Consulting Agreement

Consulting Agreement

THIS CONSULTING AGREEMENT (“Agreement”) is entered into this 2nd day of February, 2005, and is effective November 18, 2004, by and between SLS International, Inc. (“Company”) and 3CD Consulting, LLC (“Consultant”).

RECITALS

A.

Consultant, through the expenditure of considerable money, time and effort, has created and developed, and is continuing to improve, an efficient system for providing his services. which services are further described in this Agreement (the “Services”), to private and public companies.

B.

The Consultant has provided the Services to the Company for several years.

C.

The Company desires to continue to obtain the Services from Consultant, and Consultant is willing to continue to provide the Services to the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged by each of the parties, the Company and Consultant hereby agree as follows:

1.

Appointment as Consultant/Scope of Services:  The Company hereby engages Consultant to provide the Services.  Consultant hereby agrees to perform such Services upon the terms and conditions hereinafter set forth.

2.

Term:  This Agreement shall be for a period of three (3) years commencing as of the date of this Agreement.  Company agrees that it shall not contact or have any business dealings with any relationships introduced to the Company, directly or indirectly through the efforts of the Consultant, without informing the Consultant.  These terms shall apply to any contacts or business dealings during this Agreement and for a period of two (2) years beyond the termination of this Agreement.

3.

Services of the Consultant:  Consultant agrees that during the term of this Agreement, unless this Agreement is sooner terminated pursuant to its terms, Consultant shall perform the Services, including more specifically the following:  (a) Consultant agrees to introduce institutions, marketing programs and other resources to the Company for the purpose of advancing the Company in the fulfillment of its business plan, and (b) Consultant will also attempt to identify others and introduce the Company to potential board members, as well as officers, consultants, vendors and service providers.  The parties agree that all work performed by the Consultant will be performed by Cap Briant and will be governed by the general terms and conditions of this Agreement, which will be controlling.

4.

Compensation:

(a)  As compensation for Consultant’s services, the Company agrees to give the Consultant options to purchase one million (1,000,000) shares of the Company’s common stock.  The exercise price shall be $2.00 per share and the option term will be for three years from the date of this Agreement.

(b)  The shares of common stock issuable upon exercise of the options described in Section 4(a) shall have “piggyback” registration rights at the time of the Company’s first registration with the U.S. Securities and Exchange Commission of shares of the Company’s common stock after the date hereof.

(c)  Consultant agrees that if it sells any of the shares of the Company’s common stock acquired upon exercise of the options issued pursuant to this Agreement, Consultant will not sell more than 5,000 shares of the common stock in any single trading day or more than 25,000 shares of the common stock in any calendar week, until the trading price is above $6.00 per share.

5.

Expenses:  Consultant shall be responsible for any and all expenses incurred in connection with the performance of the Services unless otherwise specified by the Company.