CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS AGREEMENT, dated as of June 1, 2005, is entered into by and between Mark Anthony, with a mailing address at P.O. Box 110310, Naples, Florida 34108-0106 (“Consultant”) and APEX Wealth Enterprises, Ltd., a British Virgin Islands Corporation (the “Company”).

RECITALS

Whereas, the Consultant desires to provide the financial advisory services (the “Services”) set forth in Section 3 hereof to the Company and the Company desires to retain the Consultant.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.

Retention.  The Company hereby agrees to retain the Consultant, and the Consultant agrees to be retained by the Company, to perform the Services as a Consultant to the Company on the terms and conditions set forth herein.  The parties agree that the Consultant shall be retained by the Company as an independent contractor on a consulting basis, not as an employee of the Company.

2.

Term.  The term of this Agreement shall commence on the date hereof and shall end on June 1, 2006, unless terminated earlier pursuant to Section 6 hereof.

3.

Duties of Consultant. Consultant shall provide services to the Company from time to time with respect to the operation of the Company’s business, including but not limited to consulting with respect to investor and public relations, introduction to, and communications and co-ordinations, mergers and acquisitions, corporate filings, market strategies, structure of deals and strategic relationships and alliances, and assisting the Company in obtaining equity or debt financing, and such other matters as the Company and Consultant shall mutually agree upon. Consultant’s services shall be rendered at such time as the Company and Consultant shall mutually agree. The Company acknowledges that Consultant has other business and employment arrangements and Consultant shall be required to devote only such time to consulting services for the Company as shall be reasonably required to perform such services.

4.

Compensation for Services.  In consideration for the consulting services rendered and to be rendered by Consultant to the Company, the Company hereby agrees to issue to the Consultant 300,000 shares of the Company’s common stock which will be restricted shares of common stock pursuant to SEC Rule 144 and as such, will bear a restrictive legend or other restrictions on transfer or resale and 100,000 shares of the Company’s common stock which will be registered by the Company pursuant to the Securities Act of 1933 on Form s-8 (the “S-8 Shares”), and as such, will bear no restrictive legend or other restrictions on transfer or resale.  These issuances will place as promptly as practicable after execution of this Agreement.

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5.

Confidentiality. Consultant acknowledges that as a consequence of its relationship with the Company, it has been and will continue to be given access to ideas, trade secrets, methods, customer information, business plans and other confidential and proprietary information of the Company (collectively, “Confidential Information”). Consultant agrees that it shall maintain in confidence, and shall not disclose directly or indirectly, to any third parties or use for any purposes (other than performance hereof), any Confidential Information for the term of this Agreement and a period of seven years thereafter, unless previously approved by the Company in writing.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Section 5 are not performed by the Consultant in accordance with their specific terms or otherwise breached by the Consultant.  It is accordingly agreed that the Company shall be entitled to any injunction or injunctions to prevent breaches of this Section 5 and to enforce specifically the terms and provisions hereof in any court of the United States or any State having jurisdiction in addition to any other