EXHIBIT 4.5


[LOGO KENN PALM CONSULTING]             KENN PALM CONSULTING
                                        6430 South Windmermere Street
                                        Littleton, CO 80120
                                        888-554-2636
--------------------------------------------------------------------------------

                                    CONTRACT

This  Contract,  effective as of the date shown at the end of this document (the
"Effective Date") is entered into by and between KENN PALM,  referred to in this
document as the "Contractor",  and NANOSIGNAL CORPORATION,  INC., referred to in
this document as the "Customer".

Contractor is a private contractor residing in Colorado, USA.

Customer is a Publicly Traded Company with address at 3960 Howard Hughes Parkway
Suite 560. Las Vegas NV 89109.

1.    ENGAGEMENT: The Contractor agrees to act as a contractor, and the Customer
      agrees to retain the services of Contractor to Customer,  beginning on the
      Effective  Date,  pursuant to the terms and  conditions  contained  below.
      During the term of this Contract,  the Contractor shall provide consulting
      services as detailed in  Attachments  A-D,  Statements of Work.  Change in
      orders may be made and  additional  tasks may be added to the Statement of
      Work  during  the  Term of this  Contract  upon  mutual  agreement  of the
      Contractor and the Customer. In compensation for the services described in
      the  attached  Statement  of Work  attachments,  the  Contractor  shall be
      compensated in the amount of 2 million NNOS free-trading shares.

2.    TERM:  The term of this Contract  shall commence on the Effective Date and
      shall terminate one year thereafter.

3.    COMMERCIALLY  REASONABLE  EFFORTS:  In rendering services pursuant to this
      Contract,  the  Contractor  agrees to devote its  commercially  reasonable
      efforts to the performance of its duties and  responsibilities  under this
      Contract.  The  Customer  agrees to  devote  its  commercially  reasonable
      efforts to support the  activities  of the  Contractor  in any  reasonable
      technical,  administrative  and  commercial  way to provide the Contractor
      with documentation, statements and credentials available to Customer which
      shall  allow the  Contractor  to perform  its duties and  responsibilities
      promised under this Contract.

4.    INDEPENDENT CONTRACTOR: The Contractor's relationship with the Customer is
      that of an  independent  contractor,  and nothing in this Contract will be
      construed   to   create   a   joint   partnership,   joint   venture,   or
      employer-employee relationship. The Contractor is not an agent of Customer
      and is not authorized to make any  representation,  contact, or commitment
      on behalf of the Customer unless  specifically  requested or authorized to
      do  so  in  writing  by  the  Customer.   The  Contractor  will  under  no
      circumstances  perform duties not related to the work assigned  explicitly
      to the Contractor under this Contract.  The Contractor  acknowledges  that
      the Customer  intends not to withhold any federal income tax, state income
      tax, social security tax or state disability insurance tax from amounts to
      be paid to the  Contractor  under this Contract.  The  Contractor  further
      acknowledges that the Customer will not pay any social security or federal
      or state  unemployment on the Contractor's  behalf, and will not cover the
      Contractor  or  any of  its  employees  under  any  worker's  compensation
      insurance,  unemployment  insurance,  retirement  plan,  health care plan,
      disability  or life  insurance  plan or any other  benefit  plan which the
      Customer provides for its employees.


888-554-2636                                                kenn@keptprivate.com
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5.    PAYMENTS:  For the  services  to be  rendered  under  this  Contract,  the
      Customer  agrees to pay the Contractor as  compensation  for its services,
      and the Contractor  agrees to accept as full  compensation  amounts as per
      the rates given in  Attachment A. Payment under this Contract will be made
      upon  presentation  and  acceptance of an invoice  emailed or faxed by the
      Contractor   every  two  weeks.  The  Customer  will  also  reimburse  the
      Contractor for all reasonable  travel and travel related expenses incurred
      by the Contractor as a result of travel requested by Customer.

6.    CONFIDENTIALITY:  It may be  necessary  for the Customer or its Clients or
      the Contractor during this Contract (the "Disclosing Party") to provide to
      the  Contractor  or to the Customer (the  "Receiving  Party") with certain
      confidential and proprietary techniques,  inventions,  methods,  know-how,
      drawings,  marketing plans, and other information in written, oral, and/or
      physical sample form ("Confidential Information").

      6.1.  CONFIDENTIAL INFORMATION: "Confidential Information" may be provided
            in either written or oral form,  but when disclosed  orally shall be
            treated  as  Confidential   Information  under  the  terms  of  this
            Contract.

      6.2.  NONDISCLOSURE: The Receiving Party shall:

            6.2.1. Treat all Confidential Information as strictly confidential;

            6.2.2.Not disclose any Confidential  Information to any other person
                  or entity without the prior written  consent of the Disclosing
                  Party;

            6.2.3.Protect the  Confidential  Information  with at least the same
                  degree  of care  and  confidentiality  as it  affords  its own
                  confidential  information,  at all times exercising at least a
                  reasonable degree of care in such protection; and

            6.2.4.Not use any Confidential  Information in any manner except for
                  purposes of conducting  business with the Disclosing Party, or
                  as otherwise agreed by the Disclosing Party in writing.

      6.3.  Notwithstanding  the  previous  clauses,  the  Receiving  Party  may
            disclose Confidential Information pursuant to an Order of a Court or
            Governmental  Agency as required by such  Order,  provided  that the
            Receiving  Party shall  first  notify the  Disclosing  Party of such
            Order and  afford the  Disclosing  Party the  opportunity  to seek a
            Protective Order relating to such disclosure.

      6.4.  The  Receiving  Party hereby agrees to notify the  Disclosing  Party
            immediately  if it learns of any use or disclosure of any Disclosing
            Party Confidential Information in violation of the terms hereof.

      6.5.  Customer and Contractor  each agree that  disclosure of Confidential
            Information  of either  Disclosing  Party  shall be  limited  by the
            Receiving  Party  to  employees  of the  Receiving  Party  having  a
            need-to-know,  and that such employees shall execute and be bound by
            an employee Contract requiring handling of Confidential  Information
            in accordance with the terms of this Contract.


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      6.6.  The Receiving  Party shall observe all  obligations  hereunder  with
            respect to disclosures of  Confidential  Information for a period of
            five (5) years after the  particular  Confidential  Information  was
            received from the Disclosing Party.

7.    TITLE  AND  PROPRIETARY  RIGHTS.  Notwithstanding  the  disclosure  of any
      Confidential  Information by the Disclosing  Party to the Receiving Party,
      the  Disclosing  Party shall retain title thereto and to all  intellectual
      property and proprietary rights therein, and the Receiving Party will have
      no rights,  by license or otherwise,  to use the Confidential  Information
      except as expressly  provided herein.  The Receiving Party shall not alter
      or  obliterate  any  trademark,   trademark   notice,   copyright  notice,
      confidentiality notice or any notice of any other proprietary right of the
      Disclosing  Party on any copy of the Confidential  Information,  and shall
      faithfully  reproduce  any  such  mark or  notice  on all  copies  of such
      Confidential Information.

8.    RETURN OF  CONFIDENTIAL  INFORMATION.  The  Receiving  Party will promptly
      return all tangible material  embodying  Confidential  Information (in any
      form and including, without limitation, all summaries, copies and excerpts
      of  Confidential  Information)  upon the earlier of (a) the  completion or
      termination of the dealings between the Disclosing Party and the Receiving
      Party, and (b) the Disclosing  Party's written request.  The terms of this
      Contract  will  survive  termination  hereof  and the  survival  period of
      Section 3 with respect to all  tangible  material  embodying  Confidential
      Information.

9.    OWNERSHIP OF INTELLECTUAL PROPERTY:

      9.1.  It is understood that certain Intellectual  Property will be created
            as a result of this  Contract.  The  ownership of each  Intellectual
            Property item created under this Contract is described in Attachment
            A. Intellectual  property may include designs,  documents,  computer
            code or other software or firmware,  business  methods,  trademarks,
            service marks, and other Intellectual Property items, as well as any
            patents,  trademark  registrations,  service mark registrations,  or
            copyrights that protect them, or trade secret rights.

      9.2.  The owner of each Intellectual Property item described in Attachment
            A of this  Contract and created  under this  Contract  shall own and
            have  worldwide  rights  item,  and shall have full right to use the
            item in the  application  for which they were  intended by virtue of
            this Contract.

      9.3.  The Contractor shall own its own Intellectual Property and software,
            whether created previously to, or outside of, this Contract.  Should
            the  Customer  or its  Clients  require  or  request  the use of the
            Contractor's own Intellectual  Property or software for use with the
            software,  firmware and overall design of the deliverables  pursuant
            to this Contract, the Contractor agrees to license such Intellectual
            Property under reasonable terms to the Customer or its Clients. When
            requested by the  Customer,  the  Contractor  agrees,  at a mutually
            agreeable rate of compensation,  to support the Customer in any acts
            deemed  necessary  by the  Customer  to vest  title in  Intellectual
            Property  it takes  title to under this  Contract  and to  otherwise
            protect the Customer's  rights in the delivered work product and all
            associated inventions, discoveries and improvements.


888-554-2636                                                kenn@keptprivate.com
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10.   NON-COMPETITION AND NON-SOLICITATION: During the Contract Term and for one
      year  thereafter,  neither the Contractor nor the Customer shall induce or
      solicit  (directly or  indirectly)  any employee of the other party or its
      clients  to  leave  that  party's   employment  nor  engage  (directly  or
      indirectly)  the services of such  employee  (as an employee,  consultant,
      independent  contractor or otherwise) without the prior written consent of
      the party.

      10.1. Neither  party shall  (directly or  indirectly)  solicit the other's
            clients  for  purposes  of  providing  services  or software to such
            client in competition with party presently engaged with the client.

      10.2. Neither  party  shall  (directly  or  indirectly)  engage  in direct
            competition  with other party  during the  Contract  Term.  If it is
            determined  that the  Contractor and the Customer are in competition
            for a particular  client order,  the later competitor shall agree to
            withdraw itself from such competition.

      10.3. The  non-competition  provisions  of  this  Section  7  shall  apply
            worldwide.

11.   INDEMNIFICATION:  Each party shall defend, indemnify and hold harmless the
      other party against any liability, demands, claims or actions arising from
      the acts (or any failure to act) of the party  hereunder and any breach by
      the party of its  obligations  hereunder,  including,  but not limited to,
      violation or  infringement  of any  trademark,  patent or copyright.  Each
      party shall  indemnify  and hold harmless the other party from any losses,
      damages, claims, liabilities,  and costs incurred by the party as a result
      of (or in  connection  with)  breach of this  Contract by the party.  This
      Section shall survive the Contract Term.

12.   PROPERTY  RIGHTS:  Each party  agrees to  deliver  promptly  all  property
      belonging  to the other party or its  clients'  property and all copies of
      the other party's property in its possession at any time upon that party's
      request.  Upon  termination of this Contract for any reason,  both parties
      agrees to deliver promptly to the other party all such documents,  whether
      in written, graphical, or electromagnetic form, together with any other of
      the other party's  property then in its  possession,  except as the owning
      may, by prior written approval, allow the other party to retain.

13.   TERMINATION:  This  Contract may be terminated by either party at any time
      upon seven (7) days written  notice.  In the event of  termination of this
      Contract,   all  provisions   herein  with  respect  to   confidentiality,
      ownership, non-solicitation and property rights shall remain in force.

14.   NOTICES:  All notices regarding this Contract shall be given in writing by
      hand delivery, courier service, US Mail, email, or facsimile, addressed to
      the signatories of this Contract at the respective  addresses in the first
      paragraph of this Contract,  or at such addresses as may from time to time
      be designated by either party to the other.

15.   WAIVER:  No  failure  by  either  party  to  exercise,  and  no  delay  in
      exercising,  any right  conferred by this  Contract  shall act as a waiver
      that right.  No single or partial  exercise of any right conferred by this
      Contract by either party shall  preclude  any other or future  exercise of
      any right conferred by this Contract by that party.


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16.   ASSIGNMENT: This Contract is not assignable by either party in whole or in
      part without the written consent of the other party.

17.   GOVERNING  LAW: This Contract  shall be construed and governed by the laws
      of the State of California,  USA. Any  controversy or claim arising out of
      or  related  to this  Contract,  or breach  thereof,  shall be  settled by
      either:

      17.1. Arbitration,  to be held in  Santa  Barbara  County,  California  in
            accordance with the rules of the American  Arbitration  Association,
            with the  decision of the  arbiters  shall be binding on the parties
            thereto; or

      17.2. Court proceedings, to be held in the Courts of Santa Barbara County,
            CA

18.   ATTORNEY'S  FEES:  In  litigation,  arbitration,  or litigation to enforce
      judgment of an arbiter's  award,  the  prevailing  party  therein shall be
      entitled to recover its reasonable attorney's fees and costs of litigation
      or arbitration from the non-prevailing party, and in addition, ten percent
      (10%) simple interest on all sums due, from the date they become due until
      the date they are paid.

19.   LIMITATIONS  ON  JUDGMENTS:  In the  event  of  Court  action,  exemplary,
      punitive, and consequential awards shall be limited to $100 in total.

20.   FORCE  MAJEURE:  Failure to perform  by either  party  shall be excused if
      caused by Force Majeure.

21.   ENTIRE CONTRACT AND AMENDMENT: This Contract shall constitute the complete
      and exclusive  Contract between the parties respecting the subject matter.
      This  Contract may not be amended,  terminated,  or  superseded  except by
      agreement in writing between the two parties. This Contract supersedes all
      previous  Contracts  between  Contractor  and  Customer,  whether  oral or
      written, regarding subject matter hereof.

      The parties agree to this Contract as of the date shown below.



CONTRACTOR:                                CUSTOMER:


KENN PALM
                                           -------------------------------------

                                           /s/ Scott Irvin
                                           -------------------------------------
/s/ KENN PALM                              Scott Irvin
                                           Chief Executive Officer
                                           NanoSignal Corporation
                                           3960 Howard Hughes Parkway Suite 560
                                           Las Vegas, NV  89109
KEN PALM                                   -------------------------------------


888-554-2636                                                kenn@keptprivate.com
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                                STATEMENT OF WORK

                              CONTRACT ATTACHMENT A

This  Attachment is incorporated  into the Contract it references,  between KENN
PALM,  referred  to  in  this  document  as  the  "Contractor",  and  NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".

22.   OVERALL DESCRIPTION OF THE PROJECT:

Nanosignal  Corporation  (formerly  known as MicroSignal  Corporation)  has gone
through a name change,  creating the need for the  development of a complete new
corporate  image,   including  corporate  website,   logo,  busincess  card  and
letterhead.  In  addition  to  this,  the  corporation  wants  to  have  a  more
interactive and visibly appealing means of communicating a compact message about
the company and it's  technology  advantages  and investment  opportunities.  To
accomplish this, the contract will develop a Flash movie describing the company,
its technology  and investment  opportunity.  Finally,  the system  requires the
provision  of an  Investor  Relations  system  which will  allow the  company to
collect inquiries about the company,  store them in a database and automatically
send follow ups to the inquiries.

This  Statement  of  Work  covers  the  development  of the  corporate  website.
Subsequent SOW's will address the corporate package and the Flash demos.

23.   PROJECT DETAILS:

      23.1. The purpose of this project is the  development  of an HTML web site
            with a Flash intro

      23.2. Key  measurement of success - viewer impact.  Customer is seeking to
            achieve  stickiness  to the site and increased  visitor  interest by
            impactful Flash content.

      23.3. Key measurement of success - investor  participation  in the website
            project.  It is required that the contractor prepare a minimum of 3,
            preferably  5 complete  websites to be reviewed by the  investors of
            the company.  The  investors in the company must be provided  with a
            means  to  review  and  provide  feedback  on each  of the  proposed
            designs.

      23.4. The  contractor  is required to provide up to 200 hours of revisions
            and improvements on the site until the Customer accepts the results.

24.   REPORTING:

      24.1. Contractor  shall  provide a  sufficient  volume  of  communications
            and/or  deliveries  to allow  Customer to track the  progress of the
            Contract.  Customer  communications  to  Contractor  that  are  of a
            directive nature shall be provided in writing, including Email. Oral
            communications  may be used to supplement  written  directives or to
            expedite their use.


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      24.2. Customer  agrees that, if the quantity of requested  reports becomes
            large enough to impact the delivery  schedule,  an adjustment of the
            terms of the contract may become necessary.

25.   PROJECT MANAGER:  Each party shall designate a Project Manager,  who shall
      be the point of primary contact between the parties. Contractor designates
      Kenn  Palm,  and  Customer  designates  L&L  Consulting  as defined by the
      contractual  agreement  between L&L Consulting and NanoSignal  Corporation
      for development and design services.

26.   VALIDITY:  If this Statement of Work is part of a Contract  Proposal,  the
      terms shall be valid for 15 days from the Proposal date.

27.   STAFFING:

      27.1. The staffing on this project will be  determined  by the  Contractor
            based upon determined need.

28.   DELIVERABLES:

      28.1. VOTING SYSTEM FOR WEBSITE

      28.2. WEBSITE COMPLETED AND DEPLOYED

29.   TENTATIVE SCHEDULE AND MILESTONES:

      29.1. This is a time  critical  project.  This  project  must be  complete
            within 2 weeks, maximum.

30.   ACCEPTANCE  TESTING:  Basic  functionality  testing  will be  performed to
      confirm  proper  functioning  of all links.  Automated  test script can be
      provided to the client if the site will be housed in an environment  which
      supports java applications.

31.   OWNERSHIP OF INTELLECTUAL PROPERTY:

      31.1. Customer shall own the Intellectual  Property  generated as a result
            of this Contract.


888-554-2636                                                kenn@keptprivate.com
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      THIS  STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
      BETWEEN  CUSTOMER AND SUPPLIER.  IN THE EVENT OF ANY CONFLICT  BETWEEN THE
      WORDING  OR  INTERPRETATION  OF THOSE TWO  DOCUMENTS,  THE  WORDING OF THE
      STATEMENT  OF  WORK  SHALL  BE  GIVEN  PRIORITY  RATHER  THAN  THAT OF THE
      CONTRACT.

      The parties agree to this Statement of Work as of the date shown below.


CONTRACTOR:                                CUSTOMER:


KENN PALM
                                           -------------------------------------

                                           /s/ Scott Irvin
                                           -------------------------------------
/s/ KENN PALM                              Scott Irvin
                                           Chief Executive Officer
                                           NanoSignal Corporation
                                           3960 Howard Hughes Parkway Suite 560
                                           Las Vegas, NV  89109
KEN PALM                                   -------------------------------------


888-554-2636                                                kenn@keptprivate.com
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                                STATEMENT OF WORK

                              CONTRACT ATTACHMENT B


This  Attachment is incorporated  into the Contract it references,  between KENN
PALM,  referred  to  in  this  document  as  the  "Contractor",  and  NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".

32.   OVERALL DESCRIPTION OF THE PROJECT:

Nanosignal  Corporation  (formerly  known as MicroSignal  Corporation)  has gone
through a name change,  creating the need for the  development of a complete new
corporate  image,   including  corporate  website,   logo,  busincess  card  and
letterhead.  In  addition  to  this,  the  corporation  wants  to  have  a  more
interactive and visibly appealing means of communicating a compact message about
the company and it's  technology  advantages  and investment  opportunities.  To
accomplish this, the contract will develop a Flash movie describing the company,
its technology  and investment  opportunity.  Finally,  the system  requires the
provision  of an  Investor  Relations  system  which will  allow the  company to
collect inquiries about the company,  store them in a database and automatically
send follow ups to the inquiries.

This Statement of Work covers the development of the Investor Relations page for
the corporate  website.  Subsequent SOW's will address the corporate package and
the Flash demos.

33.   PROJECT DETAILS:

      33.1. The  purpose  of this  project  is the  development  of an  investor
            relations page on the corporate website.

      33.2. Page must provide current PPS for the NNOS stock, with a delay of no
            greater than 20 minutes

      33.3. Page must provide all news officially published for the company

      33.4. The page must provide links to all SEC filings for the company

      33.5. The page must provide a general summary of the company.

34.   REPORTING:

      34.1. Contractor  shall  provide a  sufficient  volume  of  communications
            and/or  deliveries  to allow  Customer to track the  progress of the
            Contract.  Customer  communications  to  Contractor  that  are  of a
            directive nature shall be provided in writing, including Email. Oral
            communications  may be used to supplement  written  directives or to
            expedite their use.

      34.2. Customer  agrees that, if the quantity of requested  reports becomes
            large enough to impact the delivery  schedule,  an adjustment of the
            terms of the contract may become necessary.


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35.   PROJECT MANAGER:  Each party shall designate a Project Manager,  who shall
      be the point of primary contact between the parties. Contractor designates
      Kenn  Palm,  and  Customer  designates  L&L  Consulting  as defined by the
      contractual  agreement  between L&L Consulting and NanoSignal  Corporation
      for development and design services.

36.   VALIDITY:  If this Statement of Work is part of a Contract  Proposal,  the
      terms shall be valid for 15 days from the Proposal date.

37.   STAFFING:

      37.1. The staffing on this project will be  determined  by the  Contractor
            based upon determined need.

38.   DELIVERABLES:

      38.1. INVESTOR RELATIONS PAGE ON CORPORATE SITE

      38.2. HOSTING OF INVESTOR RELATIONS PAGE FOR 1 YEAR (12 MONTHS)

      38.3. DATA FEED FOR INVESTOR RELATIONS PAGE FOR 1 YEAR (12 MONTHS)

39.   TENTATIVE SCHEDULE AND MILESTONES:

      39.1. This is a time  critical  project.  This  project  must be  complete
            within 2 weeks, maximum.

40.   ACCEPTANCE  TESTING:  Basic  functionality  testing  will be  performed to
      confirm  proper  functioning  of all links.  Automated  test script can be
      provided to the client if the site will be housed in an environment  which
      supports java applications.

41.   OWNERSHIP OF INTELLECTUAL PROPERTY:

      41.1. Customer shall own the Intellectual  Property  generated as a result
            of this Contract.


888-554-2636                                                kenn@keptprivate.com
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      THIS  STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
      BETWEEN  CUSTOMER AND SUPPLIER.  IN THE EVENT OF ANY CONFLICT  BETWEEN THE
      WORDING  OR  INTERPRETATION  OF THOSE TWO  DOCUMENTS,  THE  WORDING OF THE
      STATEMENT  OF  WORK  SHALL  BE  GIVEN  PRIORITY  RATHER  THAN  THAT OF THE
      CONTRACT.

      The parties agree to this Statement of Work as of the date shown below.


CONTRACTOR:                                CUSTOMER:


KENN PALM
                                           -------------------------------------

                                           /s/ Scott Irvin
                                           -------------------------------------
/s/ KENN PALM                              Scott Irvin
                                           Chief Executive Officer
                                           NanoSignal Corporation
                                           3960 Howard Hughes Parkway Suite 560
                                           Las Vegas, NV  89109
KEN PALM                                   -------------------------------------



888-554-2636                                                kenn@keptprivate.com
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                                STATEMENT OF WORK

                              CONTRACT ATTACHMENT C

This  Attachment is incorporated  into the Contract it references,  between KENN
PALM,  referred  to  in  this  document  as  the  "Contractor",  and  NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".

42.   OVERALL DESCRIPTION OF THE PROJECT:

Nanosignal  Corporation  (formerly  known as MicroSignal  Corporation)  has gone
through a name change,  creating the need for the  development of a complete new
corporate  image,   including  corporate  website,   logo,  busincess  card  and
letterhead.  In  addition  to  this,  the  corporation  wants  to  have  a  more
interactive and visibly appealing means of communicating a compact message about
the company and it's  technology  advantages  and investment  opportunities.  To
accomplish this, the contract will develop a Flash movie describing the company,
its technology  and investment  opportunity.  Finally,  the system  requires the
provision  of an  Investor  Relations  system  which will  allow the  company to
collect inquiries about the company,  store them in a database and automatically
send follow ups to the inquiries.

This Statement of Work covers the development of the Investor  Relations System.
Subsequent SOW's will address the corporate package and the Flash demos.

43.   PROJECT DETAILS:

      43.1. System  must allow for  convenient  integration  with the  corporate
            website for inquiries

      43.2. System must allow for convenient integration with the Flash demos

      43.3. System must allow for capture of any user information needed

      43.4. System must allow for storage of captured information organized into
            categories providing convenient follow up at a later date

      43.5. System must provide automated email response sending to the captured
            contact  information  based upon the  category  that the  contact is
            dropped into. The system must allow for a  pre-programmed  series of
            email messages to be sent to the contacts in the database.

      43.6. System must allow for one time email  blasts to all  contacts in the
            IR database.

      43.7. System  must  provide  for  online  WYSIWYG  editing  of  the  email
            messages.

44.   REPORTING:

      44.1. Contractor  shall  provide a  sufficient  volume  of  communications
            and/or  deliveries  to allow  Customer to track the  progress of the
            Contract.  Customer  communications  to  Contractor  that  are  of a
            directive nature shall be provided in writing, including Email. Oral
            communications  may be used to supplement  written  directives or to
            expedite their use.

888-554-2636                                                kenn@keptprivate.com
                                                                   Page 12 of 17

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Kenn Palm Consulting


      44.2. Customer  agrees that, if the quantity of requested  reports becomes
            large enough to impact the delivery  schedule,  an adjustment of the
            terms of the contract may become necessary.

45.   PROJECT MANAGER:  Each party shall designate a Project Manager,  who shall
      be the point of primary contact between the parties. Contractor designates
      Kenn  Palm,  and  Customer  designates  L&L  Consulting  as defined by the
      contractual  agreement  between L&L Consulting and NanoSignal  Corporation
      for development and design services.

46.   VALIDITY:  If this Statement of Work is part of a Contract  Proposal,  the
      terms shall be valid for 15 days from the Proposal date.

47.   STAFFING:

      47.1. The staffing on this project will be  determined  by the  Contractor
            based upon determined need.

48.   DELIVERABLES:

      48.1. FULLY FUNCTIONAL SYSTEM AS DESCRIBED ABOVE

      48.2. UP TO 10 LIVE TRAINING SESSIONS ON THE USE OF THE SYSTEM

      48.3. HOSTING OF THE SYSTEM FOR ONE YEAR (12 MONTHS)

49.   TENTATIVE SCHEDULE AND MILESTONES:

      49.1. This is a time  critical  project.  This  project  must be  complete
            within 2 months, maximum.

50.   ACCEPTANCE  TESTING:  It is  the  customer's  responsibility  to  complete
      Acceptance  Testing.  The  Contractor  will  provide 5 months of unlimited
      support on the system for all bugs found. The contractor will also provide
      up to 100  hours  of  additional  programming,  as  needed,  for  features
      determined to be needed at a later date.

51.   OWNERSHIP OF INTELLECTUAL PROPERTY:

      51.1. For the  Investor  Relations  system,  the  Contractor  will  retain
            ownership of the IP, since a majority of the system was developed by
            the Contractor prior to this contract.


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                                                                   Page 13 of 17

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Kenn Palm Consulting


      THIS  STATEMENT OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
      BETWEEN  CUSTOMER AND SUPPLIER.  IN THE EVENT OF ANY CONFLICT  BETWEEN THE
      WORDING  OR  INTERPRETATION  OF THOSE TWO  DOCUMENTS,  THE  WORDING OF THE
      STATEMENT  OF  WORK  SHALL  BE  GIVEN  PRIORITY  RATHER  THAN  THAT OF THE
      CONTRACT.

      The parties agree to this Statement of Work as of the date shown below.


CONTRACTOR:                                CUSTOMER:


KENN PALM
                                           -------------------------------------

                                           /s/ Scott Irvin
                                           -------------------------------------
/s/ KENN PALM                              Scott Irvin
                                           Chief Executive Officer
                                           NanoSignal Corporation
                                           3960 Howard Hughes Parkway Suite 560
                                           Las Vegas, NV  89109
KEN PALM                                   -------------------------------------


888-554-2636                                                kenn@keptprivate.com
                                                                   Page 14 of 17

<PAGE>


                                STATEMENT OF WORK

                              CONTRACT ATTACHMENT D

This  Attachment is incorporated  into the Contract it references,  between KENN
PALM,  referred  to  in  this  document  as  the  "Contractor",  and  NANOSIGNAL
CORPORATION, referred to in this document as the "Customer".

52.   OVERALL DESCRIPTION OF THE PROJECT:

Nanosignal  Corporation  (formerly  known as MicroSignal  Corporation)  has gone
through a name change,  creating the need for the  development of a complete new
corporate  image,   including  corporate  website,   logo,  busincess  card  and
letterhead.  In  addition  to  this,  the  corporation  wants  to  have  a  more
interactive and visibly appealing means of communicating a compact message about
the company and it's  technology  advantages  and investment  opportunities.  To
accomplish this, the contract will develop a Flash movie describing the company,
its technology  and investment  opportunity.  Finally,  the system  requires the
provision  of an  Investor  Relations  system  which will  allow the  company to
collect inquiries about the company,  store them in a database and automatically
send follow ups to the inquiries.

This  Statement of Work covers the  development  of the Flash Demos.  Subsequent
SOW's will address the other components of this project.

53.   PROJECT DETAILS:

      53.1. Minimum of 3 professional quality Flash demos must be provided.

      53.2. Flash demos must be less than 1mb in size

      53.3. Flash  demos must be  high-impact  and  communicate  an idea of high
            technology

      53.4. Flash demos must provide a unique approach to navigation  within the
            demo

      53.5. Flash demos must provide the following  sections : Images,  Before &
            After, The Math, Testimonies, Reasoning, Opportunity, Contact us

      53.6. The contact us form must feed into the Investor Relations system.

54.   REPORTING:

      54.1. Contractor  shall  provide a  sufficient  volume  of  communications
            and/or  deliveries  to allow  Customer to track the  progress of the
            Contract.  Customer  communications  to  Contractor  that  are  of a
            directive nature shall be provided in writing, including Email. Oral
            communications  may be used to supplement  written  directives or to
            expedite their use.

      54.2. Customer  agrees that, if the quantity of requested  reports becomes
            large enough to impact the delivery  schedule,  an adjustment of the
            terms of the contract may become necessary.


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                                                                   Page 15 of 17

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Kenn Palm Consulting


55.   PROJECT MANAGER:  Each party shall designate a Project Manager,  who shall
      be the point of primary contact between the parties. Contractor designates
      Kenn  Palm,  and  Customer  designates  L&L  Consulting  as defined by the
      contractual  agreement  between L&L Consulting and NanoSignal  Corporation
      for development and design services.

56.   VALIDITY:  If this Statement of Work is part of a Contract  Proposal,  the
      terms shall be valid for 15 days from the Proposal date.

57.   STAFFING:

      57.1. The staffing on this project will be  determined  by the  Contractor
            based upon determined need.

58.   DELIVERABLES:

      58.1. THREE COMPLETED FLASH MOVIES

      58.2. FLA AND SWF FILES PLUS ALL SOURCE SOUND AND IMAGE FILES

      58.3. UP TO 100 HOURS OF  ADDITIONAL  SUPPORT AS NEEDED OVER ONE  CALENDAR
            YEAR.

59.   TENTATIVE SCHEDULE AND MILESTONES:

      59.1. This is a time  critical  project.  This  project  must be  complete
            within 4 weeks, maximum.

60.   ACCEPTANCE  TESTING:  It is  the  customer's  responsibility  to  complete
      Acceptance  Testing.  The  Contractor  will  provide 5 months of unlimited
      support on the system for all bugs found. The contractor will also provide
      up to 100  hours  of  additional  programming,  as  needed,  for  features
      determined to be needed at a later date.

61.   OWNERSHIP OF INTELLECTUAL PROPERTY:

      61.1. Customer shall own the Intellectual  Property  generated as a result
            of this Contract.


888-554-2636                                                kenn@keptprivate.com
                                                                   Page 16 of 17

<PAGE>

Kenn Palm Consulting


     THIS  STATEMENT  OF WORK IS GOVERNED BY THE TERMS OF THE CONTRACT IN EFFECT
     BETWEEN  CUSTOMER AND  SUPPLIER.  IN THE EVENT OF ANY CONFLICT  BETWEEN THE
     WORDING  OR  INTERPRETATION  OF THOSE TWO  DOCUMENTS,  THE  WORDING  OF THE
     STATEMENT OF WORK SHALL BE GIVEN PRIORITY RATHER THAN THAT OF THE CONTRACT.

     The parties agree to this Statement of Work as of the date shown below.



CONTRACTOR:                                CUSTOMER:


KENN PALM
                                           -------------------------------------

                                           /s/ Scott Irvin
                                           -------------------------------------
/s/ KENN PALM                              Scott Irvin
                                           Chief Executive Officer
                                           NanoSignal Corporation
                                           3960 Howard Hughes Parkway Suite 560
                                           Las Vegas, NV  89109
KEN PALM                                   -------------------------------------



888-554-2636                                                kenn@keptprivate.com
                                                                   Page 17 of 17