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CONSULTANT AGREEMENT

This Consultant Agreement (the "Agreement") is made and entered
  into effective as of the 4th day of October, 2004 (the "Effective Date"), between
  TURBODYNE TECHNOLOGIES, INC., a Nevada corporation, (the "Company") and
  MARSHA CHANDLER of Ojai, California (the "Consultant").

WHEREAS:

A.The
  Company is engaged in the business of research and development of automotive
  products for the OEM market and after-markets.

B.The
  Company desires to retain the Consultant to provide consultant services to the
  Company on the terms and subject to the conditions of this Agreement.

C.The
  Consultant has agreed to provide consultant services to the Company on the terms
  and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THATin consideration of the
  promises and mutual covenants contained in this Agreement and other good and
  valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
  the parties, intending to be legally bound hereby, agree as follows:

1.             ENGAGEMENT
  AS A CONSULTANT

1.1           The
  Company hereby engages the Consultant as a consultant to provide the services
  of the Consultant on a part-time basis, averaging no more than 30 hours per
  week, in accordance with the terms and conditions of this Agreement and the
  Consultant hereby accepts such engagement.

2.             TERM
  OF THIS AGREEMENT

2.1           The
  term of this Agreement (the "Term") shall become effective and begin as of the
  Effective Date, and shall continue until the close of business on January 1,
  2005, unless this Agreement is earlier terminated in accordance with the terms
  of this Agreement.

3.             CONSULTANT
  SERVICES

3.1           The
  Consultant agrees to perform the following services and undertake the following
  responsibilities and duties to the Company to be provided by the Consultant
  to the Company as consulting services (the "Consulting Services"):

| | (a) | business development, administrative services, share
        issuances;                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | reporting to the President of Company;                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                         
| | (c) | performing such other duties and observing such
        instructions as may be reasonably assigned from time to time by the President
        of the Company, provided such duties are within the scope of the Company's
        business and services to be provided by the Consultant.

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3.2           The
  Consultant shall devote her part-time attention and energies to the business
  affairs of the Company as may be reasonably necessary for the provision of the
  Consulting Services, provided, however, the Consultant may engage in reasonable
  investment, working for other clients, and other personal activities that do
  not interfere with the Consultant's obligations hereunder.

3.3             In
  providing the Consulting Services, the Consultant will:

| | (a) | comply with all applicable federal, state,
        local and foreign statutes, laws and  regulations;                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                     
| | (b) | not make any misrepresentation or omit
        to state any material fact that will result in a misrepresentation
        regarding the business of the Company; and
| |     |                                                                                                                                                                     
| | (c) | not disclose, release or publish any
        information regarding the Company without the prior written consent of
        the Company.                            

3.4             The
  Consultant will at all times be an independent contractor and the Consultant
  will not be deemed to be an employee of the Company.

3.5             The
  Consulting Services provided under this Agreement shall not include:

| | (a) | services in connection with the offer or sale of
        securities in a capital-raising transaction;                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | services that directly or indirectly promote or
        maintain a market for the securities of the Corporation including without
        limitation the dissemination of information that reasonably may be expected
        to sustain or raise or otherwise influence the price of the securities;
|
| | (c) | services providing investor relations or shareholder
        communications;                                                                                                                                                                                                                         
|
| | (d) | consultation in connection with financing that involves
        any issuance of the Company's securities, whether equity or debt.                                                                                                                                                                    

4.             CONSULTANT
  FEE

4.1           During
  the term of this Agreement and in consideration for the provision of the Consulting
  Services, the Company will:

| | (a) | pay the Consultant a consultant fee equal to $6,200.00
        per month (the "Consultant Fee"), said amount to include $200 for the
        cost of handling and sale of shares; and                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | issue to the Consultant the following number of
        shares of the Company's common stock on the issue dates set forth below
        (the "Consultant Shares") at a deemed price of $.08 per share for the
        value of services for which the Consultant Shares are to be issued as
        set forth below. Should Consultant accept shares at a given issue price
        and then suffer a loss based on changing share prices, the Company will
        issue as many more shares as are necessary to pay the Consultant in full:

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|                 |                  | Deemed Value
|---------------- | ---------------- | ------------
|Number of Shares | Issue Date       | of Services 
|232,500          | October 26, 2004 | $.08        

The issuance of the Consultant Shares will be deemed to be
  a compensation stock award pursuant to the Company's 2004 Stock Incentive Plan
  (the "Stock Incentive Plan") and will be subject to the terms and conditions
  of the Company's Stock Incentive Plan. The Consultant acknowledges that the
  2004 Stock Incentive Plan has been drafted and approved, but has not yet been
  registered, and there is no guarantee that it will ever be registered. However,
  once it is registered, Consultant shall receive a final copy of the Company's
  Stock Incentive Plan, and Consultant has received a draft thereof prior to the
  execution of this Agreement.

The Consultant Shares will be issued pursuant to exemptions
  from the registration requirements of the Securities Act of 1933 or pursuant
  to an effective registration statement. If issued pursuant to an exemption from
  registration, all certificates representing the Consultant Shares will be endorsed
  with a legend confirming that the securities have not been registered and may
  only be resold pursuant to an effective registration statement under the Act
  or pursuant to a further exemption from registration, in the form required by
  the Company's legal counsel.

5.             STOCK
  OPTIONS


5.1           The
  Consultant may be granted, subject to the approval of the Company's board of
  directors, incentive stock options to purchase shares of the Company's common
  stock in such amounts and at such times as the Board of Directors of the Company,
  in their absolute discretion, may from time to time determine. Such options
  will be in an amount and of a nature similar to those granted by the Company
  to other directors and senior officers of the Company, with adjustment for the
  merit and performance of the Consultant. All Stock Options will be subject to
  the terms and conditions of the Company's Stock Option Plan, a copy of which
  has been delivered to the Consultant. The Consultant acknowledges and agrees
  that (i) the Consultant will only sell any shares issued by the Company on exercise
  of any Stock Options in accordance with all applicable securities laws, including
  the Securities Act of 1933; and (ii) the shares issued upon exercise of any
  Stock Options may be subject to restrictions on resale imposed by applicable
  securities law; and (iii) the Company may legend all stock certificates representing
  the shares issued upon exercise of any Stock Options with applicable resale
  restrictions, as reasonably advised by the Company's legal counsel; (iv) the
  Consultant has received and reviewed a copy of the Stock Option Plan.

6.             REIMBURSEMENT
  OF EXPENSES

6.1           The
  Company will pay to the Consultant, in addition to the Consultant Fee, the reasonable
  travel and promotional expenses and other specific expenses incurred by the
  Consultant in provision of the Consulting Services.

7.             TERMINATION

7.1           The
  Company may terminate this Agreement at any time upon the occurrence of any
  of the following events of default (each an "Event of Default"):

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| | (a) | the Consultant's commission of an act of fraud,
        theft or embezzlement or other similar willful misconduct;                            
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|
| | (b) | the neglect or breach by the Consultant of any of
        the Consultant's material obligations or agreements under this Agreement;
        or
|
| | (c) | the Consultant's refusal to follow lawful directives
        of the Board,                                                                    

provided that in the event of any Event of Default under (b)
  or (c), a notice of the Event of Default has been delivered to the Consultant
  and provided the Consultant has failed to remedy the default within thirty days
  of the date of delivery of notice of the Event of Default.

7.2           The
  Company may at its option terminate this Agreement in the absence of an Event
  of Default by delivering notice of termination to the Consultant and paying
  to the Consultant all amounts earned under this Agreement in a lump sum as full
  and final payment of all amount payable under this Agreement, including damages
  for wrongful termination.

7.3           The
  Consultant may terminate this Agreement at any time in the event of any breach
  of any material term of this Agreement by the Company, provided that written
  notice of default has been delivered to the Company and the Company has failed
  to remedy the default within thirty days of the date of delivery of notice of
  default.

7.4           On
  termination of this Agreement for any reason, all rights and obligations of
  each party that are expressly stated to survive termination or continue after
  termination will survive termination and continue in full force and effect as
  contemplated in this Agreement.

8.             PROPRIETARY
  INFORMATION AND DEVELOPMENTS

8.1           The
  Consultant will not at any time, whether during or after the termination of
  this Agreement for any reason, reveal to any person or entity any of the trade
  secrets or confidential information concerning the organization, business or
  finances of the Company or of any third party which the Company is under an
  obligation to keep confidential, except as may be required in the ordinary course
  of performing the Consultant Services to the Company, and the Consultant shall
  keep secret such trade secrets and confidential information and shall not use
  or attempt to use any such secrets or information in any manner which is designed
  to injure or cause loss to the Company. Trade secrets or confidential information
  shall include, but not be limited to, the Company's financial statements and
  projections, technology, development plans, business relationships, expansion
  proposals, customer lists and details of its Internet web site or business relationships
  with banks, lenders and other parties not otherwise publicly available.

8.2           
  If at any time or times during the term of this Agreement, the Consultant shall
  (either alone or with others) make, conceive, create, discover, invent or reduce
  to practice any invention, modification, discovery, design, development, improvement,
  process, software program, work of authorship, documentation, formula, data
  technique, know-how, trade secret or intellectual property right whatsoever
  or any interest therein (whether or not patentable or registrable under copyright,
  trademark or similar statutes or subject to analogous protection) (herein called
  "Developments") that (i) relates to the business of the Company or any of the
  products or services being developed, manufactured or sold by the Company or
  which may be used in relation therewith, (ii) results from tasks assigned the
  Consultant by the Company or (iii) results from the use of premises or personal
  property (whether tangible or intangible) owned, leased or contracted for by
  the Company, such Developments and the benefits thereof are and

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shall immediately become the sole and absolute property of
  the Company and its assigns, as works made for hire or otherwise, and the Consultant
  shall promptly disclose to the Company (or any persons designated by it) each
  such Development and, as may be necessary to ensure the Company's ownership
  of such Developments. The Consultant hereby assigns any rights (including, but
  not limited to, any copyrights and trademarks) the Consultant may have or acquire
  in the Developments and benefits or rights resulting therefrom to the Company
  and its assigns without further compensation and shall communicate, without
  cost or delay, and without disclosing to others the same, all available information
  relating thereto (with all necessary plans and models) to the Company.

The Consultant will, during the term of this Agreement and
  at any time thereafter, at the request and cost (including the Consultant's
  reasonable attorney's fees) of the Company, promptly sign, execute, make and
  do all such deeds, documents, acts and things as the Company and, its duly authorized
  agents may reasonably require:

| | (a) | to apply for, obtain, register and vest in the name
        of the Company alone (unless the Company otherwise directs) letters patent,
        copyrights, trademarks or other analogous protection for any Developments
        in any country throughout the world and when so obtained or vested to
        renew and restore the same; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | to defend any judicial, opposition or other proceedings
        in respect of such applications and any judicial, opposition or other
        proceedings or petitions or applications for revocation of such letters
        patent, copyright, trademark or other analogous propose.                                                         

In the event the Company is unable, after reasonable effort,
  to secure the Consultant's signature on any application for letters patent,
  copyright or trademark registration or other documents regarding any legal protection
  relating to a Development, whether because of the Consultant's physical or mental
  incapacity or for any other reason whatsoever, the Consultant hereby irrevocably
  designates and appoints the Company and its duly authorized officers and agents
  as his respective agent and attorney-in-fact, to act for and in his behalf and
  stead to execute and file any such application or applications or other documents
  and to do all other lawfully permitted acts to further the prosecution, and
  issuance of letters patent, copyright or trademark registrations or any other
  legal protection thereon with the same legal force and effect as if executed
  by the Consultant as applicable.

8.3           The
  obligations of the Consultant set forth in Sections 8.1 and 8.2 will survive
  termination of this Agreement.

9.             NON-COMPETE;
  NON-HIRE

9.1           
  The Consultant agrees that, in the event of termination of this Agreement, for
  a period of one (1) year following the termination of this Agreement, the Consultant
  will not, without the Company's consent, directly or alone or as a partner,
  joint venturer, officer, director employee, consultant, agent, independent contractor
  or stockholder or other owner of any entity or business, engage in any business
  which is directly competitive with the business of the Company in any territory
  in which the Company is engaged in business at the date of termination, including
  any business involving the manufacture or development of products that complete
  with the products manufacture or being developed by the Company; provided, however,
  that the ownership by the Consultant of not more than five percent (5%) of the
  shares

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of any publicly traded class of stock of any corporation shall
  not be deemed, in and of itself, to violate the prohibitions of this Section
  9.1.

9.2           The
  Consultant agrees that, in the event of any termination of this Agreement, for
  a period of one (1) year following such termination of this Agreement, the Consultant
  will not hire or otherwise employ or retain, or knowingly permit (to the extent
  reasonably within his control) any other entity or business which employs the
  Consultant or in which the Consultant has any ownership interest or is otherwise
  involved to hire or otherwise employ or retain, any person who was employed
  or engaged as a consultant or employee by the Company as of the date of the
  termination of this Agreement.

9.3           The
  restrictions in this Section 9, to the extent applicable, shall be in addition
  to any restrictions imposed upon the Consultant by statute or at common law.

9.4           The
  parties hereby acknowledge that the restrictions in this Section 9 have been
  specifically negotiated and agreed to by the parties hereto and are limited
  only to those restrictions reasonably necessary to protect the Company from
  unfair competition. The parties hereby agree that if the scope or enforceability
  of any provision, paragraph or subparagraph of this Section 9 is in any way
  disputed at any time, and should a court find that such restrictions are overly
  broad, the court may modify and enforce the covenant to the extent that it believes
  to be reasonable under the circumstances. Each provision, paragraph and subparagraph
  of this Section 9 is separable from every other provision, paragraph and subparagraph
  and constitutes a separate and distinct covenant.

9.5           The
  obligations and agreements of the Consultant set forth in Sections 9.1, 9.2,
  9.3 and 9.4 will survive termination of this Agreement for the periods specified
  in Sections 9.1 and 9.2.

10.            RELIEF

10.1          The
  Consultant hereby expressly acknowledges that any breach or threatened breach
  by the Consultant of any of the terms set forth in Section 8 or 9 of this Agreement
  may result in significant and continuing injury to the Company, the monetary
  value of which would be impossible to establish, and any such breach or threatened
  breach will provide the Company with any and all rights and remedies to which
  it may be entitled under the law, including but not limited to injunctive relief
  or other equitable remedies.

11.            INDEMNIFICATION


11.1          The
  Consultant will indemnify and defend and hold the Company harmless against any
  claims, actions, suits, proceedings, investigations, losses, expenses, demands,
  obligations, liabilities, judgments, fines, fees, costs and expenses (including
  costs and reasonable attorney fees) and any amounts paid in settlements in any
  of the foregoing which arise or result from or are related to any breach or
  failure of the Consultant to perform any of its covenants and agreements set
  forth in this Agreement. The indemnification provisions of this paragraph shall
  survive the termination and expiration of this Agreement.

12.            PARTIES
  BENEFITED; ASSIGNMENTS

12.1          This
  Agreement shall be binding upon, and inure to the benefit of, the Consultant,
  his heirs and his personal representative or representatives, and upon the Company
  and its

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successors and assigns. Neither this Agreement nor any rights
  or obligations hereunder may be assigned by the Consultant.

13.            NOTICES


13.1          Any
  notice required or permitted by this Agreement shall be in writing, sent by
  registered or certified mail, return receipt requested, or by overnight courier,
  addressed to the Board and the Company at its then principal office, or to the
  Consultant at the address set forth in the preamble, as the case may be, or
  to such other address or addresses as any party hereto may from time to time
  specify in writing for the purpose in a notice given to the other parties in
  compliance with this Section 13. Notices shall be deemed given when delivered.

14.            GOVERNING
  LAW

14.1          This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Nevada and each party hereto adjourns to the jurisdiction of the
  courts of the State of Nevada.

15.            REPRESENTATIONS
  AND WARRANTIES

15.1           The
  Consultant represents and warrants to the Company that (a) the Consultant is
  under no contractual or other restriction which is inconsistent with the execution
  of this Agreement, the performance of his duties hereunder or other rights of
  Company hereunder, and (b) the Consultant is under no physical or mental disability
  that would hinder the performance of his duties under this Agreement. The Consultant
  will not perform any services under this Agreement that constitute capital raising
  or may be construed as capital raising in any way.

16.            MISCELLANEOUS

16.1           This
  Agreement contains the entire agreement of the parties relating to the subject
  matter hereof.

16.2           This
  Agreement supersedes any prior written or oral agreements or understandings
  between the parties relating to the subject matter hereof.

16.3           No
  modification or amendment of this Agreement shall be valid unless in writing
  and signed by or on behalf of the parties hereto.

16.4           A
  waiver of the breach of any term or condition of this Agreement shall not be
  deemed to constitute a waiver of any subsequent breach of the same or any other
  term or condition.

16.5           This
  Agreement is intended to be performed in accordance with, and only to the extent
  permitted by, all applicable laws, ordinances, rules and regulations. If any
  provision of this Agreement, or the application thereof to any person or circumstance,
  shall, for any reason and to any extent, be held invalid or unenforceable, such
  invalidity and unenforceability shall not affect the remaining provisions hereof
  and the application of such provisions to other persons or circumstances, all
  of which shall be enforced to the greatest extent permitted by law.

16.6           The
  headings in this Agreement are inserted for convenience of reference only and
  shall not be a part of or control or affect the meaning of any provision hereof.

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16.7           The
  Consultant may assign the benefit of this Agreement to a private corporation
  controlled by the Consultant, provided that such assignment will not relieve
  the Consultant from his obligations to the Company arising under this Agreement.

16.8           This
  Agreement replaces and supersedes all other consultant and employment agreements
  between the Company and the Consultant and any amendments hereto.

16.9           The
  Consultant acknowledges and agrees that Cane O'Neill Taylor, LLC has acted solely
  as legal counsel for the Company and that the Consultant has been recommended
  to obtain independent legal advice prior to execution of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed
  and delivered this Agreement as of the date first written above.

|TURBODYNE TECHNOLOGIES, INC.
      by its authorized signatory: |  |                
|--------------------------------------------------------------- |  | ---------------
|                                                                |  |                
|                                                                |  |                
|                                                                |  |                
|Signature of Authorized Signatory                               |  |                
|                                                                |  |                
|                                                                |  |                
|Name of Authorized Signatory                                    |  |                
|                                                                |  |                
|                                                                |  |                
|Position of Authorized Signatory                                |  |                
|                                                                |  |                
|                                                                |  |                
|                                                                |  |                
|                                                                |  |                
|SIGNED, SEALED AND DELIVERED                                    |  |                
|BY MARSHA CHANDLER                                              |  |                
|in the presence of:                                             |  |                
|                                                                |  |                
|                                                                |  |                
|                                                                |  |                
|Signature of Witness                                            |  |                
|                                                                |  |                
|                                                                |  |                
|Address of Witness                                              |  | MARSHA CHANDLER

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