EXHIBIT 4.10


                 INDEPENDENT CONTRACTOR FEE/CONSULTING AGREEMENT
                 -----------------------------------------------


         THIS  AGREEMENT  is made and entered  into on February  17, 2004 by and
between NanoSignal  Corporation,  a Nevada corporation ("NNOS") and Jim Stock, a
resident of Las Vegas, NV ("Stock").

                                    RECITALS

         WHEREAS, NNOS is a public company trading on the OTCBB under the symbol
"NNOS"; and

WHEREAS,  Stock is knowledgeable in the areas of business operations of NNOS and
possesses  skills  and  experience  in mergers  and  acquisitions  and  business
strategies;

         WHEREAS,  Stock has provided  valuable  assistance and advice regarding
American Stock  Exchange and other  exchanges upon the shares of NNOS may become
listed;

         WHEREAS,  NNOS wishes to engage  Stock on a  non-exclusive  basis as an
independent  contractor to continue utilizing his skills,  business  experience,
and his business  knowledge to assist in completing  certain strategic  business
plans of NNOS to complete an asset roll-up and AMEX merger;

         WHEREAS,  NNOS and Stock  intend that this  Agreement  and the services
performed hereunder shall be made, requested and performed in such a manner that
this Agreement  shall be a "written  compensation  agreement" as defined in Rule
405 of the Securities and Exchange Commission  ("Commission")  pursuant to which
NNOS  may  issue  "freely  tradeable"  shares  (except  as  may  be  limited  by
"affiliate"  status)  of its  common  stock as  payment  for  services  rendered
pursuant to an S-8  Registration  Statement to be filed with the  Commission  by
NNOS; and

         WHEREAS, Stock is willing to be so retained on the terms and conditions
set forth in this Agreement.

                                    AGREEMENT
                                    ---------

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
agreements hereinafter set forth, the parties hereto agree as follows:

         1.  Engagement.  NNOS hereby  retains and engages  Stock to perform the
following consulting services (the "Consulting Services"):

         1.1 Duties of Stock.  Stock will continue to help NNOS evaluate the 28G
Real Estate development component of the AMEX merger possibilities and assist in
negotiating  landowner/shareholders  approvals of the  project.  Stock will also
provide  such  services  and  advice to NNOS so as to assist  NNOS with  matters
relating to acquisition targets for NNOS and advise and administer the structure
of any such mergers or other  acquisitions.  Without  limiting the generality of
the  foregoing,  Stock will also  assist  NNOS in  administering,  studying  and
evaluating  acquisition  proposals,  review  reports  and studies  thereon  when
advisable,  and  assist in  negotiations  and  discussions  pertaining  thereof.
Nothing contained herein constitutes a commitment on the part of Stock to find


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an  acquisition  target for NNOS or, if such target is action will be completed.
Stock will  assist  NNOS in  creating  its  business  development  and  business
strategy as well as marketing strategies.

         2. Duties Expressly  Excluded.  This Agreement expressly excludes Stock
from providing any and all capital  formation and/or public relation services to
NNOS inclusive of but not limited to (i) direct or indirect  promotion of NNOS's
securities;  (ii)  assistance  in making of a market in NNOS's  securities;  and
(iii) assistance in obtaining debt and/or equity financing. Stock shall not have
the power of  authority  to bind NNOS to any  transaction  without  NNOS's prior
written consent.

         3. Term.  All services  performed at the request of NNOS by Stock shall
have been  performed  within 180 days from the date  hereof,  at which time this
Agreement shall terminate,  unless otherwise provided herein; provided, however,
this  Agreement  may be  extended  for an  additional  180 day period by written
agreement of NNOS and any of the Consultants.

         4.  Consideration.  NNOS and Stock agree that Stock shall  receive from
NNOS a fee consisting of the following:

         A. 350,00  shares of NNOS's  unrestricted  common  stock  shares of the
NNOS's Common Stock, par value $0.01 per share (the "Common Stock"),  covered by
a  registration  statement of the Company under the  Securities  Act of 1933, as
amended  (the  "Act"),  on Form S-8 (the  "S-8  Registration  Statement")  to be
prepared by NNOS at its expense and filed by NNOS with the SEC via EDGAR as soon
as practicable. NNOS covenants that the S-8 Registration Statement shall be kept
effective  until  such time as all of the S-8  shares  have  been sold  pursuant
thereto.  NNOS  hereby  further  agrees  to exert its best  efforts  to cause as
expeditiously  as is practicable  all of the S-8 shares to be  certificated  and
credited by the Depository  Trust Company  ("DTC") to the  securities  brokerage
account of  Consultant  specified by  Consultant.  These shares shall be paid in
advance,  as  consideration  for the services already rendered or to be rendered
pursuant to this Agreement. These shares shall be issued immediately.

         5.  Expenses.  Stock shall bear his  out-of-pocket  costs and  expenses
incident to perform the Consulting  Services,  without a right of  reimbursement
from NNOS unless such expenses are pre-approved by NNOS.

         6.  Stock  Liability.  In the  absence of gross  negligence  or willful
misconduct on the part of Stock or Stock breach of any terms of this  Agreement,
Stock  shall  not be  liable  to NNOS  or to any  officer,  director,  employee,
stockholder  or creditor of NNOS, for any act or omission in the course of or in
connection  with the  rendering or providing  of services  hereunder.  Except in
those cases where the gross  negligence  or willful  misconduct  of Stock or the
breach by Stock of any terms of this  Agreement  is  alleged  and  proven,  NNOS
agrees to defend,  indemnify,  and hold  harmless  from and  against any and all
reasonable costs,  expenses and liability (including  reasonable attorney's fees
paid in the defense of Stock) which may in any way result from services rendered
by  Stock  pursuant  to  or  in  any  connection  with  this   Agreement.   This
indemnification  expressly  excludes  any and all  damages  as a  result  of any
actions or statements on behalf of NNOS made by Stock without the prior approval
or authorization of NNOS.

         7. NNOS's  Liability.  Stock agrees to defend,  indemnify and hold NNOS
harmless from an against any and all  reasonable  costs,  expenses and liability
(including  reasonable attorney's fees paid in defense of NNOS) which may in any
way result pursuant to his gross negligence or willful misconduct or in any


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connection  with any actions taken or statements  made on behalf of NNOS without
the prior approval or  authorization of NNOS or which are otherwise in violation
of applicable law.

         8. Representations. Stock makes the following representations:

         A. Stock has no prior or existing legally binding  obligations that are
in conflict with his entering into this Agreement;

         B.  Stock  shall  not offer or make  payment  of any  consideration  to
brokers,  dealers or others for purposes of inducing the  purchase,  making of a
market or recommendation for the purchase of NNOS's securities;

         C. Stock is not currently the subject of an investigation or inquiry by
the  Securities  and  Exchange  Commission,  the NASD,  or any state  securities
Commission;

         D. Stock  activities  and  operations  fully  comply  with now and will
comply with in the future all applicable  state and federal  securities laws and
regulations;

         E.  Stock  agrees to  reasonably  to  insure  that  neither  he nor his
employees,  agents,  or affiliates,  trade in the securities of client companies
while in possession of material non-public information;

         F.  During  the term of this  Agreement  and for a period  of two years
thereafter,  Stock shall treat as NNOS's  confidential  trade  secrets all data,
information,  ideas,  knowledge  and papers  pertaining  to the affairs of NNOS.
Without  limiting the  generality  of the  foregoing,  such trade  secrets shall
include: the identity of NNOS's customers,  suppliers and prospective  customers
and suppliers;  the identity of NNOS's creditors and other sources of financing,
NNOS's estimating and costing  procedures and the costs and gross prices charged
by NNOS for its  products,  the  prices  or other  consideration  charged  to or
required of NNOS by any of its  suppliers or potential  suppliers;  NNOS's sales
and promotional policies; and all information relating to entertainment programs
or properties  being developed or otherwise  developed by NNOS.  Stock shall not
reveal said trade secrets to others except in the proper  exercise of his duties
or NNOS, or use their knowledge  thereof in any way that would be detrimental to
the interest of NNOS,  unless compelled to disclose such information by judicial
or administrative process; provided,  however, that the divulging of information
shall not be a breach of this Agreement to the extent that such  information was
(i) previously  known by the party to which it is divulged,  (ii) already in the
public domain,  all through no fault of Stock, or (iii) required to be disclosed
by Stock pursuant to judicial or governmental  order. Stock shall also treat all
information  pertaining  to the affairs of NNOS's  suppliers  and  customers and
prospective  suppliers  and  customers  as  confidential  trade  secrets of such
customers and suppliers and prospective customers and suppliers.

         9. NNOS's Representations. NNOS makes the following representations:

         A. NNOS is not currently the subject of an  investigation or inquiry by
the  Securities  and  Exchange  Commission,  the NASD,  or any state  securities
Commission; and

         B. NNOS is in good standing in its state of incorporation.

         10. Entire Agreement.  This Agreement embodies the entire agreement and
understanding between NNOS and Stock and supersedes any and all negotiations,


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prior  discussions  and  preliminary  and prior  agreements  and  understandings
related to the  primary  subject  matter  hereof.  This  Agreement  shall not be
modified  except by written  instrument  duly  executed  by each of the  parties
hereto.

         11.  Waiver.  No waiver of any  provisions of this  Agreement  shall be
deemed,  or shall  constitute  a waiver of any other  provisions,  nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed in writing by the party making the waiver.

         12.  Assignment  and  Binding  Effect.  This  Agreement  and the rights
hereunder may not be assigned by NNOS (except by operation of law or merger) but
shall be freely  assignable by Stock;  and it shall be binding upon and inure to
the benefits of the parties and their respective  successors,  assigns and legal
representatives.

         13.  Governing Law and Attorney's Fees. In the event there is a dispute
regarding this Agreement,  it shall be governed by Nevada law. Should litigation
arise in regard to this  Agreement,  the  prevailing  party shall be entitled to
costs and the attorney's fees actually incurred.  The term "prevailing party" as
used in this  paragraph  means the party that is  entitled  to recover  costs of
suit.

         14.  Severability.  Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.

         15.  Headings.  The headings of this Agreement are inserted  solely for
the  convenience  of  reference  and are not part of,  and are not  intended  to
govern, limit or aid in the construction of any term or provision hereof.

         16.  Further  Acts.  Each party  agrees to perform any further acts and
execute and deliver any further  documents  that may be reasonably  necessary to
carry out the provisions and intent of this Agreement.

         17. Acknowledgment  Concerning Counsel. Each party acknowledges that it
had the  opportunity  to employ  separate  and  independent  counsel  of its own
choosing in connection with this Agreement.

         18.   Independent   Contractor   Status.   There  is  no  relationship,
partnership, agency, employment, franchise or joint venture between the parties.
The parties  have no  authority  to bind the other or incur any  obligations  on
their behalf.

         19. Counterparts.  This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties hereto duly execute this Agreement as
of the date first written above.


NanoSignal Corporation                     Jim Stock


By:/s/ Scott Irvin                         /s/ Jim Stock
President


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