[TRILOGY CAPITAL PARTNERS, INC. LOGO]
LETTER OF ENGAGEMENT
SENSE HOLDINGS, INC.
SEPTEMBER 19, 2005
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("TRILOGY") by
Sense Holdings, Inc. ("SEHO" or the "COMPANY"):
TERM AND Twelve months, commencing as of the date set forth above
TERMINATION (the "INITIAL TERM"), and terminable thereafter by either
party upon 30 days' prior written notice. Notwithstanding
the foregoing, either party may terminate this Agreement by
written notice to the other party if such other party
materially breaches or defaults in the performance of its
obligations or agreements under this Agreement or the
Warrants and such breach or default is not cured or
corrected within 30 days of written notice of such breach.
OBJECTIVE The development and implementation of a proactive marketing
program designed to increase the investor awareness of SEHO
in the investment community and generate a significant
increase in liquidity and market capitalization.
THE PROGRAM Trilogy will structure and implement a marketing program
designed to create extensive financial market and investor
awareness for SEHO to drive long-term shareholder support.
The core drivers of the program will be to create
institutional and retail buying in the Company's stock
through a proactive sales and marketing program emphasizing
technology-driven communications and leveraging SEHO's image
to attract additional long-term investors and to create
additional acquisition and business development
opportunities. As share price is affected by