EXBHIBIT
      10.6

    Nassau
      International Consultants Inc.

    752a
      Hempstead Turnpike

    Suite
      206

    Franklin
      Square, New York 11010

    


    


    


    


    This
      consulting agreement (this “Agreement”) is made this 4th day of February, 2004,
      between Siteworks,Inc., an NQB pink sheet public company (“SRKS"), having a
      principal place of business located at 2534 N Miami Avenue, Miami Florida and
      [Nassau International Consultants Inc.], having a principal residence at 752a
      Hempstead Turnpike, Franklin Square, New York 11010 (collectively the “Parties”
and each individually a “Party”).

    


    RECITALS:

    


    NASSAU
      INTERNATIONAL CONSULTANTS INC is a consulting firm whose principal place of
      business is located in New York, [state]; and

    


    SRKS
      desires to retain NASSAU INTERNATIONAL CONSULTANTS INC as a business development
      and marketing consultant.

    


    NOW
      THEREFORE, in consideration of their mutual promises made herein, and for other
      good and valuable consideration, receipt of which is hereby acknowledged by
      each
      Party, the Parties, intending to be legally bound, hereby agree as
      follows:

    


    
      	
              I.

            	
              Recitals.
                The Parties agree that the foregoing recitals are true and correct
                and are
                incorporated herein by reference.

            


    

    


    
      	
              II.

            	
              Engagement.
                SRKS hereby engages NASSAU INTERNATIONAL CONSULTANTS INC and NASSAU
                INTERNATIONAL CONSULTANTS INC hereby accepts such engagement upon
                the
                terms and conditions set forth in this
                Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

       

      
         

      

    

    
      	 	
              A.
                

            	
              Duties:
                NASSAU INTERNATIONAL CONSULTANTS INC is engaged by SRKS as a business
                development and marketing consultant, to represent SRKS and its business
                in the United States; to assist SRKS in expanding its business operations
                in "business consulting" services and trade. NASSAU INTERNATIONAL
                CONSULTANTS INC will report directly to the Chief Executive Officer
                (“CEO”) of SRKS. The term of this Agreement begins
                immediately.

            


    

    


    
      	 	
              B.
                

            	
              Terms:
                Subject to the terms of this Agreement relating to termination, this
                Agreement shall continue in full force and effect for a term of six(6)
                months from the date hereof, and may be renewed for successive periods
                of
                six (6) months thereafter by the mutual written agreement of the
                Parties
                hereto made at least one (1) month prior to the expiration of such
                term.

            


    

    


    
      	
            	C.	
              Fee
                Structure:

            


    

    


    
      	 	
              1.
                

            	
              Time
                is of the Essence: Time is of the essence with respect to the Parties'
                respective obligations under this
                Agreement.

            


    

    


    
      	 	
              2.
                

            	
              Amount
                of Fee: SRKS hereby agrees to issue to NASSAU INTERNATIONAL CONSULTANTS
                INC, and NASSAU INTERNATIONAL CONSULTANTS INC agrees to accept from
                SRKS,
                one million five hundred thousand (1,500,000) shares of common stock
                of
                SRKS, as discussed.

            


    

    


    
      	 	
              3.
                

            	
              Timing
                of Payment of Fee: Any and all fees due to NASSAU INTERNATIONAL
                CONSULTANTS INC under this Agreement shall be paid upon completion
                of the
                work.

            


    

    


    
      	 	
              D.
                

            	
              Expense
                Reimbursement: SRKS shall reimburse NASSAU INTERNATIONAL CONSULTANTS
                INC
                for all reasonable expenses incurred. Expenses and materials
                reimbursements shall be made promptly upon submission of an expense
                report
                to SRKS.

            


    

    


    
      	 	
              E.
                

            	
              Independent
                Contractors: In all matters relating to this Agreement and otherwise,
                the
                Parties hereto shall be and act as independent contractors, neither
                shall
                be the employee or agent of the other, and each shall assume any
                and all
                liabilities for its own acts. As a result of his independent contractor
                status, NASSAU INTERNATIONAL CONSULTANTS INC, and not SRKS, shall
                be
                responsible for any and all income taxes and any and all other employment
                related taxes or assessments which may be required of NASSAU INTERNATIONAL
                CONSULTANTS INC in his jurisdiction. Neither Party shall have any
                authority to create any obligations, express or implied, on behalf
                of the
                other Party and neither Party shall have any authority to represent
                the
                other Party as an employee or in any capacity other than as herein
                provided.

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	III.	
              Termination:
                 This
                Agreement may be terminated by written notice of either Party hereto
                forwarded to the other Party hereto. This Agreement shall be binding
                on
                the Parties hereto for the Term provided herein, unless terminated
                as
                provided herein.

            


    

    


    
      	IV.	
              Arbitration:
                 Any
                controversy or claim arising out of or relating to this Agreement,
                or the
                breach thereof, or its interpretation or effectiveness, and which
                is not
                settled between the Parties themselves, shall be settled by binding
                arbitration in New York and judgment upon the award may be entered
                in any
                court having jurisdiction thereof. Nothing, however, contained herein
                shall limit SRKS's rights to injunctive relief as set out in Paragraph
                V
                of this Agreement. The prevailing Party in any litigation, arbitration
                or
                mediation relating to collection of fees, or any other matter under
                this
                Agreement, shall be entitled to recover all its costs, if any, including
                without limitation, reasonable attorney's fees, from the other Party
                for
                all matters, including, but no limited to,
                appeals.

            


    

    


    
      	
              V.
                

            	
              Injunctive
                Relief: NASSAU INTERNATIONAL CONSULTANTS INC agrees that his violation
                or
                threatened violation of any of the provisions of this Agreement shall
                cause immediate and irreparable harm to SRKS and, in such event,
                an
                injunction restraining NASSAU INTERNATIONAL CONSULTANTS INC from
                such
                violation may be entered against NASSAU INTERNATIONAL CONSULTANTS
                INC in
                addition to any other relief available to
                SRKS.

            


    

    


    


    
      	
              VI.
                

            	
              Representations
                and Warranties: NASSAU INTERNATIONAL CONSULTANTS INC represents,
                warrants,
                covenants and agrees that NASSAU INTERNATIONAL CONSULTANTS INC has
                a right
                to enter into this Agreement; that NASSAU INTERNATIONAL CONSULTANTS
                INC is
                not a Party to any agreement or understanding, whether written or
                oral,
                which would prohibit NASSAU INTERNATIONAL CONSULTANTS INC's performance
                of
                his obligations hereunder; and NASSAU INTERNATIONAL CONSULTANTS INC
                is not
                in possession of any proprietary information belonging to another
                Party
                which NASSAU INTERNATIONAL CONSULTANTS INC is legally prohibited
                from
                using. A breach of this Paragraph VI shall be ground for immediate
                termination of this Agreement.

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              VII.
                

            	
              Indemnification
                and Hold Harmless Clause: NASSAU INTERNATIONAL CONSULTANTS INC agrees
                to
                indemnify and hold SRKS and its affiliates, control persons, directors,
                officers, employees and agents (each an “Indemnified Person”) harmless
                from and against all losses, claims, damages, liabilities, costs
                or
                expenses, including those resulting from any threatened or pending
                investigation, action, proceeding or dispute whether or not SRKS
                or any
                such other Indemnified Person is a party to such investigation, action,
                proceeding or dispute, arising out of SRKS's entering into or performing
                services under this Agreement, or arising out of any matter referred
                to in
                this Agreement. This indemnity shall also include SRKS's and/or any
                such
                other Indemnified Person's reasonable attorneys' and accountants'
                fees and
                out-of-pocket expenses incurred in, and the cost of SRKS's personnel
                whose
                time is spent in connection with, such investigations, actions,
                proceedings or disputes which fees, expenses and costs shall be
                periodically reimbursed to SRKS and/or to any such other Indemnified
                Person by NASSAU INTERNATIONAL CONSULTANTS INC as they are incurred;
                provided, however, that the indemnity herein set forth shall not
                apply to
                an Indemnified Person where a court of competent jurisdiction has
                made a
                final determination that such Indemnified Person acted in a grossly
                negligent manner or engaged in willful misconduct in the performance
                of
                the services hereunder which gave rise to the loss, claim, damage,
                liability, cost or expense sought to be recovered hereunder (but
                pending
                any such final determination the indemnification and reimbursement
                provisions hereinabove set forth shall apply and NASSAU INTERNATIONAL
                CONSULTANTS INC shall perform its obligations hereunder to reimburse
                RWNT
                and/or each such other Indemnified Person periodically for its, his
                or
                their fees, expenses and costs as they are incurred). NASSAU INTERNATIONAL
                CONSULTANTS INC also agrees that no Indemnified Person shall have
                any
                liability (whether direct or indirect, in contract or tort or otherwise)
                to NASSAU INTERNATIONAL CONSULTANTS INC for or in connection with
                any act
                or omission to act as a result of its engagement under this Agreement
                except for any such liability for losses, claims, damages, liabilities
                or
                expenses incurred by NASSAU INTERNATIONAL CONSULTANTS INC that is
                found in
                a final determination by a court of competent jurisdiction to have
                resulted from such Indemnified Person’s gross negligence or willful
                misconduct.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      for
      any reason, the foregoing indemnification is unavailable to SRKS or any such
      other Indemnified Person or insufficient to hold it harmless, then NASSAU
      INTERNATIONAL CONSULTANTS INC shall contribute to the amount paid or payable
      by
      SRKS or any such other Indemnified Person as a result of such loss, claim,
      damage or liability in such proportion as is appropriate to reflect not only
      the
      relative benefits received by NASSAU INTERNATIONAL CONSULTANTS INC and its
      shareholders on the one hand and SRKS or any such other Indemnified Person
      on
      the other hand, but also the relative fault of NASSAU INTERNATIONAL CONSULTANTS
      INC and SRKS or any such other Indemnified Person, as well as any relevant
      equitable considerations; provided that in no event will the aggregate
      contribution by SRKS and any such other Indemnified Person hereunder exceed
      the
      amount of fees actually received by SRKS pursuant to this Agreement. The
      reimbursement, indemnity and contribution obligations of NASSAU INTERNATIONAL
      CONSULTANTS INC hereinabove set forth shall be in addition to any liability
      which NASSAU INTERNATIONAL CONSULTANTS INC may otherwise have and these
      obligations and the other provisions hereinabove set forth shall be binding
      upon
      and inure to the benefit of any successors, assigns, heirs and personal
      representatives of NASSAU INTERNATIONAL CONSULTANTS INC, SRKS and any other
      Indemnified Person.

    


    The
      terms
      and conditions hereinabove set forth shall survive the termination and
      expiration of this Agreement and shall continue indefinitely
      thereafter.

    


    


    
      	
              VIII.
                

            	
              Notice:
                Any notice given or required to be given under this Agreement shall
                be in
                writing and service thereof shall be sufficient if sent be hand or
                by
                telex or telegram, facsimile transmission or other similar means
                of
                communication if confirmed by mail, or by certified mail, return-receipt
                requested, with postage prepaid, directly to the Parties' respective
                addresses herein above set forth. Each Party may, from time to time,
                by
                like written notice, designate a different address to which notice
                should
                thereafter be sent.

            


    

    


    
      	
              IX.
                

            	
              Survival:
                The covenants contained in this Agreement shall survive the termination
                of
                this Agreement, for whatever reason, and shall be binding on the
                Parties.

            


    

    


    
      	
              X.
                

            	
              Binding
                Effect: The terms of the Agreement shall be binding upon the respective
                Parties hereto, their heirs, their owners, co-owners, partners,
                associates, employers, affiliates, subsidiaries, parent companies,
                nominees, representatives, employees, agents, consultants and successors
                and assigns.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	XI.	
              Assignment:
                 This
                Agreement and the rights and obligations hereunder may not be assigned
                or
                delegated by either Party without the prior consent of the other
                Party.

            


    

    


    
      	
              XII.
                

            	
              Choice
                of Law: This Agreement is made in New York, and all questions related
                to
                the execution, construction, validity, interpretation and performance
                of
                this Agreement and to all other issues or claims arising hereunder,
                shall
                be governed and controlled by the laws of New
                York.

            


    

    


    
      	
              XIII.
                

            	
              Venue:
                The state of New York shall be proper venue for any and all litigation
                and
                other proceeds involving this
                Agreement.

            


    

    


    
      	XIV.	
              Counterparts:
                 This
                Agreement may be signed in more than one counterpart, in which case
                each
                counterpart shall constitute an original of this
                Agreement.

            


    

    


    
      	
              XV.
                

            	
              Severability:
                In the event that any term, covenant, or condition of this Agreement
                or
                the application thereof to any Party or circumstances shall, to any
                extent, be invalid or unenforceable, the remainder of this Agreement,
                or
                the application of such term, covenant or condition to Parties or
                circumstances other than those as to which it is held invalid or
                non
                enforceable, shall not be affected thereby; and each term, covenant,
                or
                condition of this Agreement shall be valid and shall be enforced
                to the
                fullest extent permitted by law.

            


    

    


    
      	
              XVI.
                

            	
              Modification:
                No amendment, modification, or waiver of this Agreement or any provision
                hereof shall be valid unless in writing duly signed by the Parties
                hereto,
                which writing specifically refers to this Agreement and states that
                it is
                an amendment, modification, or
                waiver.

            


    

    


    
      	
              XVII.
                

            	
              Entire
                Agreement: This Agreement represents the entire agreement between
                the
                Parties to this Agreement concerning its subject matter, and any
                and all
                prior representations and agreements with respect to such subject
                matter,
                if any, are merged herein and are superseded by this
                Agreement.

            


    

    


    
      	
              XVII.
                

            	
              Construction:
                Paragraph headings are for convenience only and are not intended
                to expand
                or restrict the scope or substance of the provisions of this Agreement.
                Whenever used herein, the singular shall include the plural, the
                plural
                shall include the singular, and pronouns shall be read as masculine,
                feminine, or neuter as the context
                requires.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year
      first above written.

     

    
      	 	SiteWorks, Inc. 
	 	 
	Date: February 4, 2004 	By: /s/ C Michael Nurse 
	 	___________________ 
	 	CEO & Chairman 
	 	 
	Date: February 4, 2004 	By: /s/ Nassau International Consultants
              Inc 
	 	___________________ 
	 	Nassau International Consultants
              Inc 
	 	 
	 	Ss/ Keith J
              McNally