CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1^st day of January, 2005

BETWEEN:

And:

Whereas:

A. The company wishes to engage the services of the consultant

B. The consultant has agreed to provide consulting services to the company and to expend such amount of its time as is necessary to provide the same, on the terms set forth herein,

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and premises set forth herein, and for other good and valuable consideration ( the receipt and sufficiency of which is hereby acknowledged) the parties hereto agree as follows:

The Company hereby appoints the consultant to provide consulting services for the benefit of the company as particularly set forth in Schedule "A" attached hereto (the "Services") and the Company hereby authorizes the consultant to exercise such powers as provided under this agreement. The Consultant accepts such appointment and authority on terms and conditions herein set forth.

The consultant is now and shall remain an independent contractor and nothing contained in this agreement is intended to create or shall be construed so as to create an agency or employment relationship, a partnership or a joint venture between the company and the consultant.

The consultant will be subject to the direction of the Directors of the Company and shall keep the Board informed as to all material matters concerning the Consultant's activities.

Compensation for the services to be rendered by the Consultant pursuant to this agreement shall be payable upon completion of an acquisition as outlined in Schedule "A". Upon an acquisition, the Compa