Exhibit 2.3


April 4, 2006

JM SciTech, LLC
Ms. Julie Martin, Managing Member
4198 Center Park Drive,
Colorado Springs, CO 80916


Dear Ms. Julie Martin:

This Letter Agreement (this "Agreement") memorializes our mutual agreement
that Reflect Scientific, Inc. ("RSI") will provide limited cash assistance for
future lease payments at the JM SciTech, LLC, doing business as JMST Systems
("JMST") business offices located at 4198 Center Park Drive, Colorado Springs,
Colorado 80916 (the "Property"). The cash assistance will be subject to the
following conditions and limitations:

     1)   As a condition to any of the terms and promises in this Agreement,
          RSI, JMST and Julie Martin shall have fully executed that certain
          Purchase Agreement dated April 4, 2006.
     2)   Julie Martin will have provided RSI with a copy of the lease
          agreement for the Property in advance of RSI signing this
          Agreement.
     3)   The cash assistance will be a maximum of Three Thousand Dollars
          ($3000) per month for a maximum of three (3) consecutive months.
          The three (3) monthly lease periods shall commence with the first
          whole calendar month after the date last signed on this Agreement.
          Therefore, the maximum aggregate payments to Julie Martin by RSI
          shall not exceed Nine Thousand Dollars ($9000).
     4)   RSI will pay the cash assistance directly to Julie Martin at least
          five (5) business days in advance of the monthly rent payment due
          date.
     5)   Julie Martin and JMST shall use their best efforts to identify and
          engage a sub-lessee to assume the lease and lease obligations. If
          said sublease is executed prior to the end of the three month
          period described in Paragraph 3, RSI shall make no further cash
          assistance payments and this Agreement shall terminate. Under this
          Agreement or any separate oral agreement, RSI will not enter into
          any contractual arrangement of any sort with landlord, insurers,
          or utility providers associated with the Property.
     6)   As consideration for the lease payment assistance described
          herein, Julie Martin and JMST shall have relied on RSI's
          commitments and promises herein as inducement to enter into that
          certain Purchase Agreement dated April 4, 2006, and will provide
          RSI and its representatives reasonable access to the Property; and
     8)   Unless terminated under Paragraph 6, above, this Agreement shall
          automatically terminate at the end of the third calendar month
          after the date last signed. Disputes of any nature arising under
          the terms of this Agreement shall be brought only in the
          appropriate courts in Salt Lake City, Utah, and shall be governed
          by Utah law. Further, amendments or changes to this agreement of
          any nature must be in a writing signed by all parties hereto.

Agreed to this day:

REFLECT SCIENTIFIC, INC.            JM SCITECH, LLC

/s/Kim Boyce            4/4/06      /s/Julie Martin                4/4/06

Kim Boyce, President     Date      Julie Martin, Managing Member  Date


                                    /s/Julie Martin                4/4/06

                                    Julie Martin, Individual       Date