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EXHIBIT 10.i

C O N S U L T I N G    A G R E E M E N T

         AGREEMENT made as of the 2rd day of January, 2003 by and between U. S.
West Homes Inc., maintaining its principal offices at 410 Broadway, Second
floor, Laguna Beach, CA 92651 (hereinafter referred to as "Client") and Mervyn
A. Phelan, Jr. maintaining his principal offices at 410 Broadway, Laguna Beach,
CA 92651 (hereinafter referred as "Mr. Phelan, Jr.").

         WHEREAS, Mr. Phelan, Jr. is engaged in the business of financial
consulting services and has knowledge, expertise and personnel to render the
requisite services to Client; and

         WHEREAS, Client is desirous of retaining Mr. Phelan, Jr. for the
purpose of obtaining these services so as to better, more fully and more
effectively deal more effectively in the investment banking community.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:

                  I. Engagement of Mr. Phelan, Jr.. Client herewith engages Mr.
Phelan, Jr. and Mr. Phelan, Jr. agrees to render to Client financial consulting
services.

         A. The consulting services to be provided by the Mr. Phelan, Jr. shall
include, but are not limited to, the development, implementation and maintenance
of a sound advisory strategy. Client acknowledges that Mr. Phelan, Jr.'s ability
to relate information regarding Client's activities is directly related to the
information provided by Client to Mr. Phelan, Jr..

         B. Client acknowledges that Mr. Phelan, Jr. will devote such time as is
reasonably necessary to perform the services for Client, having due regard for
Mr. Phelan, Jr.'s commitments and obligations to other businesses for which it
performs consulting services.

                  II. Compensation and Expense Reimbursement.

         A. Client will pay Mr. Phelan, Jr., as compensation for the services
provided for in this Agreement and as reimbursement for expenses incurred by Mr.
Phelan, Jr. on Client's behalf, in the manner set forth in Schedule A annexed to
this Agreement which Schedule is incorporated herein by reference.

         B. In addition to the compensation and expense reimbursement referred
to in Section 2(A) above, Mr. Phelan, Jr. shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described below)
between Client and any other company, entity, person, group or persons or other
party which is introduced to, or put in contact with, Client by Mr. Phelan, Jr.,
or by which Client has been introduced to, or has been put in contact with, by
Mr. Phelan, Jr.. A "Transaction" shall mean merger, sale of stock, sale of
assets, consolidation or other similar transaction or series or combination of
transactions whereby Client or such other party transfer to the other, or both
transfer to a third entity or person, stock, assets, or any interest in its
business in exchange for stock, assets, securities, cash or other valuable
property or rights, or wherein they make a contribution of capital or services
to a joint venture, commonly owned enterprise or business opportunity with the
other for purposes of future business operations and opportunities. To be a
Transaction covered by this section, the transaction must occur during the term
of this Agreement or the one year period following the expiration of this
Agreement.


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The calculation of a Transaction Fee shall be based upon the total value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 5% of the
dollar value of the Transaction. Such fee shall be paid by certified funds at
the closing of the Transaction.

         Term and Termination. This Agreement shall be for a period of one year
commencing January 15, 2003 and terminating January 14, 2004. If the Client does
not cancel the contract during the term, the contract will be automatically
extended for an three months. Either party hereto shall have the right to
terminate this Agreement upon 30 days prior written notice to the other party
after the first 90 days.

         Treatment of Confidential Information. Mr. Phelan, Jr. shall not
disclose, without the consent of Client, any financial and business information
concerning the business, affairs, plans and programs of Client which are
delivered by Client to Mr. Phelan, Jr. in connection with Mr. Phelan, Jr.'s
services hereunder, provided such information is plainly and prominently marked
in writing by Client as being confidential (the "Confidential Information"). The
Mr. Phelan, Jr. will not be bound by the foregoing limitation in the event (i)
the Confidential Information is otherwise disseminated and becomes public
information or (ii) the Mr. Phelan, Jr. is required to disclose the Confidential
Informational pursuant to a subpoena or other judicial order.

         Representation by Mr. Phelan, Jr. of other clients. Client acknowledges
and consents to Mr. Phelan, Jr. rendering financial consultation services to
other clients of the Mr. Phelan, Jr. engaged in the same or similar business as
that of Client.

         Indemnification by Client as to Information Provided to Mr. Phelan,
Jr.. Client acknowledges that Mr. Phelan, Jr., in the performance of its duties,
will be required to rely upon the accuracy and completeness of information
supplied to it by Client's officers, directors, agents and/or employees. Client
agrees to indemnify, hold harmless and defend Mr. Phelan, Jr., its officers,
agents and/or employees from any proceeding or suit which arises out of or is
due to the inaccuracy or incompleteness of any material or information supplied
by Client to Mr. Phelan, Jr..

         Independent Contractor. It is expressly agreed that Mr. Phelan, Jr. is
acting as an independent contractor in performing its services hereunder. Client
shall carry no workers compensation insurance or any health or accident
insurance on Mr. Phelan, Jr. or consultant's employees. Client shall not pay any
contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might be
customary in an employer-employee relationship.


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         Non-Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party.

         Notices. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified on
the first page of this Agreement or such other address as either party may have
given to the other in writing.

         Entire Agreement. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.

         Modification and Waiver. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.

Law to Govern; Forum for Disputes. This Agreement shall be governed by the laws
of the State of California without giving effect to the principle of conflict of
laws. Each party acknowledges to the other that courts within Orange County,
California shall be the sole and exclusive forum to adjudicate any disputes
arising under this agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.

                                             By: /s/ Mervyn A. Phelan, Jr.
                                                 -------------------------------
                                                 Mervyn A. Phelan, Jr.

                                                 U.S. West Homes Inc.

                                             By: /s. Craig Brown
                                                 -------------------------------
                                                 Craig Brown, President


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SCHEDULE A-1 Payment for services and reimbursement of expenses.

SCHEDULE A-1

PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES

         A. For the services to be rendered and performed by Mr. Phelan, Jr.
during the term of the Agreement, Client shall pay to Mr. Phelan, Jr. 40,000,000
shares.

         B. Client shall also reimburse Mr. Phelan, Jr. for all reasonable and
necessary out-of-pocket expenses incurred in the performance of its duties for
Client upon presentation of statements setting forth in reasonable detail the
amount of such expenses. Mr. Phelan, Jr. shall not incur any expense for any
single item in excess of $500 either verbally or written except upon the prior
approval of the Client. Mr. Phelan, Jr. agrees that any travel, entertainment or
other expense which it may incur and which may be referable to more than one of
its clients (including Client) will be prorated among the clients for whom such
expense has been incurred.

                                             By: /s/ Mervyn A. Phelan, Jr.
                                                 -------------------------------
                                                 Mervyn A. Phelan, Jr.

                                                 U.S. West Homes Inc.

                                             By: /s. Craig Brown
                                                 -------------------------------
                                                 Craig Brown, President