EXHIBIT 10.1
                                  ------------

                         MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into as of this 22nd day of
December,  2003  by  and  between  STRATEGY  PARTNERS, LLC,  a limited liability
company  organized  under  the  laws  of  the  State  of California (hereinafter
"STRATEGY"), and ZENITH TECHNOLOGY, INC., a corporation organized under the laws
of  the  State of Nevada (hereinafter the "Company", and together with STRATEGY,
the  "Parties").

The  Parties  agree  as  follows:

I.     Retention

A.     MANAGEMENT  CONSULTANT.  The  Parties acknowledge that STRATEGY personnel
       ----------------------
are  highly  skilled  in the field of rendering advice to business organizations
such  as  the  Company,  including  but  not  limited  to: (a) assistance in the
implementation of a strategic growth plan; (b) corporate strategy; (3) budgeting
of  future corporate investments; (4) acquisition and divestiture decisions; (5)
federal  and state securities law disclosure compliance; and (6) debt and equity
financings.  Strategy  shall  render management consulting services from time to
time  to  it regarding the Company and its subsidiaries, if any, their financial
and  business  affairs  and  their  relationships  with  their  lenders  and
stockholders,  and  the operation and expansion of their businesses.  Subject to
the  request of Company, Strategy's personnel shall attend meetings of the Board
of  Directors  of the Company and its subsidiaries and shall be available to the
Company's  managers,  auditors  and other personnel for consultation and advice,
subject  to  Strategy's  reasonable  convenience  and  scheduling.  Performance
objectives for the current undertaking include, but is not limited to, strategic
recapitalization  of  the  Company; introduction of various private equity funds
and  special  situation  investors; preparation and structuring of 2004 employee
stock incentive plan and 2004 management incentive program; corporate governance
consulting  to  align Company with NASDAQ Smallcap qualitative listing standards
and  Sarbanes-Oxley  Act  of  2002;  assistance  in  building IR and PR strategy
commensurate  with  the  Company's  growth  and  prospects.

B.     CONSULTANT.  In  addition to the management consulting services set forth
       ----------
above,  STRATEGY  also shall from time to time during the term of this Agreement
provide, on a non-exclusive basis, financial consulting services to the Company,
and  in  its  capacity  as  financial  consultant to the Company, STRATEGY shall
maintain  its  familiarity  with  the  Company's  operations, prospects, assets,
capitalization and financial position, the trading markets for its securities if
relevant,  and  such other related factors as STRATEGY deems relevant.  STRATEGY
will  advise  the  Company  as to opportunities in the financial markets for the
Company,  assist the Company in all of its financing transactions and advise the
Company  in  any  future  recapitalization  transactions,  acquisitions  or
dispositions  of  assets  or  a  similar  transaction.


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C.     MERGERS  AND  ACQUISITIONS  CONSULTING.  The  Company  further  retains
       --------------------------------------
STRATEGY  on  a  non-exclusive basis, for purposes of introducing the Company to
strategically  identified  investment  banks,  financial  groups  and/or  other
investors  or  to  be  introduced  to  an opportunity that may be an appropriate
acquisition  or  acquisitions  for  the  Company  (each, a "Target") so that the
Company  can discuss with such Target, potential investment opportunities in the
Company  which  may  be in the form of an equity investment, merger, takeover or
similar  transaction.  All  entities  introduced  by  STRATEGY  to  the  Company
                       ---            ----------
constitute potential Targets hereunder.  The Company shall identify and promptly
refer  to STRATEGY (i) all persons or entities who have been in contact with the
Company  prior  to  the date hereof regarding a possible Transaction (as defined
below) and (ii) all persons or entities who make inquiries to the Company during
the term of this Agreement regarding a possible Transaction, and such persons or
entities,  as  applicable,  shall  be  added  to  Exhibit  A  hereto.

II.     PERFORMANCE  OF  MANAGEMENT  CONSULTING  SERVICES

A.     SERVICES.  STRATEGY  hereby  agrees during the term of this engagement to
       ---------
consult  with  the  Company  Board,  in  such  manner  and  on such business and
financial  matters  as  may  be  reasonably  requested  from time to time by the
Company  Board, including, but not limited to: (1) implementation of a Strategic
Growth  Plan;  (2)  corporate  strategy;  (3)  budgeting  of  future  corporate
investments;  (4)  acquisition  and divestiture decisions; (5) issues related to
federal,  state  and self regulatory organization disclosure compliance; and
(6)  debt  and  equity  financings.

B.     APPOINTMENT  AND  REPLACEMENT  OF  STRATEGY  PERSONNEL.  STRATEGY  shall
       ------------------------------------------------------
provide  and  devote  to  the  performance of services under this Agreement such
employees,  agents  and  delegees of STRATEGY as STRATEGY shall deem appropriate
(collectively,  "STRATEGY Personnel"). STRATEGY Personnel shall include (but may
not be limited to) those persons listed in Appendix A hereto, as the same may be
                                           ----------
amended  from  time  to time. STRATEGY may replace its STRATEGY Personnel at any
time,  for  any reason and from time to time, with or without cause, in its sole
discretion,  and  shall provide written notice to the Company of the new persons
who will replace such STRATEGY Personnel, if any. The time dedicated by STRATEGY
Personnel  in  providing  the services hereunder shall be determined in the sole
discretion  of  STRATEGY.  The  Company  shall  provide  STRATEGY Personnel with
appropriate  space,  facilities access and office furniture and equipment at the
Company's  principal  headquarters  in  Lake  Forest,  California  and any other
facility  of  the Company or its subsidiaries as such personnel shall reasonably
request,  complete and unfettered access to Company books and records, personnel
and information (except as shall be limited or restricted by the provisions of a
non-disclosure  agreement  to  be  entered into with the Company and approved by
STRATEGY)  as such personnel shall reasonably request, and the full and complete
cooperation  of  the  Company, its subsidiaries, and their respective directors,
officers,  employees  agents  and representatives in any other manner, to enable
such  personnel  to  render  services  hereunder.


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III.     FINANCIAL  CONSULTING  SERVICES.
         -------------------------------

A.     STRATEGY  shall  act  as  the  financial  consultant  to  the  Company in
connection  with  the  Company's  efforts  to  raise  capital  and  or  find  an
opportunity  that  may  be  an  appropriate  acquisition or acquisitions for the
Company  through  an  initial  transaction  (the  "Initial  Transaction")  and
subsequent transactions, which may include an offering of securities, or through
a  sale,  merger,  business  combination  or  similar  transaction involving the
Company  (each,  a  "Subsequent  Transaction"  and,  together  with  the Initial
Transaction  and  every  other  prior,  Subsequent  Transaction,  if  any,  a
"Transaction").  STRATEGY's  activities  will  be coordinated with the Company's
management,  controlling  shareholders,  other  professional  advisors  and  the
Company's  board  of  directors  (all of whom will cooperate with STRATEGY).  In
each  case  STRATEGY  shall  use  all  reasonable  efforts,  as appropriate, to:

     a.   assist  the  Company  to retain investment bankers and, if applicable,
          provide  legal  counsel,  in  preparing  appropriate  term  sheets,
          subscription  agreements  and  other  documents required in connection
          with  the  Transaction;
     b.   assist  the  Company  in  negotiations  and due diligence of potential
          acquisition  targets;
     c.   evaluate  financial assumptions and forecasts prepared by the Company;
     d.   advise  on  the  Value  of  the  Company,  or  seek  outside financial
          valuation  services  for  the  Company  or  a  TARGET;
     e.   examine  the  capital  structure  of  the  Company;
     f.   review any offering documents, if any, prepared by the Company for use
          in  any  Transaction;
     g.   assist  with  the  identification  of  potential  Financing  Sources;
     h.   arrange  meetings  with  Financing  Sources;
     i.   perform disclosure compliance, including without limitation assistance
          in  the  preparation  of interim and periodic reports to be filed with
          the  Securities  and  Exchange  Commission;
     j.   optimize  compensation strategy for management and other key employees
          of  the  Company;  and
     k.   at  the  Company's  sole  discretion,  become a member of the board of
          directors  of  the  Company,  or  accept  appointment  of  a member of
          STRATEGY  PERSONNEL  to  the  Board  of  the  Company.

IV.     COMPENSATION.
        ------------

STRATEGY  shall  be entitled to receive, and the Company agrees to pay STRATEGY,
the  following  compensation:

COMPENSATION FOR MANAGEMENT CONSULTING. Company agrees to provide and deliver to
--------------------------------------
STRATEGY  five  million two hundred and seventeen thousand (5,217,000) shares of
the  Company's Common Stock as initial payment due on signing of this Agreement,
which  shares  shall  be  construed  as  payment  for services to be rendered by
STRATEGY  on  behalf  of  the Company for the next twelve months for its role as
Management  Consultant,  and  for the  substantial completion of the performance


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<PAGE>
objectives  outlined  in Part I, Paragraph A above ("Initial Engagement").  Such
payment shall be received by STRATEGY no later than January 5, 2004.  The shares
issued  to  STRATEGY hereunder shall be registered for public sale pursuant to a
registration  statement  or  statements  filed  with the Securities and Exchange
Commission  ("SEC")  on  Form S-8, to be filed not later than February 12, 2004.
Company agrees to further compensate STRATEGY, in connection with its management
consulting  services in relation to corporate strategy consulting and the filing
of  interim,  quarterly  and  annual  federal  securities  disclosure  reports,
including  preparation  of  appropriate forms and Edgarization of such forms for
filing  with  the  U.S. Securities and Exchange Commission, STRATEGY will charge
its  normal  hourly  rates  for  services  rendered, as shown in Appendix A, and
                                                                 ----------
agrees  to be compensated in the form of common stock of Company, and to receive
such  stock  in  lieu  of cash payment for services rendered, provided that such
shares  shall  be  similarly  registered with the SEC on Form S-8.  Valuation of
said  stock will be calculated based upon the 10-trading day average closing bid
value  of  the  'Company's  Common  Stock  immediately preceding the date of the
applicable  invoice  issued  by  STRATEGY  to  the  Company.

COMPENSATION  FOR  FINANCIALCONSULTING/M&A  CONSULTING.  Upon the success of any
------------------------------------------------------
Transaction,  the  Company shall issue a Warrant to purchase 2,500,000 shares of
restricted  Common  Stock  at  an  exercise  price of $.25 cents per share. Such
warrants  shall  be entitled to anti-dilution, registration and other rights, as
set forth in the warrant. Upon the closing of any Transaction, including any and
all financings, sale of assets, merger, acquisition or combination of assets and
capital  raises  for  the Company, or any other equivalent transaction, STRATEGY
will be paid at each such closing an amount equal to 5% of the gross value of or
proceeds  received  by  the  Company  at  closing  (the  "Gross Proceeds") up to
$1,000,000,  plus  4%  of  any Gross Proceeds between $1,000,001 and $2,000,000,
             ----
plus  3% of any Gross Proceeds between $2,000,001 and $3,000,000, plus 2% of any
   -                                                              ----
Gross Proceeds greater than $3,000,001. The Company agrees promptly to reimburse
STRATEGY, whether or not a Transaction shall be proposed or consummated, for all
reasonable  out-of-pocket  costs and expenses incurred by STRATEGY in connection
with  the  performance of its services hereunder, including, but not limited to,
reasonable  telephone  and  telex  expenses  and  lodging and travel costs, upon
submission  of  appropriate invoices to the Company. It is understood and agreed
that  compensation, if any, due and payable by the Company to third parties such
as  banks,  advisors and finders in connection with any Transaction are separate
and  independent  of  any  compensation  payable  to STRATEGY in respect of such
Transaction.

It is expressly agreed between the parties that no compensation is being or will
be  awarded to STRATEGY in the form of stock registered pursuant to Form S-8 for
any  service  that directly or indirectly promotes or maintains a market for the
Company's  securities. If such services are to be provided, STRATEGY will notify
Company  and  the  parties shall agree in advance that such fees will be paid in
cash,  in  restricted securities or in non-restricted securities which have been
registered  or  exempt  from registration, or some combination thereof, prior to
commissioning,  performing  and/or  issuing  an  invoice  for  said  services.

At  all  times  other  than  for  the  Initial Engagement, STRATEGY will provide
written  cost  estimates  to  the  Company within two (2) business days prior to
undertaking any services not expressly commissioned within this Agreement or, if
commissioned,  require  additional  clarification  as to the nature and scope of
such  services.


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<PAGE>

     The  Company  agrees  to  assist  STRATEGY in its engagement by the Company
hereunder  by:

     making  available  to  STRATEGY  all  information  concerning the Company's
     business,  assets,  operations and financial condition as may be reasonably
     requested  by  STRATEGY and/or  any  potential  Financing  Source;  and

     making  available to STRATEGY the Company's management, other personnel and
     the  appropriate  representatives of its independent public accountants for
     discussions  and  consultations  at  such  times as STRATEGY may reasonably
     request  in  furtherance  of  STRATEGY's  obligations  hereunder.

     STRATEGY  shall be entitled to rely upon all reports of the Company and all
information  supplied  to  it  by  the  Company  or its authorized employees and
representatives.  The  Company represents and warrants that all such information
supplied to STRATEGY shall be true, correct and complete.  STRATEGY shall not in
any  respect  be responsible for, or have any obligation to verify, the accuracy
or  completeness  of  any  such  report  or  information  and  the Company shall
indemnify  and  hold  harmless  STRATEGY  against any losses, claims, damages or
liabilities  resulting  from  such  inaccuracy  or  lack  of  completeness.

V.     INDEMNIFICATION

The  Company  agrees  to  indemnify,  defend  and  hold  harmless  STRATEGY, its
affiliates  and  representatives,  and  their respective shareholders, partners,
directors,  officers  and  employees  (collectively,  the  "STRATEGY Indemnified
Parties")  against  any  claims,  actions  (wherever  located), damages, losses,
liabilities  or costs, including, without limitation, defense costs, court costs
and reasonable attorneys' fees and expenses incurred in investigation or defense
thereof (collectively, "Damages"), whether arising out of, based upon or related
to  (i)  acts or alleged acts taken or omitted to be taken (including any untrue
statements  made or any statements omitted to be made) by the Company, (ii) acts
or  alleged  acts taken or omitted to be taken by any STRATEGY Indemnified Party
with the Company's consent or in conformity with the Company's acts or omissions
or  (iii)  STRATEGY's  engagement  hereunder,  any  Transaction  or the services
contemplated  hereby.  However,  the  Company  shall  not  be liable for Damages
incurred  by  a  STRATEGY  Indemnified  Party  to the extent that a court having
competent jurisdiction shall have determined by final judgment that such Damages
resulted primarily and directly from the willful malfeasance or gross negligence
of  such  STRATEGY  Indemnified  Party.

The  Company  agrees that no STRATEGY Indemnified Party shall have any liability
(whether  direct  or indirect, in contract,  tort or otherwise) for any Damages
sustained  by  the Company (or any person claiming through the Company) unless a
court having competent jurisdiction shall have determined by final judgment (not
subject  to  further  appeal)  that such Damages resulted primarily and directly
from  the  willful  malfeasance or gross negligence of such STRATEGY Indemnified
Party  under  circumstances  where  STRATEGY's  act  or  failure  to act was not
specifically  requested  or  consented  to  by the Company.  Notwithstanding the
above,  STRATEGY's  liability  hereunder  shall  not  exceed  the amount of fees


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<PAGE>

actually  received  by  STRATEGY  hereunder  (excluding  any amounts received as
reimbursement  of  legal  fees  and  expenses  incurred  by  STRATEGY).

The provisions of this Article V shall apply to STRATEGY's engagement under this
Agreement,  activities  relating  to such engagement occurring prior to the date
hereof,  and any subsequent modification of or amendment to such engagement, and
shall remain in full force and effect following the completion or termination of
such  engagement.

VI.     CONFIDENTIALITY.
        ---------------

By  their execution hereof, each Party acknowledges to and agrees with the other
that  in  the  exercise of the rights granted and duties delegated to such Party
pursuant  to  this Agreement, such Party may be or become familiar with or aware
of  certain  Confidential  Information  (as  such  term  is hereinafter defined)
disclosed  by  the  other, or one or more of its respective officers, directors,
employees,  shareholders,  partners,  agents  or  representatives  (each of such
relationships  being defined herein as an "Affiliate").   Accordingly, each such
Party  hereby  agrees  that  any  and  all Confidential Information disclosed or
furnished  to  it,  or  to  any  of  its  Affiliates, by the other or any of its
Affiliates,  is  and  shall remain proprietary to the disclosing Party.  Neither
Party, nor any Affiliate thereof, shall have any rights to distribute or divulge
any  of  such  Confidential  Information  to  any third party without the prior,
written  consent  of  the  disclosing  Party,  nor  use any of such Confidential
Information  in  any  way  detrimental  to the disclosing Party or to any of its
Affiliates, or in any way which would otherwise destroy, injure or impair any of
its  or  its  Affiliates'  rights  in  or  in  respect  of any such Confidential
Information  including,  without  limitation,  by using any of such Confidential
information  to  establish  or assist any person or entity which is, or will be,
directly  or  indirectly  in competition with the Company.  For purposes of this
Agreement,  the  term  "Confidential  Information"  shall  mean  any  and  all
proprietary  information  belonging  to  the  Party  disclosing such information
hereunder,  whether  tangible or intangible, written or oral, including, without
limitation,  any  intellectual  property  rights,  books  and  records, computer
software  and  files,  lists  of  (or  proprietary  information  concerning) its
customers,  suppliers,  vendors  and other business relationships, and any other
item  which  may  properly  be  classified as a protected trade secret under the
California  Trade  Secrets  Act, as amended.  Each Party hereby expressly agrees
and  understands  that the agreements to abide by the provisions of this Section
VI  constitute  a material part of the consideration inducing each Party to make
available  the Shares hereunder, and that any violation of such provisions could
create immediate and irreparable harm to the disclosing Party. In the event that
any  receiving Party is requested in any proceeding to disclose any Confidential
Information,  such  Party shall give the Disclosing Party notice of such request
so  that  the Disclosing Party may seek an appropriate protective order.  If, in
the  absence  of  a  protective  order,  a  Receiving  Party  may nonetheless be
compelled to disclose Confidential Information, it may disclose such Information
without  liability hereunder; provided, however, that we give you written notice
                              --------
of  the  Confidential  Information  to  be  so disclosed as far in advance as is
practicable.  Each  Party  shall  use  its  respective  best  efforts  to obtain
assurance  that  confidential  treatment  will  be accorded to such Confidential
Information.


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<PAGE>

VII.     REPRESENTATIONS  AND  WARRANTIES;  ENFORCEMENT

Each  of  the  officers,  directors  and  affiliates of the Company and STRATEGY
hereby represents and warrants to the other that (i) such Party's representative
executing  this Agreement has the authority to enter into and bind such Party to
the  terms  of  this  Agreement,  (ii)  this Agreement has been duly authorized,
executed  and  delivered  by  it and (iii) this Agreement constitutes its legal,
valid  and  binding  obligation,  enforceable  against it in accordance with its
terms.  Should either STRATEGY or the Company commence any action, suit or other
proceeding  to  enforce  this  Agreement or any provision hereof, the prevailing
Party  in any such action, suit or other proceeding shall be entitled to recover
its  reasonable  attorney's  fees  and expenses incurred in connection therewith
from  such  other  Party.

VIII.     TERM.

The  initial  term  of  this  Agreement shall be for a period of six (6) months,
commencing  on the date first mentioned above, and shall automatically renew for
additional periods of six (6) months thereafter unless, at least sixty (60) days
prior to the date any such term is due to expire, either party shall provide the
other  with  a  notice of non-renewal; provided, however, that STRATEGY shall be
entitled  to  receive  the  full fee set forth in Article IV hereof in the event
discussions  are  held with a Financing Source during the term of this Agreement
and  a  Transaction  or  other  business  arrangement  is  consummated with such
Financing  Source within 12 months from the date this Agreement is terminated or
expires.  This  Agreement  may  be  terminated  by either party in the event the
other  party shall have committed any material breach or violation of a material
representation,  warranty,  or  agreement  contained  herein;  provide  that the
terminating party shall have delivered notice of such breach or violation to the
other party not less than thirty (30) days prior to the date of such termination
and,  if such breach or violation is cured to the reasonable satisfaction of the
terminating  party, or waived, within such thirty-day period then no termination
of  this  Agreement  shall  occur,  or  shall  be  deemed  to  have  occurred.

IX.     NOTICES

All  notices,  requests,  demands,  payments,  consents and other communications
hereunder shall be transmitted in writing and delivery thereof shall be complete
when (a) delivered in person (with written confirmation of receipt), (b) sent by
telecopier  (with written confirmation of receipt), provided that a copy is sent
by  registered  mail,  return  receipt  requested,  or  (c) when received by the
addressee,  if  sent by a nationally recognized overnight delivery service or by
registered  or  certified  mail  (receipt  requested), postage and other charges
prepaid,  in  each  case  addressed  as  follows:

Company:     Zenith  Technology,  Inc.
             2600  Michelson  Drive,  17th  Floor
             Irvine,  California  92612
             Attn:  Tim Williams


Consultant:  Strategy  Partners,  LLC
             2600  Michelson  Drive,  17th  Floor
             Irvine,  California  92612
             Attn:  Omar  A.  Rizvi


Either  of the Parties may change its address by giving notice of such change of
address  to  the  other  in  accordance  with  the  terms  of  this  Article IX.


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<PAGE>

X.     NO  PROJECTIONS  OR  REPRESENTATIONS

The  Parties  acknowledge  and  represent that no projections or representations
regarding  the  amount  of  income, sales, or profits they can expect to earn or
receive  by  virtue  of  this  Agreement have been received by either Party. The
Parties acknowledge that no representations or warranties inconsistent with this
Agreement  were  made  to  induce  either  Party  to  execute  this  Agreement.

The  Parties  acknowledge  that  neither of the Parties nor any other person can
guarantee  the  successful  arrangement or completion of all or any portion of a
Transaction.  The  undersigned, by signing this Agreement, acknowledge that they
have  read  same  and  that  they  have  been  requested  to  state  in  writing
hereafter  and prior to execution hereof any terms, claims, covenants, promises,
or representations, including representations as to any income, sales, or profit
projections,  that  were  made  by  either of the Parties or its representatives
contrary to the provisions of this Agreement, including the persons making same,
the  location,  and  date  thereof.

XI.     ENTIRE  AGREEMENT

The  undersigned  acknowledge  that  they,  and  each  of  them,  have read this
Agreement  in  full,  are  cognizant  of  each  and  every  one of the terms and
provisions  hereof  and  are  agreeable  thereto,  that  no  representations  or
agreements,  whether oral or written, except as hereinafter set forth, have been
made  or  relied  upon  and  that any and all prior agreements or understandings
between  the  Parties, relating to the subject matter of this Agreement, whether
oral  or  written,  are  canceled  by  the  execution  of  this  Agreement.  The
undersigned  also acknowledge that the signatures affixed hereto were affixed as
the  wholly voluntary act of the persons who signed this Agreement, and that the
terms  and  provisions of this Agreement cannot be changed or modified unless in
writing  signed  by  the  Company  and  STRATEGY acting through their respective
authorized  representatives.  No  modification  or amendment of any provision of
this  Agreement  shall be construed as a waiver, breach, amendment, modification
or  cancellation  of  any other provision. As of the date hereof, this Agreement
constitutes  the  entire  agreement  and  understanding  between the Company and
STRATEGY.

XII.     WAIVER  OF  RIGHTS

Any  delay or failure by either of the Parties to enforce any rights or remedies
under  this  Agreement  shall  not  be  construed  as a waiver of such rights or
remedies.  Any waiver, including a waiver of default, in any one instance, shall
not  constitute  a  continuing  waiver  or  a  waiver in any other instance. Any
acceptance  of  money  or  other  performance by either of the Parties shall not
constitute  a  waiver of any default, except as to the payment or performance so
received.

XIII.     VALIDITY  OF  PARTS;  HEADINGS

Any invalidity of any portion of this Agreement shall not affect the validity of
the  remaining  portion, and unless substantial performance of this Agreement is
frustrated  by  any such invalidity, this Agreement shall continue in full force
and  effect.  The  headings used herein are inserted for purposes of convenience
only  and  shall  not  be  used  in  interpreting  the  provisions  hereof.


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<PAGE>

XIV.     EXECUTION;  COUNTERPARTS;  FACSIMILE  SIGNATURES.
         ------------------------------------------------

This Agreement shall not be binding on either of the Parties unless and until it
shall  have  been accepted and signed by authorized officers or directors of the
Company  and  STRATEGY.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one and the same instrument.  Facsimiles containing
original  signatures  shall  be  deemed for all purposes to be originally-signed
copies  of  the  documents  which  are  the  subject  of  such  facsimiles.

XV.     ASSIGNMENT.
        ----------

This  Agreement  shall  be binding upon and inure to the benefit of the Parties,
their  heirs,  successors,  and  assigns  provided that no Party may assign this
Agreement  without  the  prior  written  consent  of  the  other  Party.

XVI.     GOVERNING  LAW;  JURISDICTION.
         -----------------------------

This Agreement shall be governed by and construed in accordance with the laws of
the  State  of  California without regard to any conflicts of laws principles of
any  jurisdiction (including California).  The Parties irrevocably submit to the
exclusive jurisdiction of the Federal and California State courts located in the
County of Orange for the purpose of any suit, action or other proceeding arising
out  of  this  Agreement,  or any of the agreements or Transactions contemplated
hereby,  and (i) hereby irrevocably agree that all claims in respect of any such
suit,  action or proceeding may be heard and determined in any such courts, (ii)
to  the  extent  that any such Party has acquired, or hereafter may acquire, any
immunity  from jurisdiction of any such court or from any legal process therein,
hereby  waive,  to  the fullest extent permitted by law, such immunity and (iii)
agree  not to commence any action, suit or proceeding relating to this Agreement
other than in such courts.  Each of the Parties hereby waives, and agrees not to
assert  in  any  such  suit,  action or proceeding, in each case, to the fullest
extent  permitted  by  applicable  law,  any  claim  that  (a) such Party is not
personally  subject  to  the  jurisdiction of any such courts, (b) such Party is
immune  from  any  legal  process (whether through service of notice, attachment
prior  to judgment, attachment in aid of execution, execution or otherwise) with
respect  to  such Party or its property, (c) that venue in such county is in any
way  improper,  or (d) that any such suit, action or proceeding is brought in an
inconvenient  forum.  The  Parties  hereby  waive  any right to trial by jury in
connection  with any dispute, action or proceeding relating to this Agreement, a
Transaction  or  any matter contemplated hereby. In the event either party shall
be  forced  to bring any legal action to protect or defend its rights hereunder,
then  the prevailing party in such proceeding shall be entitled to reimbursement
from  the non-prevailing party of all fees, costs and other expenses (including,
without  limitation,  the  reasonable  expenses of its attorneys) in bringing or
defending  against  such  action.


                                      E-11
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     IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be
duly  executed  as  of  the  day  and  year  first  above  written.


STRATEGY  PARTNERS,  LLC                    WITNESS:


/s/ Omar A. Rizvi
-------------------------                   -------------------------
By:  Omar  A.  Rizvi
Its: Managing  Member


Zenith  Technology,  Inc.                   ATTEST:


/s/ Tim Williams                            /s/
------------------------------              -------------------------
By:  Tim Williams      .                    By:
Its: Chief Executive Officer                Its: Secretary


                                      E-12
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