EXHIBIT 10.5

                             Consulting Agreement

      Dated:    August 29, 2002

      Between:  Tessa Complete Health Care, Inc.
                35 Fulford Avenue, Suite 100
                Bel Air, Maryland  21014                ("Tessa")

      And:      Daniel M. Smith
                32700 N.E. Lesley Road
                Newberg, Oregon  97132                  ("Smith")

                                   Recitals

      (A)  Consultant desires  to  provide certain  consulting  and  advisory
      services to Tessa;

      (B)  Tessa desires to  retain Consultant to  perform such services  and
      Consultant desires to accept such position, all in accordance with  the
      terms and conditions of this Agreement;


      Now, therefore, in  consideration of the  mutual covenants referred  to
 herein, the parties agree as follows:

                                  Agreement

      1.   Retention of  Consultant.    Tessa hereby  retains  Consultant  to
      perform  and  Consultant  hereby  agrees  to  perform,  consulting  and
      advisory services  for Tessa  upon the  terms  and conditions  of  this
      Agreement.  The Consulting Agreement between Tessa and Smith dated June
      10, 2002, is hereby terminated.

      2.   Term.  The term  of this Agreement shall  commence on the date  of
      this Agreement  and  shall  continue for  twelve  (12)  months,  unless
      earlier terminated as set forth herein.

      3.   Duties of Consultant.  Consultant agrees to provide consulting and
      advisory services ("Services"), more specifically described as business
      planning and development. The Services shall be rendered over a  period
      of time and in  such reasonable manner as  may be mutually agreed  upon
      between  Tessa  and  Consultant,  consistent  with  Consultant's  other
      activities and  businesses.   The Services  shall  be rendered  over  a
      period of time and in such reasonable manner as may be mutually  agreed
      upon between Tessa  and Consultant consistent  with Consultant's  other
      activities and businesses. The Services shall not be in connection with
      the offer  and  sale  of  securities of  Tessa  in  a  capital  raising
      transaction, nor shall such services directly or indirectly promote  or
      maintain a market for any of Tessa's securities.

      4.   Compensation of Consultant.   In consideration of the  performance
      of the Services,  Consultant is hereby  granted the  right to  purchase
      from the Company shares of Common Stock ("Common Stock") at a price per
      share of $0.30.  The maximum amount of Common Stock that Consultant may
      purchase under  this Agreement  shall be  15,000,000 shares.   If  this
      Agreement is terminated  by Consultant earlier  than the expiration  of
      its term, Consultant shall  be issued that number  of shares of  Common
      Stock earned at the time of termination of this Agreement.

      5.   Restricted Securities.  Consultant understands that the shares  of
      Common  Stock  to  be   issued  pursuant  to   Section  4  herein   are
      characterized as "restricted  securities" under the  Securities Act  of
      1933.  Consequently the transferability and resale of the Common  Stock
      will  be  limited.   Consultant   understands  that  any   certificates
      evidencing the shares of Common Stock to be issued hereunder will  bear
      a legend substantially in the following form:

           THE SHARES REPRESENTED BY THIS CERTIFICATE HVE NOT BEEN REGISTERED
      UNDER THE  SECURITIES ACT  OF  1933.   THE  SHARES HAVE  BEEN  ACQUIRED
      WITHOUT  A  VIEW  TO  DISTRIBUTION  AND  MAY  NOT  BE  OFFERED,   SOLD,
      TRANSFERRED, PLEDGED OR  HYPOTHECATED IN  THE ABSENCE  OF AN  EFFECTIVE
      REGISTRATION STATEMENT  FOR THE  SHARES UNDER  THE  ACT AND  UNDER  ANY
      APPLICABLE SECURITIES LAAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO  THE
      CORPORATION THAT SUCH REGISTRATION IS NOT  REQUIRED AS TO SUCH SALE  OR
      OFFER.

      6.   S-8 Registration Statement.  Tessa shall take all corporate action
      necessary to reserve for issuance a sufficient number of shares of  its
      Common  Stock  for  delivery  to  Consultant  pursuant  to  Section   4
      hereunder. Within 30 days  of the date of  this Agreement, Tessa  shall
      file a registration statement on Form S-8 (or any successor forms) with
      respect to the  Common Stock and  shall use  its reasonable  commercial
      efforts to maintain the effectiveness of such registration statement or
      registration statements for so long as  any shares of Common Stock  are
      earned by Consultant hereunder.

      7.   Liability/Indemnification.

           (a)  Tessa agrees  that Consultant  shall not  be liable  for  any
      damages or  injury  to  Tessa  or  any  of  its  employees,  agents  or
      representatives or for the loss of or damage to the property of  Tessa,
      in  any  manner  based  upon  the  performance  of  duties  under  this
      Agreement, unless  such  injury,  loss  or  damage  is  caused  by  the
      intentional misconduct of Consultant.

           (b)  Tessa agrees to  indemnify and hold  Consultant harmless  for
      any claims, loss, damage or costs  (including attorney fees) which  are
      asserted against or incurred  by Consultant and which  are a result  of
      the duties  performed by  Consultant for  Tessa, unless  caused by  the
      intentional misconduct of Consultant.

           (c)  Consultant agrees to indemnify and hold Tessa, its  officers,
      directors, employees,  agents  and  representatives  harmless  for  any
      claims, loss,  damage  or costs  (including  attorney fees)  which  are
      asserted against or  incurred by Tessa  and which are  a result of  the
      duties  performed  by  Consultant  for  Tessa,  unless  caused  by  the
      intentional misconduct of Tessa.

      8.   Termination.  This Agreement may be terminated only by Consultant.
      Consultant may terminate this Agreement at any time without cause.

      9.   Notices.   Any notices  or  communications required  or  permitted
      hereunder shall be in writing and shall be deemed to have been given or
      made when personally delivered, sent  by registered or certified  mail,
      postage prepaid, return receipt requested, by private courier, prepaid,
      by facsimile or other communications device capable of transmitting  or
      creating a written record.

      10.  Successors.  This Agreement shall be binding upon and inure to the
      benefit of  the  parties hereto  and  their respective  successors  and
      assigns.

      11.  Attorney Fees.   In the  event an  action is  brought to  enforce,
      rescind, or  interpret this  Agreement the  prevailing party  shall  be
      entitled to  recover is  reasonable attorney  fees  therein as  may  be
      determined by the court.

      12.  Governing Law.  This Agreement shall be construed and enforced  in
      accordance with the laws of the State of Oregon.

      13.  Complete  Agreement.    This   Agreement  represents  the   entire
      understanding and agreement of the parties  hereto with respect to  the
      subject of this Agreement and may be amended, modified or  supplemented
      only by written instruments signed by both of the parties.

      14.  Counterparts.  This Agreement may be executed in counterparts  and
      by  facsimile,  each  of  which  will   be  deemed  an  original,   but
      constituting a singe agreement.


      TESSA COMPLETE HEALTH CARE, INC.   CONSULTANT

      s/ Brian Regan                                /s/ DanielSmith
      -----------------------------------------     -------------------------
      Brian Regan, President                        Daniel Smith
      Title: President & Chief Executive Officer