FINANCIAL COMMUNICATIONS CONSULTING AGREEMENT

1.

Term of Consultancy . The Company engages Consultant to act in a consulting capacity to the Company, and Consultant agrees to provide services to the Company commencing on the date first set forth above and ending twelve months after the execution of this agreement (the “term of this Agreement”).

2.

Duties of Consultant . The Consultant will generally provide the following consulting services (the “Services”) during the term of this Agreement:

a.

Provide written analytical coverage and reports, advise and assist the Company in developing and implementing appropriate plans and materials for presenting the Company and its business plans, strategy and objectives to the financial community;

b.

Write and disseminate four comprehensive Analytical or Corporate Profiles and or Updates regarding the Company to shareholders, brokers, dealers and other investment community professionals and the general investing public within the Consultant’s network;

c.

Create and update 2 page glossy fact sheet;

d.

Create and update two to six Summary Reports ;

Initial ______,______

e.

Write and distribute Equity Notes when applicable during contract period;

f.

Include a company write up in 12 monthly newsletters;

g.

Include a company write up in 240 daily newsletters;

h.

Featured the company on WSR’s website with dedicated landing page;

3.

Allocation of Time and Energies . The Consultant will perform the Services in a professional manner in accordance with accepted industry standards and in compliance with applicable securities laws and regulations. Although no specific hours-per-day requirement will be required, the parties acknowledge and agree that a disproportionately large amount of the effort to be extended and the costs to be incurred by the Consultant, and the benefits to be received by the Company, are to be expected to occur upon and shortly after, and in any event, within two months of the effectiveness of this Agreement. 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 understood that the Company is entering into this Agreement with the understanding that Gerald N. Kieft and or Paul Silver will be the principal(s) of Consultant during the entire term of this Agreement.

4.

Remuneration . As full and complete compensation for Consultant’s agreement to perform the Services, the Company shall compensate the Consultant as follows:

a.

For undertaking this engagement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant a “Commencement Bonus”, payable in the form of 1,000,000 shares of the Company’s 144 restricted Common Stock (“Common Stock”) and $0.00 in cash. The 144 restricted Common Stock portion of the Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued to the Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has forgone significant opportunities to accept this engagement and the Company derives substantial benefit from the execution of this Agreement and the ability to establish its relationship with Consultant. The shares of Common Stock issued as a Commencement Bonus, therefore, constitute payment for Consultant’s agreement to consult with the Company and are a nonrefundable and non-ratable retainer (with the exception of the provisions set forth in Section 15 below). Such Shares are not a prepayment for future services. If the Company attempts to terminate this Agreement prior to the expiration of

Initial ______,______

2

its term for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the Shares paid to it hereunder. Consultant aggress to a leak out provision for the Common Stock and is limited to selling 200,000 shares per month once the restriction has been lifted from the certificate.

b.

The Company will also pay the Consultant a $5,000 per month maintenance fee which is due on the 15 ^th of each month with the 1 ^st payment due immediately upon the execution of this agreement. However, Consultant aggress to accrue to 1 ^st two payments for up to sixty (60) days from the signing of this contract, as well as accruing $2,000 of the $5,000 monthly maintenance fee for up to six (6) months.

c.

All shares of the Common Stock issued pursuant to this Agreement shall be issued in the name of Consultant. The Company agrees that all shares of Common Stock issued to Consultant hereunder shall carry “piggyback registration rights” whereby such shares will be included in the next Registration Statement filed by the Company with the Securities and Exchange Commission (“SEC”), pursuant to which such shares and options could be registered, and Company will use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as possible thereafter. It is further agreed that if at any time during the term of this agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the Common Stock issued to Consultant.

d.

Consultant acknowledges that the shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”) have not been registered under the Securities Act of 1933 and accordingly are “restricted securities” within the meaning of Rule 144 of the Act. As such, the shares may not be resold or transferred unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such a resale or transfer is exempt from the registration requirements of Rule 144 of the Act.

Initial ______,______

3

5.

Finder’s Fee

a.

If, during the term of this Agreement, or within one-year thereafter, any Fee Transaction(s) (as herein defined) occur(s), then the Company shall pay to Consultant a finder’s fee (the “Fee”) as follows and is herein defined).

b.

WSR Funding Referral Fees

Funding/Transaction Amount

Fee

$

100,000 to $250,000

$

5,000

$

250,000 to $500,000

$

10,000

$

500,000 to $750,000

$

15,000

$

750,000 to $1 million

$

20,000

$

1 million to $2.49 million

$

30,000

$

2.49to $5 million

$

50,000

$

5 to $10 million

$

100,000

$

10 million plus

$

150,000

c.

The term “Fee Transaction” means any investment made directly or indirectly in, or debt financing provided to or for the benefit of, the Company or its shareholders by any third party originally introduced by Consultant to the Company during the term of this Agreement and not previously known to the Company or its consultants. The term “Consideration” means the aggregate amount of cash and the fair market value (on the date of payment) of securities or assets received by, or for the benefit of, the Company or its shareholders in connection with a Fee Transaction. “Consideration” includes, but is not limited to, the total fair market value of (a) cash, securities, assets