties to be enforceable. 
A purchase order, confirmation or other similar response from Client which 
contains any additional, different or inconsistent terms shall be considered 
only as an acceptance of the terms set forth herein; and such additional, 
different or inconsistent terms shall not be binding on Consultant without 
Consultant's express written consent. If resultant activity takes place in 
the United States of America, this Agreement shall be governed by and 
construed in accordance with the laws of the United States of America, and 
the State where resultant activity takes place and is recorded. If resultant 
activity takes place within the Eurpean Union, this Agreement shall be 
governed by and construed in accordance with the laws of Greece (Hellenic 
Republic, Province of Attiki) and the European Union Professional Code of 
Ethics for Business Consultants DG XXIII B2. If resultant activity takes 
place outside the United States or European Union, this Agreement shall be 
governed by and construed in accordance with the laws of the United States, 
and State of New York, although arbitration may be arranged through the World 
Bank's ICSID. If any provision of this Agreement is held invalid, the 
remainder of this Agreement shall continue in full force and effect. 
Termination of this Agreement shall not prejudice any rights of either party 
which may have arisen on or before the date of termination.

          Kindly confirm the foregoing understanding by signing the enclosed 
counterpart of this letter agreement and returning it to Client.



                             Very truly yours,
                             <Client>


Date                         Dr. <...>, President

Accepted and Agreed to as 
of the date first above written: 


Vasos-Peter John Panagiotopoulos II
dba Samani International Enterprises (IRS#11-2483373 NYSBCQ214562)
20-28 Parsons Blvd, Whitestone, Long Island, NY 11357-3436-287, USA
1 Papaspyrou St, Freedom Sq, New Psykhikon, Athens, Attiki GR15451, GREECE, EU