Capital Markets Consulting Agreement

Exhibit 10.7


CAPITAL MARKETS CONSULTING AGREEMENT


THIS CAPITAL MARKETS CONSULTING AGREEMENT ("Agreement") is made and entered into effective as of the 5th day of July 2005 ("Effective Date") by and between FORTUNET, INC., a Nevada corporation ("FortuNet"), and SPIEGEL PARTNERS, LLC, a Delaware limited liability company ("Spiegel").


RECITALS


A. Spiegel is in the business of providing financial consulting, capital advisory and strategic consulting services.


B. FortuNet desires to execute an initial public offering (the "IPO") of its common stock.


C. Spiegel and FortuNet have entered into that certain Memorandum of Understanding ("MOU") dated July 5, 2005.


D. Spiegel desires to provide certain advisory and consulting services as provided herein.


E. FortuNet and Spiegel hereby enter into this Agreement in order to set forth the terms and conditions of the agreements and covenants of the parties and to supersede the MOU in its entirety.


AGREEMENTS


NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, FortuNet and Spiegel hereby amend and restate the MOU in its entirety and hereby agree as follows:


1. Services in General. During the term of this Agreement, Spiegel will provide the Services as defined below. Spiegel is solely responsible for determining the manner and method in which the Services are to be provided; provided, however, that Spiegel will provide the Services in accordance with standards reasonably acceptable to FortuNet.


2. Scope of Services. Spiegel shall provide the following strategic advisory services ("Services") to FortuNet:


(a) Review and discuss with FortuNet management its business plans, models and strategies related to its IPO;


(b) Assist FortuNet in evaluating business development opportunities related to its IPO, and other business development opportunities for six months thereafter;
(c) Assist FortuNet in evaluating financing alternatives, including a private placement of debt or equity securities, a public offering or a strategic transaction such as a merger, acquisition or joint venture; and


(d) Assist FortuNet in its selection and engagement of a lead underwriter for the IPO, potential co-managers of the IPO and potential board members;


Unless otherwise expressly requested by FortuNet, Spiegel shall limit its provision of Services to consulting directly with FortuNet's management and will have no independent interaction with third parties by or on behalf of FortuNet unless specifically authorized by FortuNet.


3. Limitation on Services. Spiegel represents and warrants, and FortuNet acknowledges, that Spiegel is not a licensed securities broker or dealer or a licensed investment advisor. Accordingly, Spiegel shall not, and shall have no authority, express or implied, to:


(a) Sell any securities of FortuNet, offer to sell any securities of FortuNet, or solicit offers to purchase any securities of FortuNet;


(b) Negotiate with any prospective purchaser of securities or potential acquiror of FortuNet on behalf of or as a representative of FortuNet; without limiting the generality of the foregoing, Spiegel shall not conduct any due diligence regarding FortuNet or any potential investor or acquiror;


(c) Make any representations or warranties on behalf of FortuNet or with respect to FortuNet or any of FortuNet's securities;


(d) Prepare or disseminate any documentation regarding FortuNet or any potential investment in or acquisition of FortuNet unless specifically authorized by FortuNet; without limiting the generality of the foregoing, Spiegel shall not engage in any general advertising or solicitation with respect to FortuNet;


(e) Advise any potential investor or potential acquiror regarding any potential investment in or acquisition of FortuNet; without limiting the generality of the foregoing, Spiegel shall not make any recommendations to any potential investor or potential acquiror regarding the value of any securities or terms of any proposed transaction;


(f) Act for or bind FortuNet in any way;


(g) Disseminate term sheets, offering documents, business plans or any other FortuNet information unless specifically authorized by FortuNet;


(h) Receive or transmit funds to or from potential investors in or acquirors of FortuNet;


4. No Authority to Bind FortuNet. Spiegel shall not have any right, power or authority to create any obligation, express or implied, or make any representation on behalf of


2 FortuNet, except as expressly authorized in advance in writing from time to time by FortuNet and then only to the extent of such authorization.


5. Term.


(a) The term of this Agreement will commence as of the Effective Date first written above and will continue until the earlier of (i) the successful completion of the IPO, (ii) FortuNet or any selected underwriter agreeing to abandon the IPO (unless a replacement underwriter is identified by Spiegel and approved by FortuNet, which approval shall not be unreasonably withheld, and such underwriter has agreed to proceed with an underwriting), (iii) December 31, 2005 or (iv) termination of this Agreement for "cause" as defined in Section 7 below. Notwithstanding the foregoing, if a registration statement with respect to the IPO has been filed with the Securities and Exchange Commission on or before December 31, 2005 and the IPO has not been completed by December 31, 2005, this Agreement will continue after December 31, 2005 until the successful completion or abandonment of the IPO subject to the registration statement as filed on or before December 31, 2005.


(b) Upon successful completion of the IPO, the term of this Agreement shall be extended through the period that additional Services are to be provided as specified in Section 7 below.


(c) Sections 11 and 14 relating to confidentiality and governing law and venue of this Agreement will survive termination of this Agreement for any reason.


6. Compensation.


(a) Upon the Effective Date of this Agreement, FortuNet will pay to Spiegel a signing bonus in the amount of $10,000. This amount will be considered a portion of the Contingent Fees as defined in subsection (d) below and shall be treated as all Contingent Fees under this Agreement.


(b) FortuNet will pay expenses incurred by Spiegel during this Agreement that have been preauthorized by FortuNet.


(c) Upon the Effective Date of this Agreement and on the fifth day of each month thereafter during the term of this Agreement or the earlier successful completion of the IPO, FortuNet will pay to Spiegel a fee in the amount of $10,000.


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