**PUBLIC
      COMPANY MANAGEMENT CORPORATION**





**CONSULTING
      AGREEMENT**





This
      Consulting Agreement (the “Agreement”), to be effective July 7, 2006 (the
“Effective Date”), by and between PUBLIC COMPANY MANAGEMENT CORPORATION (the
“Company”), a Nevada corporation, whose address for this Agreement is 5770 El
      Camino Road, Las Vegas, NV 89118 and C. DENNIS HENSLING, CFA (the “Consultant”),
      whose mailing address for this Agreement is 19782 MacArthur Blvd. Suite 250,
      Irvine, CA 92612





A.  The
      Consultant has experience in several areas of business in which the Company
      is
      involved.





B.  The
      Company wishes to retain the Consultant to provide and promote Company strategic
      development activities and to perform those activities referenced in paragraph
      2.1. In addition, the Company and the Consultant agree that the Consultant
      will
      serve as Senior Vice-President and a member of the Company’s advisory board
      during the Term (defined below) of this Agreement and that the Consultant will
      not receive additional consideration for serving on the Company’s board of
      advisors.





**THEREFORE** ,
      in
      consideration of the recitals, the following representations and covenants
      and
      the payment of one dollar made by each party to the other, the receipt and
      sufficiency of which is acknowledged by each party, the parties agree on the
      following terms:





**1.0**  **ENGAGEMENT
      AND DURATION**





1.1  The
      Company hereby engages the services of the Consultant as referenced in the
      Recitals, and the Consultant hereby accepts such engagement and agrees to
      perform the services to the best of his ability and in accordance with terms
      and
      conditions of this Agreement.





1.2  The
      Company shall retain the Consultant on a part-time basis for a term of one
      calendar year commencing on the Effective Date and expiring on July
      6 th , 2007
      (the “Term”). Mutually agreeable extensions by both parties will be accepted per
      agreement of both parties and compensation milestones set forth in subsection
      3.2.1 will extend into any extension or ongoing future consulting agreement
      if
      they have yet to be fulfilled.





**2.0**  **DUTIES**





2.1  The
      Consultant shall, pursuant to this Agreement, perform all duties referenced
      in
      the Recitals, which includes, but is not limited to the following:





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(a)  Marketing
      and Advertising-Help guide the Company in its print, radio, internet, and public
      relations programs.





(b)  Investment
      Relations-Presenting the Company’s business model via road shows and
      presentations separately or in conjunction with the Company’s COO and Secretary,
      and the CLO and President.





(c)  Strategic
      Development-Oversee the build out of the Company’s national and international
      business platform in financial management.





2.2  The
      Consultant shall use his best efforts to promote the interests of the Company
      and, to the extent necessary to discharge the responsibilities assigned to
      the
      Consultant, perform faithfully and efficiently such
      responsibilities.





2.3  Consultant
      agrees to devote time as available toward his duties and the Company
      acknowledges that Consultant will have time-conflicting obligations as they
      relate to his present position at United American Mortgage Corporation.
      Consultant will use his best efforts to balance his obligations to the Company
      pursuant to this Agreement and his obligations to United American Mortgage
      Corporation.





2.4  The
      Consultant shall report directly and only to Mr. Stephen Brock.





2.5  The
      Consultant shall primarily perform his duties in Irvine, CA or while traveling,
      yet he will also make a best effort to visit the Company’s office for strategic
      management discussions at 5770 El Camino Road, Las Vegas, NV 89118 approximately
      one day per month, or at such other location as shall be approved by both
      parties and attend once a week, or more as is available, management meetings
      of
      the Company by conference call generally at 8:30 am M-F and sometimes on
      weekends.





2.6  The
      Consultant will, subject to the terms of this Agreement, comply promptly and
      faithfully with the Company’s reasonable instructions, directions, requests,
      rules and regulations as may be expected of a part-time Consultant. The Company
      shall not be deemed to have waived the right to require the Consultant to
      perform any duties hereunder by assigning the Consultant to any other duties
      or
      services or by assigning another individual to perform the duties of the
      Consultant.





2.7  In
      the
      event of a change of control of the Company, the Consultant shall continue
      to
      serve the Company in the same capacity and have the same authority,
      responsibilities and status as he had as of the date immediately prior to the
      change of control. Following a change of control, the Consultant’s services
      shall be performed at such location as may be mutually agreed upon between
      the
      Company and the Consultant. For the purposes of this Agreement, a “change of
      control” shall be deemed to have occurred when:





(a)  a
      person
      other than Stephen Brock becomes president; or




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(b)  a
      majority of the directors elected at any annual or special general meeting
      of
      shareholders of the Company are not individuals nominated by the Company’s
      then-incumbent board of directors.





**3.0**  **REMUNERATION
      AND BENEFITS**





3.1  Cash
      Salary, Stock Compensation and Signing Bonus .
      The
      Consultant shall receive $500 per month for his services during the Term of
      this
      Agreement for his services (collectively, “Cash Salary”), payable by invoice at
      the end of the month. During the Term of this Agreement, the Consultant will
      also receive an aggregate of 180,000 S-8 Shares (as defined below) of common
      stock of the Company (“Stock Compensation”) which shall accrue monthly in equal
      amounts of 15,000 shares per month and are payable quarterly.





3.2  Compensation
      Milestones and Bonuses





3.2.1  If
      during
      the Term of this Agreement the milestones listed below are met, the Consultant
      shall receive the amount of shares of restricted and/or registered common stock
      of the Company as a bonus (the “Bonus”) as listed after each
      milestone:





▪2
      publicly trading companies: 50,000 shares which will be restricted shares within
      the meaning of Rule 144 of the Securities Act of 1933, as amended (“Restricted
      Shares”);





▪4
      publicly trading companies: 50,000 shares of which 75% will be Restricted Shares
      and 25% will be registered on Form S-8 and bear a legend regarding the
      Consultants status as an affiliate within the meaning of Rule 144 (“S-8
      Shares”);





▪6
      publicly trading companies: 50,000 shares of which 75% will be Restricted Shares
      and 25% will be S-8 Shares;





▪3,
      5 or
      7 publicly trading companies at a time when this Agreement terminates pursuant
      to subsection 5.1(c), subsection 5.1(e) or subsection 5.2 hereof: 25,000 shares
      of which 75% will be Restricted Shares and 25% will be S-8 Shares;





▪8
      publicly traded companies: 50,000 shares of which 50% will be Restricted Shares
      and 50% will be S-8 Shares;





▪9
      publicly trading companies at a time when this Agreement terminates pursuant
      to
      subsection 5.1(c), subsection 5.1(e) or subsection 5.2 hereof: 25,000 shares
      of
      which 50% will be Restricted Shares and 50% will be S-8 Shares;





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▪10
      publicly trading companies: 50,000 shares of which 50% will be Restricted Shares
      and 50% will be S-8 Shares;





▪Any
      new
      funding/financing received by the Company: 30,000 shares of which 50% will
      be
      Restricted Shares and 50% will be S-8 Shares;





▪Airplane
      travel for an initial meeting in person with a funding/financing source that
      provides capital to the Company: 10,000 shares of which 50% will be Restricted
      Shares and 50% will be S-8 Shares;





▪The
      Company’s common stock trades on the American Stock Exchange (the “Amex”), the
      National Association of Securities Dealers Automated Quotation System (the
      “NASDAQ”) or the New York Stock Exchange (the “NYSE”): 25,000 restricted
      shares;





▪Consultant
      performs presentations and/or conference exhibits directed by the Company at
      industry, trade or other conferences: 20,000 restricted shares per presentation
      or conference exhibit plus reimbursement of expenses;





▪The
      Company’s net income is $1,000,000 or more during the fiscal year ending
      September 30, 2006, during any interim period beginning after the Effective
      Date
      and ending prior to September 30, 2006 or during any interim period beginning
      on
      October 1, 2006 and ending on or before the expiration of this Agreement: 85,000
      shares, of which 50% will be Restricted Shares and 50% will be S-8
      Shares.





For
      purposes of this subsection 3.2.1, the term “publicly traded companies” means
      any existing or new client of the Company whose common stock is not cleared
      for
      quotation on the over-the-counter Bulletin Board, the NASDAQ, the Amex or the
      NYSE as of the Effective Date, but such common stock becomes cleared for
      quotation on any one of such quotation systems or exchanges during the Term
      of
      this Agreement.





3.2  Reimbursement
      of Expenses





3.2.1  The
      Company shall reimburse the Consultant for all reasonable expenses incurred
      by
      the Consultant in the performance of his duties pursuant to this Agreement
      upon
      the Consultant providing the Company with receipts for such expenses. Such
      reimbursable expenses shall not include customary day-to-day office expenses,
      including but not limited to copies, faxes, and office supplies.





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3.3  Indemnification





3.3.1  The
      Company shall to the fullest extent permitted by law and as set forth in the
      Articles of Incorporation, and any future amendments, and the Bylaws of the
      Company, indemnify, defend and hold harmless Consultant from and against any
      and
      all claims, demands, proceedings, liabilities, damages, losses and expenses
      (including attorney's fees, court costs and disbursements) arising out of the
      fact that he is or was serving as Consultant of the Company, or the performance
      of his duties hereunder except in the case of Consultant’s gross negligence,
      willful misconduct, criminal conduct.





3.4  Insurance





3.4.1  In
      the
      event that the Company obtains director or officer insurance covering any person
      during the Term of this Agreement, the Company will also take reasonable
      measures to obtain such insurance covering Consultant.





**4.0**  **RESTRICTIVE
      COVENANTS**





4.1  Non-Competition





4.1.1  During
      the Term of this Agreement and for three months following termination of this
      Agreement as provided in section 5.0 hereof, the Consultant shall not directly
      or indirectly:





(a)  own,
      operate, manage, control, invest, participate in any manner or have any interest
      in;





(b)  act
      as an
      officer, director, agent, Consultant, advisor or consultant of; or





(c)  assist
      in
      any way or in any capacity, any person, firm, association, partnership,
      corporation or other entity which is,


a
      business that is the same or substantially similar to and/or competes with
      the
      business then engaged in by the Company (the “Competitive Entity”) anywhere in
      the United States (the “Territory”).





4.1.2  The
      restriction set out in subsection 4.1.1(a) above shall not apply to the
      collective, direct or indirect, ownership of Consultant and his associates
      (as
      such term is defined in Regulation 14(A) promulgated under the Securities
      Exchange Act of 1934, as in effect on the date first written above) of less
      than
      an aggregate of ten (10%) of the securities of any Competitive Entity, but
      only
      if such investment is of a totally passive nature and does not involve
      Consultant devoting time to the management or operations of such Competitive
      Entity and Consultant is not otherwise involved in the business of such
      Competitive Entity.





The
      Consultant acknowledges that the restrictions contained in this subsection
      4.1
      are reasonable; however, in the event that any court should determine that
      any
      of the restrictive covenants contained in subsection 4.1.1 or 4.1.2 of this
      Agreement, or any part thereof, are unenforceable because of the duration of
      such provision or the area covered thereby, such court shall have the power
      to
      reduce the duration or area of such provision and, in its reduced form, such
      provision shall then be enforceable and shall be enforced.





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4.1.4  Nothing
      in this section 4.0 shall restrict or preclude Consultant from engaging in
      any
      manner in the business of United American Mortgage Corporation as conducted
      by
      United American Mortgage Corporation as of the Effective Date.





4.2  Delivery
      of Records





4.2.1  Upon
      the
      termination of the Consultant’s Consulting with the Company, the Consultant will
      deliver to the Company all books, records, lists, brochures and other property
      belonging to the Company or developed in connection with the business of the
      Company.





4.3  Confidentiality





4.3.1  The
      term
“Confidential Information” means any and all information concerning the business
      of the Company which the Consultant may receive or develop as a result of his
      Consulting. All documents, procedures, policies, programs, reports, plans,
      proposals, technical information, know-how, systems and other information unique
      to the Company, its customers or principals, received or developed by the
      Consultant are the property of the Company and/or such parties. The Consultant
      shall not make any unauthorized disclosure or use of and shall use his best
      efforts to prevent publication or disclosure or use of Confidential
      Information.





4.3.2  The
      Consultant acknowledges that any unauthorized disclosure or use of Confidential
      Information by the Consultant may result in material damages to the Company
      and
      consents to the issuance of an injunction or other equitable remedy to prohibit,
      prevent or enjoin unauthorized disclosure or use of Confidential Information
      by
      the Consultant.





4.3.3  Except
      as
      authorized by the Company, the Consultant will not:





(a)  duplicate,
      transfer or disclose nor allow any other person to duplicate, transfer or
      disclose any of the Company’s Confidential Information;





(b)  use
      the
      Company’s Confidential Information without the prior written consent of the
      Company; or





(c)  incorporate,
      in whole or in part, within any domestic or foreign patent application any
      proprietary or Confidential Information disclosed by the Company.





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4.3.4  The
      Consultant will safeguard all Confidential Information at all times so that
      it
      is not exposed to or used by unauthorized persons, and will exercise at least
      the same degree of care to protect all Confidential Information whether or
      not
      developed by the Consultant.





4.3.5  The
      restrictive obligations set forth above shall not apply to the disclosure or
      use
      of information which:





(a)  is
      or
      later becomes publicly known under circumstances involving no breach of this
      Agreement by the Consultant;





(b)  is
      already known to the Consultant at the time of receipt of the Confidential
      Information from the Company;





(c)  is
      lawfully made available to the Consultant by a third party having the right
      to
      disclose it to Consultant without violation of any obligation to the Company;
      or





(d)  is
      required to be disclosed by the Consultant pursuant to legal process (e.g.,
      a
      subpoena), provided that Consultant notifies the Company immediately upon
      receiving or becoming aware of the legal process in question.





4.3.6  If
      the
      Consultant contends that any such information disclosed to him by the Company
      is
      in the public domain or was in the possession of the Consultant prior to such
      disclosure and not under an obligation of confidence, the Consultant will,
      within ten days of receipt by the Consultant of such disclosure give written
      notice of such contention to the Company, which written notice shall include
      a
      complete identification of the information in question and the derivation
      thereof, including particulars of any contract in which the Consultant or any
      other person has made use of such concept or information. If the Consultant
      has
      not within ten days of receipt by the Consultant of such disclosure given such
      written notice to the Company, then it shall be conclusively presumed that
      all
      information communicated by the Company to the Consultant concerning the
      development originated with the Company and constitutes secret and confidential
      information and know-how.





4.3.7  The
      Consultant hereby certifies that he has not brought and will not bring with
      the
      Consultant to the Company or use while performing his Consultant duties for
      the
      Company any materials or documents of a former employer of the Consultant which
      are not generally available to the public except the know-how to which the
      right
      to use has been duly licensed to the Company by such former employer. The
      Consultant understands that while employed by the Company, the employer is
      not
      to breach any obligation of confidence or duty and the Consultant agrees that
      he
      will fulfill all such obligations during his Consulting with the
      Company.





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4.3.8  No
      patent
      right or licenses are guaranteed by this Agreement and patent rights or licenses
      now or developed during the Term of this Agreement are the property of the
      Company. The disclosure of Confidential Information under this Agreement shall
      not result in any obligation for either party to grant any rights in its patent
      rights or confidential information, and no other obligations of any kind are
      assumed by or implied against either party, except for those stated in this
      Agreement.





4.3.9  The
      provision of section 4.3 shall survive the termination of this
      Agreement.





**5.0**  **TERMINATION** ****





5.1  The
      Company may terminate the Consultant’s services under this Agreement at any time
      upon the occurrence of any of the following events:





(a)  the
      Consultant acting unlawfully, dishonestly, negligently, incompetently or in
      bad
      faith;





(b)  the
      conviction of the Consultant of a felony;





(c)  the
      Consultant becoming permanently disabled or disabled for a period exceeding
      90
      consecutive days or 90 days calculated on a cumulative basis during the Term
      of
      this Agreement;





(d)  the
      breach or default of any term of this Agreement by the Consultant if such breach
      or default has not been remedied to the reasonable satisfaction of the Company
      within 14 days after written notice of the breach or default has been delivered
      by the Company to the Consultant; or





(e)  at
      the
      will of the Company, upon 30 days written notice to the Consultant by the
      Company upon a decision by the Company’s President, which decision shall be in
      the President’s sole discretion.





5.2  The
      Consultant may terminate his obligations under this Agreement:





(a)  at
      any
      time after the expiring of 120 days of the date on which there is a change
      of
      control, as described in subsection 2.7 of this Agreement or the Company has
      a
      successor as described in subsection 14.1 of this Agreement;





(b)  upon
      the
      default or breach of any term of this Agreement by the Company if such breach
      or
      default has not been remedied or is not being remedied to the reasonable
      satisfaction of the Consultant, within 14 days after written notice of the
      breach or default has been delivered by the Consultant to the Company;
      or





(c)  at
      the
      will of the Consultant, upon 30 days written notice to the Company by the
      Consultant.





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5.3  In
      the
      event of the termination of the Consultant's Consulting under this Agreement,
      Consultant will be entitled only to the Cash
      Salary, Stock Compensation and Bonus earned
      by Consultant hereunder as of the date of such termination. The Consultant
      shall
      not be entitled to a severance of any kind upon termination of this Agreement
      for any reason.





5.4  The
      rights of the Company and the Consultant under this section 5.0 are in addition
      to and not in derogation of any other remedies which may be available to the
      Company or the Consultant at law or in equity.





**6.0**  **PERSONAL
      NATURE**





6.1  This
      Agreement is personal in nature and is entered into based upon the singular
      skill, qualifications and experience of the Consultant.





**7.0**  **RIGHT
      TO USE CONSULTANT’S NAME AND LIKENESS**





7.1  During
      the term, the Consultant hereby grants to the Company the right to use the
      Consultant’s name, likeness and/or biography in connection with the services
      performed by the Consultant under this Agreement and in connection with the
      advertising or exploitation of any project with respect to which the Consultant
      performs services for the Company.





**8.0**  **WAIVER**





8.1  No
      consent or waiver, express or implied, by any party to this Agreement of any
      breach or default by the other party in the performance of its obligations
      under
      this Agreement or of any of the terms, covenants or conditions of this Agreement
      shall be deemed or construed to be a consent or waiver of any subsequent or
      continuing breach or default in such party’s performance or in the terms,
      covenants and conditions of this Agreement. The failure of any party to this
      Agreement to assert any claim in a timely fashion for any of its rights or
      remedies under this Agreement shall not be construed as a waiver of any such
      claim and shall not serve to modify, alter or restrict any such party's right
      to
      assert such claim at any time thereafter.





9


**9.0**  **NOTICES**





9.1  Any
      notice relating to this Agreement or required or permitted to be given in
      accordance with this Agreement shall be in writing and shall be personally
      delivered or mailed by registered mail, postage prepaid to the address of the
      parties set out on the first page of this Agreement. Any notice shall be deemed
      to have been received if delivered, when delivered, and if mailed, on the fifth
      day (excluding Saturdays, Sundays and holidays) after the mailing thereof.
      If
      normal mail service is interrupted by strike, slowdown, or other cause, a notice
      sent by registered mail will not be deemed to be received until actually
      received and the party sending the notice shall utilize any other services
      which
      have not been so interrupted or shall deliver such notice in order to ensure
      prompt receipt thereof.





9.2  Each
      party to this Agreement may change its address for the purpose of this section
      9.0 by giving written notice of such change in the manner provided for in
      subsection 9.1 hereof.





**10.0**  **APPLICABLE
      LAW**





10.1  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada and the federal laws of the United States applicable therein,
      which shall be deemed to be the proper law hereof. The parties hereto hereby
      submit to the jurisdiction of the courts of Clark County, Las Vegas,
      Nevada.





**11.0**  **SEVERABILITY**





11.1  If
      any
      provision of this Agreement for any reason be declared invalid or unenforceable,
      such declaration shall not effect the validity or enforceability of any
      remaining portion of this Agreement, which remaining portion shall remain in
      full force and effect as if this Agreement had been executed with the invalid
      or
      unenforceable portion thereof eliminated and is hereby declared the intention
      of
      the parties that they would have executed the remaining portions of this
      Agreement without including therein any such part, parts or portion which may,
      for any reason, be hereafter declared invalid or unenforceable.





**12.0**  **ENTIRE
      AGREEMENT**





12.1  This
      Agreement constitutes the entire agreement between the parties hereto and there
      are no representations or warranties, express or implied, statutory or otherwise
      other than set forth in this Agreement and there are no agreements collateral
      hereto other than as are expressly set forth or referred to herein. This
      Agreement cannot be amended or supplement except by a written agreement executed
      by both parties hereto, provided that if the Company becomes listed on the
      Amex,
      NASDAQ or NYSE, the Company and the Consultant shall reasonably renegotiate
      the
      terms of this Agreement to the extent such terms are inconsistent with the
      rules
      and relations of such exchange or quotation system.





10


**13.0**  **ARBITRATION**





13.1  In
      the
      event of any dispute arising in the determination of the compensation to be
      paid
      pursuant to subsection 5.0 hereof or of the Consultant's salary as set out
      in
      this Agreement, the matter in dispute shall be referred to the auditors of
      the
      Company for determination. If the auditors cannot agree on a determination
      of
      the matter in dispute within ten days following the referral to them, the matter
      in dispute shall be referred to a single arbitrator under the Arbitration Act
      then in effect federally, and the arbitration shall take place in Clark County,
      Las Vegas, Nevada.





**14.0**  **LIMITATIONS
      ON ASSIGNABILITY**





14.1  Consultant’s
      duties and responsibilities under this Agreement are not assignable or delegable
      in whole or in part. The Company may assign this Agreement to a successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business and/or assets of the Company; provided,
      however, that the Company will require any successor to assume expressly and
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place. As used in this Agreement, "the Company" shall mean the Company as
      hereinbefore defined and any successor to its business and/or assets as
      aforesaid which assumes and agrees to perform this Agreement by operation of
      law, or otherwise.





**15.
      0**  **BURDEN
      AND BENEFIT**





15.1  This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.





**16.0**  **TIME**





16.1  Time
      is
      of the essence of this Agreement.





**17.0**  **COUNTERPART,
      PHOTOCOPIES AND FAXES**





17.1  This
      Agreement may be executed in counterpart and such counterparts together shall
      constitute one and the same instrument and notwithstanding the date of execution
      shall be deemed to bear the date as set out on the first page of this Agreement.
      It shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts. A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an original. A
      photocopy of this Agreement shall be effective as an original for all
      purposes.





11


**IN
      WITNESS WHEREOF** the
      undersigned have duly executed this Agreement as of the date set out on the
      first page of this Agreement.


**PUBLIC
                  COMPANY MANAGEMENT CORP.**
              
              **CONSULTANT**/s/
                  Stephen Brock
              
              /s/
                  C. Dennis HenslingStephen
                  Brock, President & CEO
              
              C.
                  Dennis Hensling






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