August  27,  2004


Axiom  III,  Inc.
7507  Folger  Road
Charlotte,  N.C.  28226
Attn:  Karl  Kapinos,  President

Dear  Mr.  Kapinos:

This  letter  agreement  ("Agreement")  confirms the terms and conditions of the
engagement  of  Greentree Financial Group, Inc. ("Greentree") by Axiom III, Inc.
(the  "Company")  to  render  certain  professional  services  to the Company in
connection  with  the  Company's  proposed  registration  statements.

1.     Services.  Greentree  agrees  to  perform  the  following  services:

     (a)  Assist  with  the  preparation of Form SB-2, including drafting of the
          registration  statement  and  amendments  required  in connection with
          comments from the Securities and Exchange Commission, reviewing of the
          Company's  corporate  documents  in  preparation  for  filing  the
          registration  statement and answering comments from the Securities and
          Exchange  Commission;

     (b)  Assist  with EDGARizing the aforementioned document as required by the
          Securities  and  Exchange  Commission,  including  any  applicable
     (c)  Perform  such  other  services  as  the  Company  and  Greentree shall
          mutually  agree  to  in  writing.

2.     Fees.     The  Company  agrees  to  pay Greentree for its services with a
financial  advisory  fee  ("Advisory Fee") payable as follows: $25,000 currently
payable in cash and with 700,000 shares of your common stock. The 700,000 shares
will  be  registered  in  the  Form  SB-2  registration  statement.

3.     Term.  The  term  of  this  Agreement  shall commence on August 27, 2004.
Greentree  also  agrees  to  assist  in  answering any SEC comments remaining in
connection with the registration statements. This agreement may be terminated by
the  Company  with  30  days  prior  written notice to Greentree. If the Company
terminates this Agreement prior to the expiration of the Term, the Company shall
pay  to Greentree all reasonable expenses incurred, in accordance with Paragraph
5  hereof.  Any  obligation  pursuant  to  this  Paragraph  3,  and  pursuant to
Paragraphs  2, 4, 5, 6 and 8 hereof, shall survive the termination or expiration
of  this  Agreement.

4.     Expenses.   The  Company  agrees  to  reimburse  Greentree for all of its
reasonable  out-of-pocket  fees,  expenses and costs (including, but not limited
to, legal, accounting, travel, accommodations, telephone, translation, computer,
courier  and  supplies) in connection with the performance of its services under
this  Agreement, upon prior written approval.  All such fees, expenses and costs
will  be  billed  at  any  time by Greentree and are payable by the Company when
invoiced.  Upon  expiration  of the Agreement any unreimbursed fees and expenses
will  be  immediately  due  and  payable.

5.     Indemnification.  In addition to the payment of fees and reimbursement of
fees  and expenses provided for above, the Company agrees to indemnify Greentree
and  its affiliates with regard to the matters contemplated herein, as set forth
in  Exhibit  A,  attached hereto, which is incorporated by reference as if fully
set  forth  herein.

6.     Matters Relating to Engagement.   The Company acknowledges that Greentree
has  been  retained  solely to provide the services set forth in this Agreement.
In  rendering  such  services, Greentree shall act as an independent contractor,
and  any  duties  of  Greentree arising out of its engagement hereunder shall be
owed solely to the Company.  The Company further acknowledges that Greentree may
perform  certain  of  the  services  described herein through one or more of its

     The  Company  acknowledges  that  Greentree  is  a  consulting firm that is
engaged  in providing financial advisory services.  The Company acknowledges and
agrees that in connection with the performance of Greentree's services hereunder
(or  any other services) that neither Greentree nor any of its employees will be
providing  the  Company with legal, tax or accounting advice or guidance (and no
advice  or guidance provided by Greentree or its employees to the Company should
be  construed  as such) and that neither Greentree nor its employees hold itself
or  themselves  out  to  be  advisors as to legal, tax, accounting or regulatory
matters  in  any  jurisdiction.  The  attorneys  and  accountants  that work for
Greentree  are  exclusively  for  Greentree's benefit. The Company shall consult
with  its  own  legal, tax, accounting and other advisors concerning all matters
and  advice  rendered  by  Greentree  to  the  Company  and the Company shall be
responsible  for  making  its own independent investigation and appraisal of the
risks, benefits and suitability of the advice and guidance given by Greentree to
the  Company  and  the  transactions  contemplated  by  this Agreement.  Neither
Greentree  nor  its  employees  shall  have  any  responsibility  or  liability
whatsoever  to  the  Company  or  its  affiliates  with  respect  thereto.

     The  Company recognizes and confirms that in performing its duties pursuant
to  this  Agreement,  Greentree will be using and relying on data, material, and
other  information  (the  "Information")  furnished  by  the  Company  or  their
respective  employees  and  representatives.  The  Company  will  cooperate with
Greentree and will furnish Greentree with all Information concerning the Company
and  any  Transaction,  Alternate Transaction or Financing which Greentree deems
appropriate  and  will  provide Greentree with access to the Company's officers,
directors,  employees, independent accountants and legal counsel for the purpose
of  performing  Greentree's obligations pursuant to this Agreement.  The Company
hereby  agrees  and  represents  that  all  Information  furnished  to Greentree
pursuant  to  this  Agreement  shall  be  accurate  and complete in all material
respects  at  the time provided, and that, if the Information becomes materially
inaccurate,  incomplete  or misleading during the term of Greentree's engagement
hereunder, the Company shall promptly advise Greentree in writing.  Accordingly,
Greentree  assumes  no  responsibility  for the accuracy and completeness of the
Information.  In  rendering  its  services,  Greentree will be using and relying
upon  the  Information  without  independent  verification  evaluation  thereof.

7.     Governing  Law.  This  Agreement  shall  be  governed by and construed in
accordance  with the laws of the State of Florida without regard to the conflict
of  laws  provisions  thereof.

8.     No  Brokers.  The Company represents and warrants to Greentree that there
are  no  brokers,  representatives  or  other  persons which have an interest in
compensation  due  to  Greentree  from  any  services  contemplated  herein.

9.     Authorization.  The Company and Greentree represent and warrant that each
has  all  requisite  power  and  authority, and all necessary authorizations, to
enter  into  and  carry  out  the terms and provisions of this Agreement and the
execution,  delivery  and  performance  of  this  Agreement  does  not breach or
conflict  with  any  agreement, document or instrument to which it is a party or

10.     Miscellaneous.  This  Agreement constitutes the entire understanding and
agreement  between  the Company and Greentree with respect to the subject matter
hereof  and supersedes all prior understanding or agreements between the parties
with  respect  thereto,  whether  oral  or  written,  express  or  implied.  Any
amendments  or  modifications must be executed in writing by both parties.  This
Agreement and all rights, liabilities and obligations hereunder shall be binding
upon  and  insure  to  the  benefit  of  each  party's successors but may not be
assigned  without  the  prior  written  approval  of  the  other  party.  If any
provision  of  this  Agreement shall be held or made invalid by a statute, rule,
regulation, decision of a tribunal or otherwise, the remainder of this Agreement
shall  not  be  affected  thereby  and,  to  this extent, the provisions of this
Agreement  shall  be  deemed to be severable.  This Agreement may be executed in
any  number  of  counterparts, each of which, shall be deemed to be an original,
but  such  counterparts  shall,  together,  constitute only one instrument.  The
descriptive  headings  of  the  Paragraphs  of  this  Agreement are inserted for
convenience  only,  do  not  constitute  a  part of this Agreement and shall not
affect  in  anyway  the  meaning  or  interpretation  of  this  Agreement.

Please  confirm that the foregoing correctly sets forth our agreement by signing
below  in  the  space  provided  and  returning  this Agreement to Greentree for
execution, which shall constitute a binding agreement as of the date first above

Thank  you.  We  look  forward  to  a  mutually  rewarding  relationship.


Name:   Michael  J.  Bongiovanni,  CPA
Title:  President

AS  OF  AUGUST  27,  2004:


Name:   Lawrence M. Nault
Title:  President


     The  Company  agrees  to  indemnify  Greentree,  its  employees, directors,
officers,  agents,  affiliates,  and each person, if any, who controls it within
the  meaning  of  either  Section  20  of the Securities Exchange Act of 1934 or
Section  15 of the Securities Act of 1933 (each such person, including Greentree
is  referred  to  as  "Indemnified  Party") from and against any losses, claims,
damages and liabilities, joint or several (including all legal or other expenses
reasonably  incurred  by an Indemnified Party in connection with the preparation
for or defense of any threatened or pending claim, action or proceeding, whether
or not resulting in any liability) ("Damages"), to which such Indemnified Party,
in  connection  with  providing  its  services  or arising out of its engagement
hereunder,  may  become  subject  under  any  applicable Federal or state law or
otherwise,  including  but  not  limited  to  liability or loss (i) caused by or
arising  out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in order
to  make a statement not misleading in light of the circumstances under which it
was  made,  (ii) caused by or arising out of any act or failure to act, or (iii)
arising  out of Greentree's engagement or the rendering by any Indemnified Party
of  its  services under this Agreement; provided, however, that the Company will
not  be liable to the Indemnified Party hereunder to the extent that any Damages
are  found  in  a  final  non-appealable  judgment  by  a  court  of  competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the  Indemnified  Party  seeking  indemnification  hereunder.

     These  indemnification  provisions  shall  be  in addition to any liability
which  the  Company  may  otherwise  have  to  any  Indemnified  Party.

     If  for  any  reason, other than a final non-appealable judgment finding an
Indemnified  Party  liable  for  Damages  for  its  gross  negligence or willful
misconduct  the  foregoing  indemnity  is unavailable to an Indemnified Party or
insufficient  to  hold  an  Indemnified  Party  harmless, then the Company shall
contribute  to the amount paid or payable by an Indemnified Party as a result of
such  Damages  in  such  proportion  as  is  appropriate to reflect not only the
relative  benefits  received by the Company and its shareholders on the one hand
and  the  Indemnified  Party  on  the  other, but also the relative fault of the
Company  and  the  Indemnified  Party  as  well  as  any  relevant  equitable

     Promptly  after  receipt by the Indemnified Party of notice of any claim or
of  the  commencement of any action in respect of which indemnity may be sought,
the  Indemnified  Party  will  notify  the  Company in writing of the receipt or
commencement  thereof and the Company shall have the right to assume the defense
of  such  claim  or  action  (including  the  employment  of  counsel reasonably
satisfactory  to  the  Indemnified Party and the payment of fees and expenses of
such  counsel),  provided  that  the  Indemnified  Party shall have the right to
control  its  defense if, in the opinion of its counsel, the Indemnified Party's
defense  is unique or separate to it as the case may be, as opposed to a defense
pertaining  to  the Company.  In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Company, at the Company's
sole  expense,  to  represent  it  in  any  claim  or action in respect of which
indemnity  may  be  sought  and  agrees  to  cooperate  with the Company and the
Company's counsel in the defense of such claim or action.  In the event that the
Company  does  not  promptly  assume  the  defense  of  a  claim  or action, the
Indemnified Party shall have the right to employ counsel to defend such claim or
action.  Any  obligation pursuant to this Annex shall survive the termination or
expiration  of  the  Agreement.