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                                                                    Exhibit 10.5

                              CONSULTING AGREEMENT

     Consulting Agreement dated as of March 1, 2002, by and between Universal
Tanning Ventures Inc., a Delaware corporation with offices 600 B. Altamonte
Drive, unit 1050 Altamonte Springs, Florida 32701 (the "Company") and Brannon
Capital Corp., a Delaware corporation with offices at 1025 Greenwood Blvd.,
Suite 121, Lake Mary, Florida 32746 (the "Consultant").

                              W I T N E S S E T H:

     The Company desires to engage the services of the Consultant for purposes
of general corporate counseling and advice and more specifically for those
services set forth on Schedule A (collectively, the "Counseling Services").

     Consultant desires to perform Consulting Services on behalf of the Company
and desires to be engaged and retained by the Company for such purposes.

     Accordingly, in consideration of the recitals, promises and conditions in
this Agreement, the Consultant and the Company agree as follows:

     1.   Consulting Services. The Company hereby retains the Consultant, and
the Consultant accepts such retention all on the terms and conditions herein
contained.

     2.   Term.

          (a)  The initial term (the "Initial Term") of this Consulting
     Agreement shall be for a twelve-month period commencing on the date hereof.

          (b)  Notwithstanding paragraph 2(a), this Agreement may be terminated
     by either party prior to the expiration of the Initial Term as follows:

               (i)    Upon failure of the other party to cure a material
          default under, or a breach of, this Agreement (including, but not
          limited to, the Company's obligations under Section 5 hereof) within 5
          days after written notice is given as to such breach by the
          terminating party;

               (ii)   Upon the bankruptcy or liquidation of the other party,
          whether voluntary or involuntary;

               (iii)  Upon the other party taking the benefit of any insolvency
          law; and/or

               (iv)   Upon the other party having or applying for a receiver
          appointed for all or a substantial part of such party's assets or
          business.

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          (c)  Subject to compliance with Section 5(e) hereof, following the
     expiration of the Initial Term, the Agreement will continue in full force
     and effect until terminated by either party, for any reason whatsoever,
     upon thirty (30) days prior written notice.

          (d)  Termination will not affect the right (i) of the Consultant to be
     paid any fees which are payable as of the effective date of such
     termination or to be reimbursed for any reimbursable expenses incurred in
     connection with the Consulting Services, or (ii) of any Indemnified Person
     to receive indemnification pursuant to the provision set forth in Section
     of the Agreement.

     3.   Fees. In addition to and not in mitigation of, or substitution for,
the additional fees enumerated in any of the Schedules hereto, the Company shall
pay and deliver to the Consultant, simultaneously with the execution and
delivery of this Agreement, an initial engagement fee consisting of a cash
payment in the amount of $100,000.

     4.   Expenses. The Company will reimburse the Consultant for its expenses,
reasonably incurred by the Consultants, in execution of the Consulting Services
on behalf of the Company. Expenses shall be paid monthly in arrears and the
first payment shall be made on April 1, 2002. The expense shall be paid until
the termination of this Agreement and all outstanding expenses shall be paid on
the date of the termination of this Agreement. Notwithstanding anything in this
Agreement to the contrary, the Consultant may require to pay, and the Company at
the direction of the Consultant will pay, any expenses, which alone or in the
aggregate may exceed US$250 directly in advance.

     5.   Duties of the Company.

          (a)  The Company shall supply the Consultant, on a regular and timely
     basis, with all approved data and information about the Company, its
     management, its products and its operations, and the Company shall be
     responsible for advising the Consultant of any facts which would affect the
     accuracy of any prior data and information previously supplied to the
     Consultant so that the Consultant may take corrective action.

          (b)  The Company shall promptly supply the Consultant with: full and
     complete copies of all filings with all federal and state securities
     agencies; full and complete copies of all stockholder reports and
     communications, whether or not prepared with the Consultants' assistance;
     all data and information supplied to any analyst, broker-dealer, market
     maker or other member of the financial community; and all product/services
     brochures, sales materials, etc.

          (c)  The Company shall contemporaneously notify the Consultant if any
     information or data being supplied to the Consultant has not been generally
     released or promulgated.

     6.   Representation and Indemnification by Company.

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          (a)  The Company shall be deemed to make a continuing representation
     of the accuracy of any and all material facts, material, information, and
     data that it supplies to the Consultant and the Company acknowledges its
     awareness that the Consultant will rely on such continuing representation
     in disseminating such information and otherwise performing its public
     relations functions.

          (b)  The Consultant, in the absence of notice in writing from the
     Company, will rely on the continuing accuracy of material, information and
     data supplied by the Company.

          (c)  The Company hereby agrees to indemnify the Consultant against,
     and to hold the Consultant harmless from, any claims, demands, suits, loss,
     damages, etc. arising out of the Consultant's reliance upon the accuracy
     and continuing accuracy of such facts, material, information and data.

          (d)  The Company hereby agrees to indemnify the Consultant against,
     and to hold the Consultant harmless from, any claims, demands, suits, loss,
     damages, etc. arising out of the Consultant's reliance on the general
     availability of information supplied to the Consultant and the Consultant's
     ability to promulgate such information.

     7.   Representation and Indemnification by Consultant.

          (a)  The Consultant agrees to provide the Consulting Services
     hereunder in a good and workmanlike manner consistent with the performance
     standards observed by other professionals undertaking such functions.

          (b)  The Consultant agrees that it will not release or disseminate any
     information pertaining to the Company without providing the Company with an
     advance copy thereof and obtaining authorization for such release and
     dissemination.

          (c)  The Consultant hereby agrees to indemnify the Company against,
     and to hold the Company harmless from, any claims, demands, suits, loss,
     damages, etc. arising out of any inaccurate statement or misrepresentation
     provided that such indemnification shall not pertain to any information
     provided by or attributable to the Company.

     8.   Relationship of Parties. The Consultant is an independent contractor,
responsible for compensation of its agents, employees and representatives, as
well as all applicable withholding therefrom and taxes thereon (including
unemployment compensation) and all workers' compensation insurance. This
Agreement does not establish any partnership, joint venture, or other business
entity or association between the parties, and neither party is intended to have
any interest in the business or property of the other.

     9.   Miscellaneous.

          (a)  Entire Agreement; Amendments. This Agreement, together with the
     Schedules and Exhibits hereto, contain the entire understanding of the
     parties with

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     respect to the subject matter hereof and supersede all prior agreements and
     understandings, oral or written, with respect to such matters.

          (b)  Notices. Any and all notices or other communications or
     deliveries required or permitted to be provided hereunder shall be in
     writing and shall be deemed given and effective on the earliest of (i) the
     date of transmission, if such notice or communication is delivered via
     facsimile at the facsimile telephone number specified in this Section prior
     to 4:30 p.m. (Eastern Standard time) on a Business Date, (ii) the Business
     Day after the date of transmission, if such notice or communication is
     delivered via facsimile at the facsimile telephone number specified in this
     Agreement later than 4:30 p.m. (Eastern Standard time) on any date and
     earlier than 11:59 p.m. (Eastern Standard time) on such date, (iii) the
     Business Day following the date of mailing, if sent by nationally
     recognized overnight courier service, or (iv) upon actual receipt by the
     party to whom such notice is required to be given. The address for such
     notices and communications shall be as follows:

          If to the Company:      Universal Tanning Ventures, Inc.
                                  600 East Altamonte Drive, Unit 1050
                                  Altamonte Springs, Florida 32701
                                  Tel: 407-260-9206

          If to the Consultant:   Brannon Capital Corp.
                                  1025 Greenwood Blvd.
                                  Suite 121
                                  Lake Mary, Florida 32746
                                  Tel: (407) 333-1003
                                  Facsimile: (407) 333-1711
                                  Attention: President

          or such other address as may be designated in writing hereafter, in
     the same manner, by such party.

          (c)  Amendments; Waivers. No provision of this Agreement may be waived
     or amended except in a written instrument signed, in the case of an
     amendment, by both the Company and the Consultant, or, in the case of a
     waiver, by the party against whom enforcement of any such waiver is sought.
     No waiver of any default with respect to any provision, condition or
     requirement of this Agreement shall be deemed to be a continuing waiver in
     the future or a waiver of' any other provision, condition or requirement
     hereof, nor shall any delay or omission of either party to exercise any
     right hereunder in any manner impair the exercise of any such right
     accruing to it thereafter.

          (d)  Headings. The headings herein are for convenience only, do not
     constitute a part of this Agreement and shall not be deemed to limit or
     affect any of the provisions hereof. All words used in this Agreement will
     be construed to be of such number and gender as the circumstances require.

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          (e)  Successors and Assigns. This Agreement shall be binding upon and
     insure to the benefit of the parties and their successors and permitted
     assigns. This Agreement is intended for the benefit of the parties hereto
     and their respective permitted successors and assignees, and other than
     with respect to permitted assignees is not for the benefit of, nor may any
     other person hereof enforce any provision. Anything in the foregoing to the
     contrary notwithstanding, subject to compliance with applicable securities
     laws, the Consultant may assign and/or transfer all or a portion of the
     consideration payable by the Company hereunder.

          (f)  Governing Law. This Agreement shall be governed by and construed
     and enforced in accordance with the internal laws of the State of Florida
     without regard to the principles of conflicts of law thereof. Each party
     hereby irrevocably submits to the non-exclusive jurisdiction of the United
     States Federal District Court for the Middle District of Florida for the
     adjudication of any dispute hereunder or in connection herewith or with any
     transaction contemplated hereby or discussed herein, and hereby irrevocably
     waives, and agrees not to assert in any suit, action or proceeding, any
     claim that it is not personally subject to the jurisdiction of any such
     court, or that such suit, action or proceeding is improper.

          (g)  Severability. In case any one or more of the provisions of this
     Agreement shall be invalid or unenforceable in any respect, the validity
     and enforceability of the remaining terms and provisions of this Agreement
     shall not in any way be affecting or impaired thereby and the parties will
     attempt to agree upon a valid and enforceable provision which shall be a
     reasonable substitute therefore, and upon so agreeing, shall incorporate
     such substitute provision in this Agreement.

          (h)  Remedies. In addition to being entitled to exercise all rights
     provided herein or granted by law, including recovery of damages, the
     Subscriber will be entitled to specific performance or the obligations of
     the Company hereunder. The Company and the Subscriber agree that monetary
     damages would not be adequate compensation for any loss incurred by reason
     of any breach of its obligations described in the foregoing sentence and
     hereby agrees to waive in any action for specific performance of any such
     obligation the defense that a remedy at law would be adequate.

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     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.

                                       Brannon Capital Corp.



                                       By: /s/ Dwain Brannon
                                           -------------------------------------
                                           Dwain Brannon, President

                                       Universal Tanning Ventures, Inc.



                                       By: /s/ Glen Woods
                                           -------------------------------------
                                           Authorized Signatory


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                                   Schedule A

              To the Consulting Agreement dated as of March 1, 2002
       Between Universal Tanning Ventures, Inc. and Brannon Capital Corp.

     1.1  Strategic Planning Services. The following strategic planning services
shall be provided to the company by the Consultant which will undertake for and
consult with the Company concerning management, marketing, consulting, strategic
planning, corporate organization and structure, financial matters in connection
with the operation of the business of the Company, expansion of services, and
shall review and advise the Company regarding its overall progress, needs and
condition. The Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:

          (a)  Advise the Company in the implementation of short and long term
               strategic planning to fully develop and enhance the Company's
               assets, resources, products and services.

          (b)  Advise the Company relative to the recruitment and employment of
               key executives consistent with the expansion of operations of the
               Company.

          (c)  Advise and recommend to the Company additional services relating
               to the present business and services provided by the Company as
               well as new products and services that may be provided by the
               Company.

          (d)  Advise the officers and employees of the company concerning
               matters relating to the management and organization of the
               company, their financial policies, the terms and conditions of
               employment, and generally any matter arising out of the business
               affairs of the Company.

     1.2  Disclaimer by Consultant. The Consultant makes no representation that
as a result of the services to be provided by it (a) the price of the Company's
publicly traded securities will increase (if applicable), (b) any person will
purchase securities in the Company as a result of the contract, or (c) any
investor will lend money to or invest in or with the Company. In addition, the
Consultant makes no representation that he is a securities attorney or
equivalent and reliance should not be made on those statements. The Company
should consult legal counsel for such decisions as deemed appropriate by the
Company.

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