EXHIBIT 4.3


                 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 Jesse Cantero,
a resident of Las Vegas, NV ("Cantero").

                                    RECITALS


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

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

         WHEREAS,  Cantero 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 Cantero 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 Cantero  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,  Cantero  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 Cantero to perform the
following consulting services (the "Consulting Services"):

         1.1 Duties of Cantero.  Cantero 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. Cantero
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,  Cantero 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

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

         2. Duties Expressly Excluded. This Agreement expressly excludes Cantero
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.  Cantero 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 Cantero 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 Cantero  agree that Cantero  shall receive
from NNOS a fee consisting of the following:

         A. 2,000,000 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.  Cantero 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. Cantero  Liability.  In the absence of gross  negligence  or willful
misconduct  on the  part of  Cantero  or  Cantero  breach  of any  terms of this
Agreement,  Cantero  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
Cantero or the breach by Cantero 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 Cantero) which may in any way result from
services  rendered  by  Cantero  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 Cantero  without
the prior approval or authorization of NNOS.

         7. NNOS's Liability.  Cantero 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. Cantero makes the following representations:

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

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

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

         E.  Cantero  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,  Cantero 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. Cantero 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  Cantero,  or  (iii)  required  to be
disclosed by Cantero pursuant to judicial or governmental  order.  Cantero 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


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understanding  between NNOS and Cantero and supersedes any and all negotiations,
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 Cantero; 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                     Jesse Cantero


By:/s/ Scott Irvin                         /s/ Jesse Cantero
President


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