EXHIBIT 4.4


                 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 Steve  Cummins,  a
resident of Atlanta, GA ("Cummins").


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

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

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

     WHEREAS, NNOS wishes to engage Cummins 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 Cummins  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  Cummins as  payment  for  services  rendered
pursuant to an S-8  Registration  Statement to be filed with the  Commission  by
NNOS; and

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


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

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

     A.  3,500,000  shares of NNOS's  unrestricted  common Cummins shares of the
NNOS's Common Cummins, par value $0.01 per share (the "Common Cummins"), 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.  Cummins  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.


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     6.  Cummins  Liability.  In the  absence  of gross  negligence  or  willful
misconduct  on the  part of  Cummins  or  Cummins  breach  of any  terms of this
Agreement,  Cummins  shall not be liable  to NNOS or to any  officer,  director,
employee,  Cumminsholder  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 Cummins or the breach by Cummins 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 Cummins) which may in any way
result from services  rendered by Cummins  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 Cummins  without
the prior approval or authorization of NNOS.

     7. NNOS's Liability. Cummins agreAgreement.  This indemnification expressly
excludes any and all damages as a result of any actions or  statements on behalf
of NNOS made by Cummins without the prior approval or authorization of NNOS.

     7. NNOS's Liability. Cummins agreS without

the  prior approval or authorization of NNOS or which are otherwise in violation
of  applicable  law.

     8. Representations. Cummins makes the following representations:

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

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

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

            E.    Cummins 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;


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            F.    During  the term of this  Agreement  and for a  period  of two
                  years thereafter,  Cummins 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. Cummins shall
                  not reveal said trade  secrets to others  except in the proper
                  exercise  of his  duties  for  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 Cummins,
                  or (iii)  required  to be  disclosed  by Cummins  pursuant  to
                  judicial or governmental  order.  Cummins 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 Cummins 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 nay 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 Cummins;  and it shall be binding upon
and  inure to the  benefits  of the  parties  and their  respective  successors,
assigns and legal representatives.


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     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                     Steve Cummins

By: /s/ Scott Ervin                        By: /s/ Steve Cummins
Authorized Corporate Signatory                 Steve Cummins


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