EXHIBIT 10.2


                        INDEPENDENT CONTRACTOR AGREEMENT

     THIS INDEPENDENT CONTRACTOR AGREEMENT  ("Agreement") is entered into on the
15th day of November, 2004 by and between BRAMPTON CREST INTERNATIONAL,  INC., a
Nevada corporation, its successors and assigns maintaining its principal offices
Miami Beach.  Florida,  (hereinafter referred to as "BRAMPTON" or the "Company")
and  [Lenny   Bushman]  and   [Michael   Breindel]   (hereinafter   referred  as
"Consultant").

                                    RECITALS

         WHEREAS, Consultant is engaged in the business of distributing consumer
personal care products and has knowledge and expertise to render the requisite
services to BRAMPTON; and

         WHEREAS, BRAMPTON is desirous of retaining Consultant for the purpose
of obtaining these services so as to better, more fully and more effectively
deal more effectively in the financial services and business community.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:

                                    AGREEMENT

      1. INDEPENDENT CONTRACTOR. It is agreed between the parties that:

            (a) Consultant  will act at all times as an  independent  contractor
hereunder  and  shall  hold  itself  out  to  third  parties  as an  independent
contractor of the Company. Consultant shall never be deemed to be an employee of
the Company.

            (b)  Consultant  is  available  to provide the  Services  hereunder.
Consultant  warrants that  Consultant  shall not breach any  agreement  with any
third party as a consequence of providing the Services hereunder.

            (c) The Company  shall not be liable for the payment of any federal,
state,  local  income,  social  security,  or any other taxes  arising out of or
related to Consultant's work for the Company.

            (d)  Except to the  extent  provided  herein,  Consultant  shall not
receive or be entitled to any  consideration,  compensation,  or benefits of any
kind from the Company, including, but not limited to, pension, profit sharing or
similar  plans  or  benefits,  accident,  health,  medical,  life or  disability
insurance benefits or coverage.

            (e)  Consultant  shall set, at his own  discretion,  the hours,  the
order, the strategy,  and the methods necessary to provide the Services required
of Consultant hereunder.


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            (f) Consultant has sufficient  ability,  training,  and knowledge to
carry out  satisfactorily the Services to be provided pursuant to this Agreement
without  any control on the part of the Company  and,  based on this  expertise,
shall  determine the  strategies  needed to  accomplish  the work and to achieve
satisfactory results for the Company.

            (g)  Consultant   shall  be  reimbursed  for  all  pre-approved  and
reasonable costs and expenses incurred in connection with the performance of the
duties required of Consultant not to exceed $500.00 US Dollars per month.

      2. SCOPE OF SERVICES.

            (a)  During  the  Term  (as  such  term is  defined  below)  of this
Agreement,  Consultant  shall  use his best  efforts  to  distribute  BRAMPTON`S
consumer personal care products to the Territory; specifically:

      o     Creams and lotions.

      o     Micro Dermabrasion motorized scrubbing and cleaning system.

      o     Develop a national sales organization as provided in (b) below.

      o     Develop and market own private label products.

"Territory"  shall mean the Eastern  United  States (those states in the Eastern
Time Zone).

            (b)   Consultant  has  no  authority  to  enter  into  contracts  or
agreements  on behalf of the  Company,  except  with the  written  authority  of
BRAMPTON. This Agreement does not create a partnership between the parties.

            (c)  Consultant  agrees to provide  assurances of performance to the
Company, including but not limited to providing the Company with all information
related to the  performance  by Consultant of the Services,  such  assurances to
demonstrate  that  Consultant is using  Consultant's  reasonable best efforts to
perform the obligations  hereunder in accordance with all necessary care, skill,
and diligence  (the  "Assurances").  Such requests for Assurances by the Company
shall be provided to the Company upon written request by the Company.

            (d)  Consultant  acknowledges  and agrees  that it will not make any
oral or written  warranties  or  representations  regarding  the Services of the
Company, without the approval of the Company.

            (e)  Consultant  represents and warrants that the Consultant has 250
active accounts.

      3. TERM.  This  Agreement  shall  commence on the Effective Date and shall
continue  in  effect  for a term  of  one  year  (the  "Term"),  unless  earlier
terminated pursuant to Section 5.


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      5. COMPENSATION.

            (a) For the services to be rendered and  performed by  Consultant in
the sale of the creams and lotions,  Consultant  shall  receive 30% of the whole
sale price, after expenses,  from the sale of the creams and lotions.  Such fees
shall be paid by the 5th day of the month  following  receipt by the  Company of
the funds from the sale of the creams and lotions.

            (b) For the services to be rendered and  performed by  Consultant in
the sale of the Micro  Dermabrasion  motorized device,  Consultant shall receive
30% of the whole sale price, after expenses.  Such fees shall be paid by the 5th
day of the month following  receipt by the Company of the funds from the sale of
the Micro Dermabrasion device.

            c) For the services to be rendered and  performed by  Consultant  in
the sale of the Micro  Dermabrasion  motorized  scrubbing and cleaning system by
the parties independently contracted by the Consultant, Consultant shall receive
a  override  percentage  from the sale of the  creams  and  lotions  by  parties
independently  contracted by the Consultant  (less any fees paid pursuant to (a)
and (b) herein).  Any additional  compensation and or an override percentage for
organizing a national  sales force will be discussed at a later date or when the
company is financially  capable of the  undertaking.

            d) If and when the Company has an employee  stock option  plan,  the
same plan will be offered to the consultant.


      5.  TERMINATION.  The  Company  may  terminate  this  Agreement  under the
following conditions:

            (a) By the Company at will in writing.  The Consultant  will be paid
all commissions  owed and as further  consideration  the Consultant will be paid
$5,000 US dollars upon termination of this agreement.

            (b) By either the Company or Consultant,  upon a material  breach of
any representation,  warranty,  covenant or agreement on the part of the Company
or  Consultant   respectively,   set  forth  in  this   Agreement,   or  if  any
representation  or warranty of the Company or  Consultant,  respectively,  shall
have become untrue, (a "Terminating  Breach"), and such breach shall, if capable
of cure,  not have been cured within ten (10) days after receipt by the party in
breach of a notice  from the  non-breaching  party  setting  forth in detail the
nature of such breach.

            (c) By mutual written consent of both parties.

            (d)  Upon a  change  of  control  transaction.  "Change  of  Control
Transaction"  means  the  occurrence  after  the  date  hereof  of any of (i) an
acquisition  after the date hereof by an  individual  or legal entity or "group"
(as described in Rule 13d5(b)(1)  promulgated under the Securities  Exchange Act
of 1934, as amended) of effective  control  (whether through legal or beneficial
ownership  of capital  stock of the  Company,  by contract or  otherwise)  of in
excess  of 33% of the  voting  securities  of the  Company,  including,  but not
limited, to a merger,  sale, transfer or share exchange or (ii) the execution by


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the  Company of an  agreement  to which the Company is a party or by which it is
bound, providing for any of the events set forth above in (i).

            (e) Upon written  notice to Consultant  exercising or confirming the
right of termination  hereunder,  as of the date such  termination is effective,
the Company shall be released from all obligations  hereunder  immediately  upon
any  such  termination,  including,  but  not  limited  to,  the  obligation  to
compensate Consultant pursuant to the terms of Section 4.


      6.  REPRESENTATIONS  AND WARRANTIES OF CONSULTANT.  Consultant warrants to
The Company that:

            (a) Consultant is not currently under any contract or agreement with
any party that will prevent Consultant from performing Consultant's duties under
this Agreement;

            (b) Consultant is not, and by the performance of Consultant's duties
under this Agreement will not be, in breach of any agreement with respect to any
trade secrets or confidential information owned by any other party;

            (c)  Consultant  has not entered into,  and will not enter into, any
agreement, either written or oral, in conflict with this Agreement.

      7. CONFIDENTIALITY AND DEVELOPMENT.

            (a) Consultant  acknowledges that in order for Consultant to perform
the duties hereunder  properly,  the Company must necessarily entrust Consultant
with  certain  Trade  Secrets and  Confidential  Information  (as such terms are
defined below) belonging to the Company.  Consultant  further  acknowledges that
the  Trade  Secrets  and  Confidential  Information  are  within  the  exclusive
knowledge  and  possession of the Company,  are not  generally  available to the
public,  are protected and kept secret by the Company and  constitute a valuable
asset of the Company which gives the Company an advantage over its  competitors.
Consultant  further  acknowledges  that the  development  or acquisition of such
Trade  Secrets or  Confidential  Information  is the result of great  effort and
expense by the Company, that the Trade Secrets and Confidential  Information are
critical to the success and survival of the Company,  and that the  unauthorized
disclosure or use of the Trade Secrets or Confidential  Information  would cause
the Company irreparable harm.  Accordingly,  Consultant requires and agrees that
the  restrictions  contained in this  Agreement are  reasonable and necessary to
protect the Company's  legitimate business interests.  Except as may be required
in connection with Consultant's  services to the Company's business,  Consultant
will not at any time,  whether during or after the  termination of services with
the Company,  use or reveal to any person or entity any of the Trade  Secrets or
Confidential  Information  of the Company or of any third party which belongs to
or is used by the Company for which the Company is under an  obligation  to keep
confidential, except as may be required in the ordinary course of performing the
duties  described  in Section 2.  Consultant  further  agrees to keep secret all
matters  entrusted to Consultant and shall not use or disclose or attempt to use
or disclose any such information in any manner which, among other things, may be
calculated  to  injure or cause  loss  whether  directly  or  indirectly  to the
Company.


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            (b)  Further,  Consultant  agrees that  during the Term,  Consultant
shall not make, use or permit to be used any notes,  memoranda,  reports, lists,
records, drawings, sketches, pictures, specifications,  software programs, data,
documentation  or other material  containing  the Trade Secrets or  Confidential
Information  of or  concerning  any of its  dealings  or affairs of the  Company
(collectively,  the  "Company  Property")  other  than  for the  benefit  of the
Company.

            (c) As used  herein,  "Trade  Secrets"  means  information,  without
regard to form,  including without limitation a formula,  pattern,  compilation,
program,  device,  method,  technique,  or process that: (i) derives independent
economic value, actual or potential,  from not being generally known to, and not
being  readily  ascertainable  by proper means by, other  persons who can obtain
economic  value from its  disclosure  or use; and (ii) is the subject of efforts
that are reasonable  under the  circumstances  to maintain its secrecy.  As used
herein, "Confidential Information" means information,  other than Trade Secrets,
that is of value to the Company and is treated as  confidential.  Trade  Secrets
and Confidential Information may include,  without limitation,  information with
respect to the Company's organization, business, finances, inventions, products,
designs, methods, know-how,  techniques,  systems, processes, software programs,
works of  authorship,  customer  lists,  projects,  plans,  proposals,  computer
password(s), access number(s) and/or alarm code(s).

            (d) Consultant's  obligations with respect to (i) Trade Secrets will
survive for so long as such  information  constitutes a Trade  Secret,  and (ii)
Confidential  Information will survive indefinitely following the termination of
Consultant's service with the Company.

      8. INDEMNIFICATION.

            (a)  Consultant  shall  indemnify  and  hold  the  Company  and  its
affiliates' directors, officers, employees, and agents harmless from and against
any and all claims  that result from a breach by  Consultant  of this  Agreement
including, but not limited to, any representations,  warranties, or covenants of
Consultant  provided herein or any damages caused to any property of the Company
or his  affiliates,  or injury to persons  caused by the willful  misconduct  or
gross negligence of Consultant. The Company shall give Consultant prompt written
notice of the assertion of any such claim.  Consultant  shall assume the defense
of such claim at his own expense,  with counsel of his own choosing  (subject to
the Company's  reasonable  approval),  and shall have complete  control over the
claim, provided that Consultant shall not settle the claim without the Company's
prior written approval,  which approval shall not be unreasonably  withheld. The
Company shall be entitled to  participate in any such defense at its own expense
with counsel of its own choosing.

            (b) The Company shall  indemnify and hold  Consultant  harmless from
and  against any and all claims that result from a breach by the Company of this
Agreement  including,  but not limited to, any representations,  warranties,  or
covenants of the Company  provided  herein or any damages caused to any property
of Consultant,  or injury to persons  caused by the willful  misconduct or gross
negligence  of the Company.  Consultant  shall give the Company  prompt  written
notice of the assertion of any such claim.  The Company shall assume the defense
of such claim at his own expense,  with counsel of its own choosing  (subject to
Consultant's  reasonable  approval),  and shall have  complete  control over the
claim, provided that the Company shall not settle the claim without Consultant's


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prior written  approval,  which  approval  shall not be  unreasonably  withheld.
Consultant  shall be  entitled  to  participate  in any such  defense at his own
expense with counsel of his own choosing.

      9.  EQUITABLE  RELIEF.  The parties to this Agreement  acknowledge  that a
breach by Consultant of any terms or conditions of this  Agreement  shall result
in irreparable  harm to the Company and that the remedies at law for such breach
may not  adequately  compensate the Company for damages  suffered.  Accordingly,
Consultant  agrees  that in the  event  of such  breach,  the  Company  shall be
entitled  to  injunctive  relief or such  other  equitable  remedy as a court of
competent  jurisdiction may provide.  Nothing contained herein will be construed
to limit the Company's  right to any remedies at law,  including the recovery of
damages for breach of this Agreement.  Therefore,  the Company shall be entitled
to specific  performance  and  injunctive  and other forms of  equitable  relief
without the  requirement to post a bond or other form of security in addition to
the Company's  remedies at law, including an injunction  restraining  Consultant
from committing or continuing such breach.

      10.  SEVERABILITY.  Consultant  hereby agrees that each  provision  herein
shall  be  treated  as  a  separate  and  independent   clause,   and  that  the
unenforceability  of any one clause shall in no way impair the enforceability of
any of the other  clauses  herein.  Moreover,  if one or more of the  provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to  scope,  activity,  or  subject  so as to be  unenforceable  at law,  such
provision or provisions  shall be construed by the appropriate  judicial body by
limiting and reducing it or them, so as to be  enforceable to the maximum extent
compatible with the current applicable law.

      11. NOTICES. Any notice to be given by either party to the other hereunder
shall be  sufficient  if in writing and sent by  registered  or certified  mail,
return receipt  requested,  addressed to such party at the address  specified on
the first page of this  Agreement or such other address as either party may have
given to the other in writing.

      Any  party  may  send  any  notice,   request,   demand,  claim  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  facsimile,  ordinary  mail or  electronic  mail),  but no such notice,
request,  demand, claim or other communication shall be deemed to have been duly
given  unless and until it  actually  is  received  or  refused by the  intended
recipient. Any party may change the address to which notices, requests, demands,
claims and other  communications  hereunder  are to be  delivered  by giving the
other party notice in the manner herein set forth.

      12. MISCELLANEOUS.  This Agreement shall not be amended or modified except
by a writing executed by both parties.  This Agreement shall be binding upon and
inure  to the  benefit  of the  Company.  Due to the  personal  nature  of  this
Agreement,  Consultant shall not have the right to assign Consultant's rights or
obligations  under  this  Agreement  without  the prior  written  consent of the
Company,  which  consent  may be  withheld in the  Company's  sole and  absolute
discretion.  Any  waiver by the  Company  of a breach of any  provision  of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such  provision  or any  other  provision  hereof.  This  Agreement  shall be
governed by the laws of the State of Florida,  without  regard to  conflicts  of


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laws principles.  Any suit,  action, or proceeding arising out of or relating to
this  Agreement  shall be  commenced  and  maintained  in any court of competent
jurisdiction in the State of Florida,  with exclusive venue in Miami-Dade County
and the parties consent to jurisdiction  there. All  communications  required or
otherwise  provided under this Agreement shall be in writing and shall be deemed
given when  delivered to the last known address of the party by hand, by courier
or express  mail,  or by  registered  or certified  United  States mail,  return
receipt  requested,   postage  prepaid.   Consultant's  obligations  under  this
Agreement shall survive the termination of  Consultant's  service  regardless of
the manner of such  termination  and shall be binding upon  Consultant's  heirs,
executors, administrators, and legal representatives.

      Neither  party shall have the right to assign this  Agreement  without the
written  consent of the other  party,  except  that the  Company may assign this
party to a successor  entity and all covenants and  agreements  hereunder  shall
inure to the  benefit of and be  enforceable  by the  assignee.  This  Agreement
represents  the entire  understanding  of the  parties  regarding  the terms and
conditions of Consultant's  service or prospective  service to the Company,  and
supersedes   and   terminates   all   prior   communications,   agreements   and
understandings,  whether oral or written, relating to the subject matter hereof.
Consultant  acknowledges  that  Consultant  has  not  been  represented  by  the
Company's  attorney in connection with this  Agreement,  and that Consultant has
been  advised and has had an  opportunity  to seek  separate  legal  counsel and
representation  in  this  matter.  Consultant  shall  be  obligated  to pay  all
incidental and consequential  damages which the Company may sustain by reason of
Consultant's  breach  of any  provision  of this  Agreement,  including  without
limitation,  all legal fees and other expenses  incurred by the Company.  In the
event of any litigation arising out of the services or covenants contemplated in
this Agreement,  the costs of such litigation,  including reasonable  attorneys'
fees (through all levels of appeals) of the prevailing  party,  shall be paid by
the  non-prevailing  party.  This  Agreement  may be  executed  in  one or  more
counterparts,  each  counterpart  to be considered  an original  portion of this
Stipulation and all of which shall constitute a singular document.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the Effective Date.

CONSULTANT:                                   THE COMPANY:

                                              BRAMPTON CREST INTERNATIONAL, INC.


By:   Michael Breindel                        By:

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Name:                                         Name:
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Title:                                        Title:
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CONSULTANT:

By:    Lenny Bushman

Name:
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Title:
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