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Exhibit10.1
CONSULTING AGREEMENT
This
Consulting Agreement (this "Agreement") is entered into as of the
24th
day of April, 2007 by and between Millennium Quest, Inc., a
Delaware corporation
(the "Company"),
and Heritage
Management
Consultants,
Inc., a corporation
organized under the laws of South Carolina ("Heritage" or "the
"Consultant").
RECITALS
Whereas, Consultant
is willing to provide
to the Company the
consulting
services identified in this Agreement; and.
Whereas, the
Company is willing to
engage Consultant
as an independent
contractor, and not as
an employee,
on the terms and conditions set forth
herein.
AGREEMENT
In
consideration
of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree
as follows:
1. Engagement.
The Company hereby engages Consultant as an independent
contractor to provide
assistance to the
Company in its efforts to consummate a
combination
transaction with a
privately held entity
with current business
operations.
2. Term. This
Agreement will commence on the date first written
above, and
unless modified by the mutual written agreement of the parties,
shall continue
until such time a as a going public transaction is consummated.
3. Compensation. In consideration of the services to be performed
by Consultant,
the Company agrees to issue to Consultant 1,642,000 shares of restricted
common
stock.
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