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EXHIBIT 10.8 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Independent Contractor Agreement

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NETFRAN DEVELOPMENT CORP | Securities Counseling and Management, Inc | Ariel Way, LLC

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Title: EXHIBIT 10.8 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
Date: 4/15/2005

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EXHIBIT 10

 

                                                                    EXHIBIT 10.8

 

                   INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

 

This agreement  ("Agreement") is entered into this 16th day of August,  2004, by

and between Ariel Way, LLC ("Ariel Way") having offices at 8000 Towers  Crescent

Drive, Suite 1200, Vienna, VA 22182 and Michael Jordan,  ("Consultant"),  having

an address of Securities Counseling and Management,  Inc., 2706 Fillmore Street,

Hollywood, FL 33020.

 

                                   WITNESSETH

 

WHEREAS,  Consultant  is in the  business of locating  companies  that desire to

engage in M&A services and support said services; and,

 

WHEREAS,  Ariel Way wishes to engage the services of Consultant for the purposes

of introducing Ariel Way to companies that desire to engage M&A activities;

 

WHEREAS, Consultant understands that Ariel Way is a private corporate entity but

that the  business  plan for Ariel Way assumes an  acquisition  or merger with a

public corporate entity making the surviving  company a public company operating

under  the rules  and  conditions  as  stated  by the  Securities  and  Exchange

Commission and that this Agreement will be assumed by the surviving entity after

amendments, if necessary, upon the completion of the acquisition or merger.

 

NOW THEREFORE,  in consideration  of the mutual covenants and agreements  herein

contained,  the  sufficiency  of  which  consideration  is  acknowledged  by the

parties, the parties mutually covenant and agree as follows:

 

1. Ariel Way engages Consultant as of the date above, on a non-exclusive  basis,

from the date of the  execution  of this  Agreement to locate and refer to Ariel

Way companies that wish to engage in M&A activities  with Ariel Way and to refer

companies  to  Ariel  Way.  Consultant  is to be  paid  upon  the  closing  of a

Transaction as defined below.

 

2. TRANSACTION DEFINITION.  As used herein, the term "Transaction" is defined as

the execution of a definitive  agreement  and closing of a  transaction  between

Ariel Way and a company ("Company"), referred to Ariel Way by Consultant.

 

3.  FEES.  In the event  Ariel Way  completes  and closes a  transaction  with a

Company,  as described in paragraph 2, then Ariel Way agrees to pay  Consultant,

as compensation for services  rendered,  a consulting fee in accordance with the

attached Schedule A.

 

4. TERM OF AGREEMENT. This Agreement may be terminated by either party upon

thirty (30) days prior written notice.

 

5. Ariel Way agrees to use its best  efforts  to  execute an  engagement  with a

Company  referred by  Consultant  if said Company is determined in good faith by

Ariel Way to be an entity for which Ariel Way's M&A activities are appropriate.

 

6. Ariel Way acknowledges that it is Ariel Way's responsibility to negotiate and

consummate  Company M&A  agreement.  Ariel Way  confirms  and  acknowledges  its

awareness  that  Consultant  is not  authorized  to  engage in the  business  of

offering or selling  securities  of Ariel Way in  connection  with any potential

stock swap, and that with respect to any funding  arrangements  that involve the

sale or offer of  securities,  Consultant  can act only as an advisor and cannot

offer, sell, or solicit offers to purchase or sell any security.

 

 

                                  Page 1 of 4

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7.  NON-CIRCUMVENTION.  Each Party  agrees to work  together,  and agrees not to

circumvent  in any  manner,  directly  or  indirectly,  with regard to any third

parties,  clients or contacts that have been  identified by either party to each

other.  All contacts,  discussions and other activity with all identified  third

parties  or  accounts  of  Ariel  Way  shall  be  conducted  by,  through 

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