CONSULTING AGREEMENT

CONSULTING AGREEMENT

This consulting agreement (this "Agreement") is made this 17th day of June,

2005, between CIMBIX CORPORATION, a bulletin board public company ("CBXC"),

and RON BALCONI ("BALCONI") a Consultant (collectively the "Parties" and

each individually a "Party").

RECITALS:

BALCONI is a consultant who desire to provide consulting services to CBXC;

and

CBXC desires to retain BALCONI as a product development and due diligence

consultant.

NOW THEREFORE, in consideration of their mutual promises made herein, and

for other good and valuable consideration, receipt of which is hereby

acknowledged by each Party, the Parties, intending to be legally bound,

hereby agree as follows:

I. Recitals. The Parties agree that the foregoing recitals are true

and correct and are incorporated herein by reference.

II. Engagement. CBXC hereby engages BALCONI and CBXC hereby accepts

such engagement upon the terms and conditions set forth in this Agreement.

A. Duties: BALCONI is engaged by CBXC as a product development and due

diligence consultant, to represent CBXC and its business in the

United States; to assist CBXC in expanding its business operations in

"business consulting" services and trade. BALCONI will report

directly to the board of directors of CBXC. The term of this Agreement

begins immediately.

B. Terms: Subject to the terms of this Agreement relating to termination,

this Agreement shall continue in full force and effect for a term of

twelve (12) months from the date thereof, and may be renewed for

successive periods of twelve (12) months thereafter by the mutual

written agreement of the Parties hereto made at least one (1) month

prior to the expiration of such term.

C. Fee Structure:

1. Time is of the Essence: Time is of the essence with respect to

the Parties' respective obligations under this Agreement.

2. Amount of Fee: CBXC hereby agrees to issue to BALCONI, and BALCONI

agrees to accept from CBXC, three hundred thousand (300,000) shares of

common stock of CBXC, which will be registered by CBXC on a Registration

Statement Form S-8 with the Securities and Exchange Commission.

3. Timing of Payment of Fee: CBXC shall pay and release Shares to

BALCONI upon satisfaction of performance from time to time in stages

commencing within thirty (30) days from filing of the Registration

Statement. Failure of CBXC to finally pay any Shares within thirty (30)

days after the applicable due date shall be deemed a material breach of

this Agreement, justifying suspension of the performance of the Services

provided by BALCONI and will be sufficient cause for immediate

termination of this Agreement by BALCONI, and such breach will cause

this Agreement to be null and void.

D. Independent Contractors: In all matters relating to this Agreement and

otherwise, the Parties hereto shall be and act as independent

contractors, neither shall be the employee or agent of the other, and

each shall assume any and all liabilities for its own acts. As a result

of his independent contractor status, BALCONI, and not CBXC, shall

be responsible for any and all income taxes and any and all other

employment related taxes or assessments which may be required of

BALCONI in his jurisdiction. Neither Party shall have any authority to

create any obligations, express or implied, on behalf of the other

Party and neither Party shall have any authority to represent the other

Party as an employee or in any capacity other than as herein provided.

III. Termination: This Agreement may be terminated by written notice of

either Party hereto forwarded to the other Party hereto. This Agreement shall

be binding on the Parties hereto for the Term provided herein, unless

terminated as provided herein.

IV. Arbitration: Any controversy or claim arising out of or relating to this

Agreement, or the breach thereof, or its interpretation or effectiveness, and

which is not settled between the Parties themselves, shall be settled by binding

arbitration in Washington and judgment upon the award may be entered in any

court having jurisdiction thereof. Nothing, however, contained herein shall

limit CBXC's rights to injunctive relief as set out in Paragraph V of this

Agreement The prevailing Party in any litigation, arbitration or mediation

relating to collection of fees, or any other matter under this Agreement, shall

be entitled to recover all its costs, if any, including without limitation,

reasonable attorney's fees, from the other Party for all matters, including, but

not limited to, appeals.

V. Injunctive Relief: BALCONI agrees that his violation or threatened

violation of any of the provisions of this Agreement shall cause immediate

and irr