EXHIBIT 4.9


                 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 Jay  McFadden,  a
resident of Reno, NV ("McFadden").

                                    RECITALS
                                    --------

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

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

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


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

     2. Duties Expressly  Excluded.  This Agreement  expressly excludes McFadden
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.  McFadden 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 McFadden 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 McFadden agree that McFadden 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.  McFadden  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.  McFadden  Liability.  In the  absence  of gross  negligence  or willful
misconduct  on the part of  McFadden  or  McFadden  breach  of any terms of this
Agreement,  McFadden  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
McFadden or the breach by McFadden 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  McFadden)  which may in any way result
from services  rendered by McFadden  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 McFadden  without
the prior approval or authorization of NNOS.

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

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

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


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

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


By: /s/ Scott Ervin                        By: /s/ Jay McFadden
Authorized Corporate Signatory                 Jay McFadden



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