EX-10.2 CLENDENIN CONSULTING AGREEMENT

EXHIBIT 10.2

CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of October 29, 2007, by and between Sunair Southeast Pest Holdings, Inc., a Florida corporation (the “Company”) and Gregory Clendenin (the “Consultant”).

RECITALS

     WHEREAS, the Consultant is retiring from his position as the Chief Executive Officer of the Company and Middleton Pest Control, Inc. (“Middleton”), a wholly-owned subsidiary of the Company and any other positions held with the Company, Middleton and any affiliated companies (“Affiliated Companies”), effective as of October 29, 2007 (the “Termination Date”) and has resigned from these positions as of the Termination Date;

     WHEREAS, Company wishes to retain the Consultant’s services as a consultant for a period of twelve (12) months after the Termination Date;

     NOW, THEREFORE, the parties intended to be legally bound, hereby and in consideration of the promises contained herein, do hereby agree as follows:

     1. CONSULTANT’S SERVICES. Under the general direction of the Chief Executive Officer of Sunair Services Corporation, the parent company of the Company, the Consultant shall provide consulting services to the Company, Middleton and any Affiliated Companies in his area of expertise or any matters in which he was involved while employed by the Company. These services will include without limitation, consulting in the areas of the pest control and the lawn service industry. Such services shall be provided at such times, locations and by such means as reasonably required by the Company. The Company agrees to provide the Consultant with at least four (4) days notice when his presence is required at the Company’s executive office or any other location. The services shall not exceed twenty (20) hours per week during the first six (6) months of the term and shall not exceed ten (10) hours per week during the second six (6) months of the term.

2. CONSIDERATION.

          2.1 In consideration for the consulting services to be performed by Consultant under this Agreement, the Company will pay Consultant $12,750 per month during the first six (6) months of the term.

          2.2 The Company will pay Consultant for the following expenses incurred while the Agreement between Consultant and the Company exists: all travel expenses to and from all work sites, meal expenses, administrative expenses, lodging expenses if work demands overnight stays and miscellaneous travel-related expenses (parking and tolls). Consultant shall submit written documentation and receipts where available itemizing the dates on which expenses were incurred. The Company shall pay Consultant the amounts due pursuant to submitted reports in accordance with its general practices.

     3. INDEPENDENT CONTRACTOR. It is understood and agreed that the services which Consultant shall provide hereunder shall be in the capacity of an independent contractor and not as an officer or employee of the Company, Middleton or the Affiliated Companies. Nothing herein shall be construed to create an employer-employee relationship between the Company and Consultant. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold himself out as an employee of