Common use of Remuneration Clause in Contracts

Remuneration. 2.1 In consideration for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into issued ___________ shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock Stock, $.01 par value per share (the “Issued StockShares”). The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, which constitute payment in full for Consultant’s agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable, and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company’s shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares. (b) Upon the Company’s transfer to the Consultant of the Shares, the Company shall cause to be issued a certificate representing the Shares. The Company hereby represents and vest warrants to the Consulting that the Shares shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company’s board of directors. (c) Consultant acknowledges that the Shares have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities and Exchange Commission on September 12, 2006, as the same may be amended from time to time. (d) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows: : (i) 500,000 shares on March 31Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, 2009; and any additional information which the Consultant has requested. (ii) 500,000 shares on June 30Consultant’s investment in the Shares is reasonable in relation to the Consultant’s net worth, 2009; which is in excess of ten (iii10) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the Company shall have no obligation risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to transfer such sharesassess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, unless registered and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended and (the “Act”ii) or, a purchaser described in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements Section 25102(f)(2) of the Act. The California Corporate Securities Law of 1968, as amended. (iii) Consultant shall pay all costs incurred by is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOfundraising activities. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for services described in the Services to Agreement the CompanyCompany shall compensate the Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company shall pay agrees to issue and deliver to the Consultant a fee ("Commencement Bonus" payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 300,000 shares of the Company's common stock based on Common Stock ("Common Stock"). This Commencement Bonus shall be issued to the average Consultant immediately following execution of this Agreement and shall, when issued to the Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to maintain its relationship with Consultant. The 300,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 13, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the previous months trading priceShares paid to it hereunder. If, on the expiration All Shares of the TermCommon Stock issued pursuant to this Agreement shall be issued in the name of ▇▇▇▇▇▇▇▇▇ Financial Communications, Inc. The Company agrees that it will include all shares issuable to Consultant hereunder in the Company's next Registration Statement with the SEC on Form S-i and will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. ▇▇▇▇▇▇▇▇▇ Financial Communications, Inc. agrees that it will not sell or transfer during the term of this Agreement any of the 300,000 shares of Company's stock issued to it hereunder. Additionally the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue agrees to pay to the Consultant the sum of $400.00 6,000.00 cash per month due and payable on fourteenth day actually worked or such renegotiated amount for of each month or part thereof during which the Consultant so continues to provide the Serviceson this Agreement. 2.2 The Company shall issue to 4.2 Consultant Two Million acknowledges that the shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall to be issued and vest as follows: pursuant to this agreement (icollectively, the "Shares") 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, as amended (the “Act”) or, in shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction a resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's compensate RC by issuing Company common stock based on the average of the previous months trading price. If, on the expiration of the Termas follows: 5.1 For undertaking this engagement and for other good and valuable consideration, the Company desires that Consultant continue providing the Services and the Consultant agree agrees to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million an initial payment of eight hundred fifteen thousand (815,000) restricted shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock” or “compensation shares”), which ) to be delivered to Consultant within ten (10) business days of the signing of this Agreement. This initial payment shall be issued to the Consultant immediately following execution of this Agreement and vest as follows: (i) 500,000 shares on March 31shall, 2009; (ii) 500,000 shares on June 30when issued and delivered to Consultant, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) be fully paid and non-assessable. The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the rights ability to announce its relationship with Consultant. The 815,000 restricted shares of Common Stock issued as an initial payment, therefore, constitute payment for Consultant’s agreement to consult to the Company and privileges conferred are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to January 12, 2011 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as the initial payment hereunder. Further, if and in the event the Company is acquired in whole or in part hereby may part, during the term of this agreement, it is agreed and understood Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether demanded by operation of law or otherwise), and the Company to return any of the 815,000 restricted shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. 5.2 The compensation shares issued pursuant to this agreement shall be issued in the name of Redwood Consultants, LLC, Tax ID # ▇▇-▇▇▇-▇▇▇▇ or its designees to be provided under separate cover email. 5.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”); Company shall cause to be issued a certificate representing the Common Stock and, if required by applicable law, a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Redwood has been duly authorized by the Company. Company warrants that all Shares and share equivalents issued to Redwood pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesRedwood shall have been duly authorized by the Company’s board of directors. 5.4 Redwood acknowledges that the eight hundred fifteen thousand (815,000) Rule 144 restricted shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the “144 Securities”) have not been registered under the Securities Act of 1933, as amended (and accordingly are “restricted securities” within the “meaning of Rule 144 of the Act”) or. As such, in the 144 Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Act. The Consultant shall pay Company agrees to take any and all costs incurred action(s) necessary to clear the subject securities of restriction upon presentation of any Rule 144(d) application by the Company in such a transactionRedwood or its broker, including including, but not limited to: (1) Authorizing the Company’s transfer agent to remove the restrictive legend on the subject securities; (2) Expediting either the acquisition of a legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose opinion from Company’s counsel authorizing the removal of the Issued Stockrestrictive legend, or any right accepting a third party legal opinion acknowledging same; and (3) Cooperating and communicating with Redwood and its broker in order to use Company’s best efforts to clear the subject securities of restriction as soon as possible after presentation of a Rule 144(d) application by Redwood (or privilege conferred hereby, contrary its broker) to either the provisions of this Agreement, or upon Company and/or the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this AgreementCompany’s transfer agent. Further, the Company shall have the right agrees to buy back the Issued Stock, in whole not unreasonably withhold or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership delay approval of any shares application filed by Redwood under Rule 144(d) of Issued Stock the Act to be imprinted with a legend clear the subject securities of restriction. (a) Redwood and the Company acknowledge and agree that Redwood will suffer irreparable harm and anticipated and actual damages in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDevent that the Company unreasonably withholds or delays any Rule 144(d) application by Redwood to either the Company or the Company’s transfer agent. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOThe Company agrees that money damages could not compensate Redwood for its irreparable harm. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, Redwood and the Company therefore agree that the Company shall have a period of five (5) business days from the date Redwood’s Rule 144(d) application is tendered to either the Company or its transfer agent by either Redwood and/or its broker, to take any and all necessary action to clear the subject securities of restriction, consistent the covenants in Section 5.4 above. The Company and Redwood agree that this five (5) day period is reasonable and consistent with industry standards concerning the handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that Redwood’s ability to clear the subject securities of restriction, by virtue of the Company’s best efforts, cooperation, covenants and representations in this regard is a material part of this Agreement and is a reasonable and material expectation of Redwood in entering into this Agreement. Should events occur that require further expense of time beyond this five (5) day time period, the Company and Redwood shall reasonably agree in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be agreed to unless the Company comports with its “best efforts” obligations, as set out above, and communicates with Redwood bona fide and reasonable attempts at meeting Company’s obligations to clear the subject restricted securities, as described herein. Any written extension herein may cause a legend or legends to be put executed in counterparts by the principals of the Company and Redwood, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any certificates evidencing such shares agreement to make appropriate reference to such restrictionsextend time shall be deemed a complete original. (c) The Issued Stock is Should the Company fail to successfully take any and all actions necessary to clear the subject securities of restriction within the five (5) day time period after Redwood or its broker’s presentation of a Rule 144(d) application, or seek to all restrictions extend time as provided for above in this Agreement. By acceptance sub-section (b), and in light of the Issued Stockirreparable harm that Redwood will suffer in the event of any intentional and/or unintentional delay in Redwood’s Rule 144(d) application, the Consultant Company herein irrevocably consents and agrees that Redwood shall be entitled to injunctive relief in order to immediately enforce Redwood’s right to removal of the Issued Stock will restrictive legend on the Company’s securities. Company further agrees that Redwood shall be held for entitled to immediately seek the injunctive relief contemplated and described herein in the Superior Court of California, Marin County. Both the Company and Redwood agreed that Redwood’s access to injunctive relief; and the Company’s consent to Redwood’s ability to obtain such injunctive relief shall not otherwise amend, supersede or modify the parties’ agreement to submit any other disputes to mediation and arbitration as provided herein. 5.5 In connection with the acquisition of Securities hereunder, Redwood represents and warrants to the Company, to the best of its/his knowledge, as follows: (a) Redwood acknowledges that Redwood has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Securities, and will not be held with a view any additional information which Redwood has requested. (b) Redwood’s investment in restricted securities is reasonable in relation to their distributionRedwood’s net worth, which is in excess of ten (10) times Redwood’s cost basis in the Shares. Redwood has had experience in investments in restricted and publicly traded securities, and Redwood has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Redwood acknowledges that an investment in the Securities is speculative and involves the risk of loss. Redwood has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Redwood can afford the risk of loss of his entire investment in the Securities. Redwood is (i) an accredited investor, as that term is used defined in Regulation D promulgated under the ActSecurities Act of 1933, unless and (ii) a purchaser described in Section 25102 (f) (2) of the opinion California Corporate Securities Law of counsel to 1968, as amended. (c) Redwood is acquiring the CompanySecurities for Redwood’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. 5.6 Additionally, such distribution is in compliance with or exempt from for a period of two years after the registration and prospectus requirements of that Act. As a condition of this Agreementeffective date hereof, should the Company may require make any public offering of its securities pursuant to an effective registration statement under the Consultant Securities Acts of 1933 or 1934, as amended, Redwood shall be entitled, and the Company agrees, to confirm include in such registration, pari passu with the Piggyback Registration Rights” available to founding management; any factual matters reasonably requested or all of the common stock or common stock equivalents issued to Redwood by counsel for the CompanyCompany as consideration hereunder [commonly referred to as “Piggyback Registration Rights”]. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYSuch piggyback registration rights include, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTat Redwood’s option, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTregistration on Form S-1. 2.3 5.7 In addition to the Fees payable to Consultant pursuant to Section 2 hereofabove, in the event that the Company shall requests that Redwood introduce Company to an investment banker or other person or entity that is lawfully engaged in the business of assisting public and private companies with raising debt and/or equity capital (a “financing”); Redwood agrees to use its best efforts to make such introductions. Both the Company and Redwood agree that any and all transactions and discussions and negotiations relating thereto will be the exclusive and sole responsibility of Company. Company and Redwood agree that Redwood has informed Company that Redwood is not a FINRA member firm. In the event that Company obtains debt or equity financing as a result of Redwood’s introduction, Company agrees to pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance Redwood a Finder’s Fee equal to three percent (3%) of the Servicestotal amount raised on behalf of the company. This Finder’s Fee shall be payable in cash, provided that directly to Redwood, by the Consultant obtains financing source at the Company’s prior written authorization being incurring any Out-of-Pocket-Expensestime of the Closing on the financing.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration , the Company agrees to issue a "Commencement Bonus" payable in the Consultant a fee (the “Fee”) form of $400.00 per day that the Consultant actually renders the Services490,000 unregistered, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into restricted shares of the Company's common stock based on (the average "Common Stock") as that term is defined in the Securities Act of the previous months trading price1933, as amended. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant promptly following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the sum Company derives substantial benefit from the execution of $400.00 per day actually worked this Agreement and the ability to announce its relationship with Consultant. The 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to represent the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to January 2, 1998 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or such renegotiated amount for each month or part thereof during which demanded by the Company to return any of the shares of Common Stock. All shares of Common Stock issued pursuant to this Agreement shall be evidenced by a stock certificate(s) in the name of Liviakis Financial Communications, Inc. Consultant so continues shall have demand registration rights at the end of this Agreement to provide require the ServicesCompany to register the 490,000 shares issued to it under this Agreement with the same timing as that committed to participants in the Reg D/506 private placement initiated by the Company in December, 1996. All registration costs shall be borne solely by the Company. 2.2 The Company shall issue to 4.2 Consultant Two Million shares (2,000,000) of acknowledges that the Company’s Common Stock issuable pursuant to this Agreement (“Issued Stock”), which shall be issued and vest as follows: (ithe "Shares") 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Act. 4.3 In connection with the Act. The acquisition of Shares hereunder, the Consultant shall pay all costs incurred by represents and warrants to the Company in such a transaction, including but not limited as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose other representatives of the Issued StockCompany concerning an investment in the Shares, or and any right or privilege conferred hereby, contrary to additional information which the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments which involve the Company may deem advisable under the rules, regulations, and other requirements risk of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreementloss of investment. By acceptance of the Issued Stock, the Consultant agrees acknowledges that the Issued Stock will be held for an investment and will not be held with a view to their distribution, as that term is used in the Act, unless in Shares is speculative and involves the opinion risk of counsel loss. Consultant has the requisite knowledge to assess the Company, such distribution is in compliance with or exempt from the registration relative merits and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-risks of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus" payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 1,980,000 shares of the Company's common stock based on Common Stock ("Common Stock"). The Company will issue and sell to Consultant and Consultant will purchase from Company the average of the previous months trading price1,980,000 shares ("Common Stock") at $0.01 per share. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 1,980,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to January 30, 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. The shares of Common Stock issued pursuant to this Agreement shall issue to be issued in the name of Liviakis Financial Communications, Inc. 4.2 For performance under this agreement on a month-to-month basis, a Consultant Two Million Fee, payable in the form of 3,000 shares (2,000,000) per month of the Company’s 's Common Stock (“Issued Stock”), which . This Consultancy Fee shall be issued to the Consultant on a monthly basis, the first month pro-rated according to the number of days remaining in that month, and vest as follows: paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be paid monthly for the duration of this Consulting Agreement 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (i) 500,000 collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares on March 31are validly issued, 2009; (ii) 500,000 shares on June 30fully paid and non-assessable and that the transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares transferred to Consultant pursuant to this Agreement shall have been validly issued, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009fully paid and non-assessable and that the transfer of them to Consultant shall have been duly authorized by the Company's board of directors. 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (acollectively, the "Shares") The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Act. 4.5 In connection with the Act. The acquisition of Shares hereunder, the Consultant shall pay all costs incurred by represent and warrant to the Company in such a transaction, including but not limited as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose other representatives of the Issued StockCompany concerning an investment in the Shares, or and any right or privilege conferred hereby, contrary to additional information which the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 5.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued StockConsultant a "Commencement Bonus" payable in the form of 120,000 unregistered, restricted shares of the Company's Common Stock subject to registration on a "piggy-back" basis, which represents less than 5% of the issued and outstanding shares of common stock in the Company). The term "piggy-back" registration shall mean, in the event the Company files a registration statement, other than a registration on Form S-8, then in that event the Company agrees to notify Consultant of such registration, and upon request, register the Shares at the expense of the Company. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this Agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares of Common Stock. 5.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"). Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, for the Company may require stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant to confirm any factual matters reasonably requested has duly authorized by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance, and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid $10,000 per month paid in cash or converted into S-8 registered shares of the Company's common stock Common Stock. $.01 par value per share (the "Shares") with issue price based on the average of the previous months trading pricelast 5 day weighted average. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million issued shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall would have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, as amended (constitute payment in full for Consultant's agreement to provide the “Act”) orConsulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. The Shares are not a prepayment for future services. If and in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by event the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of is acquired during the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights it is agreed and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distributionreturn any of the Shares, as it is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant to confirm any factual matters reasonably shall retain and will not be requested by counsel for the Company to return any of the Shares. (b) Upon the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition 's transfer to the Fees payable to Consultant pursuant to Section 2 hereofof the Shares, the Company shall pay directlycause to be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, or reimburse fully paid and non­-assessable and that the issuance and any transfer of the shares to Consultant for, its reasonable Out-of-Pocket Expenses incurred in shall have been duly authorized by the Company's board of directors. (c) In connection with the performance acquisition of Shares hereunder, the ServicesConsultant represents and warrants to the Company, provided to the best of his, her or its knowledge, as follows: (i) Consultant acknowledges that the Consultant obtains has been afforded the Company’s prior written authorization being incurring opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any Outadditional information which the Consultant has requested. (ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933 and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-of-Pocket-Expensesterm investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

Remuneration. 2.1 In consideration 4.1 For entering into this Agreement to provide services after the Commencement Date, and for the Services to the Companyother good and valuable consideration, the Company shall agrees to pay to the Consultant a fee (“Commencement Bonus” in the “Fee”) form the form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 250,000 restricted shares of the Company's common stock based on (hereinafter the average "Restricted Shares"). The Restricted Shares shall be issued to Consultant within 15 days of the previous months trading priceCommencement Date. IfThe Company understands and agrees that Consultant has foregone significant opportunities to enter into this Agreement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its engagement of Consultant. Therefore, on the expiration payment of the Term, Commencement Bonus after the Commencement Date is a non-refundable payment for future services. Consultant acknowledges that Consultant will not be entitled to any remuneration unless and until there is a Commencement Date. 4.2 The Company warrants that the Restricted Shares issuable to Consultant under this Agreement by the Company desires shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer to Consultant. 4.3 The Company has the right to terminate this Agreement at any time during the Term of this Agreement, upon providing Consultant thirty (30) days written notice of Company’s intention to terminate. If the Company decides to terminate this Agreement for any reason whatsoever, it is agreed and understood that Consultant continue providing will not return any portion of the Services Restricted Shares issuable to Consultant. Further, if and in the Consultant agree to do so, event the Company shallis acquired during the term of this Agreement, unless it is agreed and understood that Consultant will not be requested or demanded by the parties agree otherwiseCompany to return any of the Restricted Shares payable to him hereunder. 4.4 Consultant agrees that during the Term he will not sell or transfer any of the Restricted Shares issued to him by the Company hereunder, continue to pay except to the Consultant Company; nor will he pledge or assign such Shares as collateral or as security for the sum performance of $400.00 per day actually worked any obligation, or such renegotiated amount for each month or part thereof during which any other purpose, without the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) prior written consent of the Company’s Common Stock (“Issued Stock”), which shall . 4.5 Consultant acknowledges that the Restricted Shares to be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may pursuant to this Agreement have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, the Restricted Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company and its counsel that such resale or transfer is exempt from the registration requirements of that Securities Act. The Company agrees that in the event Consultant wishes to effect a transfer in compliance with Rule 144, Consultant will provide a Rule 144 opinion of counsel to the CompanyCompany to Consultant within 5 business days of Consultant’s request of such opinion, provided that Consultant provides such transaction is information and additional documentation as may reasonably be requested by Company and its counsel to confirm that such transfer will be made in compliance with or exempt from the registration Rule 144 and prospectus requirements of the Actany applicable state securities laws. The Company agrees to bear all costs and expenses associated with any such Rule 144 legal opinions and any related transfer agents’ fees. Consultant shall pay otherwise be responsible for all costs incurred other costs, expenses and compliance requirements under federal and state securities laws, including any other opinions of counsel reasonably required by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose its transfer agent. 4.6 In connection with the acquisition of the Issued StockRestricted Shares, Consultant represents and warrants to Company as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or any right or privilege conferred hereby, contrary to the provisions other representatives of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have concerning an investment in the right to buy back the Issued StockRestricted Shares, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of and any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOadditional information that Consultant has requested. (b) The certificate may also bear additional inscriptions that Consultant has had an opportunity to review or has had access to the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements E▇▇▇▇ Website of the US Securities and Exchange Commission (the “Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and ”) to the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsfilings made with the Commission available at the E▇▇▇▇ website. (c) The Issued Stock Consultant’s investment in restricted securities is subject reasonable in relation to all restrictions Consultant’s net worth, which is in excess of ten (10) times Consultant’s cost basis in the Restricted Shares. Consultant has experience in investments in restricted and publicly traded securities, and Consultant has experience in investments in speculative securities and other investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Restricted Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this Agreementinvestment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Restricted Shares. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionis an accredited investor, as that term is used defined in Regulation D promulgated under the Securities Act, unless and has provided a form of questionnaire regarding such status annexed hereto as Exhibit A. (d) Consultant is acquiring the Restricted Shares for Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition (e) Consultant is not subject to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance any of the Services, provided that "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-ExpensesSecurities Act (a "Disqualification Event").

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, theCompany shall compensate Consultant as follows: a) For undertaking tills engagement and for other good and valuable consideration, the Company shall pay agrees to issue and deliver to the Consultant a fee "Commencement Bonus" payable in the form of five hundred thousand (the “Fee”500,000) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading priceCommon Stock ("Common Stock" or "Shares"). If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum in1mediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and nonassessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult with the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to end date for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the Company to return any of the Company’s shares of Common Stock (“Issued Stock”)paid to it as Commencement Bonus hereunder. Further, which shall be issued if and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and in the rights and privileges conferred event the Company is acquired in whole or in part hereby may part, during the term of this Agreement, it is agreed and understood Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether demanded by operation of law or otherwise), and the Company to return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares. b) With each transfer of shares of Common Stock to be issued pursuant to thisAgreement, Company shall cause to be issued a certificate representing the CommonStock. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such shares, unless Consultant shall have been duly authorized by the Company's board of directors. c) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “"Act”") orand accordingly are "restricted securities" within the meaning of Rule 144 of the Act. Consultant represents that it is acquiring these Shares for investment and not with a view to any sales, in transfer or other distribution. Consultant understands that the opinion Shares have not been registered under the Act and, therefore, cannot be resold unless they are registered under the Act or unless an exemption is available Consultant understands that the resale of counsel these Shares is restricted within the meaning of the Act and that the certificate representing the Shares will contain an appropriate legend to such effect. d) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its knowledge, as follows: i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the ActCompany concerning an investment in the Shares, and any additional information which the Consultant has requested. ii) Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the l1.skof loss of investment. The Consultant shall pay all costs incurred acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of its entire investment in the Shares. e) In the course of performance of Consultant's duties, Consultant may receive information, which is considered material inside information within the meaning and intent of the United States federal securities law, rules and regulations. Consultant will not disclose this information to others, except as expressly authorized by the Company and will not use this information directly or indirectly for the benefit of Consultant or as a basis for advice to any other party concerning any decision to buy, sell, or otherwise deal in such a transaction, including but not limited to legal fees and coststhe Company's securities or those of any of its affiliated companies. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, Section 4(e) shall survive the termination or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition expiration of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee "Commencement Bonus" of XXX shares of the Company's Common Stock ("Common Stock" and such shares, collectively, the “Fee”"Shares"). This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of execution of this Agreement. (b) of $400.00 per day Consultant agrees that the Consultant actually renders Company may, in its sole discretion, cause one or more shareholders of the Services, Company to deliver any of or all of the Shares to be paid monthly issued and delivered to Consultant hereunder. (c) Company agrees to pay Consultant the sum of XXX per month due and payable on the first day of each month during the Term term that this agreement is in force. 4.2 The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant's agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to June 26th, 2007, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder except as defined in paragraph 11 of this agreement. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder except as defined in paragraph 11 of this agreement. The Fee shall Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be paid forfeited. 4.3 Notwithstanding anything else in cash or converted into shares this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Terminternal accounting practices, the Company desires that Consultant continue providing may desire to allocate all or a portion of the Services and Commencement Bonus to any number of the services provided by the Consultant agree to do so, the Company shallunder this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.4 The Company or its assigns agrees that it will include all Shares issued or to be issued to Consultant hereunder in the next registration statement filed by the Company with the SEC on Forms ▇▇-▇, ▇-▇ or other appropriate form relating to the resale of restricted shares unless the parties agree otherwisecompany is contractually restricted from doing so. The Company agrees to file such a registration statement no later than October 30, continue 2006. Consultant agrees that it will not sell or transfer any of the Shares issued to pay it hereunder prior to the Consultant earlier of June 26th, 2007 or the sum termination of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which this Agreement by the Consultant so continues to provide the ServicesCompany. 2.2 The 4.5 Company shall issue warrants that the Shares issued to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether under this Agreement by operation of law or otherwise), and the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company's board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.6 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") orand accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy Shares issued to it hereunder, except to the Company; nor will it pledge or executionassign such Shares as collateral or as security for the performance of any obligation, attachment or similar process on for any other purpose. 4.7 In connection with the Issued Stock acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or the rights and privileges conferred under this Agreement, other representatives of the Company shall have concerning an investment in the right to buy back Shares, and any additional information that the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate Medallion Media, LLC as follows: 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue to the Consultant a fee (the “Fee”) "Commencement Bonus" consisting of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 200,000 shares of the Company's common stock based on fully paid and non-assessable and that the average issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Securities issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance. Any transfer of them to Consultant shall have been duly authorized by the Company's board of directors. The said securities are to be delivered to Consultant within ten (10) business days of the previous months trading pricesigning of this Agreement. If, on the expiration of the Term, Consultant shall have "piggy back" rights to any registration statement the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay files. This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to Consultant Two Million shares (2,000,000) accept this engagement and that the Company derives substantial benefit from the execution of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock this Agreement and the rights ability to announce its relationship with Consultant. The Commencement Bonus constitutes payment for Consultant's agreement to consult to the Company and privileges conferred in whole or in part hereby may is a nonrefundable, non-apportionable, and non-ratable retainer. If the Company decides to terminate this Agreement prior to April 1, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred demanded by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon return any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued StockCommencement Bonus paid to it hereunder. Further, or any right or privilege conferred hereby, contrary to if and in the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, event the Company shall have the right to buy back the Issued Stock, is acquired in whole or in part, during the term of this agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Commencement Bonus paid to it hereunder. It is further agreed that if at a purchase price any time during the term of $0.001 per share. Each certificate this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other documentation evidencing change occurs in the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, requested by the Company may require the Consultant to confirm return any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-ExpensesCommencement Bonus.

Remuneration. 2.1 In consideration As full and complete compensation for services described in this Agreement, the Services Company shall compensate EraStar by paying twenty five thousand US dollars ($25,000) a month, within ten (l0) business days from the signing of this agreement, for twelve (12) months ending in October, 2015 for a total of three hundred thou sand dollars ($300,000) as well as issuing Company common stock as follows: 5.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue to EraStar an initial payment of four hundred thou sand (400,000) restricted shares, of the Company's Common Stock (the "Shares") to be delivered to EraStar within ten (I0) business days of the signing of this Agreement. This initial payment shall be issued to the EraStar immediately following execution of this Agreement and shall, when issued and delivered to EraStar, be fully paid and non-assessable. The Company understands and agrees that EraStar has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with EraStar. The Shares constitute payment for EraStar's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to the first anniversary of the effective date of this Agreement for any reason whatsoever, it is agreed and understood that EraStar will not be requested or demanded by the Company to return an y of the Shares. Further, if and in the event the Company is acquired in whole or in part, during the term of this agreement, it is agreed and understood EraStar will not be requested or demanded by the Company to return the Shares. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the EraStar shall retain and will not be requested by the Company to return any of the Shares; provided however, that the Shares may be converted into securities of the successor entity. 5.2 The Company shall pay grant and deliver to the Consultant a fee EraStar warrants to purchase an aggregate of 900,000 shares of common stock (the “Fee”"Warrants") of $400.00 per day that the Consultant actually renders the Services, to as addition al consideration for EraStar's services. The Warrants shall be paid monthly issued on the first effective date of each month during this Agreement and shall be fully earned and non­assessable as of the Term effective date of this Agreement. The Fee Warrants shall be paid exercisable for a term of five (5) years from the date of issue. The exercise price of the warrants shall be as follows: i. 300,000 Warrants, exercisable immediately through October 27, 2019 at fifty cents ($0.50) per share (the "$0.50 Warrants") ii. 300,000 Warrants, exercisable immediately through October 27, 2019 at one dollar ($1.00) per share (the "$1.00 Warrants") iii. 300,000 Warrants, exercisable immediately through October 27, 2019 at two dollars ($2.00) per share (the "$2.00 Warrants") 5.3 The Shares and Warrants issued pursuant to this agreement shall be issued in cash the name of EraStar, Inc., Tax ID # ▇▇-▇▇▇▇▇▇▇ or converted into its designees to be provided under separate cover email. 5.4 With each transfer of the Shares and shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares" and, together with the Shares and the Warrants, the "Securities") the Company shall cause to be issued a certificate representing such shares and, if required by applicable law and legally permissible, a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to EraStar has been duly authorized by the Company. Company warrants that all Securities issued to EraStar pursuant to this Agreement shall have been or shall be validly issued, fully paid and non-assessable and that the issuance and any transfer of them to EraStar has been duly authorized by the Company's common stock based on the average board of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Servicesdirectors. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of 5.5 EraStar acknowledges that the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may Securities have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (the “"Securities Act”) or"), in and accordingly are "restricted securities" within the meaning of Rule 144 of the Securities Act. As such, the Securities may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirement s of that Securities Act. The Company agrees to take any and all action(s) reasonable and legally permissible to clear the subject securities of restriction upon presentation of any Rule 144(d) application by EraStar or its broker, including, but not limited to: (1) Authorizing the Company’s transfer agent to remove the restrictive legend on the subject securities; (2) Expediting either the acquisition of a legal opinion from Company's counsel authorizing the rem oval of the restrictive legend, or accepting a third party legal opinion acknowledging same; and (3) Cooperating and communicating with EraStar and its broker in order to use Company's best efforts to clear the subject securities of restriction as soon as possible after presentation of a Rule 144(d) application by EraStar (or its broker) to either the Company and/or the Company's transfer agent. Further, the Company agrees to not unreasonably withhold or delay approval of any application filed by EraStar under Rule 144(d) of the Act to clear the subject securities of restriction. ● EraStar and the Company acknowledge and agree that EraStar will suffer irreparable harm and anticipated and actual damages in the event that the Company unreasonably withholds or delays any Rule 144(d) application by EraStar to either the Company or the Company's transfer agent. The Company agrees that money damages could not compensate EraStar for its irreparable harm. ● EraStar and the Company therefore agree that the Company shall have a period of ten (10) business days from the date EraStar's Rule 144(d) application is tendered to either the Company or its transfer agent by either EraStar and/or its broker, to take any and all necessary action to clear the subject securities of restriction, consistent the covenants in Section above. The Company and EraStar agree that this ten (10) day period is reasonable and consistent with industry standards concerning the handling and processing of restricted securities under Rule 144 by publicly traded companies. The Company also acknowledges that EraStar's ability to clear the subject securities of restriction, by virtue of the Company's best efforts, cooperation, covenants and representations in this regard is a material part of this Agreement and is a reason able and material expectation of EraStar in entering into this Agreement. Should events occur that require further expense of time beyond this ten (l0) day time period, the Company and EraStar shall reasonably agree in a writing signed by each to an extension for a specific amount of time. In no event shall an extension be agreed to unless the Company comports with its "best efforts" obligations, as set out above, and communicates with EraStar bona fide and reasonable attempts at meeting Company's obligations to clear the subject restricted securities, as described herein. Any written extension herein may be executed in counterparts by the principals of the Company and EraStar, and facsimile signatures may be tendered in lieu of originals. It is agreed that the separate signature of each principal on any agreement to extend time shall be deemed a complete original. ● Should the Company fail to successfully take any and all reasonable and legally permissible actions necessary to clear the subject securities of restriction within the ten (10) day time period after EraStar or its broker's presentation of a Rule 144(d) application , or seek to extend time as provided and in light of the irreparable harm that EraStar will suffer i n the event of any intentional and/or unintentional delay i n EraStar's Rule 144(d) application , Company herein irrevocably consents and agrees that EraStar shall be entitled to injunctive relief in order to immediately enforce EraStar's right to removal of the restrictive legend on the Company's securities. Company further agrees that EraStar shall be entitled to immediately seek the injunctive relief contemplated and described herein in the Superior Court of Nevada, ▇▇▇▇▇▇ County. Both the Company and EraStar agreed that EraStar's access to injunctive relief; and the Company' s consent to EraStar's ability to obtain such injunctive relief shall not otherwise amend, supersede or modify the parties' agreement to submit any other disputes to mediation and arbitration as provided herein. 5.6 In connection with the acquisition of Securities hereunder, EraStar represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: ● EraStar acknowledges that EraStar has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Consultant shall pay all costs incurred by Company concerning an investment i n the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listedSecurities, and any applicable federal or state additional information which EraStar has requested. ● EraStar's investment in restricted securities lawis reasonable in relation to EraStar's net worth, which is i n excess of ten (10) times EraStar’s cost basis in the Shares. EraStar has had experience in investments in restricted and publicly traded securities, and EraStar has had experience in investments in speculative securities and other investments which involve the Company may cause a legend or legends risk of loss of investment. EraStar acknowledges that an investment in the Securities i s speculative and involves the risk of loss. EraStar has the requisite knowledge to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and EraStar can afford the risk of loss of his entire investment in the Securities. EraStar is (ci) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionan accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii) a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. ● EraStar is acquiring the Securities for EraStar's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. ● EraStar is aware that information furnished by the Company pursuant to the terms of this Agreement may contain material, non-public information regarding the Company and that the United States securities laws prohibit any Person who has such material, non ­ public information from purchasing or selling securities of the Company on the basis of such information or from communicating such information to any Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities on the basis of such information. The term "Person," as used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant will be broadly interpreted to confirm include any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYindividual and any corporation, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTpartnership, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCKentity, THE COMMON STOCKgroup, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTtribunal or governmental authority. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration For undertaking this engagement and for the Services to the Companyother good and valuable consideration, the Company shall pay agrees to issue to the Consultant a fee (the “Fee”) "Commencement Bonus" of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 150,000 shares of the Company's common stock based on the average Common Stock ("Common Stock") to be delivered to Consultant within ten (10) business days of the previous months trading pricesigning of this Agreement. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Shares shall be registered Under S-8. The Shares shall be transferable, with Hyperion, at Hyperion's discretion. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to Consultant Two Million accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 150,000 shares (2,000,000) of the Company’s Common Stock (“Issued Stock”)issued as a Commencement Bonus, which shall be issued therefore, constitute payment for Consultant's agreement to consult to the Company and vest as follows: (i) 500,000 are a nonrefundable, non-apportionable, and non-ratable retainer; such shares on March 31of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to November 23, 2009; (ii) 500,000 shares on June 302001 for any reason whatsoever, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock it is agreed and the rights and privileges conferred in whole or in part hereby may understood that Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred demanded by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon return any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stockshares of Common Stock paid to it as Commencement Bonus hereunder. Further, or any right or privilege conferred hereby, contrary to if and in the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, event the Company shall have the right to buy back the Issued Stock, is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the common shares of Issued Stock Common stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the 150,000 shares. For performance under this agreement on a view to their distributionmonth-to-month basis, as that term is used a Consultancy Fee, payable in the Act, unless form of $3,000 or 4,000 shares per month of the Company's Common Stock at the company's option. Should the company opt to pay the monthly fee in stock the opinion of counsel Consultant shall have "piggy-back" registration rights with respect to such stock. This Consultancy Fee shall be issued to the CompanyConsultant on a monthly basis, such distribution is the first month pro-rated according to the number of days remaining in compliance with or exempt from the registration that month, and prospectus requirements of that Act. As a condition paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be paid monthly for the duration of this Consulting Agreement. The Commencement Bonus shares issued pursuant to this agreement shall be issued in the name of Hyperion Holdings, LLC. With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company may require shall cause to be issued a certificate representing the Consultant to confirm any factual matters reasonably requested by counsel for the CompanyCommon Stock. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Guardian with a “Commencement Bonus” and monthly compensation as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to Guardian “Commencement Bonus” payable in the Issued form of eight hundred thousand (800,000) shares of the Company’s Restricted Common Stock, which represents less than __2.0___% of the issued and outstanding shares of common stock in the Company and will be fully paid and non-assessable. The eight hundred thousand (800,000) shares shall be issued to Guardian immediately following execution of this Agreement and shall, when issued and delivered to Guardian, be fully paid and non-assessable. The shares of common stock issued as a Commencement Bonus, therefore, constitute payment for Guardian’s Agreement to consult and perform agreed upon services to the Company and are non-refundable. non-apportionable, irrevocable and non-ratable retainer If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Guardian will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment it is agreed and understood Guardian will not be held with a view requested or demanded by the Company to their distribution, as return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Consultant to confirm any factual matters reasonably Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, Guardian shall retain, and will not be requested by counsel the Company to return, any of the shares of Common Stock. 4.2 With the issuance and/or transfer of eight hundred thousand shares (800,000) shares of Common Stock to be issued for the Commencement Bonus pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and notification signed by the president of the company stating that said shares are validly issued, fully paid, irrevocable and non-assessable and that the issuance and eventual transfer of them to Guardian pursuant to this Agreement shall have been validly issued, fully paid, irrevocable and non-assessable and that the issuance, and any transfer of them to Guardian shall have been duly authorized by the Company’s board of directors. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYGuardian may, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTat their discretion, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTpay the costs associated with a written opinion of counsel related the issuance and transfer of the shares. 2.3 In addition 4.3 The Company shall not cause any instructions to the Fees payable Company’s stock transfer agent to Consultant pursuant to Section 2 hereof“stop transfer”, “revoke”, “hold” or “cancel” the aforementioned eight hundred thousand (800,000) shares of Guardian’s stock. The Company will instruct their stock transfer agent that under SEC Rule 144, as amended, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance will allow removal of the Services144 legend on Guardian’s certificates six months from the date of issuance and such stock will become “free trading” under SEC rule 144, provided that as amended. Currently SEC Rule 144 states a non-affiliate may “free up” the Consultant obtains stock after six months. Guardian may also convert the restricted stock to free trading stock, subject to the company securing SEC registration of the company stock; whichever comes first. If the SEC further amends Rule 144 as to a lengthier holding period; Guardian and the Company will abide by the ruling and Guardian will hold the Company harmless. In the event Guardian transfers any of the Company’s shares of stock prior to the sixth month anniversary of issuance to another entity, provided it is from a non-affiliate to a non-affiliate transfer, the new holder shall pick up the original “tacking date” and at the end of six months from the original issuance to Guardian, the 144 legend will be removed and the shares become “free trading”, subject to the same terms above under SEC Rule 144 as amended and/or the company securing SEC registration of the company stock; whichever comes first. The terms of this Agreement and instructions to the transfer agent shall be binding, and maintain precedent over any prior or subsequent written, oral or any other communications instruction(s) instrument to the transfer agent unless in writing signed by both Guardian and the Company 4.4 For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to Guardian compensation payable in the form of one million (1,000.000) shares of the Company’s Restricted Common Stock, which represents less than __2.0___% of the issued and outstanding shares of common stock in the Company and will be fully paid and non-assessable. Commencing May 2nd, 2011 and every following 2nd day of the month thereafter, the Company will issue two hundred thousand shares (200,000) per month of the Company’s restricted common stock, with last issuance being on September 2nd, 2011. The shares of common stock issued as compensation, therefore, constitute payment for Guardian’s Agreement to consult and perform agreed upon services to the Company and are non-refundable so long as Guardian performs their services to the satisfaction of the company and if so; non-apportionable, irrevocable and non-ratable retainer. Each issuance of two hundred thousand shares of common stock is a prepayment for that month of service. For example; shares issued on May 2nd, 2011 are for services for the month of May 2011. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Guardian will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as compensation hereunder for that specific month, unless Guardian is in default of performing its duties and responsibilities defined herein. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Guardian will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, Guardian shall retain, and will not be requested by the Company to return, any of the shares of Common Stock. 4.5 With each the issuance and/or transfer of two hundred thousand (200,000) shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and notification signed by the president of the company stating that said shares are validly issued, fully paid, and non-assessable and that the issuance and eventual transfer of them to Guardian pursuant to this Agreement shall have been validly issued, fully paid, and non-assessable and that the issuance, and any transfer of them to Guardian shall have been duly authorized by the Company’s board of directors. Guardian may, at their discretion, pay the costs associated with a written authorization being incurring opinion of counsel related the issuance and transfer of the shares. 4.6 In regard to the aforementioned one million (1,000,000) shares of the Company’s restricted stock, thirty (30) days after each monthly issuance of two hundred thousand (200,000) shares of the Company stock to Guardian, those two hundred thousand (200,000) shares shall become fully paid, non-assessable, non-refundable and irrevocable. The Company shall not cause any Outinstructions to the Company’s stock transfer agent to “stop transfer”, “revoke”, “hold” or “cancel” each issuance/transfer of the monthly two hundred thousand (200,000) shares of stock once thirty (30) days has passed from the date of issuance. The Company will instruct their stock transfer agent that under SEC Rule 144, as amended, the Company will allow removal of the 144 legend on Guardian’s certificates six months from the date of issuance and such stock will become “free trading” under SEC rule 144, as amended. Currently SEC Rule 144 states a non-ofaffiliate may “free up” the stock after six months. Guardian may also convert the restricted stock to free trading stock via to the company securing SEC registration of the company stock; which ever comes first. If the SEC further amends Rule 144 as to a lengthier holding period; Guardian and the Company will abide by the ruling and Guardian will hold the Company harmless. In the event Guardian transfers any of the Company’s shares of stock prior to the sixth month anniversary of issuance to another entity, provided it is from a non-Pocketaffiliate to a non-Expenses.affiliate transfer, the new holder shall pick up the original “tacking date” and at the end of six months from the original issuance to Guardian, the 144 legend will be removed and the shares become “free trading”, subject to the same terms above under SEC Rule 144 as amended and/or the company securing SEC registration of the company stock; whichever comes first. The terms of this Agreement and instructions to the transfer agent shall be binding, and maintain precedent over any prior or subsequent written, oral or any other communications instruction(s) instrument to the transfer agent unless in writing signed by both Guardian and the Company

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices in this agreement, the Company company shall pay compensate ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the company agrees to Issue to the Consultant a fee (total 7500,000 shares common stock of Hawk Systems, Inc, as a "Commencement Bonus", with the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 750,000 shares of the Companycompany's common stock based on the average to be delivered to consultant within five (5) days business days of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay 5/21/2010 This commencement bonus shall be issued to the Consultant immediately following the sum execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefits from the execution of this agreement and the ability to announce its relationship with consultant. The 750,000 shares of common stock issued as a Commencement Bonus, therefore, constitute payments for consultant's agreement to consult to the Company and are nonrefundable, non-apportionable, and non-ratable retainer, such shares of common stock are not a prepayment for future services. If the company decides to terminate this Agreement prior to 05-20-2011 for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the company to return any of the Company’s Common Stock (“Issued Stock”), which shall be issued shares of common stock paid to it as Commencement Bonus hereunder. Further if and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and in the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and event the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the 750,000 shares of Issued Stock common stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with a view requested by the Company to their distribution, as that term is used return any of the Commencement Bonus 750,000 shares. 4.2 The Commencement Bonus shares issued pursuant to this agreement shall be issued in the Actnames of A. S. Austin Company TAX ID# 2▇-▇▇▇▇▇▇▇. 4.3 With each transfer of shares of the common stock to be issued pursuant to this agreement ( Collectively, the "shares"), Company shall cause to be issued a certificate representing the common stock and a written Opinion of counsel for the Company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to consultant has been dully authorized by the Company. Company verifies that all shares issued to consultant pursuant to this agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the company's board of directors. 4.4 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement ( Collectively the "shares") have not been registered under the securities Act of 1933, and accordingly are "restricted securities" within the meaning of Rule 144 of the act. As such, the shares may not be resold or transferred unless in the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such distribution resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that the Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee “Commencement Bonus” of 800,000 (Eight Hundred Thousand) shares of the Company’s common stock (“FeeCommon Stock”) ). This “Commencement Bonus” shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and delivered to Consultant within 30 days of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term execution of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the TermAdditionally, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue agrees to pay to the Consultant the sum of $400.00 10,000.00 cash per day actually worked or such renegotiated amount for month due and payable on the 2nd of each month or part thereof during which of this Agreement with the first such payment due on August 2, 2010. (b) The Company agrees that the Consultant so continues may, in its sole discretion, extend this agreement for a second six month term beginning on February 3, 2011 and ending on August 3, 2011 and the Company agrees to provide issue, or have issued to the Services. 2.2 The Company shall issue to Consultant Two Million an additional “Commencement Bonus” of 1,000,000 (One Million) shares (2,000,000) of the Company’s Common Stock common stock (“Issued Common Stock”), which shall ) to be issued and vest as follows: (i) 500,000 shares on March 31delivered to the Consultant within 30 days of the executed agreement extension. Consultant Agrees to notify the Company, 2009; (ii) 500,000 shares on June 30in written or electronic form, 2009; (iii) 500,000 shares on September 30of its intention to extend the agreement prior to August 2, 2009; and2011 and the Company Agrees that, (ii) 500,000 shares on December 31upon this notification, 2009an addendum to this consulting agreement containing the provisions of the agreement extension will be made and ratified by both the Consultant and the Company. (ac) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the rights ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and privileges conferred in whole or in part hereby may is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 2, 2011, for any reason whatsoever, it is agreed and understood that Consultant will not be transferredrequested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus referred to in paragraph 4.1 hereunder. Further, assignedif and in the event the Company is acquired during the term of this Agreement, pledged it is agreed and understood Consultant will not be requested or hypothecated in demanded by the Company to return any way (whether of the shares of Common Stock paid to it hereunder. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 Consultant agrees that it will not sell or transfer any of these Shares issued to it hereunder prior to the earlier of February 2, 2011 or the termination of this Agreement by operation of law or otherwise), and the Company. 4.4 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.5 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Securities Act. Consultant agrees that during the term of this Agreement, that it will not sell or transfer any of the Shares issued to it hereunder, except to the Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.6 In connection with the acquisition of the Shares, Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information that the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall compensate Consultant as follows: (A) For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant 1,500,000 restricted shares of the Company's Common Stock (the “Shares”, and sometimes referred to as the “Commencement Bonus”) with Piggy Back registration rights. Shares are in lieu of a $400,000 payment and are based at $0.2666 pps. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The Shares issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportion able, and non-ratable retainer; such shares of common stock are not a prepayment for future services. (B) Upon the Effective Date, the Company shall issue to Consultant an aggregate 3,000,000 restricted common stock purchase warrants (the “Warrants”), exercisable within the 1 year period following vesting, containing the following vesting dates, cash exercise prices and allocation amounts: Effective Date $0.15 1,000,000 90 Days After Effective Date $0.25 1,000,000 180 Days after Effective Date $0.40 1,000,000 (C) If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it as Commencement Bonus nor any of the Warrants that have vested prior to any such termination. Further, if and in the right to buy back event the Issued Stock, Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares or vested Warrants paid to it hereunder. It is further agreed that if at a purchase price any time during the term of $0.001 per share. Each certificate this agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other documentation evidencing change occurs in the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held requested by the Company to return any of the Shares or vested Warrants. 4.2 The Company hereby covenants with a view to their distributionConsultant that when issued, as that term is used in the ActShares and the Warrants shall be validly issued, unless in fully paid and non-assessable, and fully authorized by the opinion board of counsel to Directors of the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for Consultant’s agreement to perform the Services to the CompanyServices, the Company shall pay compensate the Consultant as follows: a) For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus", payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid 5,000 in cash or converted into and 60,000 shares of the Company's common stock based 144 restricted Common Stock ("Common Stock") and a monthly retainer of $2,500 in cash. The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following the execution of this agreement and shall, when issued to the Consultant, be fully paid and non-assessable. The cash portion of the commencement bonus is due within 30 after the execution of this agreement. The first payment of the monthly retainer of $2,500 is due on October 1, 2011 and the remaining payments are due on the average first of the previous months trading pricemonth for the term the contract is to remain in force. IfThe Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with Consultant. The shares of Common Stock issued as a Commencement Bonus, on therefore, constitute payment for Consultant's agreement to consult with the Company and are a nonrefundable and non-ratable retainer (with the exception of the provisions set forth in Section 14 below). Such Shares are not a prepayment for future services. If the Company attempts to terminate this Agreement prior to the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the TermCompany to return any of the Shares paid to it hereunder. b) Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000"Shares") of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, as amended (the “Act”) or, in shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction a resale or transfer is in compliance with or exempt from the registration and prospectus requirements of Rule 144 of the Act. The Consultant shall pay all costs incurred by agrees to a 12 month lock up provision from the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions effective date of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOagreement. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus" payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 490,000 fully vested and non-forfeitable shares of the Company's common stock based on the average of the previous months trading priceCommon Stock ("Common Stock"). If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to March 28, 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. The shares of Common Stock issued pursuant to this Agreement shall issue be issued in the name of Liviakis Financial Communications, Inc. 4.2 In addition to the 490,000 share Commencement Bonus, for performance under this agreement the Company shall pay a Consultant Two Million Fee, payable in the form of 36,000 shares (2,000,000) per annum of the Company’s 's Common Stock (“Issued Stock”), which . This Consultancy Fee shall be issued and vest as follows: (i) 500,000 shares to the Consultant on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009execution of this Agreement. 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (a) The Issued collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation a written opinion of law or otherwise), and counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares transferred to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company's board of directors. 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the "Shares") have not been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Act. 4.5 In connection with the Act. The acquisition of Shares hereunder, the Consultant shall pay all costs incurred by represent and warrant to the Company in such a transaction, including but not limited as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose other representatives of the Issued StockCompany concerning an investment in the Shares, or and any right or privilege conferred hereby, contrary to additional information which the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments which involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulations, Shares is speculative and other requirements involves the risk of loss. Consultant has the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends requisite knowledge to be put on any certificates evidencing such shares to make appropriate reference to such restrictions.assess the (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee (the “Fee”) "Commencement Bonus" of $400.00 per day that 15,000 (hereinafter, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into "Cash") plus 100,000 shares of the Company's common stock based on Common Stock with piggyback registration rights (hereinafter, the average "Shares"). This Commencement Bonus shall be fully paid and non-assessable and shall be paid and issued to Consultant within 7 days of execution of this Agreement. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the previous months trading price. If, on the expiration Company to deliver any of or all of the TermShares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant's agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to October 31, 2004, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares or Cash paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. 4.3 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company desires that Consultant continue providing may desire to allocate all or a portion of the Services and Commencement Bonus to any number of the services provided by the Consultant agree to do so, the Company shallunder this Agreement consistent with the United States generally accepted accounting practices. Accordingly, unless Consultant agrees to cooperate with the parties agree otherwiseCompany, continue to pay and will provide to the Consultant the sum of $400.00 per day actually worked or Company reasonable support and documentation in connection with any such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Servicesallocation process. 2.2 The 4.4 Company shall issue warrants that the Shares issued to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether under this Agreement by operation of law or otherwise), and the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company's board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such Consultant. 4.5 Consultant acknowledges that neither the Shares, nor their underlying shares, unless have been issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") orand accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Securities Act. 4.6 In connection with the Act. The acquisition of the Shares, Consultant shall pay all costs incurred by represents and warrants to Company, to the best of its knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in such a transactionthe Shares, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of additional information that the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments that involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulationsShares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and other requirements Consultant can afford the risk of loss of his entire investment in the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsShares. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into issued 4,000,000 shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock Stock, $.01 par value per share (the “Issued StockShares”). The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, which constitute payment in full for Consultant’s agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable, and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company’s shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the Shares. (b) Upon the Company’s transfer to the Consultant of the Shares, the Company shall cause to be issued a certificate representing the Shares. The Company hereby represents and vest warrants to the Consulting that the Shares shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company’s board of directors. (c) Consultant acknowledges that the Shares have NOT been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the Securities. (d) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, to the best of his, her or its knowledge, as follows: : (i) 500,000 shares on March 31Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, 2009; and any additional information which the Consultant has requested. (ii) 500,000 shares on June 30Consultant’s investment in the Shares is reasonable in relation to the Consultant’s net worth, 2009; which is in excess of ten (iii10) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the Company shall have no obligation risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to transfer such sharesassess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, unless registered and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended and (the “Act”ii) or, a purchaser described in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements Section 25102(f)(2) of the Act. The California Corporate Securities Law of 1968, as amended. (iii) Consultant shall pay all costs incurred by is acquiring the Shares for the Consultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOfundraising activities. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration 4.1 For undertaking this engagement, for the Services to the Companyprevious services rendered, for performing due diligence, and for other good and valuable consideration, the Company shall agrees to pay to the Consultant a fee (the “Fee”) Commencement Bonus” consisting of an immediate cash payment of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 3,500.00 and One Million Five Hundred Thousand (1,500,000) shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock” and such shares, collectively, the “Shares”), which . This Commencement Bonus shall be fully paid and non-assessable and shall be issued to Consultant by August 15, 2006. The Company understands and vest as follows: (i) 500,000 agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and is a non-refundable, non-apportionable, non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock payable to it hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock payable to it hereunder. 4.2 Up and until 36 months after the termination of this Agreement, the Company also agrees to pay the Consultant on March the 1st day of each 3 month period, commencing October 31, 2009; (ii) 500,000 2006, additional shares on June 30of Common Stock so that the total number of shares paid to the Consultant under this Agreement total 4.99% of the issued and outstanding shares of the Company, 2009; (iii) 500,000 up to a maximum of 75,000,000 issued and outstanding shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and of the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and Company. In case the Company shall have no obligation to transfer such at any time subdivide its outstanding shares of Common Stock into a greater number of shares, unless the 75,000,000 share maximum amount referenced above in this paragraph shall be proportionately increased, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the 75,000,000 share maximum amount referenced above in this paragraph shall be proportionately decreased. 4.3 For performance under this Agreement on a month-to-month basis, Company will pay Consultant a cash fee in the amount of $6,000 per month over the term of this Agreement, the first monthly payment due and payable on August 1, 2006 and each following monthly payment payable in full on the 1st day of the respective month. The Company shall not be obligated to Consultant for any monthly cash fee for any month or part thereof remaining from 30 days after the date of any valid cancellation. 4.4 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company’s internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus to any number of the services provided by the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.5 If at any time after the date of this Agreement the Company proposes to file a registration statement with respect to any class of securities (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor form) under the Securities Act, the Company shall notify Consultant at least twenty (20) days prior to the filing of such registration statement and will offer to include in such registration statement all or any portion of the Shares. In a written notice to be delivered to the Consultant within twenty (20) days after receipt of any such notice from the Company, the Consultant shall state the number of Shares that it wishes to register for resale and distribution publicly under the proposed registration statement. The Company will also use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to include within the coverage of each such registration statement (except as hereinafter provided) the Shares that Consultant has advised Company that Consultant wishes to register pursuant to such registration statement for resale and distribution, to prosecute each such registration statement diligently to effectiveness, and to cause such registration statement to become effective as promptly as practicable . In that regard, the Company makes no representation or warranties as to its ability to have any registration statement declared effective. In the event the Company is advised by the staff of the SEC, or any applicable self-regulatory or state securities agency that the inclusion of the Shares will prevent, preclude or materially delay the effectiveness of a registration statement filed, the Company, in good faith, may amend such registration statement to exclude the Shares without otherwise affecting the Consultant's rights to any other registration statement. 4.6 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to Consultant. 4.7 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, Shares issued to it by the Company shall have hereunder, except to the right Company; nor will it pledge or assign such Shares as collateral or as security for the performance of any obligation, or for any other purpose. 4.8 In connection with the acquisition of the Shares, Consultant represents and warrants to buy back Company, to the Issued Stockbest of its/his knowledge, in whole or in part, at a purchase price as follows: (a) Consultant has been afforded the opportunity to ask questions of $0.001 per share. Each certificate and receive answers from duly authorized officers or other documentation evidencing representatives of the ownership of Company concerning an investment in the Shares, and any shares of Issued Stock to be imprinted with a legend in substantially additional information that the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth, which is in its sole excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate ____________________ as follows: a) For undertaking this engagement and for performance of the services described above for a period of at least ________________________ months, the Company acknowledges that Consultant shall be issued _____________________________________ shares of common stock of the Company, with a par value of $0.001 per share and a current value of $_________ per share. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The shares of Common Stock, therefore, constitute payment for Consultant's agreement to consult to the Consultant Company and are a fee (nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If and in the “Fee”) of $400.00 per day that event the Consultant actually renders the Services, to be paid monthly on the first of each month Company is acquired during the Term term of this Agreementagreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common stock paid to it hereunder. The Fee shall be paid in cash It is further agreed that if at any time during the term of this agreement, the Company or converted into shares substantially all of the Company's common stock based on assets are merged with or acquired by another entity, or some other change occurs in the average legal entity that constitutes the Company that results in a change in control of substantially all of the previous months trading price. IfCompanies shares or assets, on the expiration Consultant shall retain and will not be requested by the Company to return any of the Termshares. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the Company stock issued to Consultant. b) With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company desires shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant continue providing has been duly authorized by the Services Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant agree shall have been duly authorized by the Company's board of directors. e) Consultant acknowledges that the shares of Common Stock to do sobe issued pursuant to this Agreement (collectively, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000"Shares") of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred 1933 under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOform S8. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into issued Rule 144 250,000 shares per quarter of the Company's common stock Common Stock. $.01 par value per share (the "Shares") due on the first day of the quarter with issue price based on the 5 day simple average of the previous months trading price. If, closing price on the expiration date the obligation is due. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the TermShares, it is further agreed that if at any time during the term of this Agreement, the Company desires or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that Consultant continue providing constitutes the Services and Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant agree shall retain and will not be requested by the Company to do soreturn any of the Shares. (b) Upon the Company's transfer to the Consultant of the Shares, the Company shall, unless shall cause to be issued a certificate representing the parties agree otherwise, continue to pay Shares. The Company hereby represents and warrants to the Consultant Consulting that the sum Shares shall have been validly issued, fully paid and non­-assessable and that the issuance and any transfer of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue shares to Consultant Two Million shares (2,000,000) of shall have been duly authorized by the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009's board of directors. (ac) The Issued Stock and Consultant acknowledges that the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall Shares have no obligation to transfer such shares, unless NOT been registered under the Securities Act of 19331933 on a registration statement on Form S-8 filed with the Securities. (d) In connection with the acquisition of Shares hereunder, as amended (the “Act”) or, in the opinion of counsel Consultant represents and warrants to the Company, such transaction is in compliance with to the best of his, her or exempt its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from the registration and prospectus requirements duly authorized officers or other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (bii) The certificate may also bear additional inscriptions that Consultant's investment in the CompanyShares is reasonable in relation to the Consultant's net worth, which is in its sole excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments which involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulationsShares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and other requirements Consultant can afford the risk of loss of his entire investment in the US Securities and Exchange Commission, any stock exchange upon which the Common Stock Shares. Consultant is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (ci) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionan accredited investor, as that term is used defined in Regulation D promulgated under the ActSecurities Act of 1933. and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, unless as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the opinion of counsel to the Company, such distribution is Shares in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, exchange for assisting the Company may require the Consultant to confirm in any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTfundraising activities. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate Consultant as follows: For undertaking this engagement, for previous services rendered, and for other good and valuable consideration, the Company agrees to issue to the Consultant a fee "Commencement Bonus" payable in the form of the following: (the “Fee”1.) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into Two Hundred Forty Thousand (240,000) shares of the Company's common stock based on the average Common Stock ("Common Stock"); and, (2.) an Option to purchase 70,000 shares of the previous months trading priceCompany's Common Stock at $1.00 per share, which carry a term of four years from the date of this Agreement, vest ratably over a six month period from the date issued, and have a "net exercise" provision ("Option"). IfA copy of the Option is attached hereto and referenced as "Exhibit "A". This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Shares and the Option hereunder shall be delivered to Consultant as follows: A total of 150,000 Shares of Common Stock and the Option shall be delivered to Consultant upon the execution of this Agreement. A total of 45,000 Shares shall be issued to Consultant upon Consultant introducing at least 75 investment professionals (such as retail stock brokers, buy side and sell side analysts, portfolio managers, investment newsletter writers, investment bankers, etc.) during the first month of this Agreement. Consultant shall email or fax to Company, on a daily basis, each individual investment professional that it has introduced. Upon the expiration introduction of the Term75th such investment professional, the Company desires that shall deliver the 45,000 Shares to Consultant. A total of 45,000 Shares shall be issued to Consultant continue providing upon Consultant introducing at least 150 individual investment professionals during the Services and first two months of this Agreement. Upon the Consultant agree to do sointroduction of the 150th investment professional, the Company shall, unless shall deliver the parties agree otherwise, continue 45,000 Shares to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 Consultant. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to Consultant Two Million accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 240,000 shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights Option issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and privileges conferred in whole or in part hereby may are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to July 30, 2003 for any reason whatsoever, it is agreed and understood that Consultant will not be transferredrequested or demanded by the Company to return any of the shares of Common Stock or the Option paid to it as Commencement Bonus hereunder, assignedprovided however, pledged or hypothecated in any way (whether by operation of law or otherwise), and the that Company shall have no obligation to transfer such sharesdeliver to Consultant any of the 90,000 Shares not issued or issuable to Consultant which have yet to be earned. Further, unless registered under the Securities Act of 1933, as amended (the “Act”) or, if and in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by event the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, is acquired in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing during the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company may require the Consultant to confirm return any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that issued and delivered 240,000 shares of Common stock or the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-ExpensesOption paid to it hereunder.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in ------------ this Agreement, the Company shall pay compensate LFC and ▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President of LFC (herein referred to as "Consultants") as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant Consultants a fee ("Commencement Bonus" payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 1,875,300 shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued "Common Stock”"), which . This Commencement Bonus shall be issued to the Consultants immediately following execution of this Agreement and vest shall, when issued and delivered to Consultants, be fully paid and non-assessable. The Company understands and agrees that Consultants has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultants. The 1,875,300 shares of Common Stock issued as follows: a Commencement Bonus, therefore, constitute payment for Consultants' agreement to represent the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of Common Stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to March 15, 1999 for any reason whatsoever, it is agreed and understood that Consultants will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. 1,406,475 shares of Common Stock issued pursuant to this Agreement shall be issued in the name of Liviakis Financial Communications, Inc. and 468,825 shares of Common Stock issued pursuant to this Agreement shall be issued in the name of ▇▇▇▇▇▇ ▇. ▇▇▇▇ (i) 500,000 "Prag"). The Company agrees that all shares on March 31issuable to Consultants hereunder shall carry "piggyback registration rights" whereby such shares will be included in the next appropriate registration statement filed by the Company. The Company further agrees that it will file a registration statement in which the Consultants are permitted to participate by December 1, 2009; (ii) 500,000 1998. Consultants agree that neither will sell or transfer during the term of this Agreement any of the 1,875,300 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009Company's stock issued to Consultants hereunder. 4.2 Consultants acknowledge that the shares of Common Stock to be issued pursuant to this Agreement (acollectively, the "Shares") The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Act. The In addition, Consultant agrees that, during the term hereof neither it, nor its officers or affiliates shall pay all costs incurred by directly or indirectly, acquire or dispose of any securities of Company without the Company's written consent. 4.3 In connection with the acquisition of Shares hereunder, the Consultants represent and warrant to the Company in such a transaction, including but not limited as follows: (a) Consultants acknowledge that the Consultants have been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose other representatives of the Issued StockCompany concerning an investment in the Shares, or and any right or privilege conferred hereby, contrary to additional information which the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall Consultants have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOrequested. (b) The certificate may also bear additional inscriptions that Consultants' investment in restricted securities is reasonable in relation to the CompanyConsultants' net worth, which is in its sole excess of ten (10) times the Consultants' cost basis in the Shares. Consultants have had experience in investments in restricted and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulationspublicly traded securities, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions Consultants have had experience in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used investments in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.speculative

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued StockConsultant 5,000,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock (which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 2,500,000 shares up front and the remaining balance to be paid to the Consultant 30 days after. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportion able, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this Agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"). Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, for the Company may require stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant to confirm any factual matters reasonably requested has duly authorized by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance, and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration For undertaking this engagement and for the Services to the Companyother good and valuable consideration, the Company shall pay agrees to issue to the Consultant a fee (the “Fee”) "Commencement Bonus" of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 500,000 shares of the Company's common stock based on the average Common Stock ("Common Stock") to be delivered to Consultant within ten (10) business days of the previous months trading pricesigning of this Agreement. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Shares shall be registered on Form S-8. The Shares shall be transferable, with Hyperion, at Hyperion's discretion. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to Consultant Two Million accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 500,000 shares (2,000,000) of the Company’s Common Stock (“Issued Stock”)issued as a Commencement Bonus, which shall be issued therefore, constitute payment for Consultant's agreement to consult to the Company and vest as follows: (i) 500,000 are a nonrefundable, non-apportionable, and non-ratable retainer; such shares on March 31of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to November 23, 2009; (ii) 500,000 shares on June 302001 for any reason whatsoever, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock it is agreed and the rights and privileges conferred in whole or in part hereby may understood that Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred demanded by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon return any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stockshares of Common Stock paid to it as Commencement Bonus hereunder. Further, or any right or privilege conferred hereby, contrary to if and in the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, event the Company shall have the right to buy back the Issued Stock, is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the common shares of Issued Stock Common stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the 500,000 shares. For performance under this agreement on a view to their distributionmonth-to-month basis, as that term is used a Consultancy Fee, payable in the Act, unless form of $3,000 or 2,000 shares per month of the Company's Common Stock at the company's option. Should the company opt to pay the monthly fee in stock the opinion of counsel Consultant shall have "piggy-back" registration rights with respect to such stock. This Consultancy Fee shall be issued to the CompanyConsultant on a monthly basis, such distribution is the first month pro-rated according to the number of days remaining in compliance with or exempt from the registration that month, and prospectus requirements of that Act. As a condition paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be paid monthly for the duration of this Consulting Agreement. The Commencement Bonus shares issued pursuant to this agreement shall be issued in the name of Hyperion Holdings, LLC. The monthly Consultancy Fee shares, if issued, shall be issued to Hyperion Partners, Inc. With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company may require shall cause to be issued a certificate representing the Consultant to confirm any factual matters reasonably requested by counsel for the CompanyCommon Stock. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration As full and complete compensation for Consultant’s agreement to perform the Services to the CompanyServices, the Company shall pay compensate the Consultant as follows: a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus", payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 35,000 shares of the Company's common stock based on the average 144 restricted Common Stock ("Common Stock") and $0 in cash. The 144 restricted Common Stock portion of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay Commencement Bonus shall be issued to the Consultant immediately following the sum execution of this Agreement and shall, when issued to the Consultant, be fully paid and non-assessable. However, the shares of Common Stock shall vest in approximately equal increments monthly over the term of this Agreement commencing one month from the date of this Agreement, subject to the Agreement remaining in force on each applicable vesting date. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with Consultant. b. The Company will also pay the Consultant a $400.00 3,000 per day actually worked or such renegotiated amount for month retainer which is due on the 15th of each month or part thereof during which with the Consultant so continues first payment being due immediately upon the execution of this agreement. In month four the payment increases to provide $5,000 per month for the Servicesremainder of the contract. 2.2 c. All shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Consultant. The Company shall issue agrees that all shares of Common Stock issued to Consultant Two Million hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next Registration Statement filed by the Company with the Securities and Exchange Commission (2,000,000) "SEC"), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. The piggyback rights will not be for any Form S-4 or S-8 or any other applicable form and will be subject to execution of the Company’s standard Registration Rights Agreement. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the Common Stock (“Issued Stock”), which shall issued to Consultant. d. Consultant acknowledges that the shares of Common Stock to be issued and vest as follows: pursuant to this Agreement (icollectively, the "Shares") 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, as amended (the “Act”) or, in shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction a resale or transfer is in compliance with or exempt from the registration and prospectus requirements of Rule 144 of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate CAA by issuing Company common stock as follows: 5.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back issue to Consultant an initial payment of ten million (10,000,000) restricted shares, of the Issued Company's Common Stock (“Common Stock” or “compensation shares”) to be delivered to Consultant within ten (10) business days of the signing of this Agreement. This initial payment shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 10,000,000 restricted shares of Common Stock issued as an initial payment, therefore, constitute payment for Consultant’s agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to the first anniversary of the effective date of this Agreement for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as the initial payment hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the 10,000,000 restricted shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, requested by the Company may require the Consultant to confirm return any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expensesshares.

Remuneration. 2.1 In consideration As full and complete compensation for services in this agreement, the Services company shall compensate ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the company agrees to Issue to the Company, the Company shall pay to the Consultant consultant a fee (the “Fee”) Commencement Bonus” of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 150,000 shares of the Company's company’s common stock based on the average (Common Stock) to be delivered to consultant within five (5) days business days of the previous months trading price10/25/2010. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which This commencement bonus shall be issued to the consultant immediately following the execution of this agreement and vest as follows: (i) 500,000 shares on March 31shall, 2009; (ii) 500,000 shares on June 30when issued and delivered to consultant, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) be fully paid and non-assessable. The Issued Stock company understands and agrees that consultant has foregone significant opportunities to accept this engagement and that the company derives substantial benefits from the execution of this agreement and the rights ability to announce its relationship with consultant. The 150,000 shares of common stock issued as a Commencement Bonus, therefore, constitute payments for consultant’s agreement to consult to the company and privileges conferred in whole or in part hereby may are nonrefundable, non-apportionable, and non-ratable retainer, such shares of common stock are not a prepayment for future services. If the company decides to terminate this Agreement prior to 02/01/2011 for any reason whatsoever, it is agreed and understood that consultant will not be transferred, assigned, pledged requested or hypothecated in demanded by the company to return any way (whether by operation of law or otherwise), the shares of common stock paid to it as Commencement Bonus hereunder. Further if and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to event the Company, such transaction company is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the 150,000 shares of Issued Stock common stock paid to be imprinted with a legend in it hereunder. It is further agreed that if at any time during the term of this agreement, the company or substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements all of the US Securities and Exchange Commissionassets are merged with or acquired by another entity, any stock exchange upon which or some other change occurs in the Common Stock is then listed, and any applicable federal or state securities law, and legal entity that constitutes the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stockcompany, the Consultant agrees that the Issued Stock will be held for investment consultant shall retain and will not be held with a view requested by the company to their distributionreturn any of the 150,000 shares, as that term is used (Commencement Bonus) 4.2 The Commencement Bonus shares issued pursuant to this agreement shall be issued in the Actnames of A. S. Austin Company TAX ID# ▇▇-▇▇▇▇▇▇▇. 4.3 With each transfer of shares of the common stock to be issued pursuant to this agreement ( Collectively, the “shares”), company shall cause to be issued a certificate representing the common stock and a written Opinion of counsel for the company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to consultant has been dully authorized by the company. Company that all shares issued to consultant pursuant to this agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to consultant shall have been duly authorized by the company’s board of directors. 4.4 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement (Collectively the “Shares”) have not been registered under the securities Act of 1933, and accordingly are “restricted securities” within the meaning of Rule 144 of the act. As such, the shares may not be resold or transferred unless in the company has received an opinion of counsel reasonably satisfactory to the Company, company that such distribution resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that the Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into issued Rule 144 70,000 shares per month of the Company's common stock Common Stock. $.01 par value per share (the "Shares") with issue price based on 5 day closing average as of October 1. 2009. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the average Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, constitute payment in full for Consultant's agreement to provide the Consulting Services to the Company and represent a nonrefundable, non-apportionable. and non-ratable retainer. The Shares are not a prepayment for future services. If and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the previous months trading price. IfShares, on it is further agreed that if at any time during the expiration term of the Termthis Agreement, the Company desires or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that Consultant continue providing constitutes the Services and Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant agree shall retain and will not be requested by the Company to do soreturn any of the Shares. (b) Upon the Company's transfer to the Consultant of the Shares, the Company shall, unless shall cause to be issued a certificate representing the parties agree otherwise, continue to pay Shares. The Company hereby represents and warrants to the Consultant Consulting that the sum Shares shall have been validly issued, fully paid and non­-assessable and that the issuance and any transfer of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue shares to Consultant Two Million shares (2,000,000) of shall have been duly authorized by the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009's board of directors. (ac) The Issued Stock and Consultant acknowledges that the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall Shares have no obligation to transfer such shares, unless NOT been registered under the Securities Act of 19331933 on a registration statement on Form S-8 filed with the Securities. (d) In connection with the acquisition of Shares hereunder, as amended (the “Act”) or, in the opinion of counsel Consultant represents and warrants to the Company, such transaction is in compliance with to the best of his, her or exempt its knowledge, as follows: (i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from the registration and prospectus requirements duly authorized officers or other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (bii) The certificate may also bear additional inscriptions that Consultant's investment in the CompanyShares is reasonable in relation to the Consultant's net worth, which is in its sole excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments which involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulationsShares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and other requirements Consultant can afford the risk of loss of his entire investment in the US Securities and Exchange Commission, any stock exchange upon which the Common Stock Shares. Consultant is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (ci) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionan accredited investor, as that term is used defined in Regulation D promulgated under the ActSecurities Act of 1933. and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, unless as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the opinion of counsel to the Company, such distribution is Shares in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, exchange for assisting the Company may require the Consultant to confirm in any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTfundraising activities. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee "Commencement Bonus" of Five Hundred Thousand (the “Fee”500,000) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued "Common Stock”" and such shares, collectively, the "Shares"), which . This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009delivered to Consultant within 30 days of execution of this Agreement. (ab) For continuous services to be provided by Consultant hereunder, the Company agrees to issue, or have issued, to the Consultant an additional amount of Two Hundred Thousand (200,000) Shares of the Company's Common Stock (hereinafter referred to as "Working Shares"). Said Working Shares shall be issued and delivered to Consultant within 30 days of execution of this Agreement. (c) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the rights ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant's agreement to consult to the Company and privileges conferred in whole or in part hereby may is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to August 30, 2004, for any reason whatsoever, it is agreed and understood that Consultant will not be transferredrequested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, assignedif and in the event the Company is acquired during the term of this Agreement, pledged it is agreed and understood Consultant will not be requested or hypothecated demanded by the Company to return any of the shares of Common Stock paid to it hereunder. 4.3 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company may desire to allocate all or a portion of the Commencement Bonus or Working Shares to any way (whether number of the services provided by operation of law or otherwise)the Consultant to the Company under this Agreement consistent with the United States generally accepted accounting practices. Accordingly, Consultant agrees to cooperate with the Company, and will provide to the Company reasonable support and documentation in connection with any such allocation process. 4.4 The Company or its assigns agrees that it will include all Shares issued or to be issued to Consultant hereunder in the next registration statement filed by the Company with the SEC on Forms SB-2, S-3 or other appropriate fo▇▇ ▇▇▇▇▇▇▇g to the resale of restricted shares. The Company agrees to file such a registration statement no later than March 30, 2004. Consultant agrees that it will not sell or transfer any of the Shares issued to it hereunder prior to the earlier of August 30, 2004 or the termination of this Agreement by the Company. 4.5 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company's board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.6 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") orand accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, in the Shares many not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Securities Act. 4.7 In connection with the acquisition of the Shares, Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information that the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued Consultant a “Commencement Bonus” payable in the form of 100,000 (one hundred thousand) shares of the Company’s Restricted Common Stock, which represents less than 5% of the issued and outstanding shares of common stock in the Company. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult to the Company and are non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the it is agreed and understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distribution, as return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant to confirm any factual matters reasonably shall retain and will not be requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYCompany stating that said shares are validly issued, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTfully paid, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to and non-assessable and that the Fees payable Issuance and eventual transfer of them to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directlyfully paid, or reimburse Consultant for, its reasonable Outand non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the issuance, and any transfer of them to Consultant obtains shall have been duly authorized by the Company’s prior written authorization being incurring any Out-of-Pocket-Expensesboard of directors.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee (the “Fee”) "Commencement Bonus" of $400.00 per day that 55,250 (hereinafter, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into "Cash") plus 500,000 shares of the Company's common stock based on Common Stock with piggyback registration rights (hereinafter, the average "Shares"). This Commencement Bonus shall be fully paid and non-assessable and shall be paid and issued to Consultant within 7 days of execution of this Agreement. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the previous months trading price. If, on the expiration Company to deliver any of or all of the TermShares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant's agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to November 31, 2004, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares or Cash paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. 4.3 Notwithstanding anything else in this Agreement to the contrary, Company and Consultant acknowledge and agree that for purposes of the Company's internal accounting practices, the Company desires that Consultant continue providing may desire to allocate all or a portion of the Services and Commencement Bonus to any number of the services provided by the Consultant agree to do so, the Company shallunder this Agreement consistent with the United States generally accepted accounting practices. Accordingly, unless Consultant agrees to cooperate with the parties agree otherwiseCompany, continue to pay and will provide to the Consultant the sum of $400.00 per day actually worked or Company reasonable support and documentation in connection with any such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Servicesallocation process. 2.2 The 4.4 Company shall issue warrants that the Shares issued to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether under this Agreement by operation of law or otherwise), and the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company's board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such Consultant. 4.5 Consultant acknowledges that neither the Shares, nor their underlying shares, unless have been issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”") orand accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Securities Act. 4.6 In connection with the Act. The acquisition of the Shares, Consultant shall pay all costs incurred by represents and warrants to Company, to the best of his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in such a transactionthe Shares, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of additional information that the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments that involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulationsShares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and other requirements Consultant can afford the risk of loss of his entire investment in the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsShares. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for services described in this Agreement, the Services Company shall compensate VA as follows: 4.1 For undertaking this engagement, for previous services rendered, for performing due diligence, and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a “Commencement Bonus” payable in the form of that number of shares of common stock that will equate to 200,000 shares of the Company’s common stock once the planned reverse merger is completed (“Common Stock”). This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 200,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s Agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to August 30, 2007 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 200,000 shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 200,000 shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall pay cause to be issued a certificate representing the Consultant Common Stock and a fee (written opinion of counsel for the “Fee”) of $400.00 per day Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of has been duly authorized by the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires warrants that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue all Shares issued to Consultant Two Million shares (2,000,000) pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company’s board of directors. 4.3 Consultant acknowledges that the shares of Common Stock (“Issued Stock”), which shall to be issued and vest as follows: pursuant to this Agreement (icollectively, the “Shares”) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are “restricted securities” within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. 4.5 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with or exempt to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from the registration and prospectus requirements duly authorized officers to other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth, which is in its sole excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.applicable securities laws

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee “Commencement Bonus” of 345,000 (Three hundred forty five thousand) shares of the Company’s common stock (“FeeCommon Stock”) and a warrant to purchase 655,000 (Six hundred fifty five thousand) shares of the Company’s common stock at $400.00 0.01 per day that share until March 15, 2012 (“Warrants”). This Commencement Bonus shall be fully paid and non-assessable and stock certificates and the warrants representing the Commencement Bonus shall be issued and delivered to Consultant actually renders the Services, to be paid monthly on the first within 30 days of each month during the Term execution of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, Additionally the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue agrees to pay to the Consultant the sum of $400.00 6000.00 cash per day actually worked or such renegotiated amount for month due and payable on the 1st of each month or part thereof during which of this Agreement with the Consultant so continues to provide the Servicesfirst such payment due on April 1, 2008. 2.2 (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares and Warrants to be issued and delivered to Consultant hereunder. 4.2 The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to March 14, 2009, for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000will not be requested or demanded by the Company to return any of the Shares and Warrants paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares and Warrants paid to it hereunder. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company’s Common Stock (“Issued Stock”), which shall then the Shares and Warrants issued to Consultant hereunder will be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009forfeited. (a) The Issued Stock 4.3 Consultant agrees that it will not sell or transfer any of these Shares and Warrants issued to it hereunder prior to the rights earlier of March 14, 2009 or the termination of this Agreement by the Company. 4.4 Company warrants that the Shares and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether Warrants issued to Consultant under this Agreement by operation of law or otherwise), and the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.5 Consultant acknowledges that the Shares and Warrants to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares and Warrants may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy Shares or executionWarrants issued to it hereunder, attachment except to the Company; nor will it pledge or similar process on assign such Shares or Warrants as collateral or as security for the Issued Stock performance of any obligation, or for any other purpose. 4.6 In connection with the rights acquisition of the Shares and privileges conferred under this AgreementWarrants, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company shall have concerning an investment in the right to buy back Shares and Warrants, and any additional information that the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares and Warrants is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares and Warrants. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares and Warrants for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee “Commencement Bonus” of One million four hundred thousand (the “Fee”1,400,000) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock” and such shares, collectively, the “Shares”), which ) subject to the terms and provisions found in section 11 of this agreement. This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and vest as follows: (i) 500,000 shares delivered to Consultant within 30 days of execution of this Agreement. Additionally the Company agrees to pay Consultant the sum of $6000.00 cash per month due and payable on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009the 2nd of each month of this Agreement. (ab) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Issued Stock Company or its assigns agrees that it will grant “piggy-back” registration rights to all Shares issued or to be issued to Consultant hereunder in a registration statement filed by the Company with the SEC on Forms ▇▇-▇, ▇-▇ or other appropriate form relating to the resale of restricted shares subject to “cut-back” provisions and other regulatory decisions by the rights and privileges conferred in whole SEC. The Company agrees to file such a registration statement no later than January, 1st, 2008. Consultant agrees that it will not sell or in part hereby may not be transferredtransfer any of these Shares issued to it hereunder prior to the earlier of July 3rd, assigned, pledged 2008 or hypothecated in any way (whether the termination of this Agreement by operation of law or otherwise), and the Company. 4.3 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.4 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy Shares issued to it hereunder, except to the Company; nor will it pledge or executionassign such Shares as collateral or as security for the performance of any obligation, attachment or similar process on for any other purpose. 4.5 In connection with the Issued Stock acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or the rights and privileges conferred under this Agreement, other representatives of the Company shall have concerning an investment in the right to buy back Shares, and any additional information that the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate LFC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Commencement Bonus" payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 1,490,000 shares of the Company's common stock based on the average of the previous months trading priceCommon Stock ("Common Stock"). If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non- assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 1, 490,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to October 12, 2001 for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the Company to return any of the Company’s shares of Common Stock (“Issued Stock”)paid to it as Commencement Bonus hereunder. Further, which shall be issued if and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and in the rights and privileges conferred event the Company is acquired in whole or in part hereby may part, during the term of this agreement, it is agreed and understood Consultant will not be transferredrequested or demanded by the Company to return any of the 1,490,000 shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, assignedthe Company or substantially all of the Company's assets are merged with or acquired by another entity, pledged or hypothecated some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any way of the 1,490,000 shares. 4.2 For performance under this agreement on a month-to-month basis, a Consultancy Fee, payable in the form of 5,000 shares per month of the Company's Common Stock. This Consultancy Fee shall be issued to the Consultant on a monthly basis, the first month pro-rated according to the number of days remaining in that month, and paid immediately following execution of this Agreement; each following monthly payment payable in full on the first day of the respective month. The monthly Consultancy Fee shall continue to be paid monthly for the duration of this Consulting Agreement. 4.3 The shares issued pursuant to this agreement shall be issued in the names of Liviakis Financial Communications, Inc. (whether by operation of law or otherwise1,193,500 shares), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (148,250 shares) and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (148,250 shares). 4.4 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company's board of directors. 4.5 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the "Shares") have not been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. 4.6 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to compensate the Consultant a fee as follows: (a) For agreeing to undertake this engagement and for performance of the “Fee”) of $400.00 per day that services described above, the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid $6,000 per month in cash or converted into and $2,000 per month paid in S-8 registered shares of the Company's common stock Common Stock. $.01 par value per share (the "Shares") valued based on the a simple average of the previous months trading price. If, on the expiration closing price of the Termlast five (5) days of the month. In addition, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount is eligible for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 a commission package as noted in Appendix A. The Company shall issue to Consultant Two Million issued shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall would have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 on a registration statement on Form S-8 filed with the Securities. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company will derive a substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Shares therefore, as amended (constitute payment in full for Consultant's agreement to provide the “Act”) orConsulting Services to the Company and represent a nonrefundable, non-apportionable and non-ratable retainer. The Shares are not a prepayment for future services. If and in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by event the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of is acquired during the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights it is agreed and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distributionreturn any of the Shares, as it is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Company's shares or assets, the Consultant to confirm any factual matters reasonably shall retain and will not be requested by counsel for the Company to return any of the Shares. (b) Upon the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition 's transfer to the Fees payable to Consultant pursuant to Section 2 hereofof the Shares, the Company shall pay directlycause to be issued a certificate representing the Shares. The Company hereby represents and warrants to the Consulting that the Shares shall have been validly issued, or reimburse fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant for, its reasonable Out-of-Pocket Expenses incurred in shall have been duly authorized by the Company's board of directors. (c) In connection with the performance acquisition of Shares hereunder, the ServicesConsultant represents and warrants to the Company, provided to the best of his, her or its knowledge, as follows: (i) Consultant acknowledges that the Consultant obtains has been afforded the Company’s prior written authorization being incurring opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any Outadditional information which the Consultant has requested. (ii) Consultant's investment in the Shares is reasonable in relation to the Consultant's net worth, which is in excess often (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits of an investment in the Shares without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933 and (ii) a purchaser described in Section 25102(f)(2) of the California Corporate Securities Law of 1968, as amended. (iii) Consultant is acquiring the Shares for the Consultant's own account for long-of-Pocket-Expensesterm investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. (iv) Consultant is not receiving any of the Shares in exchange for assisting the Company in any fundraising activities.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate as follows: a. For undertaking this engagement and for performance of the right to buy back services described above for a period of at least twelve months, the Issued StockCompany acknowledges that Consultant shall be issued 100,000 shares per quarter of common stock of the Company, in whole or in part, at with a purchase price par value of $0.001 per share. Each certificate The shares will be issued to the Consultant or other documentation evidencing Consultant’s corporate entity as specified by the ownership Consultant at the time of any issue. The shares will be issued on quarterly basis starting on the day of this agreement. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The shares of Issued Stock Common Stock, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportion able and non-ratable retainer; such shares of common stock are not a prepayment for future services. If and in the event the Company is acquired during the term of this agreement, it is agreed and understood Consultant will not be imprinted with a legend in requested or demanded by the Company to return any of the shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that all of the Company's assets are merged with or acquired by another entity, or some other change occurs in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the legal entity that constitutes the Company may deem advisable under the rules, regulations, and other requirements that results in a change in control of substantially all of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal Companies shares or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stockassets, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the Company stock issued to Consultant. b. The Company will reimburse the Consultant for travel and out-of-pocket expanses based on the Consultant submitting expense reports. c. With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the shares to Consultant shall have been duly authorized by the Company's board of directors. d. In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to best of its/his knowledge, as follows: Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided acknowledges that the Consultant obtains has been afforded the Company’s prior written authorization being incurring opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any Out-of-Pocket-Expensesadditional information which the Consultant has requested.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued Consultant a “Commencement Bonus” payable in the form of 1,100,000 (one million one hundred thousand) shares of the Company’s Restricted Common Stock, which represents less than 5% of the issued and outstanding shares of common stock in the Company. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult to the Company and are a non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the it is agreed and understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distribution, as return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant to confirm any factual matters reasonably shall retain and will not be requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYCompany stating that said shares are validly issued, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTfully paid, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to and non- assessable and that the Fees payable issuance and eventual transfer of them to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directlyfully paid, or reimburse Consultant for, its reasonable Outand non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the issuance, and any transfer of them to Consultant obtains shall have been duly authorized by the Company’s prior written authorization being incurring any Out-of-Pocket-Expensesboard of directors.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued StockConsultant 1,000,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock (which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 500,000 shares up front and the remaining balance to be paid to the Consultant 30 days after. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportion able, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this Agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"). Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, for the Company may require stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant to confirm any factual matters reasonably requested has duly authorized by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance, and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 1. For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued StockConsultant a monthly cash fee, payable on the Effective Date and each monthly anniversary during the term of this agreement, of $2,500, plus 900,000 Company shares to be delivered to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of common stock issued as a fee, therefore, constitute payment for Consultant’s agreement to consult to the Company and are a non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Fee hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the it is agreed and understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distribution, as return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance substantially all of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any Outof the shares of Common Stock. Customary anti-of-Pocket-Expensesdilution and adjustments for stock splits shall apply.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate Consultant as follows: For services rendered by Consultant to the Company from April 1, 2000 to June 20, 2000, for Consultant's identification during such period of time of a large global financial strategic partner for the company as well as the identification of other potential strategic partners and opportunities and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee ("Stock Fee") in the “Fee”form of Three Hundred Thirty Three Thousand Three Hundred Thirty Three (333,333) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average Common Stock ("Common Stock"). Company shall confirm Consultant's performance of the previous months trading pricesuch services to be rendered from April to June 20, 2000 and Company's obligation to pay such Stock Fee by executing Exhibit A to this Agreement. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and This Stock Fee shall be issued to the Consultant agree to do sono later than June 30, the Company 2000 and shall, unless the parties agree otherwisewhen issued and delivered to Consultant, continue be fully paid and non-assessable. The Company also agrees to pay to the Consultant the sum of Three Thousand Dollars ($400.00 3,000.00) cash per month beginning July 1, 2000, the first installment of which is due upon the full execution of this Agreement and subsequent installments due and payable on the last day actually worked or such renegotiated amount for of each month or part thereof during which for the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions duration of this Agreement, or upon the levy or executionand shall, attachment or similar process on the Issued Stock or the rights when paid to Consultant, be fully paid and privileges conferred under non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this Agreement, engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Common Stock issued as a Stock Fee, shall have constitute payment for Consultant's services rendered to the right Company for the period of time from April 1, 2000 to buy back June 20, 2000 and is a nonrefundable, non-apportionable, and non-ratable; such Shares are not a prepayment for future services. If the Issued StockCompany decides to terminate this Agreement prior to June 30, 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the cash or Common Stock paid to it hereunder. Further, if and in the event the Company is required in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the it is agreed and understood Consultant agrees that the Issued Stock will be held for investment and will not be held with a view requested or demanded by the Company to their distribution, as return any of the 333,333 shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant to confirm any factual matters reasonably shall retain and will not be requested by counsel for the CompanyCompany to return any of the 333,333 shares of Common Stock paid to it hereunder. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANYThe Common Stock issued pursuant to this Agreement shall be issued in the name of The Del Mar Consulting Group, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENTInc. Further, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCKthe Company agrees that it will include, THE COMMON STOCKin the next Registration Statement filed by the Company with the SBC on Forms SB-1, AND THE BUSINESS OF THE COMPANY▇▇-▇, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition ▇▇-▇ ▇▇ other appropriate form relating to the Fees payable resale of restricted shares, the Common Stock issued to Consultant pursuant to Section 2 hereofthis Agreement, excluding the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection current SB-2 Registration Statement which has been filed with the performance of the ServicesSEC on or about May 15, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.2000. The company agrees to file such a registration statement no later than March 31, 2000. The Del Mar Consulting Group, Inc. agrees

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate LFC as follows: a) For undertaking this engagement and for performance of the services described above for a period of at least twelve months, the Company acknowledges that Consultant shall be issued 400,000 shares of Company, with a par value of $0.001 per share and a current value of $0.04 per share. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The shares of Common Stock, therefore, constitute payment for Consultant's agreement to consult to the Consultant Company and are a fee (nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If and in the “Fee”) of $400.00 per day that event the Consultant actually renders the Services, to be paid monthly on the first of each month Company is acquired during the Term term of this Agreementagreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common stock paid to it hereunder. The Fee shall be paid in cash It is further agreed that if at any time during the term of this agreement, the Company or converted into shares substantially all of the Company's common assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company that results in a change in control of substantially all of the Companies shares or assets, the Consultant shall retain and will not be requested by the Company to return any of the shares. Consultant agrees that it will not sell or transfer during the term of this Agreement any of the Company stock based issued to Consultant. b) 100,000 of Consultants' 400,000 shares described above shall vest in 4 equal quarterly increments on the average first day of each new financial quarter beginning with the first whole quarter after which the Company has successfully closed a merger with an operating company. In the event Consultant significantly fails to perform its general duties during the contract period, Consultant will agree to return shares prorata for the remaining period. c) Additional shares or warrants shall be provided through LFC for investor relations services which will be allocated to Michael Bays (shar▇▇), ▇▇▇▇▇▇▇ Bernhardt ( shares), a▇▇ ▇▇▇▇▇ _____ ( shares). All restrictions, requirements, indemnification, and other provisions included in this contract shall be applicable to these additional shares. d) With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of the previous months trading price. If, on shares to Consultant shall have been duly authorized by the expiration Company's board of directors. e) Consultant acknowledges that the Termshares of Common Stock to be issued pursuant to this Agreement (collectively, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000"Shares") of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. f) In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: i) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Consultant shall pay all costs incurred by Company concerning an investment in the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listedShares, and any applicable federal or state additional information which the Consultant has requested. ii) Consultant's investment in restricted securities lawis reasonable in relation to the Consultant's net worth, which is in excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the Company may cause a legend or legends risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. assess the relative merits of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (ci) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionan accredited investor, as that term is used defined in Regulation D promulgated under the ActSecurities Act of 1933, unless and (ii) a purchaser described in Section 25102 (f) (2) of the opinion California Corporate Securities Law of counsel to 1968, as amended. iii) Consultant is acquiring the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel Shares for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTConsultant's own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in ------------ this Agreement, the Company shall pay compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee "Commencement Bonus" payable in the form of 75,000 shares of the Company's Common Stock ("Common Stock"), an Option to purchase 45,000 shares of the Company's Common Stock at $11.00 per share and an Option to purchase 45,000 shares of the Company's Common Stock at $15.00, which becomes exercisable when 80% of the Company's outstanding publicly traded warrants are exercised (the “Fee”) "Warrants"). The Options will carry a term of the lesser of fours years from the date of this Agreement or two years after the termination of this Agreement or any renewal thereof, and the Options will have a "cashless" or "net exercise" provision. A copy of the Options are attached hereto and referenced as "Exhibit "A". This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company also agrees to pay Consultant the sum of $400.00 3,000.00 cash per day that month, the Consultant actually renders first installment of which is due upon the Services, to be paid monthly full execution of this Agreement and subsequent installments due and payable on the first fifteenth day of each month during for the Term duration of this Agreement, and shall, when paid to Consultant, be fully paid and non-assessable. The Fee Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Common Stock and Options issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such Shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to April 15, 2001 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Common Stock or Options paid to it hereunder but that the Consultant's rights to additional monthly cash payments shall cease. The Common Stock and Options issued pursuant to this Agreement shall be paid issued in cash the name of The Del Mar Consulting Group, Inc. Further, the Company agrees that it will include, in the next Registration Statement filed by the Company with the SEC on Form S3 or converted into other appropriate form relating to the resale of restricted shares, both the Common Stock issued to Consultant pursuant to this Agreement, as well as the shares of the Company's common stock based on underlying the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay Options issued to the Consultant the sum of $400.00 per day actually worked or hereunder. The Company agrees to file such renegotiated amount for each month or part thereof during which a registration statement no later than January 15, 2001 and agrees to use its best efforts to keep said registration statement effective so long as the Consultant so continues owns any shares covered by said registration statement. The Del Mar Consulting Group, Inc. agrees that, notwithstanding the effectiveness of any such Registration Statement, it will not sell or transfer during the term of this Agreement any of the Common Stock or Options issued to provide the Servicesit hereunder. 2.2 The Company shall issue to 4.2 Consultant Two Million acknowledges that the shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall to be issued and vest as follows: pursuant to this Agreement (icollectively, the "Shares") 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Act. 4.3 In connection with the Act. The acquisition of Shares hereunder, the Consultant shall pay all costs incurred by represents and warrants to the Company in such a transaction, including but not limited as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose other representatives of the Issued StockCompany concerning an investment in the Shares, or and any right or privilege conferred herebyadditional information, contrary to which the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall Consultants have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOrequested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultants has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition 4.4 Consultant represents and warrants to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance that it is not a Member of the ServicesNational Association of Securities Dealers, provided Inc. and that the Consultant obtains the Company’s prior written authorization being incurring neither it nor any Out-of-Pocket-Expensesof its affiliates are affiliated with such a Member.

Remuneration. 2.1 In consideration As full and complete compensation for the Services Consultant's agreement to perform the CompanyServices, the Company shall pay compensate the Consultant as follows: A. For undertaking this engagement and of other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee "Commencement Bonus" payable in the form of $50,000 payable in cash and 500,000 common shares (the “Fee”"Shares") of Company's common stock (''Common Stock"). The cash portion of this Commencement Bonus will be payable as follows: $400.00 per day 25,000 on signing, and $25,000 on or before January 15, 2018. The Shares portion of this commencement Bonus will be payable as follows: 350,000 common shares will be paid on or before January 15, 2018; 150,000 common shares will be paid on or before February 15, 2018. The Company understands and agrees that engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with the Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult with the Company and are a prepayment for future services. If this agreement is terminated, it is agreed and understood that Consultant actually renders will not be requested or demanded by the Services, Company to return any of the shares of Common Stock issued to it prior to the termination date. B. All shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Consultant. The Company agrees that it will use its best efforts to include 350,000 shares issued to Consultant hereunder in the Company's next Registration Statement to be paid monthly on declared effective by the first of each month during SEC as soon as possible thereafter and not to exceed 6 months from the Term date of this Agreement. agreement. C. The Fee Consultant shall be paid not, directly or indirectly engage in cash the purchase or converted into shares sale of the Company's common stock Common Stock based on the average knowledge of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) any material non-public information of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. D. The Consultant shall pay all costs incurred by not engage in trading practices which will adversely affect the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose trading price of the Issued Company's Common Stock, or any right or privilege conferred herebywhich includes short selling of Company Common Stock, contrary to for the provisions duration of this Agreement, agreement and a 1 year period of time after the expiration or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition termination of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTagreement. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate AFC as follows: (a) For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee (“Commencement Bonus” payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 2,500,000 shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock”), which . This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and vest as follows: (i) 500,000 shares on March 31shall, 2009; (ii) 500,000 shares on June 30when issued and delivered to Consultant, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) be fully paid and non-assessable. The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the rights ability to announce its relationship with Consultant. The 2,500,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult to the Company and privileges conferred are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to August 23, 2002 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part hereby may part, during the term of this agreement, it is agreed and understood Consultant will not be transferredrequested or demanded by the Company to return any of the 2,500,000 shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, assignedthe Company or substantially all of the Company’s assets are merged with or acquired by another entity, pledged or hypothecated some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any way of the 2,500,000 shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. The Company further agrees that it will file a registration statement in which the Consultant is permitted to participate no later than August 23,2002.Consultant agrees that it will not sell or transfer during the terms of this Agreement any of the 2,500,000 of Company stock issued to Consultant (whether by operation b) The Company will issue to Consultant (or nominee) 200,000 options at $1.00 available for the term of law or otherwisefour years and fully vested for conversion to registered common shares upon receipt of cash. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company’s board of directors. 4.3 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the “Shares”) have not been registered under the Securities Act of 1933, as amended (and accordingly are “restricted securities” within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. 4.4 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant grants all voting rights to the Company, in its sole 2,500,000 to the President and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares CEO of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsduring ownership. (c) The Issued Stock Consultant’s investment in restricted securities is subject reasonable in relation to all restrictions the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this Agreementinvestment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distributionis (i) an accredited investor, as that term is used defined in Regulation D promulgated under the ActSecurities Act of 1933, unless and (ii) a purchaser described in Section 25102 (f) (2) of the opinion California Corporate Securities Law of counsel to 1968, as amended. (d) Consultant is acquiring the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel Shares for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTConsultant’s own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration Company agrees to pay Consultant a monthly retainer of $8,750 per month. The first payment is due upon the signing of this agreement, but in any event no later than three days following the signing of the signing of this agreement. Subsequent payments are due on the first day of every month during the contract period. For undertaking this engagement and for the Services to the Companyother good and valuable consideration, the Company shall pay agrees to issue and deliver to the Consultant a fee (“Commencement Bonus” payable in the “Fee”) form of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Common Stock (“Common Stock”) .The Company desires that Consultant continue providing the Services and the Consultant agree agrees to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million 3,000,000 shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which . This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and vest shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The shares of Common Stock issued as follows: (i) 500,000 a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares on March of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to January 31, 2009; (ii) 500,000 2011 for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares on June 30of Common Stock paid to it as Commencement Bonus hereunder. Further, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock if and in the rights and privileges conferred event the Company is acquired in whole or in part hereby may part, during the term of this agreement, it is agreed and understood Consultant will not be transferredrequested or demanded by the Company to return any of the shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, assignedthe Company or substantially all of the Company’s assets are merged with or acquired by another entity, pledged or hypothecated some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any way of the shares. The Company further agrees that all shares issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next registration statement filed by the company. 4.1 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (whether by operation of law or otherwisecollectively, the “Shares”), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company’s board of directors. 4.2 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the “Shares”) have not been registered under the Securities Act of 1933, as amended (and accordingly are “restricted securities” within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth, which is in its sole excess of ten (10) times the Consultant’s cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant 1,200,000 restricted shares of the Company's Common Stock with Piggy Back registration rights. These shares represent less than 5% of the issued and outstanding shares of common stock in the Company. The Company agrees to file the associated registration no later than 45 days from the date of this agreement; the Company acknowledging that (i) since time is of the essence, failure to file within the time set forth above will result in the penalty issuance of additional shares to Consultant of 5% per additional 30 day period and (ii) such penalty shares will, in turn, also be added to the Piggy Back right being extended by this Agreement to buy back Consultant. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Issued StockCompany and are a nonrefundable, non-apportion able, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this Agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"). Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, for the Company may require stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant to confirm any factual matters reasonably requested has duly authorized by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance, and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee “Commencement Bonus” of: (the “Fee”i) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares two million (2,000,000) shares of the Company’s Common Stock (“Issued Common Stock” and such shares, collectively, the “Shares”); and (ii) a 5-year warrant to purchase fifteen million (15,000,000)shares of Common Stock at $0.24 per share, which in the form attached as Exhibit A. This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and vest delivered to Consultant as follows: promptly as the Company increases its authorized common stock to permit the issuance of the Shares after giving effect to reserved shares underlying existing options, warrants and conversion rights (i) 500,000 which in all events shall be within 180 days following the date first set forth above), it being understood and agreed that as of the date of this Agreement the Company has an obligation to reserve from its authorized but unissued common stock all remaining outstanding shares to meet its obligations to its secured lenders and others for whom options, warrants or convertible debt is outstanding. Additionally the Company agrees to pay Consultant the sum of $8000.00 cash per month due and payable on March 31the 1st of each month of this Agreement. The issuance of the Shares and Warrant is further contingent upon the approval of the holders of subordinated debentures issued by the Company in March, 2009; (ii) 500,000 shares on June 2008. Should such approval not be obtained by November 30, 2009; (iii) 500,000 shares on September 302008, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company Consultant shall have no obligation to perform the Services called for hereunder. (b) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to October 30, 2009, for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, if and in the event the Company is acquired during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 [Intentionally Deleted]. 4.4 Company warrants that the Shares issued to Consultant under this Agreement by the Company shall be or have been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer such shares, unless of them to Consultant. 4.5 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy Shares issued to it hereunder, except to the Company; nor will it pledge or executionassign such Shares as collateral or as security for the performance of any obligation, attachment or similar process on for any other purpose. 4.6 In connection with the Issued Stock acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or the rights and privileges conferred under this Agreement, other representatives of the Company shall have concerning an investment in the right to buy back Shares, and any additional information that the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Company, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid services described in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the right Company agrees to buy back cause to be delivered to the Issued StockConsultant 2,500,000 shares registered, unrestricted, freely trading shares of the Company's Common Stock (which represents less than 5% of the issued and outstanding shares of common stock in the Company) to be issued in the following traunches: 1,200,000 shares up front and the remaining balance to be paid to the Consultant 30 days after. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportion able, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this Agreement, it is agreed and understood Consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the shares of Issued Common Stock paid to be imprinted it hereunder. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company's assets are merged with a legend or acquired by another entity, or some other change occurs in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the shares of Common Stock. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"). Company shall cause to be issued a view to their distribution, as that term is used in certificate representing the Act, unless in the Common Stock and a written opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, for the Company may require stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant to confirm any factual matters reasonably requested has duly authorized by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable Company warrants that all Shares issued to Consultant pursuant to Section 2 hereofthis Agreement shall have been validly issued, the Company shall pay directly, or reimburse Consultant for, its reasonable Outfully paid and non-of-Pocket Expenses incurred in connection with the performance of the Services, provided assessable and that the Consultant obtains Company's board of directors shall have duly authorized the Company’s prior written authorization being incurring issuance, and any Out-of-Pocket-Expensestransfer of them to Consultant.

Remuneration. 2.1 In consideration As full and complete compensation for services in this agreement, the Services company shall compensate ASA as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the company agrees to Issue to the Company, the Company shall pay to the Consultant consultant a fee (the “Fee”) Commencement Bonus” of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 300,000 shares of the Company's company’s common stock based on the average (Common Stock) to be delivered to consultant within five (5) business days of the previous months trading priceFriday, February 09, 2007. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which This commencement bonus shall be issued to the consultant immediately following the execution of this agreement and vest as follows: (i) 500,000 shares on March 31shall, 2009; (ii) 500,000 shares on June 30when issued and delivered to consultant, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) be fully paid and non-assessable. The Issued Stock company understands and agrees that consultant has foregone significant opportunities to accept this engagement and that the company derives substantial benefits from the execution of this agreement and the rights ability to announce its relationship with consultant. The 300,000 shares of common stock issued as a Commencement Bonus, therefore, constitute payments for consultant’s agreement to consult to the company and privileges conferred in whole or in part hereby may are nonrefundable, non-apportionable, and non-ratable retainer, such shares of common stock are not a prepayment for future services. If the company decides to terminate this Agreement prior to Friday, February 09, 2008 for any reason whatsoever, it is agreed and understood that consultant will not be transferred, assigned, pledged requested or hypothecated in demanded by the company to return any way (whether by operation of law or otherwise), the shares of common stock paid to it as Commencement Bonus hereunder. Further if and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to event the Company, such transaction company is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, acquired in whole or in part, at a purchase price during the term of $0.001 per share. Each certificate this agreement, it is agreed and understood consultant will not be requested or other documentation evidencing demanded by the ownership Company to return any of any the 300,000 shares of Issued Stock common stock paid to be imprinted with a legend in it hereunder. It is further agreed that if at any time during the term of this agreement, the company or substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements all of the US Securities and Exchange Commissionassets are merged with or acquired by another entity, any stock exchange upon which or some other change occurs in the Common Stock is then listed, and any applicable federal or state securities law, and legal entity that constitutes the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stockcompany, the Consultant agrees that the Issued Stock will be held for investment consultant shall retain and will not be held with requested by the company to return any of the 300,000 shares, (Commencement Bonus) 4.2 With each transfer of shares of the common stock to be issued pursuant to this agreement ( Collectively, the “shares”), company shall cause to be issued a view certificate representing the common stock and a written Opinion of counsel for the company stating that said shares are validly issued fully paid and non assessable and that the issuance and eventual transfer of them to their distributionconsultant has been dully authorized by the company. Company shares issued to consultant pursuant to this agreement shall have been validly issued, as fully paid and non-assessable and that term is used in the Actissuance and any transfer of them to consultant shall have been duly authorized by the company’s board of directors. 4.3 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement (Collectively the “Shares”) have not been registered under the securities Act of 1933, and accordingly are “restricted securities” within the meaning of Rule 144 of the act. As such, the shares may not be resold or transferred unless in the company has received an opinion of counsel reasonably satisfactory to the Company, company that such distribution resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that the Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration (a) For undertaking this engagement, for the Services to the Companyprevious services rendered, and for other good and valuable consideration, the Company shall pay agrees to issue, or have issued, to the Consultant a fee “Commencement Bonus” of: (the “Fee”i) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into Nine Hundred Thousand (900,000) shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock” and such shares, collectively, the “Shares”), which ; and (ii) a 5-year warrant to purchase three million (3,000,000) shares of Common Stock at $0.25 per share. This Commencement Bonus shall be fully paid and non-assessable and stock certificates representing the Commencement Bonus shall be issued and vest delivered to Consultant as follows: (i) 500,000 shares promptly as possible and not later than April 15, 2009 Additionally the Company agrees to pay Consultant the sum of $8000.00 cash per month due and payable on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009the 15th of each month of this Agreement. (ab) Consultant agrees that the Company may, in its sole discretion, cause one or more shareholders of the Company to deliver any of or all of the Shares to be issued and delivered to Consultant hereunder. 4.2 The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the rights ability to announce its relationship with Consultant. The Commencement Bonus, therefore, constitutes payment for Consultant’s agreement to consult to the Company and privileges conferred in whole or in part hereby may is a nonrefundable, non-apportionable, and non-ratable retainer and is not a prepayment for future services. If the Company decides to terminate this Agreement prior to March 15, 2010, for any reason whatsoever, it is agreed and understood that Consultant will not be transferredrequested or demanded by the Company to return any of the Shares paid to it as Commencement Bonus referred to in paragraph 4.1(a) hereunder. Further, assignedif and in the event the Company is acquired during the term of this Agreement, pledged it is agreed and understood Consultant will not be requested or hypothecated in demanded by the Company to return any way (whether of the Shares paid to it hereunder. Consultant agrees and understands that if during the term of this Agreement, Consultant performs substantial services for any direct competitor of the Company, then the Shares issued to Consultant hereunder will be forfeited. 4.3 Company warrants that the Shares issued to Consultant under this Agreement by operation of law or otherwise), and the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.4 Consultant acknowledges that the Shares to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy Shares issued to it hereunder, except to the Company; nor will it pledge or executionassign such Shares as collateral or as security for the performance of any obligation, attachment or similar process on for any other purpose. 4.5 In connection with the Issued Stock acquisition of the Shares, Consultant represents and warrants to Company, to the best of its/his knowledge, as follows: (a) Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or the rights and privileges conferred under this Agreement, other representatives of the Company shall have concerning an investment in the right to buy back Shares, and any additional information that the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOConsultant has requested. (b) The certificate may also bear additional inscriptions that Consultant’s investment in restricted securities is reasonable in relation to the CompanyConsultant’s net worth. Consultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments that involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsAct. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant’s own account for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall compensate Consultant as follows: 4.1 Company agrees to pay Consultant a retainer of Two Thousand (2,000) Dollars per month, payable on the first day of each month and continuing each month thereafter for the duration of this Agreement. 4.2 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a fee "Commencement Bonus" payable in the form of One Hundred Twenty-five Thousand (the “Fee”) of $400.00 per day that the Consultant actually renders the Services125,000), to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into unregistered, restricted shares of the Company's common stock based on Common Stock (the average of the previous months trading price"Common Stock"). If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum promptly following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The 125,000 shares issued as a Commencement Bonus, therefore, constitutes payment for Consultant's agreement to represent the Company, and are a non-refundable, non-apportionable, and non-ratable retainer; such shares are not a prepayment for future services. If the Company decides to terminate this Agreement prior to February 28, 1999 for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the Company to return any of the shares paid to it hereunder. All shares issued pursuant to this Agreement shall be evidenced by stock certificates issued to Capital Communications Ltd., or its designee(s). The shares will have piggyback registration rights and will be included in the next appropriate registration done by the Company’s Common Stock (“Issued Stock”), including any S-8 registration statements, which shall be issued and vest as follows: (i) 500,000 no later than February 28, 1999. In the event of registration, Consultant agrees not to sell any shares on until March 311, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 20091999 or the termination of the Consulting Agreement without the prior consent of the Company. All registration costs shall be borne solely by the Company. 4.3 Consultant acknowledges that the shares issuable pursuant to this Agreement (athe "Shares") The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of that Act. 4.4 In connection with the Act. The acquisition of Shares hereunder, the Consultant shall pay all costs incurred by represents and warrants to the Company in such a transaction, including but not limited as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to legal fees ask questions of and costs. The Issued Stock shall not be subject to levy and execution, attachment receive answers from duly authorized officers or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO.other (b) The certificate may also bear additional inscriptions that the CompanyConsultant has had experience in investments in restricted and publicly traded securities, and Consultant has had experience in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as investments which involve the Company may deem advisable under risk of loss of investment. Consultant acknowledges that an investment in the rules, regulations, Shares is speculative and other requirements involves the risk of loss. Consultant can afford the US Securities and Exchange Commission, any stock exchange upon which risk of loss of his entire investment in the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsShares. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, the Consultant agrees that the Issued Stock will be held Shares for long-term investment and will not be held with a view to their distribution, as that term is used toward resale or distribution thereof except in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance accordance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECTapplicable securities laws. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay to the Consultant a fee (the “Fee”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of compensate Eastern Consulting as follows: 4.1 For undertaking this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Termengagement and for other good and valuable consideration, the Company desires that Consultant continue providing the Services and agrees to issue the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million 10,000,000 shares (2,000,000) of the Company’s Common Stock (“Issued Common Stock”), which shall ) to be delivered to Consultant as requested in amounts to be determined as the time of the request. The Company has also issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009to the Consultant an additional 10,000,000 cashless options to purchase the common stock at 0. (a) 01. The Issued Stock Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this agreement and the rights ability to announce its relationship with Consultant. If the Company decides to terminate this Agreement prior to September 20, 2007 for any reason whatsoever, it is agreed and privileges conferred in whole or in part hereby may understood that Consultant will not be transferred, assigned, pledged requested or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless registered under the Securities Act of 1933, as amended (the “Act”) or, in the opinion of counsel to the Company, such transaction is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred demanded by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon return any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stockshares of Common Stock paid to it hereunder. Further, or any right or privilege conferred hereby, contrary to if and in the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, event the Company shall have the right to buy back the Issued Stock, is acquired in whole or in part, during the term of this agreement, it is agreed and understood that the Consultant will not be requested or demanded by the Company to return any of the 10,000,000 shares issued or 10,000,000 options granted to it hereunder. It is further agreed that if at a purchase price any time during the term of $0.001 per share. Each certificate this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other documentation evidencing change occurs in the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions legal entity that constitutes the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment shall retain and will not be held with requested by the Company to return any of the 10,000,000 shares issue or the 10,000,000 options granted. 4.2 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”), Company shall cause to be issued representing the Common Stock and a view to their distribution, as that term is used in the Act, unless in the written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been dully authorized by the Company. Company warranty that all Shares issued to Consultant pursuant to this Agreement shall have been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to Consultant shall have been duly authorized by the Company’s board of directors. 4.3 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to best of its/his knowledge, as follows: (a) Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided acknowledges that the Consultant obtains has been afforded the Company’s prior written authorization being incurring opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any Out-of-Pocket-Expensesadditional information which the Consultant has requested.

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate RC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue to the Consultant a fee (the “Fee”) "Commencement Bonus" of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 2,100,000 shares of the Company's common stock based on the average Common Stock ("Common Stock") to be delivered to Consultant within ten (10) business days of the previous months trading pricesigning of this Agreement. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 2,100,000 shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement prior to April 6, 2007 for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the Company to return any of the Company’s shares of Common Stock (“Issued Stock”)paid to it as Commencement Bonus hereunder. Further, which shall be issued if and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and in the rights and privileges conferred event the Company is acquired in whole or in part hereby may part, during the term of this agreement, it is agreed and understood Consultant will not be transferredrequested or demanded by the Company to return any of the 2,100,000 shares of Common stock paid to it hereunder. It is further agreed that if at any time during the term of this agreement, assignedthe Company or substantially all of the Company's assets are merged with or acquired by another entity, pledged or hypothecated some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any way of the 2,100,000 shares. 4.2 The Commencement Bonus shares issued pursuant to this agreement shall be issued in the name of Redwood Consultants, LLC, Tax ID # ▇▇-▇▇▇-▇▇▇▇. 4.3 With each transfer of shares of Common Stock to be issued pursuant to this Agreement (whether by operation of law or otherwisecollectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company's board of directors. 4.4 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the "Shares") have not been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the The Company shall pay directly, or reimburse not unreasonably withhold approval of any application filed by Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance under Rule 144(d) of the Services, provided that Act to clear the subject shares of restriction after Consultant obtains has satisfied the Company’s prior written authorization being incurring any Out-of-Pocket-Expensesrequirements of Rule 144(d).

Remuneration. 2.1 In consideration As full and complete compensation for the Services to the Companyservices described in this Agreement, the Company shall pay compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant a fee "Commencement Bonus" payable in the form of 750,000 (the “Fee”seven hundred fifty thousand) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's restricted common stock, which represents less than 5% of the issued and outstanding shares of common stock based on in the average of the previous months trading priceCompany. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay This Commencement Bonus shall be issued to the Consultant the sum immediately following execution of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues this Agreement and shall, when issued and delivered to provide the Services. 2.2 Consultant, be fully paid and non-assessable. The Company shall issue understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are a non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant Two Million shares (2,000,000) will not be requested or demanded by the Company to return any of the Company’s Common Stock (“Issued Stock”)shares of common stock paid to it as Commencement Bonus hereunder. Further, which shall be issued if and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and in the rights and privileges conferred event the Company is acquired in whole or in part hereby may part, during the term of this Agreement, it is agreed and understood Consultant will not be transferredrequested or demanded by the Company to return any of the shares of common stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, assignedthe Company or substantially all of the Company's assets are merged with or acquired by another entity, pledged or hypothecated some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any way (whether by operation of law or otherwise)the shares of common stock. 4.2 In addition to Commencement Bonus, Company shall pay Consultant 450,000 shares of restricted common stock on the 8th of April, 2007, and 300,000 shares of restricted common stock on the 8th of June, 2007. These shares, once issued and paid, shall be subject to the same terms and conditions of Commencement Bonus. 4.3 Company warrants that the shares of common stock issued to Consultant under this Agreement by the Company shall be or have no obligation been validly issued, fully paid and non-assessable and that the Company’s board of directors has or shall have duly authorized the issuance and any transfer of them to transfer such shares, unless Consultant. 4.4 Consultant acknowledges that the shares of common stock to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) orand accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, in the shares of common stock may not be resold or transferred unless the Company has received an opinion of counsel and in form reasonably satisfactory to the Company, Company that such transaction resale or transfer is in compliance with or exempt from the registration and prospectus requirements of the that Securities Act. The Consultant shall pay all costs incurred by agrees that during the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions term of this Agreement, that it will not sell or upon transfer any of the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, shares of common stock issued to it by the Company shall have hereunder, except to the right to buy back Company; nor will it pledge or assign such shares of common stock as collateral or as security for the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership performance of any obligation, or for any other purpose. 4.5 Any shares of Issued Stock common stock issued pursuant to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares terms of Issued Stock shall this Agreement will be subject to such stop-transfer orders the terms and other restrictions as conditions of a subscription agreement between the Company and the Consultant. 5. Non-Assignability of Services. Consultant's services under this contract are offered to Company only and may deem advisable not be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets. In the event of such merger or acquisition, all compensation to Consultant herein under the rules, regulations, schedules set forth herein shall remain due and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listedpayable, and any applicable federal compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or state securities lawpro-rating and shall be considered and remain fully paid and non-assessable. Notwithstanding the non-assignability of Consultant's services, Company shall assure that in the event of any merger, acquisition or similar change of form of entity, that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein and the preservation of the value thereof consistent with the rights granted to Consultant by the Company herein, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsshareholders. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration a. For undertaking this engagement and for the Services to the Companyother good and valuable consideration, the Company shall pay agrees to issue and deliver to the Consultant the "Commencement Bonus", payable in the form of 6,000,000 shares of the Company's 144 restricted common Stock ("Common Stock"). The Company also agrees to pay Consultant a fee (the “Fee”) retainer of $400.00 3,500 per day that month in cash beginning in month four of the Agreement. The Commencement Bonus shall be issued to the Consultant actually renders immediately following execution of this Agreement and shall, when issued to the ServicesConsultant, to be fully paid and non-assessable. The monthly retainer shall be paid to the Consultant in monthly installments due on each 30-day anniversary of the Effective Date with the first of each payment due on November 17, 2010. The Company also agrees to hire a third party vendor selected by the Consultant for $500 in cash per month during to implement an IR suite that mirrors the Term Company’s website immediately following execution of this Agreement. The Fee shall be paid in cash or converted into Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult with the Company's common stock based on Company and are a nonrefundable and non-ratable retainer. Such Shares are not a prepayment for future services. If the average of the previous months trading price. If, on Company attempts to terminate this Agreement prior to the expiration of its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the TermCompany to return any of the Shares paid to it hereunder. b. Consultant acknowledges that the shares of restricted Common Stock to be issued pursuant to this Agreement (collectively, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000"Shares") of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, as amended (the “Act”) or, in shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction a resale or transfer is in compliance with or exempt from the registration and prospectus requirements of Rule 144 of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.

Remuneration. 2.1 In consideration As full and complete compensation for services described in this Agreement, the Services Company shall compensate RWC as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue to the Consultant a "Commencement Bonus" of 75,000 shares of the Company's Common Stock ("Common Stock") to be delivered to Consultant within ten (10) business days of the signing of this Agreement and a $7,500.00 cash retainer fee. This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement and that the Company derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with Consultant. The 75,000 shares of Common Stock issued as a Commencement Bonus and the cash retaining fee, therefore, constitute payment for Consultant's agreement to consult to the Company and are a nonrefundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as a Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the 75,000 shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the 75,000 shares. In addition, the Company will within 10 days issue: a. 100,000 two year $1.15 purchase warrants b. 100,000 two year $1.50 purchase warrants c. 100,000 two year $1.80 purchase warrants Each warrant is callable at the Company's option if the stock price closes at least $0.50 cents above the exercise price for 5 consecutive days, and only when the shares underlying the warrants have been registered. The warrants will have a two year life, expiring February 18, 2006. 4.2 For performance under this Agreement on a month-to-month basis, beginning on April 18, 2004 and continuing on the eighteenth day of May, June, July and August 2004, so long as this Agreement has not been terminated, the Company shall pay to the Consultant a fee (the “Fee”) monthly Consultancy Fee consisting of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into 45,000 shares of the Company's common stock based on the average of the previous months trading priceCommon Stock. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and If the Consultant agree to do soreceives notice of termination of this Agreement on or before the tenth day of any month during the term, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked no Consultancy Fee shall be due or such renegotiated amount payable for each that month or part thereof during which for any month following the Consultant so continues to provide the Servicestermination date. 2.2 4.3 The Company shall issue Commencement Bonus shares issued pursuant to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which this agreement shall be issued and vest as follows: (i) 500,000 shares on March 31in the name of Redwood Consultants, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009LLC Tax ID # 68-047-3637. 4.4 With each transfer of shares of Common Stoc▇ ▇▇ ▇▇ ▇▇▇ued pursuant to this Agreement (a) The Issued collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and the rights and privileges conferred in whole or in part hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation a written opinion of law or otherwise), and counsel for the Company stating that said shares are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of them to Consultant has been duly authorized by the Company. Company warrants that all Shares issued to Consultant pursuant to this Agreement shall have no obligation been validly issued, fully paid and non-assessable and that the issuance and any transfer of them to transfer such sharesConsultant shall have been duly authorized by the Company's board of directors. 4.5 Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, unless the "Shares") have not been registered under the Securities Act of 1933, as amended (and accordingly are "restricted securities" within the “meaning of Rule 144 of the Act”) or. As such, in the Shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. 4.6 In connection with the acquisition of Shares hereunder, the Consultant represents and warrants to the Company, such transaction is in compliance with to the best of its/his knowledge, as follows: (a) Consultant acknowledges that the Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or exempt from the registration and prospectus requirements other representatives of the Act. The Company concerning an investment in the Shares, and any additional information which the Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETOhas requested. (b) The certificate may also bear additional inscriptions that Consultant's investment in restricted securities is reasonable in relation to the CompanyConsultant's net worth, which is in its sole excess of ten (10) times the Consultant's cost basis in the Shares. Consultant has had experience in investments in restricted and absolute discretionpublicly traded securities, otherwise deems are required by federal, state, foreign or local and Consultant has had experience in investments in speculative securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions investments which involve the risk of loss of investment. Consultant acknowledges that an investment in the Shares is speculative and involves the risk of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant can afford the risk of loss of his entire investment in the Shares. Consultant is (i) an accredited investor, as the Company may deem advisable that term is defined in Regulation D promulgated under the rules, regulationsSecurities Act of 1933, and other requirements (ii) a purchaser described in Section 25102 (f) (2) of the US California Corporate Securities and Exchange CommissionLaw of 1968, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictionsas amended. (c) The Issued Stock Consultant is subject to all restrictions in this Agreement. By acceptance of acquiring the Issued Stock, Shares for the Consultant agrees that the Issued Stock will be held Consultant's own account for long-term investment and will not be held with a view toward resale or distribution thereof except in accordance with applicable securities laws. 4.7 Additionally, for a period of two years after the effective date hereof, should the Company make any public offering of its securities pursuant to their distributionan effective registration statement under the Securities Act of 1933 (with the exception of an offering included on Form S-4 or Form S-8), as that term is used in the Actamended, unless in the opinion of counsel to the CompanyConsultant shall be entitled, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require agrees, to include in such registration any or all of the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable common stock given to Consultant pursuant to Section 2 hereof, by the Company as consideration hereunder [commonly referred to as "Piggyback Registration Rights"]. All such registration rights shall pay directly, or reimburse Consultant for, its reasonable Outbe subject to customary market stand-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expensesoff and underwriter cutback provisions.

Remuneration. 2.1 In consideration As full and complete compensation for Consultant’s agreement to perform the Services, the Company shall compensate the Consultant as follows: a. For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a “Commencement Bonus”, payable in the form of 1,000,000 shares of the Company’s 144 restricted Common Stock (“Common Stock”) and $0.00 in cash. The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult with the Company and are a nonrefundable and non-ratable retainer (with the exception of the provisions set forth in Section 15 below). Such Shares are not a prepayment for future services. If the Company attempts to terminate this Agreement prior to the expiration of Initial ______,______ 2 its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. Consultant aggress to a leak out provision for the Services Common Stock and is limited to selling 200,000 shares per month once the restriction has been lifted from the certificate. b. The Company will also pay the Consultant a $5,000 per month maintenance fee which is due on the 15th of each month with the 1st payment due immediately upon the execution of this agreement. However, Consultant aggress to accrue to 1st two payments for up to sixty (60) days from the signing of this contract, as well as accruing $2,000 of the $5,000 monthly maintenance fee for up to six (6) months. c. All shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Consultant. The Company agrees that all shares of Common Stock issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next Registration Statement filed by the Company with the Securities and Exchange Commission (“SEC”), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company shall pay to return any of the Common Stock issued to Consultant. d. Consultant a fee acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, the “FeeShares”) of $400.00 per day that the Consultant actually renders the Services, to be paid monthly on the first of each month during the Term of this Agreement. The Fee shall be paid in cash or converted into shares of the Company's common stock based on the average of the previous months trading price. If, on the expiration of the Term, the Company desires that Consultant continue providing the Services and the Consultant agree to do so, the Company shall, unless the parties agree otherwise, continue to pay to the Consultant the sum of $400.00 per day actually worked or such renegotiated amount for each month or part thereof during which the Consultant so continues to provide the Services. 2.2 The Company shall issue to Consultant Two Million shares (2,000,000) of the Company’s Common Stock (“Issued Stock”), which shall be issued and vest as follows: (i) 500,000 shares on March 31, 2009; (ii) 500,000 shares on June 30, 2009; (iii) 500,000 shares on September 30, 2009; and, (ii) 500,000 shares on December 31, 2009. (a) The Issued Stock and the rights and privileges conferred in whole or in part hereby may have not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Company shall have no obligation to transfer such shares, unless been registered under the Securities Act of 19331933 and accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, as amended (the “Act”) or, in shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company, Company that such transaction a resale or transfer is in compliance with or exempt from the registration and prospectus requirements of Rule 144 of the Act. The Consultant shall pay all costs incurred by the Company in such a transaction, including but not limited to legal fees and costs. The Issued Stock shall not be subject to levy and execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Issued Stock, or any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon the levy or execution, attachment or similar process on the Issued Stock or the rights and privileges conferred under this Agreement, the Company shall have the right to buy back the Issued Stock, in whole or in part, at a purchase price of $0.001 per share. Each certificate or other documentation evidencing the ownership of any shares of Issued Stock to be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT AND THE STATE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION THEREOF, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR THE SECURITIES ACT OR BLUE SKY ACT OF ANY STATE HAVING JURISDICTION WITH RESPECT THERETO. (b) The certificate may also bear additional inscriptions that the Company, in its sole and absolute discretion, otherwise deems are required by federal, state, foreign or local securities laws. All shares of Issued Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the US Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any certificates evidencing such shares to make appropriate reference to such restrictions. (c) The Issued Stock is subject to all restrictions in this Agreement. By acceptance of the Issued Stock, the Consultant agrees that the Issued Stock will be held for investment and will not be held with a view to their distribution, as that term is used in the Act, unless in the opinion of counsel to the Company, such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. As a condition of this Agreement, the Company may require the Consultant to confirm any factual matters reasonably requested by counsel for the Company. THE CONSULTANT UNDERSTANDS THAT THE ISSUED STOCK WILL NOT BE REGISTERED AT THE TIME THIS AGREEMENT UNDER THE SECURITIES ACT. THE CONSULTANT REPRESENTS THAT IT IS EXPERIENCED IN EVALUATING COMPANIES SUCH AS THE COMPANY, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT, AND HAS THE ABILITY TO SUFFER THE TOTAL LOSS OF THE INVESTMENT. THE CONSULTANT FURTHER REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE ISSUED STOCK, THE COMMON STOCK, AND THE BUSINESS OF THE COMPANY, AND TO OBTAIN ADDITIONAL INFORMATION TO SUCH CONSULTANT’S SATISFACTION. THE CONSULTANT FURTHER REPRESENTS THAT IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D UNDER THE ACT, AS PRESENTLY IN EFFECT. 2.3 In addition to the Fees payable to Consultant pursuant to Section 2 hereof, the Company shall pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses incurred in connection with the performance of the Services, provided that the Consultant obtains the Company’s prior written authorization being incurring any Out-of-Pocket-Expenses.Initial ______,______ 3