O. Lee Tawes, III
Executive Vice President

August 3, 2005

Ms. Suzanne Lewsadder
Chief Executive Officer

SheerVision, Inc.
4040 Palos Verdes Drive N., Suite 105
Rolling Hills, CA 90274

Dear Ms. Lew sadder:

This letter confirms our understanding that Northeast Securities, Inc. ("NESC") has been engaged on a non-exclusive basis as financial advisor and syndicate placement agent for SheerVision, Inc. (the "Company"), including its successors and assigns, with respect to reviewing the Company's capital structure, its principal businesses and its financing and refinancing alternatives, and advising the Company in connection with raising funds through a private sale of debt securities of the Company or any entity formed by or at the direction of the Company to issue such securities (the "Securities"), including acting as a placement agent and/or purchaser of any Securities, as NESC may determine in its sole discretion (collectively, the "Financing"). If appropriate in connection with performing its services for the Company hereunder, NESC may utilize the services of one or more of its affiliates, in which case references herein to NESC shall include such affiliates.

1. NESC will perform the following financial advisory and investment banking services:

(a) familiarize itself to the extent it deems appropriate and feasible with the business, operations, properties, condition (financial and otherwise) and prospects of the Company;

(b) if requested by the Company, NESC will advise and assist the management of the Company in making appropriate presentations to the Board of Directors of the Company concerning the Financing;

(c) advise and assist the Company in the course of its negotiations with potential purchasers of the Securities and will participate directly in such negotiations;

(d) assist the Company in developing and preparing an offering memorandum to be used in soliciting potential purchasers of the Securities (as the same may be amended from time to time, the "Memorandum"), it being agreed that (i) such Memorandum shall be based entirely upon information supplied by the Company, which information the Company hereby warrants shall be complete and accurate in all material respects and not misleading, and (ii) the Company shall be solely responsible for the accuracy and completeness of such Memorandum except for information supplied by NESC;

(e) work with the Company to identify potential purchasers of the Securities;

(f) assist the Company in marketing the Securities to potential purchasers which have been approved by the Company in the manner described in Section 2 (b) below and meet all applicable purchaser and suitability requirements; and

(g) render such other financial advisory and investment banking services as may from time to time be agreed upon by NESC and the Company.

详文见附件