CORPORATE CONSULTING AGREEMENT

Exhibit 10.1

CORPORATE CONSULTING AGREEMENT

This Agreement ("Agreement") dated May 23, 2005, is by and between Bootie Beer

Company, Inc. (the "Company"), a Florida corporation located at 620 North

Denning Drive, Suite 100, Winter Park, FL 32789 and Mike Novielli (the

"Consultant"), a New York resident, located at 1110 Rt. 55, Suite 206, Town

Square, LaGrangeville, NY 12540.

WHEREAS, the Company is a private company engaged in the business of the

development, commercialization, and distribution of Bootie Beer as well as other

potential cash flow opportunities (the "Business");

WHEREAS, Consultant has unique experience, knowledge and skills that will

enhance the operation of the Business;

WHEREAS, the Company desires to obtain the benefits of Consultant's experience

and know-how in connection with the operation of the Business, and accordingly,

the Company has offered to engage Consultant to render consulting and advisory

services to the Company on the terms and conditions hereinafter set forth;

WHEREAS, Consultant desires to accept such engagement upon such terms and

conditions hereinafter set forth.

NOWTHEREFORE in consideration of the foregoing, the parties agree as follows:

Section 1. SERVICES RENDERED

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Consultant shall (i) advise the Company with respect to operations, business

strategy, and other matters pertaining to the Business as shall be specified

from time to time by the Company's President and/or such other officer(s) as the

Company's Board of Directors shall designate to have principal responsibility

for the operation of the Business and (ii) assist in reviewing material

transactions. Consultant shall use its staff and other facilities to monitor the

corporate position of the Company and report to the Board of Directors of the

Company from time to time. Consultant's staff also shall provide advice

concerning economic factors and trends that may be relevant to the Company's

plans for distribution and growth.

During the term of this Agreement, the Consultant shall render to the Company,

in relation to the operations of the Company, domestic marketing and oversight

including advisory and consulting services.

Consultant shall (i) review, transfer and submit to the SEC all filings in

proper electronic EDGAR recognized format on behalf of the Company.

Section 2. COMPENSATION

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For services rendered under Section 1, Consultant shall be paid the following,

by the Company:

(a) CONSULTING FEES. In consideration for the availability of Consultant during

the term hereunder and the services rendered pursuant to this Agreement,

promptly upon execution of the merger of, the Company into a publicly traded

entity, the Company will issue to Michael Novielli, as designee for the

Consultant, as payment two million four hundred and ninety-three thousand seven

hundred and fifty (2,493,750) fully paid and non-assessable shares of Common

Stock of the Company (the "Shares"). In addition, the Consultant shall be paid

$15,000 (fifteen thousand dollars) per month on the 1st business day of each

month for the Term of the Agreement. The Consultant agrees to accrue the $15,000

consulting fee.

(b) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those

reasonable and necessary out-of-pocket expenses which have been approved by the

President of the Company prior to their incurrence and which have been incurred

by Consultant in connection with the rendering of services hereunder. Any

reimbursement to be made by the Company pursuant to this Section shall be made

following submission to the Company by Consultant of reasonable documentation of

the expenses incurred.

(c) REGISTRATION. The Shares issued hereunder shall be registered under an S-8

Registration Statement within five (5) business days once the company has become

publicly traded. The Consultant represents that the services to be provided

under this Agreement are not in connection with the offer or sale of securities

in a capital-raising transaction, and do not directly or indirectly promote or

maintain a market for the Company's securities.

Section 3. RELATIONSHIP OF PARTIES

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This Agreement shall not constitute an employer-employee relationship. It

is the intention of each party that Consultant shall be an independent

contractor and not an employee of the Company. The Company shall not withhold

any amounts therefrom as U.S. federal or state income tax withholding, or as

employee contribution to Social Security or any other employer withholding

applicable under state or federal law.

Section 4. TERM

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The term of this Agreement shall be twelve months commencing on the date

and year first above written.

Section 5. EXCLUSIVITY

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The Consultant shall be the Company's exclusive advisor for services

performed as outlined under Section 1. of this Agreement. Exclusive of Gemstone

Securities, the Company shall not retain any agents, brokers, bankers,

consultants, advisors, finders or other party for the purpose of performing any

of the services outlined under Section 1. of this Agreement, without the prior

written approval of Consultant, which Consultant may withhold in its sole

discretion.

Section 6. TERMINATION

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This Agreement may be terminated by either party with or without cause with

thirty days prior written notice given by the terminating party. Termination of

the Agreement does not relieve the Company of its obligation to remunerate

Consultant pursuant to this Agreement, and the Shares issued to Consultant upon

execution of this Agreement shall be non-refundable. Upon termination, any

outstanding remuneration due Consultant for services rendered shall be paid

within 3 (three) business days following termination.

Section 7. INDEMNIFICATION

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(a) In consideration of Consultant' execution and delivery of the this

Agreement, the Company shall defend, protect, indemnify and hold harmless

Consultant and all of its officers, directors, employees and direct or indirect

investors and any of the foregoing person's agents or other representatives

(including, without limitation, those retained in connection with the

transactions contemplated by this Agreement) (collectively, the "CONSULTANT

INDEMNITEES") from and against any and all actions, causes of action, suits,

claims, losses, costs, penalties, fees, liabilities and damages, and expenses in

connection therewith (irrespective of whether any such Indemnitee is a party t