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Engagement Letter - Commonwealth Associates L.P. and Inc.

                                                                  June 8, 2001

Richard Rosenblatt, Inc.
225 Arizona Avenue, Suite 250
Santa Monica, CA 90401


            The purpose of this letter is to confirm the engagement of
Commonwealth Associates, L.P. ("Commonwealth") as exclusive financial advisor
for dr. (the "Company") in connection with its efforts to obtain a
senior secured loan ("Senior Financing") and/or subordinated loan (the
"Subordinated Financing" and together with the Senior Financing collectively
referred to as the "Financing"). The terms pursuant to which Commonwealth is to
assist and advise the Company in connection with the Financing:

      1.    Services. The Company hereby engages Commonwealth as its exclusive
financial advisor in connection with the Financing. In connection therewith,
Commonwealth shall provide the following services: (i) advise the Company with
respect to the form and structure of the proposed Financing; (ii) assist the
Company in developing any necessary materials; (iii) identify and make contact
with prospective financing sources; (iv) assist the Company in conducting
presentations and due diligence meetings with prospective financing sources; and
(v) provide such other financial advisory and investment banking services
required to close the Financing.

      2.    Information. In connection with Commonwealth's activities on the
Company's behalf, the Company will furnish Commonwealth or prospective financing
sources with all information that it may reasonably request and provide
Commonwealth or prospective financing sources reasonable access to Company
officers, directors, accountants and counsel.

      3.    Compensation. In consideration of Commonwealth's services,
Commonwealth shall be entitled to receive, and the Company hereby agrees to pay
Commonwealth the following:

      (a)   Upon execution of a Senior Financing definitive loan document the
            Company agrees to pay to Commonwealth in cash a fee of $100,000.

      (b)   Upon execution of a Subordinated Financing definitive loan document
            the Company agrees to pay to Commonwealth in cash a fee of $100,000.

      4.    Expenses. In addition to the compensation described in Section 3
above, the Company agrees to promptly reimburse Commonwealth, upon request from
time to time, for all out-of-pocket expenses incurred (including, without
limitation, travel and lodging expenses, reasonable fees and disbursements of
Commonwealth's counsel, and fees and disbursements of other consultants and
advisors retained by Commonwealth) in connection with Commonwealth's services
pursuant to this Agreement. Apart from such expenses, the Company shall be
responsible for its own expenses incurred in connection with the Financing,
including, without limitation, legal and accounting fees and travel and lodging

      5.    Governing Law/Resolution of Disputes. The validity and
interpretation of this Agreement shall be governed by the law of the State of
New York applicable to agreements made and to be fully performed therein.
Commonwealth and the Company will attempt to settle any claim or controversy
arising out of this Agreement 


through consultation and negotiation in good faith and a spirit of mutual
cooperation. If those attempts fail, then the dispute will be mediated by a
mutually acceptable mediator to be chosen by Commonwealth and the Company within
15 days after written notice from either party demanding mediation. Neither
party may unreasonably withhold consent to the selection of a mediator, and the
parties will share the costs of the mediation equally. Any dispute which the
parties cannot resolve through negotiation or mediation within six months of the
date of the initial demand for it by one of the parties may then be submitted to
binding arbitration under the rules of the American Arbitration Association of
New York for resolution. The use of mediation will not be construed under the
doctrine of latches, waiver or estoppel to affect adversely the rights of either
party. Nothing in this paragraph will prevent either party from resorting to
judicial proceedings if (a) good faith efforts to resolve the dispute under
these procedures have been unsuccessful or (b) interim relief from a court is
necessary to prevent serious and irreparable injury.

      6.    Successors and Assigns. The benefits of this Agreement shall inure
to the respective successors and assigns of the parties hereto, their
successors, assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties shall be binding upon their respective
successors and assigns; provided, that the rights and obligations of either
party under this Agreement may not be assigned without the prior written consent
of the other party and any other purported assignment shall be null and void.

      7.    Miscellaneous.

      (a)   The following conditions apply:

            (i)   It is understood that the obligation of Commonwealth is to use
      its best efforts to secure the Financing and there is no obligation on the
      part of Commonwealth to participate in such Financing.

            (ii)  The Company hereby represents that it is a sophisticated
      business enterprise that has retained Commonwealth for the limited
      purposes set forth in this letter, and the parties acknowledge and agree
      that their respective rights and obligations are contractual in nature.
      Each party disclaims an intention to impose fiduciary obligations on the
      other by virtue of the engagement contemplated by this letter.

      (b)   The Company shall not issue any press release or other information
regarding the Financing without the prior written consent of Commonwealth.

      8.    Termination. Commonwealth's engagement hereunder may be terminated
by either the Company or Commonwealth at any time after 60 days from the date
hereunder, with or without cause, upon written advice to that effect to the
other party after 60 days from the date hereof; provided, however, that
notwithstanding any such termination, Commonwealth will be entitled to 100% of
its full fee under Section 3 hereof in the event that at any time prior to the
expiration of 12 months after such termination, a Senior Financing is
consummated with any party introduced to the Company by Commonwealth, or who the
Company requested that we provide any services hereunder in connection therewith
during the term of Commonwealth's engagement hereunder ("Commonwealth
Prospects"). Not more than 10 business days after termination, Commonwealth
shall provide in writing its proposed list of Commonwealth Prospects which shall
be binding unless the Company provides a written objection within 10 days of
receipt whereupon any dispute shall be resolved in accordance with Section 5
herein. The provisions of this Section 8 and Section 3, 4 and 5 hereof shall
survive such termination.


            If the foregoing is acceptable, please sign a copy of this letter in
the space provided below and return the copy to the undersigned by June 8, 2001.
If an executed copy of the letter agreement is not received on or prior to such
date, this letter shall be void and of no further force or effect.

                                Very truly yours,

                                COMMONWEALTH ASSOCIATES, L.P.

                                By: /s/ MICHAEL FALK

Confirmed and Agreed to this
___ day of __________, 2001




                           INDEMNIFICATION PROVISIONS

   (the "Company") agrees to indemnify and hold harmless
Commonwealth Associates, L.P. ("Commonwealth") against any and all losses,
claims, damages, obligations, penalties, judgments, awards, liabilities, costs,
expenses and disbursements (and any and all actions, suits, proceedings and
investigations in respect thereof and any and all legal and other costs,
expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise), including, without limitation, the costs,
expenses and disbursements, as and when incurred, of investigating, preparing or
defending any such action, suit, proceeding or investigation (whether or not in
connection with litigation in which Commonwealth is a party), directly or
indirectly, caused by, relating to, based upon, arising out of, or in connection
with Commonwealth's acting for the Company, including, without limitation, any
act or omission by Commonwealth in connection with its acceptance of or the
performance or non-performance of its obligations under the Agreement, dated
April 27, 2001, between the Company and Commonwealth to which these
indemnification provisions are attached and form a part (the "Agreement"). The
Company also agrees that Commonwealth shall not have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or in
connection with the engagement of Commonwealth, except to the extent that any
such liability is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and directly from
Commonwealth's gross negligence or willful misconduct.

            The indemnification provisions shall be in addition to any liability
which the Company may otherwise have to Commonwealth or the persons indemnified
below in this sentence and shall extend to the following: Commonwealth, its
affiliated entities, partners, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws), and the officers,
directors, employees, legal counsel, agents and controlling persons of any of
them. All references to Commonwealth in these indemnification provisions shall
be understood to include any and all of the foregoing.

            If any action, suit, proceeding or investigation is commenced, as to
which Commonwealth proposes to demand indemnification, it shall notify the
Company with reasonable promptness; provided, however, that any failure by
Commonwealth to notify the Company shall not relieve the Company from its
obligations hereunder except to the extent that the Company is materially
prejudiced thereby. If the Company so elects, or is requested by Commonwealth,
the Company will assume the defense of such action, suit, proceeding or
investigation, including the employment of counsel reasonably acceptable to
Commonwealth, and the payment of the fees and disbursements of such counsel. In
the event, however, that the Company fails to promptly assume the defense
thereof with counsel reasonably acceptable to Commonwealth, or Commonwealth
determines in its reasonable judgment that it has one or more defenses different
than or in addition to those of the Company, then Commonwealth shall have the
right to retain one counsel (in addition to any local counsel) of its own choice
to represent it, and the Company shall pay the fees, expenses and disbursements
of such counsel; and such counsel shall, to the extent consistent with its
professional responsibilities, cooperate with the Company and any counsel
designated by the Company. The Company shall be liable for any settlement of any
claim against Commonwealth made with the Company's written consent, which
consent shall not be unreasonably withheld. The Company shall not, without the
prior written consent of Commonwealth, settle or compromise any claim, or permit
a default or consent to the entry of any judgment in respect thereof, unless
such settlement, compromise or consent includes, as a unconditional term
thereof, the giving by the claimant to Commonwealth of an unconditional release
from all liability in respect of such claim.

            In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to these indemnification provisions is made but it
is found in a final judgment by a court of competent jurisdiction (not subject
to further appeal) that such indemnification may not be enforced in such case,
even though the express provisions hereof provide for indemnification in such
case, then the Company, on the one hand, and 


Commonwealth, on the other hand, shall contribute to the losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs,
expenses, and disbursements to which the indemnified persons may be subject in
accordance with the relative benefits received by the Company, on the one hand,
and Commonwealth, on the other hand, and also the relative fault of the Company,
on the one hand, and Commonwealth, on the other hand, in connection with the
statements, acts or omissions which resulted in such losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or
disbursements and the relevant equitable considerations shall also be
considered. No person found liable for a fraudulent misrepresentation shall be
entitled to contribution from any person who is not also found liable for such
fraudulent misrepresentation. Notwithstanding the foregoing, Commonwealth shall
not be obligated to contribute any amount hereunder that exceeds the amount of
fees previously received by Commonwealth pursuant to this Agreement.

            Neither termination nor completion of the engagement of Commonwealth
referred to above shall affect these indemnification provisions which shall then
remain operative and in full force and effect.


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