EXHIBIT 4.12



                 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  Stacy  McBee,  a
resident of Atlanta, GA ("McBee").

                                    RECITALS
                                    --------

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

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

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

     1.1 Duties of McBee.  McBee will  continue to help NNOS  evaluate  the AMEX
merger   possibilities  and  assist  in  the  reorganization  of  the  company's
management. McBee will


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

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

     A.  3,000,000  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. McBee shall bear his out-of-pocket costs and expenses incident
to perform the Consulting  Services,  without a right of reimbursement from NNOS
unless such expenses are pre-approved by NNOS.

     6.  McBee  Liability.  In  the  absence  of  gross  negligence  or  willful
misconduct on the part of McBee or McBee breach of any terms of this  Agreement,
McBee shall not be


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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 McBee
or the breach by McBee 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 McBee) which may in any way result from services rendered
by  McBee  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 McBee without the prior approval
or authorization of NNOS.

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

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

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

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

            E.    McBee agrees to  reasonably  to insure that neither he nor his
                  employees,  agents, or affiliates,  trade in the securities of
                  client  companies  while in possession of material  non-public
                  information;

            F.    During  the term of this  Agreement  and for a  period  of two
                  years  thereafter,  McBee shall  treat as NNOS's  confidential
                  trade  secrets all data,  information,  ideas,  knowledge  and
                  papers pertaining to the affairs of


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


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merger) but shall be freely  assignable  by McBee;  and it shall be binding upon
and  inure to the  benefits  of the  parties  and their  respective  successors,
assigns and legal representatives.

     13.  Governing  Law and  Attorney's  Fees.  In the event there is a dispute
regarding this Agreement,  it shall be governed by Nevada law. Should litigation
arise in regard to this  Agreement,  the  prevailing  party shall be entitled to
costs and the attorney's fees actually incurred.  The term "prevailing party" as
used in this  paragraph  means the party that is  entitled  to recover  costs of
suit.

     14.  Severability.  Every  provision  of this  Agreement  is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.

     15.  Headings.  The headings of this Agreement are inserted  solely for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

     16. Further Acts. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably  necessary to carry out
the provisions and intent of this Agreement.

     17. Acknowledgment  Concerning Counsel. Each party acknowledges that it had
the opportunity to employ  separate and independent  counsel of its own choosing
in connection with this Agreement.

     18. Independent  Contractor Status. There is no relationship,  partnership,
agency, employment,  franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.

     19. Counterparts.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto duly execute this Agreement as of
the date first written above.


NanoSignal Corporation                     Stacy McBee


By: /s/ Scott Ervin                        By: /s/ Stacy McBee
Authorized Corporate Signatory                 Stacy McBee


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