AMENDED AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT AND BUSINESS DEVELOPMENT CONSULTING

Date: June 30, 2008

This letter of Agreement will confirm our understanding of the terms and conditions under which AJENE WATSON (“AWATSON”) is engaged (the “Engagement”) by eDOORWAYS Corporation and/or any affiliate thereof (collectively, the “Company” or “CLIENT”) as its consultant in connection with the development and implementation of an Entertainment Division of the eDOORWAYS Corporation.

This is an Amended and Restated Agreement that supercedes and takes precedence over the previous agreement between the two parties entitled “Engagement Agreement for Management and Business Development Consulting” executed by the parties on March 10 th , 2008. This Agreement is deemed to be effective as of that date, and contains several changes implemented to simplify and eliminate several compensation issues in the March 10 th Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and AWATSON hereby agree as follows:

AWATSON's overall objective is to the best extent of its abilities investigate, develop and incorporate an Entertainment Business as a division of eDOORWAYS and render all other assistance that the Company may require from time to time as it pertains to the overall business development and launch of eDOORWAYS brand and company. In this respect, AWATSON will provide consulting to the Company mat may include any or all of the following:

The Company will be responsible for fully supporting AWATSON in all actions and activities pre-approved by the Company that AWATSON may take on behalf of the Company in direct correlation with AWATSON's responsibilities as stipulated herein. The Company shall be responsible for the delivery and development of content for any marketing material and other documents for the express purpose of developing the Entertainment Division and launch of eDOORWAYS and all such material shall be made available to AWATSON when reasonably requested.

AWATSON will determine the method, details, and means of performing the above-described services. AWATSON may perform the Services under this Agreement at any suitable time and location of AWATSON's choice, however AWATSON shall make itself and key management available to the Company the equivalent of two and one half (2   1/2) modified business days per week.

AWATSON as a consultant is and shall remain an independent contractor. AWATSON and any agents or employees of AWATSON shall not act as an officer or employee of Company. Company assumes no liability for AWATSON's actions in performance, or responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for AWATSON.

Upon Company's prior written approval if any additional cost to Company will be incurred, AWATSON may use any employees or subcontractors as AWATSON deems necessary to perform the services required of AWATSON by this Engagement. Company acknowledges and agrees that AWATSON may realize a commission on the use of such employees and subcontractors for the performance of additional services as described in Section 11, and such commission shall be an included cost in any proposal submitted to Company by AWATSON. Notwithstanding the foregoing, any proposal prepared by AWATSON, which includes consulting fees to be charged by AWATSON to Company, shall be clearly identified and quoted as such.

AWATSON represents and warrants that AWATSON has the qualifications and skills necessary to perform the services under this Engagement in a competent and professional manner, and is able to fulfill the requirements of this Engagement. AWATSON shall comply with all applicable federal, state and local laws in the performance of its obligations hereunder, and all materials used by AWATSON in fulfilling its obligations under this Engagement shall not infringe upon any third party copyright, patent, trade secret or other proprietary right. AWATSON acknowledges and agrees that failure to perform all the services required under this Engagement constitutes a material breach of the Engagement.

During the Engagement, AWATSON shall have the right to initiate, continue and conduct contacts, negotiations or other discussions on behalf of the Company and to serve as the Company's non-exclusive consultant and business director, operating on a best efforts basis with respect to the development and launch of both the Entertainment Division and eDOORWAYS brand. The Company agrees that AWATSON shall be kept fully informed with respect to all brand and business development, business negotiations and other developments regarding the overall launch of eDOORWAYS.

AWATSON considers its methods, sources, associates and other professional service providers a valuable asset. These assets have been developed at considerable cost and time, effort and resources, and as such are fundamental to AWATSON's livelihood and future. Accordingly, the Company agrees not to make direct or indirect contact with any of AWATSON's sources or utilize and/or adopt AWATSON's business strategies and/or methods except through AWATSON or with written consent from AWATSON. The Company further agrees not to disclose AWATSON's sources or methods to any third party.

Company shall not be obligated to accept or implement any business development strategy that may be presented to it by AWATSON, and AWATSON shall have limited authority to make representations on behalf of Company with the Company's prior and expressed consent. However, while AWATSON may not under any circumstance bind Company in any manner whatsoever, he may in principle enter into contractual obligations specific to the development of the Entertainment Division and may in principle negotiation various opportunities as it pertains to the overall development of the eDOORWAYS' business and brand. If Company does elect, adopt, and employ any strategy, business plan, acquisition, merger, partnership or development presented to it by AWATSON, the final terms of implementation shall be fully subject to negotiation and/or approval by Company.

This Engagement allows for two (2) independent term periods which shall be set forth as follows:

Both the Trial and Extended Period's shall collectively be (the “Term”)

This Engagement allows for two (2) termination opportunities; these are as follows:

The proposed terms and statements of intention set forth in this Engagement are based on the information made available to AWATSON about the Company, its industry, the existing market conditions and bona fide intent do develop an Entertainment Division and launch the eDOORWAYS brand. Accordingly, AWATSON, in its sole discretion, shall have the right to terminate the Engagement or indefinitely postpone the Engagement, at any time AWATSON determines that any of the following have occurred:

Similarly to the aforementioned, the proposed terms and statements of intention set forth in this Engagement are based on the information made available to the Company about AWATSON. Accordingly, the Company, in its sole discretion, shall have the right to terminate the Engagement or indefinitely postpone the Engagement, if during the Trial Period AWATSON doesn't make substantial achievements (i.e. forming strategic relationships, implementing possible entertainment model, negotiate/renegotiate transactions, manage third parties and company expectations, etc.) and/or doesn't make any other substantial, quantifiable contribution to the Company; or thereafter the Trial Period, no additional quantifiable contributions of any kind are made.

Any such termination shall be without any continuing obligation of the Company or AWATSON except that: (a) the Company shall remain obligated to pay for any compensation earned and expenses incurred by AWATSON during the Trial Period if such isn't terminated at the prescribed time with cause; (b) in any case, during the Extended Period, the Company shall remain obligated to pay for any compensation earned and expenses incurred by AWATSON to the date of termination; (b) the Indemnification Provisions (as herein defined) and all applicable provisions will remain in effect, and (c) if the Company implements and financially benefits from any development, strategy, business model, partnership, strategic relationship, etc., within eighteen (18) months following such termination, with any person, entity or item that prior to such termination:     (i) AWATSON identified to the Company as a potential participant in the Entertainment Division and/or overall development of company and brand, (ii) contacted or was contacted directly or indirectly by the Company or AWATSON via AWATSON's contacts with respect to the Entertainment Division and/or overall development of the company and brand, (iii) conducted R&D, or, (iv) any strategy, plan, method or business model, then AWATSON shall be entitled to a royalty and/or other type of compensation regardless of whether AWATSON is involved in initiating or consummating the opportunity.

Company shall pay both a retainer of ONE HUNDRED FIFTY-FIVE THOUSAND ($155,000) DOLLARS and a monthly fee of FIFTY THOUSAND ($50,000) DOLLARS, which shall be due and payable as follows:

The refundable portion of the retainer is refundable only in the event the Engagement is terminated at the conclusion of the Trial Period for due cause. Thereafter the Trial Period, such portion of the retainer is no longer refundable.

All retainers shall be due and payable upon execution of this agreement. Whereby the Company lacks sufficient free trading stock to satisfy the aforementioned retention, the company may satisfy any deficits in U.S. Dollars within five (5) business days or deliver such remaining securities to AWATSON over time as free trading stock becomes available but not to exceed a period greater than 120 days.

Company shall pay AWATSON a monthly compensation of FIFTY THOUSAND ($50,000) DO