CONSULTING AGREEMENT

1)

Term and Termination of Consultancy . The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing on the effective date and ending May 10, 2010, provided however, that this Agreement may be terminated by the Company at any time prior to the Termination Date.

2)

Duties of Consultant. The Consultant agrees that it will generally provide the following consulting services:

a)

Assist the Company in raising capital through introductions (it is understood the Consultant is not an “Investment banking” firm);

b)

Consult and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, and creating the foundation for subsequent financial public relations efforts;

c)

Introduce the Company to the financial community;

d)

With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company’s plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community;

e)

Assist and consult with the Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally;

f)

Perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company); preparing reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such, reports and communications; and, at the Company’s request and subject to

the Company’s securing its own rights to the use of its names, marks, and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image;

g)

Upon the Company’s direction and approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public;

h)

Upon the Company’s approval, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding the Company’s plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public;

i)

At the Company’s request, review business plans, strategies, mission statements budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications thereof; and,

j)

Otherwise perform as the Company’s consultant for public relations and relations with financial professionals.

3)

Allocation of Time and Energies . Consultant agrees to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and fully authorized representatives of the Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Although no specific hours-per-day requirement will be required, Consultant agrees that it will perform the duties set forth in this Agreement in a diligent and professional manner It is explicitly understood that Consultant’s performance of its duties hereunder will in no way be measured by the price of the Company’s common stock, nor the trading volume of the Company’s common stock. It is also understood that the Company is entering into this Agreement with the Consultant, and not any individual member of the Consultant. Consultant will not be deemed to have breached this agreement if any member, officer or director of Consultant leaves the firm or dies or becomes physically unable to perform any meaningful activities during the term of the Agreement, provided the Consultant otherwise performs its obligations under this Agreement.

4)

Compensation . As full and complete compensation for undertaking this engagement and for performance the services described in herein, the Company shall:

a)

Issue and deliver to Consultant an aggregate of 1,880,000 fully paid and non-assessable shares of restricted common stock of the Company, at a price of $0.00 per share (the “Shares”), and in addition:

Michael Bayes: Two hundred Thousand (200,000) shares, at a price of $0.00 per share fully paid and non-assessable restricted common stock of the Company.

Paul Cicco: Twenty Thousand (20,000) shares, at a price of $0.00 per share fully paid and non-assessable restricted common stock of the Company.

Vickie Marinovich: Ten Thousand (10,000) shares, at a price of $0.00 per share fully paid and non-assessable restricted common stock of the Company.

Lori White: Ten Thousand (10,000) shares, at a pric