2005 Stock Option, Deferred Stock And Restricted Stock Plan Stock Option Agreement - FIIC HOLDINGS - 5-17-2007

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2005 Stock Option, Deferred Stock And Restricted Stock Plan Stock Option Agreement - FIIC HOLDINGS - 5-17-2007 Powered By Docstoc
					Exhibit 10.10

                                           FIIC, INC.
                              2005 STOCK OPTION, DEFERRED STOCK
                                  AND RESTRICTED STOCK PLAN

                                    STOCK OPTION AGREEMENT
                                           (EXECUTIVE)

NAME: ___________________

This AGREEMENT is made effective as of the ___day of ___________, 20__ (the "Option Grant Date"), by
and between FIIC, Inc., a Delaware corporation (the "Company") and ________________ (the "Optionee").

                                                RECITALS

WHEREAS, the Company has established the 2005 Stock Option, Deferred Stock and Restricted Stock Plan
(the "Plan") effective as of April 25, 2005 and

WHEREAS, pursuant to the provisions of said Plan, the Administrator has granted to the Participant by action
duly taken on ________ __, 20__, (the "Award Date") a stock option award (the "Stock Option Award") based
upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of services rendered and to be rendered by the Participant and the
mutual promises and covenants made herein, the mutual benefits to be derived therefrom and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                                               AGREEMENT

1. The Option(s). The Optionee may, at his/her option, purchase all or any part of an aggregate of __________
shares of Common Stock (the "Optioned Shares"), at the price of $_________ per share (the "Option Price"),
on the terms and conditions set forth herein.

2. Option Type; Exercise Dates and Exercise. Options intended to qualify as Incentive Stock Options are
designated by an "ISO" under the category "Type." Options intended as separate Non-Qualified Stock Options
are designated by a "NQSO" under the category "Type." The Option(s) shall be exercisable as to the specified
number of Optioned Shares on and after the "First" dates and on or before the "Last" dates set forth below:
Type Number of Shares First and Last Date

Optionee acknowledges that he/she understands he/she has no right whatsoever to exercise the Option(s) granted
hereunder with respect to any Optioned Shares covered by any installment until such installment accrues (and is
thus vested) as provided above. Optionee further understands that the Option(s) granted hereunder shall expire
and become unexercisable as provided in Section 4(c) below.

In the event, within twelve (12) months after a Change in Control, the Optionee's employment terminates other
than (i) for Cause, (ii) voluntary termination by the Optionee, or (iii) death or disability of the Optionee, fifty
percent (50%) of the unvested Optioned Shares shall vest upon the date of such termination. For the purposes of
the foregoing, a "Change in Control" shall have the meaning set forth in Section 9(b) of the Plan. For purposes of
this Agreement, "Cause" shall mean (i) a material act of dishonesty in connection with the Optionee's
responsibilities as an employee of the Company; (ii) the Optionee's conviction of, or plea of nolo contendere to, a
felony or a crime involving moral turpitude, (iii) the Optionee's gross misconduct which has a material adverse
effect on the Company, or (iv) the Optionee's consistent and willful failure to perform his or her employment
duties where such failure is not cured within 30 days after written notice to participant by the Company.

3. Method of Exercise. This Option shall be deemed exercised as to the shares to be purchased when written
notice of such exercise has been given to the Company at its principal business office by the Optionee with
respect to the Common Stock to be purchased. Such notice shall be accompanied by full payment in cash or
cash equivalents as determined by the Administrator. As determined by the Administrator, in its sole discretion,
payment in whole or part may also be made
(i) in the form of unrestricted Stock already owned by the Optionee, or, in the case of the exercise of a Non-
Qualified Stock Option, Restricted Stock subject to an Award hereunder (based, in each case, on the Fair
Market Value of the Stock), (ii) by cancellation of any indebtedness owed by the Company to the Optionee, (iii)
by a full recourse promissory note executed by the Optionee,
(iv) by requesting that the Company withhold whole shares of Common Stock then issuable upon exercise of the
Stock Option (based on the Fair Market Value of the Stock), (v) by arrangement with a broker which is
acceptable to the Administrator where payment of the option price is made pursuant to an irrevocable direction
to the broker to deliver all or part of the proceeds from the sale of the shares underlying the option to the
Company, or (vi) by any combination of the foregoing; provided, however, that in the case of an Incentive Stock
Option, the right to make payment in the form of already owned shares may be authorized only at the time of
grant. Any payment in the form of Stock already owned by the Optionee may be effected by use of an attestation
form approved by the Administrator. If payment of the option exercise price of a NQSO is made in whole or in
part in the form of Restricted Stock or Deferred Stock, the shares received upon the exercise of such Option (to
the extent of the number of shares of Restricted Stock or Deferred Stock surrendered upon exercise of such
Option) shall be restricted in accordance with the original terms of the Restricted Stock or Deferred Stock award
in question, except that the Administrator may direct that such restrictions shall apply only to that number of
shares surrendered upon the exercise of such Option.

                                                        2
4. Governing Plan. This Agreement hereby incorporates by reference the Plan and all of the terms and conditions
of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance
with the terms thereof, but no such subsequent amendment shall adversely affect the Optionee's rights under this
Agreement and the Plan except as may be required by applicable law. The Optionee expressly acknowledges
and agrees that the provisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of
the Plan and this Agreement, the provisions of the Plan shall be controlling and binding upon the parties hereto.
The Optionee also hereby expressly acknowledges, represents and agrees as follows:

(a) Acknowledges receipt of a copy of the Plan, a copy of which is attached hereto and by reference
incorporated herein, and represents that he/she is familiar with the terms and provisions of said Plan, and hereby
accepts this Agreement subject to all the terms and provisions of said Plan.

(b) Agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan.

(c) Acknowledges that he/she is familiar with Sections of the Plan regarding the exercise of the Option(s) and
represents that he/she understands that said Option(s) must be exercised on or before the "Last" exercise date
noted above in
Section 2 or such other date as set forth in the Plan, whichever is earlier.

(d) Acknowledges, understands and agrees that the existence of the Plan and the execution of this Agreement are
not sufficient by themselves to cause any exercise of any Option(s) granted as an Incentive Stock Option to
qualify for favorable tax treatment through the application of Section 422 of the Internal Revenue Code; that
Optionee must, in order to so qualify, individually meet by his own action all applicable requirements of Section
422, including without limitation the following holding period and employment requirements:

(1) holding period requirement: no disposition of an Optioned Share may be made by Optionee within two (2)
years from the date of the granting of the Option(s) nor within one (1) year after the transfer of such Optioned
Share to him/her, and

(2) employment requirement: at all times during the period beginning on the date of the granting of the Option(s)
and ending on the day three (3) months before the date of exercise, the Optionee must have been an employee of
the Company, its Parent, or a Subsidiary of the Company, or a corporation or a parent or subsidiary of such
corporation issuing or assuming the Option(s) in a transaction to which Section 425(a) of the Internal Revenue
Code applies, except where the termination of employment is by means of the employee's disability, in which
case said three (3) month period may be extended to one (1) year, as provided under Internal Revenue Code
Section 422.

                                                         3
5. Representations and Warranties. Optionee hereby represents to the Company that each of the Options
evidenced hereby and the shares purchasable upon exercise thereof are being acquired only for investment and
without any present intention to sell or distribute such securities.

6. Options Not Transferable. No Stock Option shall be transferable by the Optionee other than by will or by the
laws of descent and distribution. Incentive Stock Options shall be exercisable, during the Optionee's lifetime, only
by the Optionee or, with respect to Non-Qualified Stock Options, in accordance with the terms of a qualified
domestic relations order.

7. No Enlargement of Employee Rights. Nothing in this Agreement shall be construed to confer upon the
Optionee (if an employee) any right to continued employment with the Company or to restrict in any way the right
of the Company to terminate his/her employment. Optionee acknowledges that in the absence of an express
written employment agreement to the contrary, the Company may terminate Optionee's employment with the
Company at any time, with or without cause.

8. Withholding of Taxes. Optionee authorizes the Company to withhold, in accordance with any applicable law,
from any compensation payable to him any taxes required to be withheld by federal, state or local law as a result
of the grant of the Option(s) or the issuance of stock pursuant to the exercise of such Option(s).

9. Laws Applicable to Construction. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

10. Agreement Binding on Successors. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors, transferees and assignees of the Optionee.

11. Costs of Litigation. In any action at law or in equity to enforce any of the provisions or rights under this
Agreement or the Plan, the unsuccessful party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the
successful party or parties (including without limitation costs, expenses end fees on any appeals), and if the
successful party recovers judgment in any such action or proceeding such costs, expenses and attorneys' fees
shall be included as part of the judgment.

12. Necessary Acts. The Optionee agrees to perform all acts and execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

13. Counterparts. For convenience this Agreement may be executed in any number of identical counterparts,
each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any
other purpose without the production of any other counterparts.

                                                         4
14. Invalid Provisions. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force
and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

15. Limitation on Value of Optioned Shares. Optionee acknowledges that the Plan provides that the aggregate
fair market value (determined as of the date hereof) of the shares of Common Stock to which Options granted as
Incentive Stock Options are exercisable for the first time by Optionee during any calendar year under all incentive
stock option plans of the Company and any future Subsidiary shall not exceed $100,000. It is understood and
agreed that should it be determined that an Option if granted as an Incentive Stock Option hereunder would
exceed such maximum, such Option shall be considered granted as a Non-Qualified Stock Option to the extent,
but only to the extent of such excess. This limitation shall not apply to any option granted as a Non-Qualified
Stock Option.

                                                        5
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement effective as of the
date first written hereinabove.

                  FIIC, Inc.                                               OPTIONEE


                  By: ______________________________                       ___________________
                      Name:
                           _________________________
                      Title:
                            ________________________                       ___________________
                                                                           (Print Name)


                  Address of Optionee:


                  _________________________                                ___________________
                                                                           (Social Security)
                  _________________________

                  _________________________




By his or her signature below, the spouse of the Optionee, if such Optionee be legally married as of the date of
his execution of this Agreement, acknowledges that he or she has read this Agreement and the Plan and is familiar
with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of said Agreement
and said Plan document.


                                                      Spouse

                                        Dated: _____________________

By his or her signature below the Optionee represents that he or she is not legally married as of the date of
execution of this Agreement.


                                                      Spouse

                                        Dated: _____________________

                                                         6
                                                Exhibit 10.11

                                           FIIC, INC.
                              2005 STOCK OPTION, DEFERRED STOCK
                                  AND RESTRICTED STOCK PLAN

                                    STOCK OPTION AGREEMENT
                                        (SUPER EXECUTIVE)

NAME: ___________________

This AGREEMENT is made effective as of the ___day of ___________, 20___ (the "Option Grant Date"), by
and between FIIC, Inc., a Delaware corporation (the "Company") and ________________ (the "Optionee").

                                                RECITALS

WHEREAS, the Company has established the 2005 Stock Option, Deferred Stock and Restricted Stock Plan
(the "Plan") effective as of April 25, 2005, and

WHEREAS, pursuant to the provisions of said Plan, the Administrator has granted to the Participant by action
duly taken on ________ __, 20__, (the "Award Date") a stock option award (the "Stock Option Award") based
upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of services rendered and to be rendered by the Participant and the
mutual promises and covenants made herein, the mutual benefits to be derived therefrom and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                                               AGREEMENT

1. The Option(s). The Optionee may, at his/her option, purchase all or any part of an aggregate of __________
shares of Common Stock (the "Optioned Shares"), at the price of $_________ per share (the "Option Price"),
on the terms and conditions set forth herein.

2. Option Type; Exercise Dates and Exercise. Options intended to qualify as Incentive Stock Options are
designated by an "ISO" under the category "Type." Options intended as separate Non-Qualified Stock Options
are designated by a "NQSO" under the category "Type." The Option(s) shall be exercisable as to the specified
number of Optioned Shares on and after the "First" dates and on or before the "Last" dates set forth below:
Type Number of Shares First and Last Date

Optionee acknowledges that he/she understands he/she has no right whatsoever to exercise the Option(s) granted
hereunder with respect to any Optioned Shares covered by any installment until such installment accrues (and is
thus vested) as provided above. Optionee further understands that the Option(s) granted hereunder shall expire
and become unexercisable as provided in Section 4(c) below.

In the event, within twelve (12) months after a Change in Control, the Optionee's employment terminates other
than (i) for Cause, (ii) voluntary termination by the Optionee but such resignation is not a result of a "Constructive
Termination", or (iii) death or disability of the Optionee, fifty percent (50%) of the unvested Optioned Shares
shall vest upon the date of such termination. For the purposes of this agreement, "Constructive Termination" shall
mean Employee's voluntary termination, upon 30 days prior written notice to the Company, following: (A) a
material reduction or change in job duties, responsibilities and requirements inconsistent with Employee's position
with the Company and Employee's prior duties, responsibilities and requirements; (B) any reduction of
Employee's base compensation (other than in connection with a general decrease in base salaries for most
employees of the successor corporation); or (C) Employee's refusal to relocate to a facility or location more than
75 miles from the Company's current location.

For the purposes of the foregoing, a "Change in Control" shall have the meaning set forth in Section 9(b) of the
Plan. For purposes of this Agreement, "Cause" shall mean (i) a material act of dishonesty in connection with the
Optionee's responsibilities as an employee of the Company; (ii) the Optionee's conviction of, or plea of nolo
contendere to, a felony or a crime involving moral turpitude, (iii) the Optionee's gross misconduct which has a
material adverse effect on the Company, or (iv) the Optionee's consistent and willful failure to perform his or her
employment duties where such failure is not cured within 30 days after written notice to Participant by the
Company.

                                                          2
3. Method of Exercise. This Option shall be deemed exercised as to the shares to be purchased when written
notice of such exercise has been given to the Company at its principal business office by the Optionee with
respect to the Common Stock to be purchased. Such notice shall be accompanied by full payment in cash or
cash equivalents as determined by the Administrator. As determined by the Administrator, in its sole discretion,
payment in whole or part may also be made
(i) in the form of unrestricted Stock already owned by the Optionee, or, in the case of the exercise of a Non-
Qualified Stock Option, Restricted Stock subject to an Award hereunder (based, in each case, on the Fair
Market Value of the Stock), (ii) by cancellation of any indebtedness owed by the Company to the Optionee, (iii)
by a full recourse promissory note executed by the Optionee,
(iv) by requesting that the Company withhold whole shares of Common Stock then issuable upon exercise of the
Stock Option (based on the Fair Market Value of the Stock), (v) by arrangement with a broker which is
acceptable to the Administrator where payment of the option price is made pursuant to an irrevocable direction
to the broker to deliver all or part of the proceeds from the sale of the shares underlying the option to the
Company, or (vi) by any combination of the foregoing; provided , however , that in the case of an Incentive
Stock Option, the right to make payment in the form of already owned shares may be authorized only at the time
of grant. Any payment in the form of Stock already owned by the Optionee may be effected by use of an
attestation form approved by the Administrator. If payment of the option exercise price of a NQSO is made in
whole or in part in the form of Restricted Stock or Deferred Stock, the shares received upon the exercise of such
Option (to the extent of the number of shares of Restricted Stock or Deferred Stock surrendered upon exercise
of such Option) shall be restricted in accordance with the original terms of the Restricted Stock or Deferred
Stock award in question, except that the Administrator may direct that such restrictions shall apply only to that
number of shares surrendered upon the exercise of such Option.

4. Governing Plan. This Agreement hereby incorporates by reference the Plan and all of the terms and conditions
of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance
with the terms thereof, but no such subsequent amendment shall adversely affect the Optionee's rights under this
Agreement and the Plan except as may be required by applicable law. The Optionee expressly acknowledges
and agrees that the provisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of
the Plan and this Agreement, the provisions of the Plan shall be controlling and binding upon the parties hereto.
The Optionee also hereby expressly acknowledges, represents and agrees as follows:

(a) Acknowledges receipt of a copy of the Plan, a copy of which is attached hereto and by reference
incorporated herein, and represents that he/she is familiar with the terms and provisions of said Plan, and hereby
accepts this Agreement subject to all the terms and provisions of said Plan.

(b) Agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan.

(c) Acknowledges that he/she is familiar with Sections of the Plan regarding the exercise of the Option(s) and
represents that he/she understands that said Option(s) must be exercised on or before the "Last" exercise date
noted above in
Section 2 or such other date as set forth in the Plan, whichever is earlier.

                                                         3
(d) Acknowledges, understands and agrees that the existence of the Plan and the execution of this Agreement are
not sufficient by themselves to cause any exercise of any Option(s) granted as an Incentive Stock Option to
qualify for favorable tax treatment through the application of Section 422 of the Internal Revenue Code; that
Optionee must, in order to so qualify, individually meet by his own action all applicable requirements of Section
422, including without limitation the following holding period and employment requirements:

(1) holding period requirement: no disposition of an Optioned Share may be made by Optionee within two (2)
years from the date of the granting of the Option(s) nor within one (1) year after the transfer of such Optioned
Share to him/her, and

(2) employment requirement: at all times during the period beginning on the date of the granting of the Option(s)
and ending on the day three (3) months before the date of exercise, the Optionee must have been an employee of
the Company, its Parent, or a Subsidiary of the Company, or a corporation or a parent or subsidiary of such
corporation issuing or assuming the Option(s) in a transaction to which Section 425(a) of the Internal Revenue
Code applies, except where the termination of employment is by means of the employee's disability, in which
case said three (3) month period may be extended to one (1) year, as provided under Internal Revenue Code
Section 422.

5. Representations and Warranties. Optionee hereby represents to the Company that each of the Options
evidenced hereby and the shares purchasable upon exercise thereof are being acquired only for investment and
without any present intention to sell or distribute such securities.

6. Options Not Transferable. No Stock Option shall be transferable by the Optionee other than by will or by the
laws of descent and distribution. Incentive Stock Options shall be exercisable, during the Optionee's lifetime, only
by the Optionee or, with respect to Non-Qualified Stock Options, in accordance with the terms of a qualified
domestic relations order.

7. No Enlargement of Employee Rights. Nothing in this Agreement shall be construed to confer upon the
Optionee (if an employee) any right to continued employment with the Company or to restrict in any way the right
of the Company to terminate his/her employment. Optionee acknowledges that in the absence of an express
written employment agreement to the contrary, the Company may terminate Optionee's employment with the
Company at any time, with or without cause.

8. Withholding of Taxes. Optionee authorizes the Company to withhold, in accordance with any applicable law,
from any compensation payable to him any taxes required to be withheld by federal, state or local law as a result
of the grant of the Option(s) or the issuance of stock pursuant to the exercise of such Option(s).

9. Laws Applicable to Construction. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

10. Agreement Binding on Successors. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors, transferees and assignees of the Optionee.

                                                         4
11. Costs of Litigation. In any action at law or in equity to enforce any of the provisions or rights under this
Agreement or the Plan, the unsuccessful party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the
successful party or parties (including without limitation costs, expenses end fees on any appeals), and if the
successful party recovers judgment in any such action or proceeding such costs, expenses and attorneys' fees
shall be included as part of the judgment.

12. Necessary Acts. The Optionee agrees to perform all acts and execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

13. Counterparts. For convenience this Agreement may be executed in any number of identical counterparts,
each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any
other purpose without the production of any other counterparts.

14. Invalid Provisions. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force
and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

15. Limitation on Value of Optioned Shares. Optionee acknowledges that the Plan provides that the aggregate
fair market value (determined as of the date hereof) of the shares of Common Stock to which Options granted as
Incentive Stock Options are exercisable for the first time by Optionee during any calendar year under all incentive
stock option plans of the Company and any future Subsidiary shall not exceed $100,000. It is understood and
agreed that should it be determined that an Option if granted as an Incentive Stock Option hereunder would
exceed such maximum, such Option shall be considered granted as a Non-Qualified Stock Option to the extent,
but only to the extent of such excess. This limitation shall not apply to any option granted as a Non-Qualified
Stock Option.

                                                         5
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement effective as of the
date first written hereinabove.

                  FIIC, Inc.                                               OPTIONEE


                  By: ______________________________                       ___________________
                      Name:
                           _________________________
                      Title:
                            ________________________                       ___________________
                                                                           (Print Name)


                  Address of Optionee:


                  _________________________                                ___________________
                                                                           (Social Security)
                  _________________________

                  _________________________




By his or her signature below, the spouse of the Optionee, if such Optionee be legally married as of the date of
his execution of this Agreement, acknowledges that he or she has read this Agreement and the Plan and is familiar
with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of said Agreement
and said Plan document.


                                                      Spouse

                                        Dated: _____________________

By his or her signature below the Optionee represents that he or she is not legally married as of the date of
execution of this Agreement.


                                                      Spouse

                                        Dated: _____________________

                                                         6
                                                 Exhibit 10.12

                                            FIIC, INC.
                               2005 STOCK OPTION, DEFERRED STOCK
                                   AND RESTRICTED STOCK PLAN

                             RESTRICTED STOCK AWARD AGREEMENT
                                         (EXECUTIVE)

Participant Name:___________________

This AGREEMENT dated as of the ____ day ________ 20___ between FIIC, Inc. a Delaware corporation
(the "Company") and ________________ (the "Participant").

                                                  RECITALS

WHEREAS, the Company has established the 2005 Stock Option, Deferred Stock and Restricted Stock Plan
(the "Plan") effective as of April 25, 2005, and

WHEREAS, pursuant to the provisions of said Plan, the Administrator has granted to the Participant by action
duly taken on ________________, 20___, (the "Award Date") a restricted stock award (the "Restricted Stock
Award") based upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of services rendered and to be rendered by the Participant and the
mutual promises made herein, the mutual benefits to be derived therefrom and other good and valuable
consideration, the parties agree as follows:

                                                AGREEMENT

1. Grant. Subject to the terms of this Agreement, the Company grants to the Participant the following:

Restricted Stock Award:

__________ shares of Common Stock of the Company (the "Restricted Stock")

Price (optional): $_____________ per share

                           Release of Company's Repurchase Option Schedule:

                                Number of Shares                       Expiration Date of Company's
                                                                            Repurchase Option
                                              2.     Restricted Stock.




(a) Restriction. Subject to the provisions of the Plan, Participant is not permitted to sell, transfer, pledge or assign
the shares of Restricted Stock during the Restricted Period.

(b) Certificates and Legend. Participant shall be issued a stock certificate in respect of such shares of Restricted
Stock; and such certificate shall be registered in the name of Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock Award, substantially in the
following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the FIIC, Inc. 2005 Stock Option, Deferred Stock and Restricted Stock Plan
and a Restricted Stock Award Agreement entered into between the registered owner and FIIC, Inc. Copies of
such Plan and
Agreement are on file in the offices of FIIC, Inc."

The stock certificates evidencing such shares shall be held in the custody of the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, Participant shall have
delivered a stock power, endorsed in blank, relating to the Stock covered by such Award, a form of which is
attached here to as Exhibit A .

(c) Voting Rights. Except as provided herein, Participant shall have all of the rights of a shareholder of the
Company, including the right to vote the shares, and the right to receive any dividends thereon during the
Restricted Period.

3. Repurchase Option

(a) In the event of any voluntary or involuntary termination of the Participant's employment by the Company or
Participant, as applicable, for any or no reason, including death or disability (a "Termination") before all of the
shares of Restricted Stock are released from the Company's repurchase option (see Section 4 below), the
Company shall, upon the date of a Termination (as reasonably fixed and determined by the Company) have an
irrevocable, exclusive option (the "Repurchase Option") for a period of ninety (90) days from such date to
repurchase all (but not less than all) of the shares of Restricted Stock that shall constitute the Unreleased Shares
(defined herein as any of the shares of Restricted Stock that have not yet been released from the Repurchase
Option) at such time, at the price paid by the Participant at the time of issuance (the "Repurchase Price");

                                                           2
(b) The Repurchase Option shall be exercised by the Company by written notice to the Participant and, at the
Company's option, (i) by delivery to the Participant with such notice of a check in the amount of the purchase
price for the shares of Restricted Stock being repurchased, (ii) by cancellation by the Company of an amount of
the Participant's indebtedness to the Company equal to the purchase price for the shares of Restricted Stock
being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of
indebtedness equals the aggregate Purchase Price. Upon delivery of such notice and the payment of the purchase
price of any of the ways described above, the Company shall become the legal and beneficial owner of the shares
of Restricted Stock being repurchased and all rights and interests therein or relating thereto, and the Company
shall have the right to retain and transfer to its own name the number of shares of Restricted Stock being
repurchased by the Company.

(c) Whenever the Company shall have the right to repurchase shares of Restricted Stock hereunder, the
Company may designate and assign one or more employees, officers, directors, or shareholders of the Company
or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement
and purchase all or a part of such shares of Restricted Stock. If the fair market value of the shares of Restricted
Stock to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the
aggregate Repurchase Price of such shares of Restricted Stock, then each such designee or assignee shall pay the
Company cash equal the difference between the Repurchase FMV and the aggregate Repurchase Price of such
shares of Restricted Stock.

4. Release of Shares From Repurchase Option

(a) Shares of Restricted Stock shall be released from Company's Repurchase Option according to the schedule
set forth in Section 1 above; provided in each case that the Participant has not ceased to be an employee of the
Company prior to the date of any such release, but in which case the Participant shall get vesting credit for the
number of days in the final month that the Employee is either an employee or director of or a consultant to the
Company.

(b) Notwithstanding anything set forth in Section 4(a) above, in the event, within twelve (12) months after a
Change in Control, the Participant's employment terminates other than (i) for Cause, (ii) voluntary termination by
the Participant, or (iii) death or disability of the Participant, fifty percent (50%) of the Unreleased Shares shall be
released from the Company's Repurchase Option upon the date of such termination.

For the purposes of the foregoing, a "Change in Control" shall have the meaning set forth in Section 9(b) of the
Plan. For purposes of this Agreement, "Cause" shall mean (i) a material act of dishonesty in connection with the
Participant's responsibilities as an employee of the Company; (ii) the Participant's conviction of, or plea of nolo
contendere to, a felony or a crime involving moral turpitude, (iii) the Participant's gross misconduct which has a
material adverse effect on the Company, or (iv) the Participant's consistent and willful failure to perform his or her
employment duties where such failure is not cured within 30 days after written notice to Participant by the
Company.

                                                           3
5. Governing Plan. This Agreement hereby incorporates by reference the Plan and all of the terms and conditions
of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance
with the terms thereof, but no such subsequent amendment shall adversely affect Participant's rights under this
Agreement and the Plan except as may be required by applicable law. Participant expressly acknowledges and
agrees that the provisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of
the Plan and this Agreement, the provisions of the Plan shall be controlling and binding upon the parties hereto.
Participant also hereby expressly acknowledges, represents and agrees as follows:

(a) Acknowledges receipt of a copy of the Plan, a copy of which is attached hereto and by reference
incorporated herein, and represents that he/she is familiar with the terms and provisions of said Plan, and hereby
accepts this Agreement subject to all the terms and provisions of said Plan.

(b) Agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan.

(c) Acknowledges that he/she is familiar with Sections of the Plan regarding the issuance of the Restricted Stock.

6. Representations and Warranties. As a condition to the issuance of any portion of shares of Restricted Stock
the Company may require Participant receiving such shares to make any representation and/or warranty to the
Company as may, in the judgment of counsel to the Company, be required under any applicable law or
regulation, including but not limited to a representation and warranty that the shares are being acquired only for
investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency. Participant hereby represents to the Company that the shares
issuable pursuant to this Agreement are being acquired only for investment and without any present intention to
sell or distribute such securities.

7. No Enlargement of Employee Rights. Nothing in this Agreement shall be construed to confer upon Participant
(if an employee) any right to continued employment with the Company, any Parent or Subsidiary, or to restrict in
any way the right of the Company, a Subsidiary or Parent to terminate his/her employment. Participant
acknowledges that in the absence of an express written employment agreement to the contrary, Participant's
employment with the Company may be terminated by the Company at any time, with or without cause.

8. Execution and Delivery. Participant acknowledges that Participant shall have no rights with respect to any
Award granted by the Company unless and until Participant executes an Award Agreement and delivers it to the
Company within sixty days of such award (or such other period as the Participant may specify after the Award
Date).

9. Withholding of Taxes. Participant authorizes the Company to withhold, in accordance with any applicable law,
from any compensation payable to him any taxes required to be withheld by federal, state or local law as a result
of the grant of Restricted Stock Award.

10. Laws Applicable to Construction. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

                                                          4
11. Agreement Binding on Successors. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors, transferees and assignees of the Participant.

12. Costs of Litigation. In any action at law or in equity to enforce any of the provisions or rights under this
Agreement or the Plan, the unsuccessful party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the
successful party or parties (including without limitation costs, expenses end fees on any appeals), and if the
successful party recovers judgment in any such action or proceeding such costs, expenses and attorneys' fees
shall be included as part of the judgment.

13. Necessary Acts. The Participant agrees to perform all acts and execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

14. Counterparts. For convenience this Agreement may be executed in any number of identical counterparts,
each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any
other purpose without the production of any other counterparts.

15. Invalid Provisions. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force
and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

                                                         5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. By
Participant's execution of this Agreement, Participant agrees to the terms and conditions hereof and of the Plan.

           FIIC, Inc.                                                 PARTICIPANT


                                                                      ________________________
                                                                      Signature)

                                                                      ________________________
           By: __________________________                             (Print Name)

               Name: ____________________

               Title:____________________                             _____________________ (Address)

                                                                      _____________________




                                                  (Social Security)

By his or her signature below, the spouse of the Participant, of such Participant be legally married as of the date
of his execution of this Agreement, acknowledges that he or she has read this Agreement and the Plan and is
familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan document.


                                                      Spouse

                                          Dated: __________________

By his or her signature below the Participant represents that he or she is not legally married as of the date of
execution of this Agreement.


                                                    Participant

                                          Dated: __________________

                                                          6
                                                 EXHIBIT A

                      STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:

                          PLEASE INSERT SOCIAL SECURITY OR OTHER
                             IDENTIFYING NUMBER OF ASSIGNEE




__________________________________________) Shares of the ______________________

Stock of the _______________________________________________________ Corporation

standing in _______________________________________ name(s) on the books of said

Corporation represented by certificate(s) No. __________________________________

herewith and do hereby irrevocably constitute and appoint ______________________

____________________________________________ attorney to transfer the said stock

on the books of the within named Corporation with full power of substitute.

Dated __________________________________ ______________________________________



THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) ON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE.

                                                       7
                                                 Exhibit 10.13

                                            FIIC, INC.
                               2005 STOCK OPTION, DEFERRED STOCK
                                   AND RESTRICTED STOCK PLAN

                             RESTRICTED STOCK AWARD AGREEMENT
                                      (SUPER EXECUTIVE)

Participant Name:___________________

This AGREEMENT dated as of the ___ day of _______, 20__ between FIIC, Inc., a Delaware corporation
(the "Company") and ________________ (the "Participant").

                                                  RECITALS

WHEREAS, the Company has established the 2005 Stock Option, Deferred Stock and Restricted Stock Plan
(the "Plan") effective as of April 25, 2005, and

WHEREAS, pursuant to the provisions of said Plan, the Administrator has granted to the Participant by action
duly taken on ________ __, 20__, (the "Award Date") a restricted stock award (the "Restricted Stock Award")
based upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of services rendered and to be rendered by the Participant and the
mutual promises made herein, the mutual benefits to be derived therefrom and other good and valuable
consideration, the parties agree as follows:

                                                AGREEMENT

1. Grant. Subject to the terms of this Agreement, the Company grants to the Participant the following:

__________ shares of Common Stock of the Company (the "Restricted Stock")

Price (optional): $_____________ per share

                           Release of Company's Repurchase Option Schedule:

Number of Shares Expiration Date of Company's Repurchase Option
2. Restricted Stock.

(a) Restriction. Subject to the provisions of the Plan, Participant is not permitted to sell, transfer, pledge or assign
the shares of Restricted Stock during the Restricted Period.

(b) Certificates and Legend. Participant shall be issued a stock certificate in respect of such shares of Restricted
Stock; and such certificate shall be registered in the name of Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock Award, substantially in the
following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the FIIC, Inc. 2005 Stock Option, Deferred Stock and Restricted Stock Plan
and a Restricted Stock Award Agreement entered into between the registered owner and FIIC, Inc. Copies of
such Plan and
Agreement are on file in the offices of FIIC, Inc."

The stock certificates evidencing such shares shall be held in the custody of the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, Participant shall have
delivered a stock power, endorsed in blank, relating to the Stock covered by such Award, a form of which is
attached here to as Exhibit A .

(c) Voting Rights. Except as provided herein, Participant shall have all of the rights of a shareholder of the
Company, including the right to vote the shares, and the right to receive any dividends thereon during the
Restricted Period.

3. Repurchase Option

(a) In the event of any voluntary or involuntary termination of the Participant's employment by the Company or
Participant, as applicable, for any or no reason, including death or disability (a "Termination") before all of the
shares of Restricted Stock are released from the Company's repurchase option (see Section 4 below), the
Company shall, upon the date of a Termination (as reasonably fixed and determined by the Company) have an
irrevocable, exclusive option (the "Repurchase Option") for a period of ninety (90) days from such date to
repurchase all (but not less than all) of the shares of Restricted Stock that shall constitute the Unreleased Shares
(defined herein as any of the shares of Restricted Stock that have not yet been released from the Repurchase
Option) at such time, at the price paid by the Participant at the time of issuance (the "Repurchase Price");

                                                           2
(b) The Repurchase Option shall be exercised by the Company by written notice to the Participant and, at the
Company's option, (i) by delivery to the Participant with such notice of a check in the amount of the purchase
price for the shares of Restricted Stock being repurchased, (ii) by cancellation by the Company of an amount of
the Participant's indebtedness to the Company equal to the purchase price for the shares of Restricted Stock
being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of
indebtedness equals the aggregate Purchase Price. Upon delivery of such notice and the payment of the purchase
price of any of the ways described above, the Company shall become the legal and beneficial owner of the shares
of Restricted Stock being repurchased and all rights and interests therein or relating thereto, and the Company
shall have the right to retain and transfer to its own name the number of shares of Restricted Stock being
repurchased by the Company.

(c) Whenever the Company shall have the right to repurchase shares of Restricted Stock hereunder, the
Company may designate and assign one or more employees, officers, directors, or shareholders of the Company
or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement
and purchase all or a part of such shares of Restricted Stock. If the fair market value of the shares of Restricted
Stock to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the
aggregate Repurchase Price of such shares of Restricted Stock, then each such designee or assignee shall pay the
Company cash equal the difference between the Repurchase FMV and the aggregate Repurchase Price of such
shares of Restricted Stock.

4. Release of Shares From Repurchase Option

(a) Shares of Restricted Stock shall be released from Company's Repurchase Option according to the schedule
set forth in Section 1 above; provided in each case that the Participant has not ceased to be an employee of the
Company prior to the date of any such release, but in which case the Participant shall get vesting credit for the
number of days in the final month that the Employee is either an employee or director of or a consultant to the
Company.

(b) Notwithstanding anything set forth in Section 4(a) above, in the event, within twelve (12) months after a
Change of Control, the Participant's employment terminates other than (i) for Cause, (ii) voluntary termination by
the Participant but such resignation is not a result of a "Constructive Termination", or (iii) death or disability of the
Participant, fifty percent (50%) of the Unreleased Shares shall be released from the Company's Repurchase
Option upon the date of such termination. For the purposes of this agreement, "Constructive Termination" shall
mean Employee's voluntary termination, upon 30 days prior written notice to the Company, following: (A) a
material reduction or change in job duties, responsibilities and requirements inconsistent with Employee's position
with the Company and Employee's prior duties, responsibilities and requirements; (B) any reduction of
Employee's base compensation (other than in connection with a general decrease in base salaries for most
employees of the successor corporation); or (C) Employee's refusal to relocate to a facility or location more than
75 miles from the Company's current location.

                                                            3
For the purposes of the foregoing, a "Change of Control" shall have the meaning set forth in Section 9(b) of the
Plan. For purposes of this Agreement, "Cause" shall mean (i) a material act of dishonesty in connection with the
Participant's responsibilities as an employee of the Company; (ii) the Participant's conviction of, or plea of nolo
contendere to, a felony or a crime involving moral turpitude, (iii) the Participant's gross misconduct which has a
material adverse effect on the Company, or (iv) the Participant's consistent and willful failure to perform his or her
employment duties where such failure is not cured within 30 days after written notice to Participant by the
Company.

5. Governing Plan. This Agreement hereby incorporates by reference the Plan and all of the terms and conditions
of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance
with the terms thereof, but no such subsequent amendment shall adversely affect Participant's rights under this
Agreement and the Plan except as may be required by applicable law. Participant expressly acknowledges and
agrees that the provisions of this Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case of any conflict between the provisions of
the Plan and this Agreement, the provisions of the Plan shall be controlling and binding upon the parties hereto.
Participant also hereby expressly acknowledges, represents and agrees as follows:

(a) Acknowledges receipt of a copy of the Plan, a copy of which is attached hereto and by reference
incorporated herein, and represents that he/she is familiar with the terms and provisions of said Plan, and hereby
accepts this Agreement subject to all the terms and provisions of said Plan.

(b) Agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan.

(c) Acknowledges that he/she is familiar with Sections of the Plan regarding the issuance of the Restricted Stock.

6. Representations and Warranties. As a condition to the issuance of any portion of shares of Restricted Stock
the Company may require Participant receiving such shares to make any representation and/or warranty to the
Company as may, in the judgment of counsel to the Company, be required under any applicable law or
regulation, including but not limited to a representation and warranty that the shares are being acquired only for
investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required under the Securities Act of 1933 or any other applicable law,
regulation or rule of any governmental agency. Participant hereby represents to the Company that the shares
issuable pursuant to this Agreement are being acquired only for investment and without any present intention to
sell or distribute such securities.

7. No Enlargement of Employee Rights. Nothing in this Agreement shall be construed to confer upon Participant
(if an employee) any right to continued employment with the Company, any Parent or Subsidiary, or to restrict in
any way the right of the Company, a Subsidiary or Parent to terminate his/her employment. Participant
acknowledges that in the absence of an express written employment agreement to the contrary, the Company
may terminate Participant's employment with the Company at any time, with or without cause.

                                                          4
8. Execution and Delivery. Participant acknowledges that Participant shall have no rights with respect to any
Award granted by the Company unless and until Participant executes an Award Agreement and delivers it to the
Company within sixty days of such award (or such other period as the Participant may specify after the Award
Date).

9. Withholding of Taxes. Participant authorizes the Company to withhold, in accordance with any applicable law,
from any compensation payable to him any taxes required to be withheld by federal, state or local law as a result
of the grant of Restricted Stock Award.

10. Laws Applicable to Construction. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

11. Agreement Binding on Successors. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors, transferees and assignees of the Participant.

12. Costs of Litigation. In any action at law or in equity to enforce any of the provisions or rights under this
Agreement or the Plan, the unsuccessful party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by the
successful party or parties (including without limitation costs, expenses end fees on any appeals), and if the
successful party recovers judgment in any such action or proceeding such costs, expenses and attorneys' fees
shall be included as part of the judgment.

13. Necessary Acts. The Participant agrees to perform all acts and execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

14. Counterparts. For convenience this Agreement may be executed in any number of identical counterparts,
each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any
other purpose without the production of any other counterparts.

15. Invalid Provisions. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full force
and effect to the same extent as though the invalid and unenforceable provision was not contained herein.

                                                         5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. By
Participant's execution of this Agreement, Participant agrees to the terms and conditions hereof and of the Plan.

           FIIC, Inc.                                                 PARTICIPANT


                                                                      ________________________
                                                                      Signature)

                                                                      ________________________
           By: __________________________                             (Print Name)

               Name: ____________________

               Title:____________________                             _____________________ (Address)

                                                                      _____________________




                                                  (Social Security)

By his or her signature below, the spouse of the Participant, of such Participant be legally married as of the date
of his execution of this Agreement, acknowledges that he or she has read this Agreement and the Plan and is
familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan document.


                                                      Spouse

                                          Dated: __________________

By his or her signature below the Participant represents that he or she is not legally married as of the date of
execution of this Agreement.


                                                    Participant

                                          Dated: __________________

                                                          6
                                                 EXHIBIT A

                      STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:

                          PLEASE INSERT SOCIAL SECURITY OR OTHER
                             IDENTIFYING NUMBER OF ASSIGNEE




__________________________________________) Shares of the ______________________

Stock of the _______________________________________________________ Corporation

standing in _______________________________________ name(s) on the books of said

Corporation represented by certificate(s) No. __________________________________

herewith and do hereby irrevocably constitute and appoint ______________________

____________________________________________ attorney to transfer the said stock

on the books of the within named Corporation with full power of substitute.

Dated __________________________________ ______________________________________



THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) ON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE.

                                                       7
                                               Exhibit 10.14

                                       SUB-LEASE AGREEMENT

As of this date, February 1, 2005, FIIC, Inc. agrees to pay Manex Financial Management, Inc. the amount of
$5,000 per month for rent and overhead expenditures for the use of office space at 1585 bethel Road,
Columbus, Ohio 43220.

Signed,

                                             /s/ James Bowser
                                             ----------------
                                             COO FIIC Inc.




Agreed upon by:

                                    /s/ Robert Ostrander
                                    --------------------
                                    Robert Ostrander, President
                                    Manex Financial Management, Inc.
                                                 Exhibit 10.15

          [LETTERHEAD OF FEDERATED INVESTORS INSURANCE CORPORATION]

                                       CONSULTING AGREEMENT

Effective February 1, 2005, for services rendered, James W. France will be due to a consulting fee of $7,000.00
per month. This will be in effect until such time as FIIC, Inc. receives sufficient funding to pay this person his
normal salary as to be outlined in his respective employment agreement.

Approved by:

                    /s/ Robert Ostrander                             Dated      7 Feb 06
                    ---------------------------                              --------------
                    Signature



                    Robert Ostrander Dir/Sec.
                    ---------------------------
                    print name with title
                                                    Exhibit 10.16

Mirador [LOGO] Consulting

                                         CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement"), is made and entered into as of this ____ day of March, 2006, by and
between Mirador Consulting, Inc., a Florida corporation, with offices at 5499 N. Federal Hwy, Suite D, Boca
Raton, Florida 33487 ("Mirador" or the "Consultant"), and FIIC Holdings, Inc., a Delaware corporation, with
offices at 1585 Bethel Road, Columbus, OH 43220 (the "Company") (together the "Parties").

WHEREAS, Consultant is in the business of providing services for management consulting, business advisory,
shareholder information and public relations;

WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such
services as may be needed; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Consultant shall provide
services to the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other valid
consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

Term of Agreement

The Agreement shall remain in effect from the date hereof through the expiration of a period of one year from the
date hereof (the "Term"), and thereafter may be renewed upon the mutual written consent of the Parties.

Nature of Services to be rendered.

During the Term and any renewal thereof, Consultant shall: (a) provide the Company with corporate consulting
services on a best efforts basis in connection with mergers and acquisitions, corporate finance, corporate finance
relations, introductions to other financial relations companies and other financial services; (b) use its best efforts to
locate and identify to the Company private and/or public companies for potential merger with or acquisition by
the Company;
(c) contact the Company's existing stockholders, responding in a professional manner to their questions and
following up as appropriate; and (d) use its best efforts to introduce the Company to various securities dealers,
investment advisors, analysts, funding sources and other members of the financial community with whom it has
established relationships, and generally assist the Company in its efforts to enhance its visibility in the financial
community (collectively, the "Services"). It is acknowledged and agreed by the Company that Consultant carries
no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an
investment advisor or brokerage/dealer within the meaning of the applicable state and federal securities laws. The
Services of Consultant shall not be exclusive nor shall

----------------------------------------------------------------------------- 1 Consulting Agreement for FIIH
Mirador [LOGO] Consulting

Consultant be required to render any specific number of hours or assign specific personnel to the Company or its
projects.

Disclosure of Information

Consultant agrees as follows:

The Consultant shall NOT disclose to any third party any material non-public information or data received from
the Company without the written consent and approval of the Company other than: (i) to its agents or
representatives that have a need to know in connection with the Services hereunder; provided such agents and
representatives have a similar obligation to maintain the confidentiality of such information; (ii) as may be required
by applicable law; provided, Consultant shall provide prompt prior written notice thereof to the Company to
enable the Company to seek a protective order or otherwise prevent such disclosure; and (iii) such information as
becomes publicly known through no action of the Consultant, or its agents or representatives.

Following receipt of written notice from the Company of a filing in connection with a proposed public offering of
the securities of the Company, and until the Company informs the Consultant that such offering has been
completed or has terminated, the Consultant shall not engage in any public relations efforts on behalf of the
Company without approval of counsel for the Company and counsel for the underwriter(s), if any.

Compensation.

The following represents the compensation to be received by the Consultant in connection with rendering the
Services hereunder:

Upon execution of the Agreement, the Consultant shall purchase and the Company will issue to the Consultant
250,000 shares of the Company's restricted common stock (OTCBB: FIIH) for a total purchase price of two
hundred fifty dollars ($250.00) (the "Restricted Stock") as per the Investment Representation Letter
(incorporated by reference into the Agreement and attached as Addendum B).

During the Term of this Agreement, the Company will pay to the Consultant the sum of $3,500.00 dollars per
month.

Representations and Warranties of the Consultant.

In order to induce the Company to enter into this Agreement, the Consultant hereby makes the following
unconditional representations and warranties:

In connection with its execution of and performance under this Agreement, the Consultant has not taken and will
not take any action that will cause it to become required to make any filings with or to register in any capacity
with the Securities and Exchange Commission (the "SEC"), the National Association of Securities Dealers, Inc.
(the "NASD"), the securities commissioner or department of any state, or any other regulatory or governmental
body or agency.

----------------------------------------------------------------------------- 2 Consulting Agreement for FIIH
Mirador [LOGO] Consulting

Neither the Consultant nor any of its principals is subject to any sanction or restriction imposed by the SEC, the
NASD, any state securities commission or department, or any other regulatory or governmental body or agency,
which would prohibit, limit or curtail the Consultant's execution of this Agreement or the performance of its
obligation hereunder.

The Consultant's purchase of shares pursuant to this Agreement is an investment made for its own account. The
Consultant is permitted to provide consulting services to any corporation or entity engaged in a business identical
or similar to the Company's.

Duties of the Company.

The Company will supply Consultant, on a regular basis and timely basis, with all approved data and information
about the Company, its management, its products, and its operations as reasonably requested by Consultant and
which the Company can obtain with reasonable effort; and Company shall be responsible for advising Consultant
of any facts which would affect the accuracy of any prior data and information previously supplied to Consultant
so that the Consultant may take corrective action.

The Company's counsel must, within five (5) business days of receiving written notice from the Consultant,
provide an opinion letter to the Consultant and the Transfer Agent for the Company's Restricted Stock
addressing the permissible resale of the Restricted Stock and the M&A Restricted Stock (pursuant to Rule 144
of the Securities Act of 1933, as amended (the "1933 Act") transferred to the Consultant under this Agreement.

Representations and Warranties of the Company.

In order to induce the Consultant to enter into this Agreement, the Company hereby makes the following
unconditional representations and warranties:

The Company is not subject to any restriction imposed by the SEC or by operation of the 1933 Act, the
Exchange Act of 1934, as amended (the "1934 Act") or any of the rules and regulations promulgated under the
1933 Act or the 1934 Act which prohibit its execution of this Agreement or the performance of its obligations to
the Consultant set forth herein. The Company has not been sanctioned by the SEC, the NASD or any state
securities commissioner or department in connection with any issuance of its securities. All payments required to
be made on time and in accordance with the payment terms and conditions set forth herein.

The Company acknowledges that the Consultant does not guarantee its ability to cause the consumption of any
contract or merger or acquisition with any corporate candidate.

Compliance with Securities Laws

The Parties acknowledge and agree that the Company is subject to the requirements of the 1934 Act, and that
the 1933 Act, the 1934 Act, the rules and regulations promulgated thereunder and the various state securities
laws (collectively, "Securities Laws") impose significant burdens and limitations on the dissemination of certain
information about the Company by the Company and by persons acting for or on behalf of the Company. Each
of the Parties agrees to comply with all applicable Securities Laws in carrying out its obligations under the
Agreement; and without

----------------------------------------------------------------------------- 3 Consulting Agreement for FIIH
Mirador [LOGO] Consulting

limiting the generality of the foregoing, the Company hereby agrees (i) all information about the Company
provided to the Consultant by the Company, which the Company expressly agrees may be disseminated to the
public by the Consultant in providing any public relations or other services pursuant to the Agreement, shall not
contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements
made, in light of the circumstances in which they were made, not misleading, (ii) the Company shall promptly
notify the Consultant if it becomes aware that it has publicly made any untrue statement of a material fact
regarding the Company or has omitted to state any material fact necessary to make the public statements made
by the Company, in light of the circumstances in which they were made, not misleading, and (iii) the Company
shall promptly notify the Consultant of any "quiet period" or "blackout period" or other similar period during
which public statements by or on behalf of the Company are restricted by any Securities Law. Each Party (an
"indemnifying party") hereby agrees, to the full extent permitted by applicable law, to indemnify and hold harmless
the other Party (the "indemnified party") for any damages caused to the indemnified party by the indemnifying
party's breach or violation of any Securities Law, except to the extent that the indemnifying party's breach or
violation of a Securities Law is caused by the indemnified party's breach or violation of the Agreement, or any
Securities Law.

Issuance of Restricted Stock to Consultant

The Restricted Stock shall be issued as fully-paid and non-assessable securities. The Company shall take all
corporate action necessary for the issuance Restricted Stock, to be legally valid and irrevocable, including
obtaining the prior approval of its Board of Directors.

Expense Reimbursement.

Consultant shall be entitled to receive cash reimbursement, and the Company shall provide cash reimbursement,
of all reasonable and necessary cash expenses paid by the Consultant on behalf of the Company in performance
of its own duties hereunder. Such expenses shall include, without limitation, reasonable expenses for
communications, deliveries and travel. In no event, however, will the Consultant incur on behalf of the Company
any expense without the prior written consent of the Company.

Registration Obligations.

At any time following the signing of the Agreement if the Company files a registration statement with the SEC
registering an amount of securities equal to at least $500,000 ("Registration Statement"), the Company must
provide a ten
(10) day prior written notice of the Registration Statement to the Consultant and any subsequent holder of the
Restricted Stock and at the written request and direction of the Consultant and/or subsequent holders must
provide piggy back registration rights and include the consultant and/or subsequent holders shares in the
Registration Statement.

Indemnification of Consultant by the Company.

The Company acknowledges that the Consultant relies on information provided by the Company in connection
with the provisions of Services hereunder and represents that said information does not contain any untrue
statement of a material fact or omit to state any material fact necessary to

----------------------------------------------------------------------------- 4 Consulting Agreement for FIIH
Mirador [LOGO] Consulting

make the statements made, in light of the circumstances in which they were made, not misleading, and agrees to
hold harmless and indemnify the Consultant for claims against the Consultant as a result of any breach of such
representation and for any claims relating to the purchase and/or sale of the Company's securities occurring out of
or in connection with the

Consultant's relationship with the Company including, without limitation, reasonable attorney's fees and other
costs arising out of any such claims; provided, however, that the Company will not be liable in any such case for
losses, claims, damages, liabilities or expenses that arise from the gross negligence or willful misconduct of
Consultant.

Indemnification of the Company by the Consultant.

The Consultant shall identify and hold harmless the Company and its principals from and against any and all
liabilities and damages arising out of any the Consultant's gross negligence or intentional breach of its
representations, warranties or agreements made hereunder.

Applicable Law.

It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of
Florida and that in any action, special proceeding or other proceedings that may be brought arising out of, in
connection with or by reason of this Agreement, the law of the State of Florida shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or
special proceeding may be instituted.

Disputes.

Any conflicts, disputes and disagreements arising out of or in connection with the Agreement, shall be subject to
arbitration through the jurisdiction of the AAA in Palm Beach County, Florida. However, if Consultant needs to
enforce any registration rights or shareholder rights, Consultant reserves the right to file an injunctive action in a
court in Palm Beach County, Florida. In signing this Agreement, the Company waives their right to challenge
jurisdiction on this issue.

Entire Understanding/Incorporation of other Documents.

The Agreement contains the entire understanding of the Parties with regard to the subject matter hereof,
superseding any and all prior agreements or understandings whether oral or written, and no further or additional
agreements, promises, representations or covenants may be inferred or construed to exist between the Parties.

No Assignment or Delegation Without Prior Approval.

No portion of the Agreement or any of its provisions may be assigned, nor obligations delegated, to any other
person or party without the prior written consent of the Parties except by operation of law or as otherwise set
forth herein.

----------------------------------------------------------------------------- 5 Consulting Agreement for FIIH
Mirador [LOGO] Consulting

Survival of Agreement.

The Agreement and all of its terms shall inure to the benefit of any permitted assignees of or lawful successors to
either Party.

Independent Contractor.

Consultant agrees to perform its consulting duties hereto as an independent contractor. Nothing contained herein
shall be considered to as creating an employer-employee relationship between the parties to this Agreement.

No Amendment Except in Writing.

Neither the Agreement nor any of its provisions may be altered or amended except in a dated writing signed by
the Parties.

Waiver of Breach.

No waiver of any breach of any provision hereof shall be deemed to constitute a continuing waiver or a waiver of
any other portion of the Agreement.

Severability of the Agreement.

Except as otherwise provided herein, if any provision hereof is deemed by arbitration or a court of competent
jurisdiction to be legally unenforceable or void, such provision shall be stricken from the Agreement and the
remainder hereof shall remain in full force and effect.

Termination of the Agreement.

The Company may terminate the Agreement, with or without cause, by providing a thirty (30) day written
notification to the Consultant. The Agreement will terminate thirty (30) days following the date of receipt of the
written notification by the non-terminating party ("Date of Termination"). In the event of termination of the
Agreement by the Company, the Consultant shall be entitled to keep any and all fees, Company stock or other
compensation it received from the Company under the Agreement prior to the Date of Termination.

Counterparts and Facsimile Signature.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.

          -----------------------------------------------------------------------------                  6
                                    Consulting Agreement for FIIH
           Mirador [LOGO] Consulting


           No Construction Against Drafter.

           The Agreement shall be construed without regard to any presumption or other
           requiring construction against the Party causing the drafting hereof.


                 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
           this Agreement, effective as of the date set forth above.

                       FIIC Holdings, Inc.                             Mirador Consulting, Inc.

                  By: /s/ James W. France                         By: /s/ Brian S. John
                      --------------------                            --------------------
                      James W. France, CEO                            Brian S. John, President




----------------------------------------------------------------------------- 7 Consulting Agreement for FIIH
                               INVESTMENT REPRESENTATION LETTER
                                         (ADDENDUM B)

The undersigned subscriber, Mirador Consulting, Inc., (the "Subscriber") is acquiring 250,000 shares of the
common stock (the "Shares") of FIIC Holdings, Inc. OTCBB: FIIH (the "Company") for Two Hundred Fifty
Dollars ($250.00) In connection with the Consulting Agreement dated March __, 2006 between the Subscriber
and the Company. In order to induce the Company to issue the shares to the Subscriber, the Subscriber hereby
makes the following representations, gives the following warranties, and acknowledges the following information:

1. The Subscriber represents that it has full power and authority to execute this statement and make the
representations contained herein. The Subscriber understands that the Company is relying on this statement in
issuing it the Shares.

2. The shares are being purchased solely for investment purposes, for the Subscriber's own account, and not with
a view to, or for sale in conjunction with, any distribution of the shares within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). The Subscriber further represents that it does not have any contract,
undertaking or arrangement with any person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the Shares.

3. The Subscriber acknowledges that the Shares have not been registered under the Securities Act and are to be
issued to the Subscriber in reliance upon one or more exemptions from registration contained in the Securities Act
and applicable state securities laws. The Subscriber has no right to demand the registration of the Shares to
permit them to be resold, and no representations about subsequent registrations have been made by the
Company. The Subscriber acknowledges that the Shares cannot be transferred except pursuant to a registration
under the Securities Act or pursuant to an exemption from the Securities Act deemed to be lawfully available. In
this connection, the Subscriber represents that it is familiar with SEC Rule 144 as presently in effect, and
understand the resale limitations imposed thereby and by the Securities Act.

4. The Subscriber acknowledges that the exemption provided by Rule 144 under the Securities Act provide for
limited sale of unregistered shares but may not be available to the Subscriber at the time he or she may desire to
sell the shares. No representations have been made to the Subscriber that any part of the shares will be saleable
Pursuant to Rule 144 at any particular time.

5. The Subscriber has had an opportunity to ask questions of and receive answers from the Company regarding
the Company, its business and prospects and the terms and conditions of the sale of the Shares. It believes it has
received all the information it considers necessary or appropriate for deciding whether to acquire the Shares.

6. The Shares represent a speculative investment involving a high degree of risk loss of the purchase price. The
Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Shares and of making an informed investment decision. The
Subscriber is able to bear the economic risk of the investment in the Share, to hold the Shares an indefinite period
of time, and to afford a complete loss of the purchase price.


                                    FIIH Investment Representation Letter
7. The Shares will be represented by a certificate bearing a prominent legend setting forth the restricted nature of
the Shares as deemed appropriate by the Company's counsel.

8. The Subscriber will not sell, transfer, pledge or otherwise dispose of or encumber any of the Shares it receives
unless and until (i) such shares are subsequently registered under the Securities Act and each applicable state
securities law; or (ii) (1) an exemption from such registration is available thereunder, and (2) the undersigned has
notified the Company of the proposed transfer and have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such transfer will not require registration of such shares under the
Act. The undersigned understands that the Company is not obligated, and does not intend, to register any such
shares under the Act or any state securities laws.

ACCEPTED BY

                Mirador Consulting, Inc.                             FIIC Holdings, Inc.

           By: /s/ Brian S. John          4/6/06                By: /s/ James W. France   4/6/06
               ----------------------------------                   -----------------------------
               Brian S. John, President    DATE                     James W. France, CEO   DATE




                                   FIIH Investment Representation Letter
Mirador [LOGO] Consulting

                             ADDENDUM TO CONSULTING AGREEMENT

This Addendum ("Addendum") to the Consulting Agreement dated March 19, 2006 (the "Agreement") between
Mirador Consulting, Inc. ("Mirador") and FIIC Holdings, Inc. ("FIIH") is made this 27th day of October 2006
by and between Mirador and FIIH.

                                                     Recitals:

WHEREAS, pursuant to the Agreement, Mirador has previously agreed to provide consulting services to FIIH;

WHEREAS, at the time the Agreement was entered into, Mirador and FIIH shared certain assumptions
regarding the Term of Agreement ("Term") necessary to accomplish the goals of the
Agreement;

WHEREAS, the parties desire to amend and supplement the Agreement to set forth certain binding commitments
relating to the forgoing premises;

NOW THEREFORE, in consideration of the premises and of the mutual representations, warranties, covenants
and agreements set forth in this Addendum, Mirador and FIIH hereby agree as follows:

1) The agreement shall remain in effect from the date hereof through March 19, 2006 (the "Term"), and thereafter
may be renewed upon the mutual consent of the parties.

2) The Consultant shall purchase and the Company shall deliver to the Consultant shares of the Company's
restricted common stock (OTCBB: FIIH) as follows;

3) Upon execution of the Addendum, the Consultant shall purchase and the Company will issue to the Consultant
150,000 shares of the Company's restricted common stock (OTCBB: FIIH) for a total purchase price of one
hundred fifty dollars ($150.00) (the "Restricted Stock") as per the Investment Representation Letter
(incorporated by reference into the Agreement and attached as Addendum B); The shares are to be issued
pursuant to the original consulting agreement.

4) Upon issuance of 150,000 FIIH shares to Mirador, FIIH's obligations to Mirador under the Compensation
paragraph of the original Agreement shall be considered settled in full.

5) Except as specifically amended by this Addendum, the Agreement shall remain in full force and effect.

6) This Addendum may be executed simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.


               Addendum To Consulting Agreement for FIIC Holdings, Inc. October 2006
Mirador [LOGO] Consulting

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

FIIC Holdings, Inc. Mirador Consulting, Inc.

By:_______________________ By:____________________________ James W. France, CEO Brian S.
John, President


Addendum To Consulting Agreement for FIIC Holdings, Inc. October 2006
                                               Exhibit 21.1

                                   Subsidiaries of FIIC Holdings, Inc.

FIIC, Inc. Delaware

Federated Group Agency, Inc., a wholly owned subsidiary of FIIC, Inc. Ohio
                                                      Exhibit 31.1

                                                  CERTIFICATION

I, James W. France, certify that:

1. I have reviewed this report on Form 10-KSB of FIIC Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

                                              /s/ James W. France
                                              -------------------
                                              James W. France
                                              Chief Executive Officer
                                              May 17, 2007
                                                      Exhibit 31.2

                                                  CERTIFICATION

I, Wade Estep, certify that:

1. I have reviewed this report on Form 10-KSB of FIIC Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

                                              /s/ Wade L. Estep
                                              -----------------
                                              Wade L. Estep
                                              Chief Financial Officer
                                              May 17, 2007
                                                    Exhibit 32.1

             CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
             PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of FIIC Holdings, Inc. (the "Company") on Form 10-KSB for the period ending
December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                             /s/ James W. France
                                             James W. France
                                             Chief Executive Officer
                                             May 17, 2007


                                             /s/ Wade L. Estep
                                             Wade L. Estep
                                             Chief Financial Officer
                                             May 17, 2007