**PUBLIC
      COMPANY MANAGEMENT CORPORATION**





**CONSULTING
      AGREEMENT** ****








This
      Consulting Agreement (the “ **Agreement** ”),
      entered into this 6th day of April, 2006, and made effective as of January
      2,
      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 Trae O'Neil High, (the “ **Consultant** ”),
      whose
      mailing address for this Agreement is c/o Sarfoh & Associates, LLP, 250 West
      57th Street, Suite 917, New York, New York 10107. This Agreement amends and
      supersedes the Consulting Agreement dated February 28, 2006, between Trae O'Neil
      High and the Company.





A. The
      Consultant will be one of the key executives of the Company and has background,
      knowledge, experience and expertise in corporate, securities and tax law and
      financial reporting for publicly-held companies.





B. The
      Company wishes to obtain the services of the Consultant as Chief Legal Officer
      (hereinafter defined as “ **CLO** ”)
      and
      the Consultant wishes to provide these services to the Company in the capacity
      of an independent contractor.





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 for the position of CLO
      of
      the Company, 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 for a term of one calendar year commencing
      on the Effective Date and expiring on December 31, 2006 (the “ **Term** ”).
      Mutually agreeable extensions by both parties will be accepted per the 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 customarily
      performed by a person with like title and position of a small, publicly-held
      corporation engaged in a business similar to the Company’s business.
      Consultant’s primary role will be CLO serving many functions including, the
      following:









·
            handling
                matters for the Company under the Securities Act of 1933, as amended
                (the
                “**1933
                Act**”),
                the Securities Exchange Act of 1934, as amended (the “**1934
                Act**”)
                and state securities laws including its periodic or other reporting
                requirements;


·
            managing
                the general workflow pursuant to all Consulting Agreements, which
                shall be
                in a form similar to the attached Exhibit A, between the Company
                and the
                Company’s Clients (the “**Consulting
                Agreements**”);


·
            performing
                initial services related to the Consulting Agreements such as coordinating
                for the Company's Clients the filing of articles of incorporation
                in
                Nevada or other jurisdictions and the completion of bylaws and
                organizational minutes, setting up transfer agent services and completing
                capitalization tables, shareholder lists and other items necessary
                for the
                initial issuance of stock in the Company's Clients to the Company
                pursuant
                to the Consulting Agreements;


·
            performing
                legal aspects of the due diligence review during Phase I, Step 3
                (Legal
                Due Diligence Review) of all Consulting
                Agreements;


·
            performing
                legal services during Phase II, Stage I, Step 3 (Founders Round)
                of all
                Consulting Agreements;


·
            coordinating
                the Edgar services of all Clients of the Company during Phase, II,
                Stage
                II, Step 5 (Edgarization) of all Consulting Agreements; provided,
                however,
                that the fees and other costs for Edgarization shall be the sole
                responsibility of each Client;


·
            performing
                or subcontracting Edgar filing services for the
                Company;


·
            providing
                legal services during Phase II, Stage IV (NASD Market Maker and Form
                211)
                of all Consulting Agreements;


·
            attending
                daily Company conference calls;


·
            traveling
                at least once per month to Nevada for business at the Company’s office at
                5770 El Camino Road, Las Vegas, NV 89118 or at such other location
                as
                shall be approved by the Company’s board of directors;
                and


·
            performing
                other administrative tasks reasonably associated with the position
                of
                CLO.





In
      performing services hereunder, Consultant shall be allowed reasonable access
      to
      use the services of any administrative assistant(s) of the Company or other
      person(s) performing like tasks.





2.2 The
      following services are not the duties of the Consultant and are specifically
      excluded from this Agreement:





·
            providing
                services relating to matters regarding the Investment Company Act
                of 1940;
                the Investment Advisor Act of 1940, or similar state
                laws;


·
            performing
                any litigation in federal or state court by or against the
                Company;


·
            preparing
                registration statements for Clients of the Company pursuant to the
                1933
                Act, the 1934 Act or state securities
                laws;


·
            performing
                services during Phase I, Step 4 (Retain Corporate Attorney), Phase
                II,
                Stage II (Preparation and Filing of Form SB-2) other than coordinating
                the
                Edgarization during Step 5 of Phase II, Stage II, and Stage III (Clearing
                SEC Comments and Effectiveness of Form SB-2) of all Consulting
                Agreements,


·
            performing
                or subcontracting Edgar filing services for the Company’s Clients;
                and


·
            performing
                SEC compliance services for the Company’s Clients pursuant to Phase III
                (SEC Compliance) of all Consulting Agreements or such other agreements
                between the Clients and the Company regarding such
                matters.




2




2.3 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.





2.4 Consultant
      agrees to devote at least 40 hours per week to his duties as CLO. The Company
      acknowledges that Consultant may provide legal or other services to third
      parties not to exceed 30 hours per week (“ **Third-Party
      Services** ”).





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





2.6 The
      Consultant shall perform his duties in New York.





2.7 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 similarly situated 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.





2.8 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 the current control person of the Company becomes
                a
                control person; or





(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




2.9 The
      Consultant shall have the right of first refusal to provide Third Party Services
      to Clients of the Company and, for additional compensation to be paid by the
      Company, to provide to such Clients services in Phase I, Step 4 (Retain
      Corporate Attorney), Phase II, Stage II (Preparation and Filing of SB-2 Offering
      Document), Phase II, Stage III (Clearing SEC Comments and Effectiveness of
      Form
      SB-2), and/or Phase III (SEC Compliance) of all Consulting Agreements; provided,
      however, that such right of first refusal shall cease with respect to Phase
      I,
      Step 4 during any time that the Consultant is assigned to five or more such
      Clients for services in Phase I, Step 4; shall cease with respect to all Steps
      of Phase II, Stage II other than Step 5 (Edgarization) during any time that
      the
      Consultant is assigned to five or more such Clients for services in Phase II,
      Stage II; and shall cease with respect to Phase III during any time that the
      Consultant is assigned to ten or more such Clients for services in Phase III.
      The Consultant shall have the right of first refusal to provide Third Party
      Services to Clients of the Company for compensation to be paid by such Clients.





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





3.1 Cash
          Compensation and Stock Compensation





3.1.1 During
      the Term of the Agreement, the Consultant shall be paid a yearly base salary
      of
      $151,200, to be billed by Consultant in monthly installments consisting of
      $10,000 (“ **Cash
      Compensation** ”)
      and
      shares of the Company’s common stock having an aggregate value of $2,600 at the
      time of issuance (“ **Stock
      Compensation** ”)
      registered on Form S-8 and bearing a legend regarding the Consultant’s status as
      an affiliate within the meaning of Rule 144 (“ **S-8
      Shares** ”).
      The
      Company agrees to retroactively pay the Consultant pursuant to this subsection
      3.1.1 for services performed by the Consultant for the Company during January
      2006, February 2006 and March 2006, which are covered by this Agreement. The
      Consultant acknowledges that upon receipt of the Cash Compensation and Stock
      Compensation for January 2006, February 2006 and March 2006, such compensation
      shall be good, valuable and sufficient consideration for all legal services
      performed by Consultant for the Company during such months which otherwise
      would
      have been billed by the Consultant to the Company at the Consultant’s hourly
      billing rate.





3.2 Compensation
      Milestones and Bonus Shares





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 “ **Stock
      Bonus** ”)
      as
      listed after each milestone:





·
            per
                quoted or listed company: 25,000 shares of the Company’s common stock
                which will be restricted shares within the meaning of Rule 144 of
                the 1933
                Act (“**Restricted
                Shares**”);


·
            if
                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**”)
                (or any successor to such entities) or any other national securities
                exchange: 50,000 Restricted Shares;


·
            if
                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;
                and


·
            Consultant
                performs presentations directed by the Company at industry, trade
                or other
                conferences: 10,000 Restricted Shares per presentation plus reimbursement
                of expenses.




4




The
      Stock
      Bonus pursuant to this subsection 3.2.1 is payable quarterly. For purposes
      of
      this subsection 3.2.1, the term “ **quoted
      or listed company** ”
means
      any existing or new client of the Company whose common stock is not cleared
      for
      quotation on the over-the-counter Bulletin Board or the NASDAQ, or listed,
      or
      authorized for listing, on the Amex or the NYSE (or any successor to such
      entities) or any other national securities exchange 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.





3.2.2 The
      Company shall reimburse Consultant during the Term of this Agreement up to
      an
      aggregate of $4,000 of the costs to establish and/or maintain one or more trusts
      within or outside of the United States for the Consultant’s asset protection
      purposes.





3.3 Paid
      Time Off and Other Benefits





3.3.1 Consultant
      will be entitled to six weeks of paid time off during the Term of this
      Agreement. All Cash Compensation, Stock Compensation and Stock Bonus provided
      for in this Agreement shall accrue during Consultant’s paid time off and
      continue to be payable as provided for in this Agreement.





3.3.2 In
      addition to any other compensation or benefits to be received by the Consultant
      pursuant to this Agreement, the Consultant shall be entitled to participate
      in
      all benefit plans which the Company may from time to time provide to its key
      officers, employees and/or consultants.




5





3.4 Indemnification





3.4.1 The
      Company shall to the fullest extent permitted by law or 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 or violations of law.





3.5 Insurance





3.5.1 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.





3.6 Taxes





3.6.1 Consultant
      shall be responsible for the payment of all taxes to the Internal Revenue
      Service as well as any taxes payable in the United States including taxes
      payable to any state or local jurisdiction. Consultant indemnifies the Company
      with respect to the payment of any and all taxes owing and due for Cash
      Compensation, Stock Compensation or Stock Bonus.





**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, employee, 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** ”).
      Nothing in this section 4.0 shall be construed to limit the Consultant’s ability
      during the three-month period following termination of this Agreement to provide
      legal services to one or more third parties, provided that such third party
      is
      not a Competitive Entity.





6




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 1934 Act, as
      in
      effect on the date first written above) of less than an aggregate of ten percent
      (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.





4.1.3 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.





4.1.4 Nothing
      in this section 4.0 shall restrict or preclude Consultant from providing Third
      Party Services; however the Consultant shall not provide Third Party Services
      to
      a Competitive Entity.





4.2 Delivery
      of Records





4.2.1 Upon
      the
      termination of the Consultant’s employment 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 employment. 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.





7




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.





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.




8




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 employment with the
      Company.





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 with a unanimous vote or signed written consent of the Company’s board
      of directors.





9




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 2.8 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.





5.3 In
      the
      event of the termination of the Consultant's services under this Agreement,
      Consultant will be entitled only to the Cash Compensation, Stock Compensation
      and Stock 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 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.





10




**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 supplemented 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 regulations of such exchange or quotation
      system.





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**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 compensation 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.





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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/
              Trae O'Neil HighStephen Brock, President &
              CEO
            
            Trae O'Neil
              High





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