EXHIBIT
      10.10

    THIS
      DOCUMENT WHEN SIGNED CONSTITUTES A
      LEGALLY BINDING

    CONTRACT
      WHICH REQUIRES ARBITRATION TO RESOLVE ANY DISPUTES

    BETWEEN
      THE PARTIES.

    


    MANAGEMENT
      CONSULTING AGREEMENT

    


    This
      Management Consulting Agreement (the “Agreement) is made and entered into
      effective the date it is signed by the last to sign as set forth below by and
      between the following parties:

    


    
      	 	
              I.

            	
              Siteworks,
                Inc., whose principal executive offices is 2534 N. Miami Ave., Unit
                2 B,
                Miami, FL 33127, a Florida Corporation, hereinafter referred to as
                the
                “Client” and whose stock symbol is Pink Sheet “SRKS”; and, whose telephone
                number is (305) 573-9339.

            


    

    


    II.
      David
      Gaal,, Stock Focus Capital .whose
      principal place of business is 56
      Peltz
      Avenue,Kitchener,Ontario,Canada,N2H6A5. Telephone
      Number (519) 578-4409; Fax number (519) .........., hereinafter referred to as the
“Consultant”:

    


    WHEREAS, Client
      is
a
      holding
      company whose business plan includes fostering the growth and profitability
      of
      acquired businesses through the application of financial resources and
      management expertise;
      and


    


    WHEREAS,
      Consultant, and its affiliates, are in the business of providing services for
      management consulting, business advisory, shareholder information and public
      relations; and 

     

    WHEREAS,
      the Client deems it to be in its best interest to retain Consultant to render
      to
      the Client such services as may be needed in order to inform the public of
      the
      potential investment merit and potential for the Client and its securities,
      thereby increasing investor recognition, market liquidity and improve
      shareholder value and market liquidity, and to assist Client in acquisitions,
      mergers and/or financial transactions; and 

    


    WHEREAS,
      Consultant is ready, willing, and able to render such consulting and advisory
      services to the Client as in hereinafter described on the terms and conditions
      more fully set forth below.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      in
      the Agreement, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

    


    
      
         

      

      
         

        
          

        

      

       

      
         

      

    

    
      	 	
              1.

            	
              CONSULTING
                SERVICES.
                The Client hereby retains the Consultant as an independent public
                relations and business consultant to the Client and the Consultant
                hereby
                accepts and agrees to such retention. The Consultant shall render
                to the
                Client such services as set forth on Exhibit “A”, attached hereto and by
                reference incorporated herein.

            


    

    


    It
      is
      acknowledged and agreed by the Client that Consultant carries no professional
      licenses, other than any that may be listed on Exhibit “A”, and is not agreeing
      to act as a market-marker or render legal advice or perform accounting services,
      nor act as an investment advisor or broker-dealer within the meaning of
      applicable state and federal securities laws. It is further acknowledged and
      agreed by the Client that the services to be provided to the Client hereunder
      are presently not contemplated to be rendered in connection with the offer
      and
      sale of Securities in a capital raising transaction; although Client may request
      services of Consultant therefore and have reached a basis for compensation
      if
      such additional services are rendered. The services of Consultant shall not
      be
      Exclusive nor shall Consultant be required to render any specific number of
      hours or assign specific personnel to the Client or its projects. 

    


    
      	 	
              2.

            	
              INDEPENDENT
                CONTRACTOR.
                Consultant agrees to perform its consulting duties hereto as an
                independent contractor. Nothing contained herein shall be considered
                as
                creating an employer-employee relationship between the parties to
                this
                Agreement. The Client shall not make social security, workers’
                compensation, or unemployment insurance payments on behalf of Consultant.
                The parties hereto acknowledge and agree that Consultant cannot guarantee
                the results of effectiveness of any of the services rendered or by
                Consultant hereunder. Rather, Consultant shall conduct its operations
                and
                provide its services in a professional manner and in accordance with
                good
                industry practice. Consultant will use its best efforts and does
                not
                promise results. 

            


    

    


    
      	 	
              3.

            	
              TIME,
                PLACE, AND MANNER OF PERFORMANCE.
                The Consultant shall be available for advice and counsel of the officers
                and directors of the Client at such reasonable and convenient times
                and
                places as may be mutually agreed upon. Except as aforesaid, the time,
                place and manner of performance of the services hereunder, including
                the
                amount of time to be allocated by the Consultant to any specific
                service,
                shall be determined at the sole discretion of the
                Consultant.

            


    

    


    
      	 	
              4.

            	
              TERM
                OF AGREEMENT.
                The term of this Agreement shall be Twelve (12) months commencing
                on the
                date of this Agreement, both subject to prior termination as hereinafter
                provided. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              COMPENSATION
                AND EXPENSES.
                In full consideration of the services to be provided for the Client
                by the
                Consultant as fully set forth in Exhibit “A”, the Client agrees to
                compensate Consultant in the manner as set forth in Exhibit “B.
                Consultant shall be solely responsible for all expenses and disbursements
                anticipated to be made in connection with its performance under this
                Agreement. Compensation is not to be prorated over the term of this
                Agreement and is non-refundable. Provided, if Consultant is terminated
                for
                cause as provided below, then Compensation will be prorated on a
                monthly
                basis, but Consultant may retain the unearned shares if it pays to
                Client
                the agreed Exchange value of the stock for this transaction set forth
                in
                Exhibit “B”. 

            


    

    


    Consultant
      may have an obligation to pay a Referral Fee equal to Ten Percent of the
      Compensation to a third party for marketing and introduction of the parties
      hereto, but such Referral Fee shall be paid solely by Consultant and Client
      hereby waives any claim, demand, or cause of action against the Referring Party
      for any action arising from any action or omission by Consultant and Client
      agrees to pay such payment. The name of the Referring Party shall be set forth
      on Exhibit “A”. 

    


    6. DUTIES
      AND OBLIGATIONS OF CLIENT.

    
      	 	
              (a)

            	
              Client
                shall furnish to Consultant such current information and data as
                necessary
                for Consultant to understand and base its advise to the Client, and
                shall
                provide such current information on a regular basis, including at
                a
                minimum:

            


    

    
      	 	
              i.

            	
              Financial
                Information:

            


    

    Balance
      Sheet, Income Statement, Cash Flow Analysis and Sales Projections; Officers
      and
      Directors Resumes or Curriculum Vitae; and, 

    


    
      	 	
              ii.

            	
              Shareholder
                Information:

            


    

    Shareholder(s)
      List; Debenture or Preferred Stock or Potion or Warrant Agreements which may
      affect the number of shares to be issued or outstanding. Client hereby
      authorizes Transfer Agent to deliver to Consultant a copy of the shareholder’s
      list(s) and an accounting for shares outstanding per its books. 

    


    
      	 	
              (b)

            	
              Client
                shall furnish Consultant with full and complete copies of all filings
                with
                all Federal and State Securities Agencies, with full and complete
                copies
                of all Shareholder Reports and Communications whether or not prepared
                with
                assistance of Consultant; with all data and information supplied
                to any
                Analyst, Broker/Dealer, Market-Maker, or any other member of the
                Financial
                Community, including specifically most recently filed Form 10 or
                Form
                15c2(11) or Offering documents (such as 504, 505, or 506) or Private
                Placement Documents. If Client is not a fully reporting Company under
                the
                provisions under the SEC, then it shall furnish a letter opinion
                from its
                Securities Counsel that the Client Stock is tradable or may be sold
                in the
                public market. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Client
                will notify Consultant of any private of public offering of securities,
                including S-8 or Regulation S or A at least five (5) days prior to
                making
                such an offering during the term of this Consulting Agreement.
                

            


    

    


    
      	 	
              (d)

            	
              Client
                will notify Consultant in writing at least Fifteen (15) days prior
                to any
                insider selling of client’s stock, if known to Client.
                

            


    

    


    
      	 	
              (e)

            	
              Client
                will not cause to be effected a change or split of the Client stock
                during
                the terms of the Agreement without at least five (5) days prior written
                notice to Consultant. 

            


    

    


    
      	
            	(f)	
              Client
                shall be responsible for advising Consultant of any information or
                facts
                that would affect  the
                accuracy of any prior data and information to Consultant.
                

            


    

     

    
      	 	
              7.

            	
               TERMINATION.

            


    

    
      	 	
              (a)

            	
              Without
                cause, Consultant’s relationship with the Client hereunder may be
                terminated at any time by mutual written agreement of the parties
                hereto.

            


    

    


    
      	 	
              (b)

            	
              Without
                cause, this Agreement shall terminate upon the dissolution, bankruptcy
                or
                insolvency of the Client. 

            


    

    


    
      	 	
              (c)

            	
              Without
                cause, and without excusing the Client’s obligations under Section 5
                herein above. Consultant shall have the right and discretion to terminate
                this Agreement should the Client violate any law, ordinance, permit
                or
                regulation of any government entity, except for violations which
                either
                singularly or in aggregate do not or will not have a material adverse
                effect on the operations of the
                Client.

            


    

    


    
      	 	
              (d)

            	
              Without
                cause, this Agreement may be terminated by either party upon giving
                written notice to the other party if the other party is in default
                hereunder such default is not reasonably cured within fifteen (15)
                days
                after written notice of such
                default.

            


    

    


    
      	 	
              (e)

            	
              For
                cause(s) as set forth below, this Agreement may be terminated by
                Client
                after giving written notice specifically detailing all and any event(s)
                of
                default to Consultant, if such specified event(s) of default is not
                reasonably cured within fifteen (15) days after receipt of written
                notice
                or such events of default(s):

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              Any
                willful breach of duty by
                Consultant,

            


    

    


    
      	 	
              (ii)

            	
              Any
                material breach by Consultant of the obligations in Section
                9,

            


    

    


    
      	 	
              (iii)

            	
              Any
                material act or event that would inhibit Consultant from fully performing
                its responsibilities under this Agreement in good
                faith.

            


    

    


    
      	 	
              8.

            	
              WORK
                PRODUCT.
                It is agreed that all information and materials produced for the
                Client
                shall be the property of the Consultant, free and clear of all claims
                thereto by the Client, and the Client shall retain no claim of authorship
                therein. 

            


    

    


    
      	 	
              9.

            	
              CONFIDENTIALITY.
                The
                Consultant recognizes and acknowledges that it has and will have
                access to
                certain confidential information to the Client and such affiliates.
                The
                Consultant will not, during the term of this Agreement, disclose,
                without
                the prior written consent or authorization of the Client, any of
                such
                information to any person, for any reason or purpose whatsoever in
                this
                regard, the Client agrees that such authorization or consent to disclose
                may be conditioned upon the regulation or procedure under which the
                confidentiality of the information is maintained in the hands of
                the
                person to whom the information is to be disclosed or in compliance
                with
                the terms of a judicial order or administrative process.
                

            


    

    


    
      	 	
              10.

            	
              CONFLICT
                OF INTEREST.
                The Consultant shall be free to perform services for other persons.
                The
                Consultant will notify the Client of its performance of consultant
                services for any other person which could conflict with its obligations
                under the Agreement. Upon receiving such notice, the Client may terminate
                this Agreement or consent to the Consultant’s outside consulting
                activities, failure to terminate this Agreement, within seven (7)
                days of
                receipt of written notice of conflict shall constitute the Client’s
                ongoing consent to the Consultant’s outside consulting
                services.

            


    

    


    
      	 	
              11.

            	
              DISCLAIMER
                OF RESPONSIBILITY FOR ACTS OF THE CLIENT.
                The obligations of Consultant described in the Agreement consist
                solely of
                the furnishing of information and advice to the Client in the form
                of
                services. In no event shall Consultant be required by this Agreement
                to
                represent or make management decisions for the Client. All final
                decisions
                with respect to acts and omissions of the Client or any affiliates
                and
                subsidiaries, shall be those of the Client or such affiliates and
                subsidiaries, and Consultant shall under no circumstances be liable
                for
                any expense incurred or loss suffered by the Client as a consequence
                of
                such acts or omissions. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              12.

            	
              INDEMNIFICATION.
                The Client shall protect, defend, indemnify and hold Consultant and
                its
                assigns and attorneys, accountants, employees, officers, and directors
                harmless from and against all losses, liabilities, damages, judgments,
                claims, counterclaims, demands, actions, proceedings, costs, and
                expenses
                (including reasonable attorneys’ fees) of every kind and character
                resulting from, relating to or arising out of (a) the inaccuracy,
                non-fulfillment or breach of any representation, warranty, covenant,
                or
                agreement made by Client; or (b) any legal action, including any
                counterclaim, based on any representation, warranty, covenant or
                agreement
                made by the Client herein; or (c) negligence or willful misconduct
                by the
                Client. 

            


    

    


    The
      Consultant shall protect, defend, and hold the Client and its assigns and
      attorneys, accountants, employees, officers and directors harmless from and
      against all losses, liabilities, damages, judgments, claims, counterclaims,
      demands, actions, proceedings, cost and expenses (including reasonable
      attorney’s fees) of every kind and character resulting from, relating to or
      arising out of (a) the inaccuracy, non-fulfillment or breach of any
      representation, warranty, covenant or agreement made by the Consultant herein
      except those based on information furnished by the Client or its
      representatives: or (b) any legal action, including any counterclaim, based
      on
      any representation, warranty, covenant or agreement made by the Consultant
      herein which was not based on information furnished by the Client; or (c)
      negligence or willful misconduct by the Consultant. 

    


    
      	 	
              13.

            	
              NOTICES.
                Any
                notices required or permitted to be given under this Agreement shall
                be
                sufficient if in writing and delivered or sent by:
                

            


    

    


    
      	 	
              (a)

            	
              Registered
                or Certified Mail to the principal office of the other party, postage
                prepaid with return receipt requested deposited in a proper receptacle
                of
                the United States Postal Service or its successors. Said notice shall
                be
                addressed to the intended recipient. A written notice sent in conformity
                with this provision shall be deemed delivered as of the date shown
                “delivered” on the return receipt; or


            


    

    


    
      	 	
              (b)

            	
              Transmitted
                by Prepaid Telegram or by Telephone Facsimile Transmission if receipt
                is
                acknowledged by the addressee or its fax machine confirmation. Notice
                so
                transmitted by telegram or facsimile transmission shall be effective
                only
                if receipt of transmission is acknowledged by an appropriate machine
                or
                written confirmation and such notice shall be deemed effective on
                the next
                business day after transmission, or


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Notice
                given in any other manner shall be effective only if proven to have
                been
                received by the addressee.

            


    

    


    For
      purposes of notice, the address of each party shall be the address set forth
      above; provided, however, that each party shall have the right to change his
      respective address for notices hereunder to another location(s) within the
      continental United States by giving 30 days’ written notice to the other party
      in the manner set forth hereinabove. 

    


    
      	 	
              14.

            	
              WAIVER
                OF BREACH. Any
                waiver by either party of a breach of any provision of this Agreement
                by
                the other party shall not operate or by construed as a waiver of
                any
                subsequent breach by any party. 

            


    

    


    
      	 	
              15.

            	
              ASSIGNMENT.
                This
                agreement and the rights and obligations of the Consultant hereunder
                shall
                not be assignable without the written consent of the Client, except
                that
                Consultant may assign this Agreement or any rights received hereunder
                to
                third party providers it may engage to render services hereunder.
                

            


    

    


    
      	 	
              16.

            	
              APPLICABLE
                LAW.
                It is the intention of the parties hereto that this Agreement and
                the
                performance hereunder and all suits and special proceedings hereunder
                be
                construed in accordance with and under and pursuant to the laws of
                the
                State of Texas and that in any action, special proceedings or other
                proceeding that may be brought arising out of, in connection with
                or by
                reason of this Agreement, the laws of the State of Texas shall be
                applicable and shall govern to the exclusion of the law of any other
                forum, without regard to the jurisdiction on which any action or
                special
                proceeding may be instituted. 

            


    

    


    
      	 	
              17.

            	
              SEVERABILITY.
                All
                agreements and covenants contained herein are severable, and in the
                event
                any of them shall be held to be invalid by any competent court, the
                Agreement shall be interpreted as if such invalid agreements or covenants
                were not contained herein. 

            


    

    


    


    
      	 	
              18.

            	
              ENTIRE
                AGREEMENT.
                This Agreement constitutes and embodies the entire understanding
                and
                agreement of the parties and supersedes and replaces all prior
                understanding, agreements, and negotiations between the parties.
                

            


    

    


    
      	 	
              19.

            	
              WAIVER
                AND MODIFICATION.
                Any waiver, alteration, or modification of any of the provisions
                of this
                Agreement shall be valid only if made in writing signed by the parties
                hereto. Each party hereto, may waive any of its rights hereunder
                without
                affecting the waiver with respect to any subsequent occurrences or
                transactions hereof. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              20.

            	
              BINDING
                ARBITRATION.
                The parties agree that any controversy or cause of action between
                the
                parties hereto involving any dispute or claim by, through or under,
                or the
                construction or application of any terms, covenants, or conditions
                of this
                agreement or matter arising incident hereto, shall be submitted to
                arbitration on the written request of one party served upon the other
                and
                such arbitration shall comply with and be governed by the provisions
                of
                the Texas Arbitration Act as it may be amended; Provided, that Arbitration
                shall be conducted in Harris County, Texas and be conducted under
                the
                auspices of the American Arbitration Association (“AAA”). The TAA Statutes
                shall apply, and the AAA procedural rules shall apply if not in conflict
                with the FAA rules. All evidence shall be subject to the Texas Rules
                of
                Civil Evidence, and wither party may seek judicial issuance for third
                party evidentiary matters or subpoenas. There will be three (3) Arbiters,
                one to be selected by Client and one to be selected by Consultant.
                The two
                selected Arbiters will select a third Arbiter who will be an attorney
                and
                former judge having been licensed for at least 5 years as an attorney
                in
                Texas; and who shall be the administrator of the panel. If a party
                does
                not designate an Arbiter within 10 days after written notice of the
                commencement of Arbitration by the other party, then the AAA shall
                submit
                a list of potential Arbiters and the requesting party shall select
                at
                least three Arbiters from the list, who shall serve as the sole Arbiters.
                Each party shall on written demand of the other party, pay one-half
                of any
                Arbitration costs or expenses, and such payments shall be awarded
                to the
                prevailing party as determined by the Arbiters. A party who fails
                to pay
                its one half of any Arbitration costs or expenses within 10 business
                days
                after receipt of written demand by requesting party shall be deemed
                to
                have defaulted and the Arbiter’s shall award all reasonable relief
                requested to the non-defaulting party without having evidence from
                the
                defaulting party. 

            


    

    


    
      	 	
              21.

            	
              COUNTERPARTS
                AND FACSIMILE SIGNATURE. This
                Agreement may be executed simultaneously in two or more counterparts,
                each
                of which shall be deemed an original, but all of which taken together
                shall constitute one and the same instrument. Execution and delivery
                of
                this Agreement by exchange of facsimile copies bearing the facsimile
                signature of a party hereto shall constitute a valid and binding
                execution
                and delivery of this Agreement by such party. Such facsimile copies
                shall
                constitute enforceable original documents.


            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Agreement, effective as of the date set forth above. 

    


    CONSULTANT:    CLIENT:

    COMPANY     COMPANY

    


    


    BY:
      _ss
      David Gaal_____________  BY:
      ___________________________

    


    _______________________________  _______________________________

    Its’
      Authorized Officer    Its’
      Authorized Officer

    


    Signed
      Date: ____________________  Signed
      Date: ____________________

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    “EXHIBIT
      A”

    


    Consultant
      shall provide services to Client as an independent management consultant.
      Consultant shall make itself available to consult with the board of directors,
      officers, employees and representatives and agents of the Client at reasonable
      times, concerning matters pertaining to the overall business and financial
      operations of the Client, as well as the organization of the administrative
      staff of the Client, the fiscal policy of the Client, as well as the
      organization of the problem of importance concerning the business affairs of
      the
      Client. Consultant may, at the request of the Client, assist in the preparation
      of written reports on financial, accounting, or marketing matters, review final
      information, analyze markets and report to the Client’s Chairman of the Board of
      Directors or Chief Executive Officer or President or Vice President or Treasurer
      on proposed investment opportunities, and develop short and long term strategic
      business plans. In addition, Consultant shall provide liaison services to the
      Client with respect to the Client’s relationships with unaffiliated third
      parties. Consultant does not undertake as part of this Agreement to provide
      loans, investments or financing for the Client, although such financial benefits
      may be made available to Client during the course of Consultant’s engagement.
      Consultant will not perform any activities that could subject Consultant or
      Client to violations of Federal or applicable state securities law. CONSULTANT
      IS NOT ENGAGED TO ACT AS AGENT, BROKER, UNDERWRITER, OR MARKET MAKER FOR THE
      SECURITIES OF THE CLIENT. 

    


    Consultant
      shall not be required to commence work until the Ten (10) business days after
      compensation is delivered, and/or until twenty-one (21) days from the date
      of
      execution of this Agreement. 

    


    Consultant
      shall not be required to render any services under this Agreement if trading
      is
      suspended in Client’s stock by the SEC or the NASD, or if the Client’s stock is
      delisted from trading on the NASD Bulletin Board trading system.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    “EXHIBIT
      B”

    


    


    Client
      shall compensate Consultant (and/or it’s affiliates as set forth below) for its
      services to be rendered hereunder, a fee equal to the following.

    


    A. Client
      will deliver to Consultant a total of $10,000 (ten Thousand Dollars) worth
      of
      Free Trading, ie, non-restricted stock at the current bid price of 0.02 cents
      as
      of April 6, 2004.