Business Development Agreement

BUSINESS DEVELOPMENT AGREEMENT"



This Business Development Agreement (the "BDA" or the " Agreement ") is entered into as of this the ____ day of ______________, 2006 (the " Effective Date") by and between Larry D. McNabb, an individual (hereinafter referred to as "LDM"), and Vitasti, Inc., a Delaware corporation (hereinafter referred to as "Client ?). LDM and Client are occasionally referred to herein individually as a "Party" and collectively as the " Parties ."



WHEREAS , Client wishes to engage LDM to assist in identifying, developing, qualifying and/or advising with respect to prospective and/or actual business opportunities (hereinafter referred to as the "Engagement").



WHEREAS , LDM hereby agrees to serve Client as a liaison and referral source for the purpose of securing additional business opportunities for Client and Client related persons and/or entities ("Affiliates") in a number of fashions, including, without limitation, mergers and acquisitions, collateralized debt obligations, partnering, licensing, co-branding and other business related affiliations, serve as a non-exclusive finder for Client and its Affiliates with respect to related ventures, and such other lawful purposes as the undersigned shall determine from time to time (the "Transaction" or " Transactions ?).



NOW, THEREFORE , in consideration of the mutual promises hereinafter set forth, the sufficiency of which are hereby acknowledged, LDM and Client agree as follows:



A. Appointment as Client's Finder . Client hereby authorizes LDM, on a non-exclusive basis, to identify merger or acquisition candidates, investors, underwriters, lenders, guarantors and/or similarly situated persons and/or entities (collectively, the "Investors") interested in providing funds or capital ("Financing") to Client (the term " Financing is fully defined below in paragraph "F"), Client's Affiliates or portfolio companies (collectively, the "Client Entities") on terms acceptable to the Client Entities and the Investors. It is agreed that LDM shall have no role and shall play no part in any negotiations and/or relationship by and between any Investors and Client Entities; and that LDM is not now, nor shall it ever be, an agent of the Client Entities with respect to any Financing. It is further understood that LDM is acting solely as a finder, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any Financing commitments on behalf of Client and/or Client Entities, Client affiliates or portfolio companies, or to negotiate the terms of any potential Financing or to hold any funds or securities in connection with any potential Financing or to perform any act which would require LDM to become licensed as a securities or real estate broker or dealer.


B. Acceptance of Opportunities . Client shall have the sole and absolute right to make, accept or reject any potential Transaction or Transactions arising from this BDA.


C. Terms of Client Submission to Succ ...