CONSULTING AGREEMENT

                              CONSULTING AGREEMENT


         CONSULTING AGREEMENT (this "Agreement") dated as of December 1st, 2008,
between Turbodyne Technologies, Inc., and (the Company"), a Nevada corporation,
and John Adams ("Consultant").

          WHEREAS, the Company desires to engage Consultant to act as Chief
Executive Officer and a director on the Company's board of directors and assist
it with various functions as requested by the Company and agreed to by
Consultant from time to time, as set forth hereinafter and ;

         WHEREAS, Consultant has experience in the business, is qualified to and
desires to render such consulting and advisory services to the Company. (the
"Services");

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1. Effectiveness; Retention of Consultant; Services to be Performed

                   (a) Effective as of the date of this Agreement the Company
engages Consultant to provide the Services during the Term (as defined in
paragraph 3) and Consultant hereby accepts such engagement and agrees to perform
the Services for the Company upon the terms and conditions set forth herein.
During the Term, Consultant shall devote such attention as needed to perform the
services required by this Agreement. This is not expected to be "full time"

                  (c) Consultant shall perform the Services hereunder at such
locations as are agreed to be appropriate for Consultant to perform his duties
under this Agreement. Under no circumstances shall Company expect Consultant to
relocate his residence. Travel requirements are expected to be minimal.

         2 Independent Contractor. In rendering services hereunder, Consultant
shall be acting as an independent contractor, workspace and managing his own
hours of work as determined by Consultant to fulfill the engagement, and not as
an employee of the Company. In Consultant's role as CEO, Consultant will be
acting on behalf of the Company and will commit the Company to actions. This
will be done appropriately to increase the value of the Company and in
accordance with the directions of the Board of Directors. Nothing contained in
this Agreement shall be construed or applied to create a partnership. Consultant
shall be responsible for the payment of all federal, state or local taxes
payable with respect to all amounts paid to Consultant under this Agreement;
provided, however, that if the Company is determined to be liable for collection
and/or remittance of any such taxes, Consultant shall reimburse the Company for
all such payments made by the Company, within a reasonable period of time and
provision of appropriate documentation.

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         3 Term. Unless terminated at an earlier date in accordance with
Paragraph 7, this Agreement shall terminate three years from the date of this
Agreement (the "Term").

         4 Compensation.

         (a) As compensation for Consultant's services hereunder, the Company
will pay Consultant consideration in the form of 12,000,000 shares of the
Company's common stock (the "Shares"). The Shares will be restricted from
transfer and will vest in accordance to vesting repurchase agreement defined in
i, ii, and iii below ("Vesting Agreement") The Shares shall be subject to
repurchase by the Company and such repurchase agreement will terminate in
accordance with the following schedule:


                  i 4,000,000 Shares shall be "service based" and the repurchase
         agreement will terminate at the end of each month on 111,111.11 Shares
         for each month of service.

                  ii. 4,000,000 Shares shall be "revenue based" and the
         repurchase agreement shall terminate upon filing of a report with the
         Securities & Exchange Commission containing reviewed or audited
         statements reflecting the recognition of revenue for the first sale of
         a production model of a Company product after the date hereof provided
         payment is made therefore and the product is not returned and provided
         such sale occurs during the period that the Consultant has provided
         services hereunder or pursuant to the Employment Agreement.

                  iii. 4,000,000 Shares shall be "EBITDA based" and the
         repurchase agreement will terminate upon filing of reports with the
         Securities & Exchange Commission containing reviewed or audited
         statements reflecting total EBITA or earnings before taxes, interest or
         amortization , of $1,000,000 and provided that such sales occur during
         the period that the Consultant has provided services hereunder or
         pursuant to the Employment Agreement.

         It is understood that a separate repurchase agreement will be entered
         into between the Company and Consultant that will govern the terms and
         address tax implications in connection with the compensation in this
         section 4(i), 4(ii) and 4(iii).

         5 Expenses. Consultant shall be reimbursed, in accordance with the
policies and procedures that the Company establishes from time to time, for all
reasonable and necessary out-of-pocket expenses that Consultant incurs in
performing the services hereunder, including, without limitation, reasonable
travel expenses incurred by Consultant.

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         6 Protection of Trade Secrets, Know-How and/or Other Confidential
Information of the Company.

The position of CEO is of importance to the Company. It is naturally expected
that the CEO will work to enhance the value and growth of the Company and will
not disclose or misappropriate anything that would harm the Company. Even so, it
is important to protect the core value of the Company which lies in it
intellectual property and confidential information.

         (a) Consultant shall not divulge, furnish or make accessible to anyone
or use in any way (other than in accordance with the provisions herein or the
written policies of the Company) any confidential or secret knowledge or
information of the Company that Consultant has acquired or become acquainted
with during engagement by the Company or any affiliated companies prior to the
Term or will that he may acquire or become acquainted with during the Term,
whether developed by Consultant or by others, concerning any trade secrets or
confidential information. Trade Secrets and Confidential Information shall refer
to any and all trade secrets and confidential information , including but not
limited to all confidential or secret designs, processes, formulae, products or
future products, plans, devices or material (whether or not patented or
patentable) directly or indirectly related in any aspect of the business of the
Company, any customer or supplier lists of the Company, any confidential or
secret development or research work of the Company, or any other confidential
information or secret aspects of the business of the Company ("Company
Confidential Information")

         (b) . It is agreed that all materials produced for the Company by
Consultant, including any data collected or information produced for Company by
Consultant as well as Software, tools and other instrumentation or intellectual
property, or other inventions ( individually and collectively" Company
Intellectual Property"), created by Consultant during and/or as a result of the
engagement hereunder, shall be the property of the Company, free and clear of
all claims. Consultant shall retain no claim or assert any claim of authorship
therein. All rights therein of Consultant, if any, are hereby assigned to the
Company irrespective of whether such works constitute "works for hire". At the
request of the Company Consultant shall execute such documents as the Company
may desire to evidence or effect its ownership in the Company Intellectual
Property. All Company Intellectual Property , shall also be deemed Company
Confidential Information and subject as such to the provisions of this Agreement
relating to such information.

         (c) Upon termination of this Agreement, Consultant shall deliver to the
Company all property that is in his possession and that is the Company's
property or relates to the Company's business, including, but not limited to
corporate records, notes, data, memoranda, software, electronic information,
models, equipment, and any copies of the same. Consultant shall permanently
delete all of his electronic data containing such property after delivering such
data to the Company.

         (d) The parties acknowledges that the Company Confidential Information
constitutes a unique and valuable asset of the Company , acquired and developed
at great time and expense by the Company and predecessors, and that any
disclosure or other use of such knowledge or information other than for the sole
benefit of the Company would be wrongful and would cause irreparable harm to the
Company. Both during and after the Term Company and Consultant will refrain from

                                       -3-
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any acts or omissions that would reduce the value of such Company Confidential
Information or Consultant Confidential Information to the respective