Exhibit10.5

    


    Business
      Development Agreement

    Ken
      Ash

    1615
      Highway 101, Beaufort, NC 28516

    


    This
      agreement (this “Agreement”) is made this 4th day of February, 2004, between
      Siteworks, Building & Development Co., an OTCBB public company (“SWKJ"),
      having a principal place of business located at 2534 N Miami Avenue, Miami
      Florida and [Ken Ash Jr.], having a principal residence at 1615 highway 101,
      Beaufort, NC 28516 North Carolina collectively the “Parties” and each
      individually a “Party”).

    


    RECITALS:

    


    KEN
      ASH
      JR is a consulting firm whose principal place of business is located in North
      Carolina and

    


    SWKJ
      desires to retain KEN ASH JR 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.
                SWKJ hereby engages KEN ASH JR and KEN ASH JR hereby accepts such
                engagement upon the terms and conditions set forth in this
                Agreement.

            


    

    


    
      	 	
              A.
                

            	
              Duties:
                KEN ASH JR is engaged by SWKJ as a business development and marketing
                consultant, to represent SWKJ and its business in the United States
                and
                internationally (Thailand) ; to assist SWKJ in expanding its business
                operations construction and development " services and trade. KEN
                ASH JR
                will report directly to the Chief Executive Officer (“CEO”) of SWKJ. 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: SWKJ hereby agrees to issue to KEN ASH JR, and KEN ASH JR
                agrees
                to accept from SWKJ, five million (5,000,000) shares of common stock
                of
                SWKJ, as discussed as payment in full for services
                rendered.

            


    

    


    
      	 	
              3.
                

            	
              Timing
                of Payment of Fee: Any and all fees due to KEN ASH JR under this
                Agreement
                shall be paid upon completion of the
                work.

            


    

    


    
      	 	
              D.
                

            	
              Expense
                Reimbursement: SWKJ shall reimburse KEN ASH JR for all reasonable
                expenses
                incurred. Expenses and materials reimbursements shall be made promptly
                upon submission of an expense report to
                SWKJ.

            


    

    


    
      	 	
              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, KEN ASH JR, and not SWKJ, shall be responsible for any and
                all
                income taxes and any and all other employment related taxes or assessments
                which may be required of KEN ASH JR 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 Florida and judgment upon the award may be entered
                in any
                court having jurisdiction thereof. Nothing, however, contained herein
                shall limit SWKJ'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: KEN ASH JR agrees that his violation or threatened violation
                of
                any of the provisions of this Agreement shall cause immediate and
                irreparable harm to SWKJ and, in such event, an injunction restraining
                KEN
                ASH JR from such violation may be entered against KEN ASH JR in addition
                to any other relief available to
                SWKJ.

            


    

    


    


    
      	
              VI.
                

            	
              Representations
                and Warranties: KEN ASH JR represents, warrants, covenants and agrees
                that
                KEN ASH JR has a right to enter into this Agreement; that KEN ASH
                JR is
                not a Party to any agreement or understanding, whether written or
                oral,
                which would prohibit KEN ASH JR's performance of his obligations
                hereunder; and KEN ASH JR is not in possession of any proprietary
                information belonging to another Party which KEN ASH JR 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: KEN ASH JR agrees to indemnify and hold
                SWKJ 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 SWKJ or any such other Indemnified Person
                is a
                party to such investigation, action, proceeding or dispute, arising
                out of
                SWKJ'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 SWKJ'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 SWKJ'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
                SWKJ
                and/or to any such other Indemnified Person by KEN ASH JR 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 KEN ASH JR 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). KEN ASH JR also agrees that no Indemnified
                Person shall have any liability (whether direct or indirect, in contract
                or tort or otherwise) to KEN ASH JR 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 KEN ASH JR 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 SWKJ or any such
      other Indemnified Person or insufficient to hold it harmless, then KEN ASH
      JR
      shall contribute to the amount paid or payable by SWKJ 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 KEN ASH JR and its shareholders on the one hand and SWKJ or any such other
      Indemnified Person on the other hand, but also the relative fault of KEN ASH
      JR
      and SWKJ or any such other Indemnified Person, as well as any relevant equitable
      considerations; provided that in no event will the aggregate contribution by
      SWKJ and any such other Indemnified Person hereunder exceed the amount of fees
      actually received by SWKJ pursuant to this Agreement. The reimbursement,
      indemnity and contribution obligations of KEN ASH JR hereinabove set forth
      shall
      be in addition to any liability which KEN ASH JR 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 KEN ASH JR, SWKJ 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 Florida, 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
                Florida.

            


    

    


    
      	
              XIII.
                

            	
              Venue:
                The state of Florida 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 Building& Development Co.,
              . 
	 	 
	Date: June 31, 2005 	By: /s/ C Michael Nurse 
	 	_______________ 
	 	CEO & Chairman 
	 	 
	Date: June 31, 2005 	By: /s/ Ken Ash Jr 
	 	_______________ 
	 	ss Ken Ash Jr