CONSULTING AGREEMENT

CONSULTING AGREEMENT

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This Consulting Agreement (the "Agreement") is entered into as of January

5, 2005, by and between National Parking Systems, Inc., a Nevada corporation

(the "Company"), and London Finance Group, Ltd., a California corporation, or

its designees ("Consultant").

WHEREAS, the Company desires to acquire or merge with other businesses,

dispose of businesses or assets, enter into strategic relationships, and/or

enter into investment banking relationships, and to secure valuable management

consulting to assist the Company in its operations, strategy and in its

negotiations with vendors, customers and strategic partners (the "Company

Objectives");

WHEREAS, the Company recognizes that the Consultant can contribute to

finding, analyzing, structuring and negotiating business sales and/or

acquisitions, joint ventures, alliances and other desirable projects, including

the Company Objectives, which contribution is of great value to the Company and

its shareholders;

WHEREAS, the Company believes it to be important both to the future

prosperity of the Company Objectives and to the Company's general interest to

retain Consultant, on a non-exclusive basis, and have Consultant available to

the Company for consulting services in the manner and subject to the terms,

covenants, and conditions set forth herein;

WHEREAS, in order to accomplish the foregoing, the Company and Consultant

desire to enter into this Agreement, effective as of January 5, 2005, to provide

certain assurances as set forth herein.

NOW THEREFORE, in view of the foregoing and in consideration of the

premises and mutual representations, warranties, covenants and promises

contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound hereby, agree as follows:

1. Retention. The Company hereby retains the Consultant during the

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Consulting Period (as defined in Section 2 below), and Consultant hereby agrees

to be so retained by the Company, all subject to the terms and provisions of

this Agreement.

2. Consulting Period. The Consulting Period shall commence on January 5,

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2005 and terminate no earlier than January 31, 2007. After January 31, 2007,

either party may terminate this agreement upon at least 90 days prior written

notice.

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3. Duties of Consultant. During the Consulting Period, the Consultant shall

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use its reasonable and best efforts to perform those actions and

responsibilities necessary to assist the Company with achieving the Company

Objectives, as instructed by the Company from time to time, including (i)

identifying, analyzing, structuring and/or negotiating business sales and/or

acquisitions, including without limitation, merger agreements, stock purchase

agreements, and any other agreements relating to such sales or acquisitions

(provided that Consultant shall not engage in any capital raising activities),

(ii) assist the Company in its corporate strategies, (iii) assist the Company in

the implementation of its business plan, (iv) assist the Company in the

negotiation, documentation and closing of strategic alliances, partnerships,

joint ventures, consulting agreements and agreements for the sale of the

Company's products, in each case as requested by the Company (the "Services").

If the Company, in its sole and absolute discretion, determines to undertake one

or more transactions described above, the Company shall use its best efforts to

provide all necessary financing required in order to purchase businesses

approved by the Company, including cash or securities. Consultant shall render

such Services diligently and to the best of its ability. Notwithstanding

anything herein to the contrary, Consultant shall not engage in any capital

raising activity, and shall not be responsible for selling, or soliciting the

sale of, any securities, or maintaining a market for the Company's securities.

The Company may engage such other consultants, investment bankers or other

advisers with respect to the activities set forth in the immediately preceding

sentence as the Company shall deem appropriate in its sole and absolute

discretion, and Consultant shall not be entitled to any fees or commissions

arising out of the activities of such other consultants, investment bankers or

other advisors, unless Consultant provides Services with respect to such

activities, subject to the limitations set forth in the second sentence of

Section 5(c) hereof.

4. Other Activities of Consultant. The Company recognizes that Consultant

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shall perform and be compensated for only those services that are reasonably

required to accomplish the goals and objectives set forth herein, and that

Consultant shall provide services to other businesses and entities other than

the Company. Consultant shall be free to directly or indirectly own, manage,

operate, join, purchase, organize or take preparatory steps for the organization

of, build, control, finance, acquire, lease or invest or participate in the

ownership, management, operation, control or financing of, or be connected as an

officer, director, employee, partner, principal, manager, agent, representative,

associate, consultant, investor, advisor or otherwise with (collectively, be

"Affiliated" with), any business or enterprise, or permit its name or any part

thereof to be used in connection with any business or enterprise, engaged in any

business. Consultant may be Affiliated with any entity or entities which may

provide services to the Company; provided, however, that the Company shall not

be required to engage any such entity Affiliated with Consultant for any purpose

whatsoever.

5. Compensation. In consideration for Consultant entering into this

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Agreement and the Services provided hereunder, the Company shall compensate

Consultant as follows:

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a. Monthly Fees and Benefits:

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i. Retainer. The Company shall pay to Consultant a non-refundable

retainer in the amount of Five Thousand Dollars ($5,000) per month. In

addition, the Company shall issue to Consultant 3,000,000 shares of

the Company's common stock, which shall be registered as promptly as

practicable as described in Section 3(b) below.

ii. Expenses. The Company shall pay all reasonable expenses incurred

during the Consulting Period by the Consultant for business purposes

related to or in furtherance of the goals and objectives of the

Company and/or the provision of the Services (collectively, "Company

Purposes"), including, without limitation, expenses incurred with

respect to the Consultant's travel (including first class travel),

meals, entertainment, lodging and other customary and reasonable

expenses for Company Purposes. The Company shall pay such expenses

directly, or, upon submission of bills, receipts and/or vouchers by

the Consultant, by direct reimbursement to the Consultant.

b. Warrants. The Company shall issue to Consultant or its designees a

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warrant to purchase up to an aggregate of 1,000,000 shares of Common Stock at an

exercise price of $0.10 per share, which shall vest immediately, and which may

be exercised at any time after the date hereof, substantially in the form

attached hereto (the "Warrants"). The common stock issuable upon exercise of

the Warrants shall be registered by the Company at its expense as soon as

practicable after the date hereof (but in no event later than the date the

Company files its first registration statement after the date hereof) on Form

S-8, if available, or on any other form of registration statement if Form S-8 is

not available in the reasonable opinion of the Company's board of directors or

its counsel.

c. Fees for Acquisition Transactions. The Company shall pay to the

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Consultant a fee equal to ten percent (10%) of the aggregate consideration paid

for any acquisition or sale by the Company of any business, corporation or

division (a "Target"), including, but not limited to, acquisitions by stock

purchase agreement, merger agreement, plan of reorganization, asset purchase

agreement or license agreement, which fee shall be paid to Consultant when the

consideration paid or received by the Company is actually paid or received by

the Company. For purposes hereof, the aggregate consideration paid shall

include all cash and stock paid to the seller or sellers of a Target upon

closing of the transaction in addition to any contingent payments to the seller

or sellers, including without limitation, earn-outs, as if all performance

targets are met, as well as any debts or liabilities assumed by the Company,

including without limitation any debts for which the Company issues a guarantee.

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d. Third Party Commissions. Consultant and/or its Affiliates shall be

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entitled to share in any fees or commissions payable by third parties on any

transaction described in Section 5(c), including, but not limited to, any fees

payable to Consultant by a third party lender, financing partner, or other

party, or a seller of a corporation or business, including, without limitation,

investment banking fees or commissions, business brokerage fees or commissions,

finders fees, or any other fee payable by a third party to Consultant for any

reason including the identification of the Company as a potential purchaser or

seller of such corporation or business (a "Transaction Commission"). The

Company hereby waives any conflict of interest that may arise due to any

transaction wherein Consultant receives such a Transaction Commission,

including, but not limited to, any conflict of interest which may arise as a

result of the dual representation by Consultant of the seller or purchaser of a

corporation or business on the one hand, and the Company on the other.

e. Fees Paid in Common Stock. The Company, at its option and with the

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consent of Consultant, may pay fees due under paragraph (c) of this Section 5 by

issuance of Restricted Common Stock or freely tradeable, registered Common

Stock. Restricted Common Stock shall be issued at a rate equal to the lesser of

(i) fifty percent (50%) of the Market Price of the Company's common stock on the

day prior to the closing date of a transaction which entitles the Consultant to

receive such fees, or (ii) $0.10 per share. Registered Common Stock, without

restrictive legend, issued pursuant to an effective and current registration

statement, shall be issued at the rate equal to seventy percent (70%) of the

Market Price of the Company's common stock on the day prior to the closing date

of a transaction which entitles the Consultant to receive such fees. For

purposes of this Section 5(e), the term "Market Price" as of a particular date

shall mean the average of the three lowest closing prices of the common stock of

the Company reported for the twenty trading days ending on the date in question.

All fees payable hereunder shall be paid within seven business days following

the closing date of a transaction which entitles the Consultant to receive such

fees. In the event the Common Stock of the Company is not then listed on a

national securities exchange or market, then, at the Consultant's option, the

Company shall pay all fees due under paragraph (c) of this Section 5 either (i)

in the form of, and based on the same value established by, the consideration

paid or received in the transaction triggering such fees, or (ii) in cash.

f. Common Stock Issuance. All references to numbers of shares of common

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stock herein shall refer to shares of common stock the Company, or, in the event

the Company is acquired by any public company, of such acquiring company after

giving effect to all stock splits effective on or prior to the date which is 30

days following the acquisition of the Company by any such publicly traded

company.

g. It is understood that with respect to any financing or acquisition

transaction, Consultant will act or is acting as a finder only, is not a

licensed securities or real estate broker or dealer, and shall have no authority

to enter into any commitments on the Company's behalf, or to negotiate the terms

of any financing or acquisition, or to hold any funds or securities in

connection with any financing or acquisition, or to perform any act which would

require the Consultant to become licensed as a securities or real estate broker

or dealer.

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6. Registration Rights. In the event the Company shall at any time and from

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time to time file a registration statement with the Securities and Exchange

Commission, if permitted by applicable securities laws, rules and regulations

applicable to the type of registration statement the Company is filing, the

Company shall register any shares of common stock of the Company then

beneficially owned by Consultant or its Affiliates, or any Affiliates of the

principals of Consultant, to the extent not otherwise restricted by applicable

law. The Company shall provide to Consultant not less than ten business day's

notice prior to any filing of any such registration statement, and shall include

on such registration statement such shares as may be reasonably requested by

Consultant, subject to any cutbacks reasonably required by the managing

underwriter of any fully underwritten offering where the Company is not acting

as the underwriter.

7. Termination. Subject to the cure provisions contained herein, the

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Company may terminate the Consulting Period upon written notice for Cause at any

time. Cause shall mean that during the Consulting Period, the Consultant

engaged in gross and willful misconduct that is materially and significantly

injurious to the Company, and, after written notice of such conduct, Consultant

has failed to cure such gross and willful misconduct within 30 days. Any

termination pursuant to this section shall be communicated by written Notice of

Intended Termination. For purposes of this Agreement, a "Notice of Intended

Termination" shall mean a notice which shall clearly state the specific

termination provision in this Agreement relied upon and shall set forth in

reasonable and specific detail the facts and circumstances claimed to provide a

basis for termination of the Consulting Period. No Notice of Intended

Termination shall be valid unless it is signed by at least a majority of the

board of directors of the Company (the "Board").

a. Not less than 15 days after receipt of the Notice of Intended

Termination, Consultant shall have the opportunity to a full, complete

and fair hearing in the presence of the entire Board. Not less than 10

days prior to the hearing, the Board shall present to Consultant its

reasons for the termination, including the specific actions,

inactions, omissions or other facts relied upon by the Board in making

its determination that Consultant has engaged in gross and willful

misconduct and that the Company has the right to terminate this

Agreement for Cause. Consultant shall have the right to attempt to

rebut any evidence or allegations of wrongdoing at the hearing and

shall have the right to be represented, at Consultant's expense, by

counsel of Consultant's choice at such hearing. After such hearing,

should the Board determine that this Agreement may properly be

terminated for Cause, it shall issue a written Final Notice of

Termination to Consultant, signed by at least a majority of the Board,

setting forth in detail the specific facts, conclusions and findings

of the Board in determining that Cause exists for the termination of

this Agreement. The Final Notice of Termination shall contain an

effective termination date, which effective termination date shall be

no less than thirty (30) days from the date of the Final N