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Consulting Services Agreement

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Date: 4/20/2007

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THIS AGREEMENT , made this 16 th day of April 2007, by and between Rocky Mountain Fudge Company, Inc. , a Nevada corporation (“ RMFC ”) and Ronald Moulton (“ Consultant ”). In consideration of the compensation hereinafter agreed and the covenants and agreements herein contained, the parties hereto mutually agree as follows:


1.   Independent Contractor . Consultant will be deemed at all times to be an independent contractor. Consultant is not, for any purposes, an employee or agent of RMFC and Consultant agrees not to make any representation to the contrary. Consultant understands and agrees that as an independent contractor he does not have any authority to sign contracts, notes, obligations, to make any purchases or to acquire or dispose of any property on behalf of RMFC , unless otherwise directed and authorized in writing by an officer of RMFC . RMFC understands and agrees that as an arms length independent contractor, Consultant does not have any obligations or liability with respect to any contracts, notes, obligations, purchases, acquisitions or dispositions of any property on behalf of RMFC and RMFC agrees to indemnify and save harmless Consultant from any and all claims arising from these transactions.


2.   Character and Extent of Services . Consultant will provide consulting and advisory services in connection with RMFC’s business development and production and marketing strategies. The services will be performed by Consultant and will include, but not be limited to the following:


  Assist in the production and marketing of product and in strategic planning;

  Attend exhibits, functions and other events where attendance will benefit RMFC ;

  Provide business guidance to RMFC management;

  Provide advice to the Board of Directors; and

  Perform such other services as are mutually agreed upon by Consultant and RMFC .


3.   Term . This Agreement and the services to be performed hereunder will commence on the 17 th day of April 2007 and for a period of three years thereafter. This Agreement will be automatically renewed for an additional three years, unless otherwise terminated by either party with a minimum of fifteen (15) days written notice prior to the renewal date. Thereafter either party may terminate the Agreement at any time with

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