**Exhibit 10.1 **

*Management Services Consulting AgreementwithFirst Advisors, Inc.*

This ***Management Services Consulting Agreement*** is entered into as of May 1, 2001 (the “***EffectiveDate***”), by and between ***First Advisors, Inc.***, a Texas corporation(“***Consultant***”), and ***National Health & Safety Corporation***, a Utah corporation,(“***Company***”).
**RECITALS**

           A.         The Company is engaged in the business of marketing discount healthcare cards tothe                       consumer (the “***Business***”).            B.         Through itsEmployees, and through Contractors and Service Providers engaged by                        Consultant, Consultant will arrange for personnel to provide general and specific consulting                        services to Company as provided in this Agreement.            C.        The Company desiresto engage Consultant to provide certain consulting services to                        Company to assist Company in furthering its goals for the Business, and Consultant is willing                        to accept such engagement to provide such consulting services to Company, upon the terms                        and subject to the conditions contained in this Agreement.

**AGREEMENT**

***Therefore***, in consideration of the premises and the mutual covenants andagreements contained in this Agreement, Company and Consultant agree as follows:

**Article OneDefinitions**

1.1       Definitions:  Forpurposes of this Agreement, the following terms are defined as set forth in this             Section 1.1.  All references to a Recital, Article,Section, or Schedule are to a Recital, Article,             Section, or Schedule of this Agreement, unless otherwiseindicated.            a.        Affiliate of any Person means any other Person who directly controls, is controlled by, or is                        under common control with, such Person.  For purposes of this definition, “control,”                        “controlled by,” and “under common control with” means possession, directly or indirectly, of                        power to direct or cause the direction of management or policies (whether through ownership                        of voting securities or interests, by contract, or otherwise).            b.        Agreement means this Management Services Consulting Agreement, including all                        Schedules, as it may be renewed, extended, restated, amended, or supplemented from time                        to time.             c.        Business has the meaning given such term in Recital A.             d.         BusinessDay means every day on which commercial banks in the State of Texas are open                        for business.             e.         Causemeans:                       (1)        A material default in the performance of Consultant’s duties under thisAgreement, if                                    such default has not been cured by Consultant within 30 days following the receipt by                                    Consultant of notice of such material default given by Company, or                        (2)        Consultant’s dishonesty, willful misconduct, willful violation of any Law,action (or                                    omission) involving moral turpitude and reflecting unfavorably upon the public image                                    of Company, or action (or omission) aiding or abetting a competitor, supplier, or                                    customer of Company to the material disadvantage of Company.             f.         Company has the meaning given such term in the initial paragraph of this Agreement.             g.         CompanyRepresentative has the meaning given such term in Section 2.8.             h.        Compensation has the meaning given such term in Section 4.1.             i.         Confidential Information means any information, other than Public Information, which is in                        tangible form, which is deemed to be confidential by Consultant, which is marked as                        confidential or proprietary (or words of similar import) at the time of disclosure to Consultant,                        and which falls within any one or more of the following categories with respect to Company                        and its Affiliates:                        (1)        Information concerning (i) operations, (ii) finances, (iii) business opportunities,(iv)                                    business methods and concepts, and (v) business plans;                        (2)        Information concerning (i) customers, including customer names, customer lists,and                                    the terms of contracts with customers, and (ii) suppliers, including the terms of                                    contracts with suppliers;                        (3)        Information concerning (i) products, (ii) services, (iii) marketing and sales plansand                                    sales techniques, and (iv) other concepts or ideas related to the Business that are                                    proprietary and unique;                        (4)        Results of any tests and/or studies regarding the Business and/or any reportsfrom                                    any third person contractors or consultants engaged to analyze and/or interpret                                    research data in connection with the Business;                        (5)        Information concerning internal policies and procedures, including personnelpolicies                                    and procedures;                        (6)        Information concerning Company’s relationships with its accountants,attorneys,                                    bankers, insurance agents, or other third parties with whom Company maintains a                                    business relationship;                        (7)        Information related to, or that could be used in any way against Company or any                                    Affiliate of Company in connection with, any lawsuit or any dispute in which Company                                    or any Affiliate of Company is or might become involved; and                        (8)        Financial statements, reports, manuals, notebooks, letters (and other                                    correspondence), and other written material pertaining to the Business.             j.         Contractor means an individual with business experience and expertise who is engaged by                        Consultant as an independent contractor to assist Consultant in the provision of Services to                        Company pursuant to this Agreement (such engagement by Consultant may be limited to the                        provision of Services hereunder or may encompass the provision of consulting services to                        other Persons in addition to Company).             k.         EffectiveDate has the meaning given such term in the initial paragraph of this Agreement.             l.         Employee means an individual who is an employee of Consultant or an Affiliate of Consultant                        and who is assigned by Consultant to provide Services to Company pursuant to this                        Agreement.             m.        InitialTerm means the period beginning on the Effective Date and ending on April 30, 2002.            n.        Inventions have the meaning given such term in Section 5.2.             o.         Lawsmeans all applicable statutes, laws, treaties, ordinances, rules, regulations, orders,                        writs, injunctions, decrees, judgments, or opinions of any Tribunal.             p.        Person means any individual, corporation, partnership, joint venture, limited liability                        company, trust, Tribunal, or other entity.             q.         PublicInformation means:                       (1)        Information which is publicly available,                        (2)        Information which Consultant develops independently without use of anyConfidential                                    Information so long as Consultant’s independent development of such information                                    can be documented and verified,                        (3)        Information, other than Confidential Information delivered to Consultant byCompany                                    prior to the Effective Date, in Consultant’s possession on the Effective Date so long                                    as such possession can be verified, and                        (4)        Information that is rightfully received by Consultant from a third-party who has noduty                                    of confidentiality with respect to such information.             r.         Rights means legal and equitable rights, remedies, powers, privileges, and benefits.             s.         ServiceProvider means a lawyer (or law firm), accountant (or accounting firm), public                        relations professional (or public relations firm), or other professional service provider who is                        either engaged by Consultant as an independent contractor to assist Consultant in the                        provision of Services to Company pursuant to this Agreement or is recommended by                        Consultant to Company and engaged by Company to provide professional services to                        Company.             t.         Services have the meaning given such term in Section 2.2.             u.         Taxesmean all charges of any nature whatsoever imposed by any Law or Tribunal.             v.         Termmeans the Initial Term and any renewal or extension of the Initial Term.             w.        Tribunalmeans any (a) local, state, federal, or foreign judicial, executive, administrative,                        regulatory, or legislative instrumentality, and (b) private arbitration board or panel. 1.2       Number and Gender ofWords:  Whenever inthis Agreement the singular number is used, the same             shall include the plural where appropriate and viceversa, and words of any gender shall include             each other gender where appropriate.

**Article TwoCreation and Nature of Relationship**

2.1       Engagement of Consultant:  Upon the terms and subject to the conditions contained in this             Agreement, Company engages Consultant, effective as of theEffective Date, as a business             consultant to provide the Services to Company; and Consultantaccepts such engagement and             agrees to provide the Services upon such terms and subject tosuch conditions.2.2       The Services:  From time to time as requested byCompany, Consultant, as an independent             contractor, will provide the consulting services described inSchedule A (collectively, the “***Services***”)             to Company during the Term.2.3       Standard of Performance:  Consultant represents and warrants to, and covenantswith, Company as             follows:            a.         NoConflicting Agreements: Consultant represents to Company that it is not subject to any                        agreements or arrangements that prevent Consultant from complying with its obligations to                        Company under this Agreement; and Consultant agrees while this Agreement remains in                        effect it will not enter into any such conflicting agreements or arrangements.            b.         Quality ofthe Services:  Consultant agrees that it will provide the Services with reasonable                        care, skill, and diligence and in accordance with applicable professional standards customary                        for consulting services similar to the Services, and warrants that the Services will be provided                        by Employees, Contractors, and Service Providers selected and supervised by Consultant.                         THE FOREGOING IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY                        PROVIDER.  PROVIDER MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS                        OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY WARRANTY CONCERNING                        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.              c.         Consultantshall not in any event be liable for special, consequential, exemplary, or incidental                        damages, including, but without limitation, loss of profit or goodwill, suffered by Company or                        any Affiliate of Company.            d.         Compliancewith Laws:  Consultant agrees to use good faith efforts to comply with all                        applicable Laws in providing the Services.2.4       Employees, Contractors, and Service Providers:  Consultant, at its solediscretion, will assign such             of its Employees to the provision of the Services as it deemsappropriate or desirable; and, at its             election, Consultant may also engage one or more Contractors orService Providers to provide, or             assist Employees of Consultant in providing, the Services toCompany.  If any Employee,             Contractor, or Service Provider assigned by Consultant to theprovision of the Services does not             satisfactorily perform assigned duties, or if Company considersany Employee’s, Contractor’s, or             Service Provider’s conduct to be detrimental to Companyor the Business, Consultant will withdraw             such Employee, Contractor, or Service Provider promptly afterreceipt of Company’s notification.              Subject to the limited Rights of Company contained in thesecond sentence of this Section 2.4,             Consultant shall at all times maintain the Right to control,direct, and supervise its Employees and             Contractors and Service Providers engaged by Consultant,including the Right to discharge or             reassign any such Employee, Contractor, or Service Providerproviding Services under this             Agreement.  The foregoing notwithstanding, in the eventCompany requires the services of any             Service Provider and Company and/or Consultant believeCompany’s best interests will be served             by Company’s direct engagement of such Service Provider,Consultant, at Company’s request, will             make recommendations regarding one or more qualified ServiceProviders and Company, at its sole             discretion, may engage the Service Consultant of its choice toprovide the required professional             services; and in such event, Consultant will bear noresponsibility whatsoever for, or with respect to,             the actions (or omissions) of the Service Provider(s) engagedby Company.2.5       Time and Attention to the Services:  Theengagement of Consultant to provide the Services is             intended as a part-time engagement that will not requireConsultant, or those of its Employees,             Contractors, or Service Providers providing Services toCompany, to devote its, or their, full time and             attention to the provision of the Services.  Consultantwill use its good faith efforts to be responsive             to requests from Company for the provision of Services atspecified times; but Consultant, at its             reasonable discretion, will determine how much time andattention to devote to the provision of the             Services.2.6       Nature of Relationship:  In its capacity as abusiness consultant to Company under this Agreement,             Consultant will have no authority or power to bind Company toany agreement, contract, or order, or             in any other manner, without Company’s written approval,nor will Consultant be authorized to act as             an agent or representative of Company unless expresslyauthorized in writing to do so.  In the             performance of its duties under this Agreement, Consultant willbe an independent contractor with             the sole Right to supervise, manage, control, and direct theperformance of the details incident to             such duties, and nothing contained in this Agreement will bedeemed or construed to create a             partnership or joint venture, to create the relationship ofemployer - employee, or, except as             expressly set forth herein or in a separate writing deliveredpursuant hereto, principal - agent, or to             otherwise create any liability for either Company or Consultantwith respect to any indebtedness,             liabilities, or obligations of the other or of any otherPerson.  Consultant will be free to set its own             hours and appointments and, as contemplated by Section 2.5, todevote as much time to the             provision of Services as Consultant deems appropriate andconsistent with its obligations under this             Agreement. 2.7       Consultant Responsibilities:  To facilitate the performance of the Services byConsultant, Consultant             will provide access to its facilities, information, andpersonnel (including, but without limitation, its             directors, officers, employees, advisors, and agents) toCompany during reasonable hours.2.8       Company Representative:  Company's representative for all matters related tothis Agreement and             the Services to be provided hereunder will be the Board ofDirectors of Company or such other             representative as the Company may designate from time to timeby written notice to Consultant (the             “***Company Representative***”). Subject to the independence afforded Consultant pursuant to other             provisions of this Article Two, Consultant will receiveinstruction, direction, and supervision from the             Company Representative and the Company Representative will havecomplete authority to act for             and on behalf of Company with respect to this Agreement and theServices.  Consultant will provide             the Company Representative with such information concerning theprovision of the Services, as the             Company Representative shall request from time to time. Consultant will act upon the instructions             or directions of the Company Representative, but will not berequired to act upon any such             instructions or directions if acting upon the same wouldrequire Consultant to incur any expenses or             to expend any of its own funds.  At any time, Consultantmay seek instruction or direction from the             Company Representative, and may refrain from acting on anymatter with respect to which it has             sought instruction or direction until the requested instructionor direction is provided to Consultant.              Under no circumstances will Consultant be liable for any actiontaken or not taken in reliance on the             instruction or direction of the Company Representative.2.9       Exclusivity:            a.        Consultant’s Right to Provide Consulting Services to Others: Subject to the conflict of interest                        provisions contained in Section 7.16, nothing contained in this Agreement is intended to or                       shall be deemed to limit Consultant’s ability to accept business consulting engagements from                        other Persons, expressly excluding Persons who are competitors with Company and                        Persons that have developed technology and/or that offer products or services similar to                        those developed and/or offered by Company.             b.        Limitations on Company’s Right to Engage Other Consultants:  While this Agreement                        remains in effect, Company agrees that it will not engage any Person other than Consultant                        to provide consulting services the same as or substantially similar to the Services to be                        provided by Consultant under this Agreement; however, nothing contained in this Agreement                        is intended to limit the ability of Company to engage any Person to provide consulting                        services that differ from the Services or to otherwise enter into any arrangement with any                        Person so long as such arrangement does not conflict with this paragraph b or other                        provisions of this Agreement.

**Article ThreeTerm and Termination**

3.1       Term:  This Agreement is effective on and as of the Effective Dateand it shall remain in effect for the            Initial Term and any renewals or extensions thereof, unlessearlier terminated in accordance with            Section 3.2.3.2       Termination of this Agreement:  This Agreement may be terminated asfollows:            a.         By MutualConsent:  Company and Consultant may terminate this Agreement at any time by                       written mutual consent executed by an authorized officer or manager of Company and Consultant.            b.         WithoutCause:  For its sole convenience either Party may terminate this Agreement at any                       time by giving written notice of termination to the other Party not less than 30 days before the                       date of termination.            c.         WithCause:  Either Party may terminate this Agreement at any time for Cause by giving                       written notice of termination to the other Party.  Notice given pursuant to this paragraph must                       include a list of the actions or omissions constituting Cause and giving rise to such notice.3.3       Unpaid Compensation:  On or promptly after the effective date of terminationunder this Section 3.2,            (i) Consultant will be paid all unpaid Compensation due toConsultant under this Agreement and all            then unreimbursed expenses due to Consultant under thisAgreement, and (ii) Consultant will deliver            to Company all property of Company in the possession ofConsultant, including, but without            limitation tangible Confidential Information of Company inConsultant’s possession, as required by            Section 5.1.3.4       Renewals and Extensions:  Unless earlier terminated by Company or Consultantpursuant to Section             3.2, this Agreement will continue in effect afterthe last day of the Initial Term until the earlier of (a)            termination by Company or Consultant pursuant to Section3.2 or (b) the first anniversary of the            Effective Date, on which date this Agreement will terminateunless further extended in writing by            Company and Consultant.

**Article FourCompensation and Expenses**

****4.1       Compensation to Consultant:  During theTerm, Company will compensate Consultant for providing            the Services by the payment of the compensation set forth inSchedule B (the “***Compensation***”).             Payment of Compensation due to Consultant shall be made inaccordance with Section 4.4, as            applicable.4.2       Expenses:  As part of the compensation payable toConsultant pursuant to Section 4.1, Consultant            will be entitled to reimbursement for the followingout-of-pocket expenses incurred by Consultant in            connection with the provision of the Services or otherwiseincurred on behalf of Company, in all            cases at Consultant's actual cost without any markup orincrease:            a.        Contractors:  Company will reimburse Consultant for fees and expenses paid or payable by                       Consultant to any Contractor engaged by Consultant in respect of those Services provided                       by such Contractor, provided that the engagement of such Contractor by Consultant and the                       incurrence of such fees and expenses have been authorized by Company in advance.            b.         ServiceProviders:  Company will reimburse Consultant for fees and expenses paid or                       payable by Consultant to any Service Provider engaged by Consultant in respect of those                       Services provided by such Service Provider, provided that the engagement of such Service                       Provider by Consultant and the incurrence of such fees and expenses have been authorized                       by Company in advance.            c.        Airfare:  Company will reimburse Consultant for airfare incurred by Consultant (and its                       Employees, Contractors, and Service Providers), if the travel for which airfare is authorized                       by Company in advance.            d.         GroundTransportation:  Company will reimburse Consultant for rental car, taxi, and other                       ground transportation charges, including bridge tolls and similar expenses, incurred by                       Consultant (and its Employees, Contractors, and Service Providers) in the course of travel                       that has been authorized by Company in advance.            e.         Lodgingand Meals:  Company will reimburse Consultant for reasonable lodging and meal                       expenses incurred by Consultant (and its Employees, Contractors, and Service Providers) in                       the course of travel that has been authorized by Company in advance.  Consultant will not be                       entitled to reimbursement for lodging or meals purchased for individuals other than                       Employees, Contractors, and Service Providers assigned to the performance of Services.            f.         Telephone:  Company will reimburse Consultant (and its Employees, Contractors, and                       Service Providers) for long distance and toll telephone calls placed by Consultant and                       relating to the provision of Services.            g.         Deliveryand Copying:  Company will reimburse Consultant for messenger services, for                       overnight delivery and express mail services, for telecopying services, and for copying                       services or for use of Consultant's office photocopier at a rate not to exceed ten cents ($.10)                       per page.            h.        Materials:  Company will reimburse Consultant for materials and supplies provided by                       Consultant to Company, purchased by Consultant for use in connection with the provision of                       Services, or otherwise utilized by Consultant in connection with the provision of Services,                       provided that such materials and supplies are of more than nominal value and their provision                       to Company or utilization by Consultant are authorized by Company in advance.            i.         Research:  Company will reimburse Consultant for the costs of market segment research,                       competitive analysis research, and valuation research undertaken by third Persons, if the                       engagement of such third Persons is approved in advance by Company.            j.         Taxes:  Company will reimburse Consultant for Taxes, other than income and franchise                       Taxes paid or payable by Consultant in respect of Compensation paid to Consultant, paid by                       Consultant in connection with the provision of the Services to Company.4.3       Taxes:  All Compensation paid to Consultantpursuant to Section 4.1 shall be paid without            withholding, set off, or deduction of any kind whatsoever,except as otherwise required by applicable            Laws.  Consultant will be responsible for the payment ofall income and franchise Taxes that arise            from the payment of Compensation to Consultant under thisAgreement.  Any Taxes other than            income and franchise Taxes that arise from the payment ofCompensation to Consultant under this            Agreement, including, but without limitation, federal, state,and local privilege and excise Taxes            attributable to the Services or the provision thereof, shall bethe responsibility of Company and if            paid by Consultant shall be added to an invoice as an expense tobe reimbursed by Company.4.4.      Non-Cash Compensation:  Compensation payable to Consultant in the form of stockwarrants,            capital stock, or other securities will be payable in the mannerprovided in Schedule B.  In the event            Company fails timely to issue any stock warrant, capital stock,or other securities, or otherwise            comply with its obligations in respect of any non-cashCompensation, in accordance with Schedule             B, Consultant, at its election, may (i) suspend allServices then being provided to Company, and/or            (ii) exercise any Rights Consultant may have under applicableLaw or otherwise in respect of            Company’s failure to comply with such obligations.

**Article FiveCertain Covenants**

****5.1       Confidentiality:  Consultantacknowledges that in the course of providing the Services to Company            under this Agreement, Consultant will or may obtain certainConfidential Information, which            Confidential Information has been or will be uniquely developedby Company and cannot be readily            obtained by third Persons from outside sources.  Consultantaccordingly agrees as follows:            a.         Covenantof Confidentiality:  Consultant agrees that all Confidential Information                       communicated in connection with this Agreement or the provision of the Services to                       Consultant by, or otherwise belonging to, Company and its Affiliates, or their customers,                       whether before or after the Effective Date, shall be and remain the property of Company,                       shall at all times be held in confidence, and shall not be disclosed by Consultant to third-                       parties (other than (i) Employees, Contractors, and Service Providers assigned to provide                       Services hereunder or (ii) pursuant to the order of any Tribunal) without the prior written                       consent of Company.            b.         Care ofConfidential Information:  Consultant will protect Confidential Information                       communicated to it using at least the same degree of care, but no less than reasonable care,                       to prevent the unauthorized use, disclosure, or publication of such Confidential Information                       as Consultant uses to protect its own confidential information of like nature.  Consultant will                       be deemed to have discharged its obligations concerning the care of Confidential Information                       if Consultant has exercised this degree of care and if upon discovery of and use or disclosure                       not authorized or permitted by, or pursuant to, this Agreement Consultant uses its good faith                       efforts to prevent any further use or disclosure and promptly notifies Company of such                       unauthorized use or disclosure and the steps it is taking, or proposes to take, to prevent                       further unauthorized use or disclosure.            c.         Use ofConfidential Information:  Consultant will use the Confidential Information obtained by                       it solely for purposes related to the provision of the Services and for no other purpose.            d.         Return ofConfidential Information:  Promptly after termination of this Agreement, Consultant                       will surrender to Company all data, lists, books, materials, and records of or pertaining to any                       Confidential Information obtained in connection with this Agreement or the provision of the                       Services hereunder, including any copies thereof and all property in the possession of                       Consultant belonging to Company or any of its Affiliates.            e.         Right toInjunction: Consultant acknowledges that a violation or attempted violation on                       Consultant’s part of any agreement in this Section 5.1 will cause irreparable damage to                       Company and its Affiliates, and accordingly Consultant agrees that Company shall be                       entitled as a matter of right to an injunction, out of any court of competent jurisdiction,                       restraining any violation or further violation of such agreements by Consultant; such Right to                       an injunction, however, shall be cumulative and in addition to any other remedies Company                       may have.            f.         Survival:  The terms and agreements set forth in this Section 5.1 shall survive expiration of                       the Term or the termination of this Agreement for any reason, and shall remain in effect for                       the period of 12 months following the expiration of the Term or the termination of this                       Agreement.  The existence of any claim of Consultant, whether predicated on this Agreement                       or otherwise, shall not constitute a defense to the enforcement by Company of the                       agreements contained in this Section 5.1.5.2       Inventions or Discoveries:  Either individually orjointly with others, Consultant acknowledges that            during the Term it may discover, conceive, make, perfect, ordevelop inventions, discoveries,            improvements, ideas, computer programs, know-how, and/or datathat result from the provision of            the Services and relate to the Business of Company(“Inventions).  Consultant agrees to disclose            and assign to Company any and all such Inventions and shallpromptly execute and deliver all            documents necessary to vest such Rights in Company.5.3       Copyright:  Consultant agrees that Company shallown all original written materials, including            programming documentation, originated, and prepared specificallyfor Company pursuant to this            Agreement.  Consultant also acknowledges that suchcopyrightable works are “works made for hire”            under U.S. copyright laws.  Consultant further agrees, ifso requested, and at Company’s expense,            to execute written acknowledgments or assignments of copyrightownership of works covered by this            Agreement as may be necessary to preserve or vest such Rights inCompany.  Consultant further            waives and agrees not to assert any Rights, if any, toattribution and integrity (“moral rights”) that            Consultant may have in any such copyrightable works.  5.4       Non-Solicitation:  During the Term and for a period of 12 months after theexpiration or earlier            termination of this Agreement, neither party to this Agreementwill hire or solicit for hire any            employee of the other party, or of any Affiliate thereof, withwhom it has had contact in connection            with the provision of the Services under this Agreement withoutthe express written consent of the            other party.  The foregoing notwithstanding, in the eventeither party breaches the agreement of            such party to refrain from hiring any employee of the otherparty contained in this Section 5.4, such            party will be obligated to pay the non-breaching party an amountequal to 50% of the then current            annual salary of the employee who is wrongfully hired ascompensation for the expense incurred, or            anticipated to be incurred, in replacing such employee.

**Article SixExculpation and Indemnification**

6.1       Exculpation:  Neither Consultant, nor any of its shareholders, members,directors, managers,             officers, employees, contractors, agents, representatives, orattorneys, nor any of Consultant’s             Affiliates, Contractors, or Service Providers, nor any of theirrespective partners, shareholders,             members, directors, managers, officers, employees, contractors,agents, representatives, or             attorneys, as applicable, shall be liable to Company, or anyAffiliate of Company, for honest             mistakes of judgement, or for action or inaction, takenreasonably and in good faith for a purpose             that was reasonably believed to be in the interests of Company,or for losses due to such mistakes,             action, or inaction, or to the negligence, dishonesty, or badfaith of any employee, contractor, or             other agent of Consultant or any of Consultant’sAffiliate’s, Contractors’, or Service Providers’             employees, contractors, or agents; provided, that suchemployee, contractor, or agent was selected,             engaged, or retained and supervised with reasonable care;andprovided, that this Section 6.1 shall             not extend to any action which constitutes fraud, willfulmisconduct, gross negligence, or a material             breach of this Agreement.  Consultant may consult withcounsel and accountants in respect of the             provision of the Services and be fully protected and justifiedin any action or inaction that is taken or             not taken in accordance with the advice or opinion of suchcounsel or accountants, provided that             they shall have been selected with reasonable care. Notwithstanding any of the foregoing to the             contrary, the provisions of this Section 6.1 shall notbe construed so as to relieve (or attempt to             relieve) any Person of any liability by reason of recklessnessor intentional wrongdoing to the extent             (but only to the extent) that such liability may not be waived,modified, or limited under applicable             Law, but shall be construed so as to effectuate the provisionsof this Section 6.1 and of Section 6.2             to the fullest extent permitted by law.6.2       Indemnification by Company:  Company agrees to,and does hereby, indemnify Consultant and             Consultant’s shareholders, members, directors, managers,officers, employees, contractors, agents,             attorneys, and representatives, and Consultant’sAffiliates, Contractors, and Service Providers, and             their respective partners, shareholders, members, directors,managers, officers, employees, agents,             attorneys, and representatives, against all claims, damages,losses, and expenses, including             reasonable attorneys’ fees and expenses, arising out ofCompany’s performance under this             Agreement or otherwise with respect to the Business and/or theServices that are caused in whole             or in part by Company’s willful misconduct or grosslynegligent act or omission or that are caused by             the willful misconduct or grossly negligent act or omission ofany Affiliate of Company, or of any             Person employed or engaged by Company for whose acts Companymay be liable.6.3       Indemnification by Consultant:  Consultant agreesto, and does hereby, indemnify Company and             Company’s shareholders, members, directors, managers,officers, employees, contractors, agents,             attorneys, and representatives against all claims, damages,losses, and expenses, including             reasonable attorneys’ fees and expenses, arising out ofConsultant’s provision of the Services under             this Agreement that are caused in whole or in part byConsultant’s willful misconduct or grossly             negligent act or omission or that are caused by the willfulmisconduct or grossly negligent act or             omission of any Affiliate of Consultant, or of any Personemployed or engaged by Consultant for             whose acts Consultant may be liable.

**Article SevenMiscellaneous**

7.1       Headings:  The headings, captions, andarrangements used in this Agreement are for convenience             only and do not limit, amplify, or modify the terms of thisAgreement.7.2       Communications:  Unless specifically otherwiseprovided, whenever this Agreement requires or             permits any consent, approval, notice, request, or demand fromone party to another, such             communication must be in writing (which may be by facsimiletransmission or email acknowledged             by the recipient) to be effective and shall be deemed to havebeen given on the day delivered or, if             mailed, on the third Business Day after it is enclosed in anenvelope, addressed to the party to be             notified at the address stated below, properly stamped, sealed,and deposited in the appropriate             official postal service, or if emailed, on the dayacknowledged.  For notice to be effective to the             Company, all members of the current Board of Directors must benotified in accordance with this             paragraphUntil changed by notice, the address, facsimile number, and email address for each party is as follows:For the Company:       ***National Health & Safety Corporation:***

******

Gary J. Davis 3811 Bee Cave Road, Suite 210 Austin, TX 78746 Fax:  (512) 328-6846 Email:  garydavis@firstadvisors-inc.com

  

James Kennard 165 Lewisville Court Phoenixville, PA 19460 Fax: Email:  njcabin57@aol.com
Jimmy E. Nix, II 3005 Sugarberry Cove Round Rock, TX 78664 Fax:  (512) 388-0228 Email:  jncn598@hotmail.com
  

Eugene Rothchild 3108 Carew Tower 441 Vine Street Cincinnati, OH 45202 Fax:  (513) 579-9480 Email:  Eugene.rothchild@juno.com
For the Consultant:     ***First Advisors, Inc.***                       Attn:  President                       3811 Bee Cave Road, Suite 210                       Austin, Texas 78746                       Facsimile: (512) 328.68467.3       Survival:  All covenants, agreements,representations, and warranties made in this Agreement shall             survive all closings under this Agreement and, to the extentexpressly stated in certain Sections of             this Agreement, the expiration of the Term or the earlytermination of this Agreement.7.4       Governing Law:  THIS AGREEMENT IS BEING EXECUTEDAND DELIVERED, AND IS INTENDED             TO BE PERFORMED, IN THE STATE OF TEXAS, AND THE LAWS (OTHERTHAN CONFLICT OF             LAWS PROVISIONS THEREOF) OF THE STATE OF TEXAS AND OF THEUNITED STATES OF             AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES ANDTHE VALIDITY,             CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THISAGREEMENT.7.5       Mediation:  Except for matters following under the provisions for injunctiverelief set forth in Article             Five, any controversy or claim arising out of orrelating to this Agreement, or a breach of any             provision hereof, shall first be submitted to mediation beforea mediator in Travis County, Texas who             is mutually acceptable to Company and Consultant.  In theevent Company and Consultant cannot             reach agreement as to a mutually acceptable mediator, then eachof Company and Consultant shall             select a mediator in Travis County, Texas, and the twoindividuals so selected shall then select a             third individual who shall serve as the mediator pursuant tothis Section 7.5.  Any mediation             conducted under this Section 7.5 shall be conducted inaccordance with the Commercial Financial             Disputes Mediation Rules of the American ArbitrationAssociation.7.6       Arbitration:  Except for matters following under the provision for injunctiverelief set forth in Article             Five, any controversy or claim arising out of orrelating to this Agreement, or a breach of any             provision hereof, if not resolved by mediation pursuant toSection 7.5, shall be settled by binding             arbitration held in Travis County, Texas in accordance with theCommercial Financial Disputes             Mediation Rules of the American Arbitration Association, andthe award rendered by the arbitrators             shall be entered in any court having jurisdictionthereof.  Disputes resolved by arbitration will be             resolved by a panel of three arbitrators unless the partiesagree to resolution by a single arbitrator.              Prior to the commencement of hearings, each of the arbitratorsshall provide an oath of impartiality.7.7       Venue:  Any litigation arising out of or in connection with this Agreement,whether initiated by             Company or Consultant, shall be brought in the district courtsof Travis County, Texas, or in the             United States District Court for the Western District of Texas,Austin Texas.  7.8       Joint Defense:  If Company and Consultant are named as defendants in the samelegal proceeding             (whether in court, an arbitration proceeding, a governmentalinvestigation, or otherwise), or in similar             or related legal proceedings, the sharing of information,strategies, documents, or exhibits, joint             participation in interviews with witnesses or discussions withconsulting experts or others, or similar             cooperative action taken by them in connection with suchproceedings shall be subject to a “joint             defense” privilege and each of them shall, and shall usecommercially reasonable efforts to cause             their counsel and employees and agents to, maintain asconfidential any such shared information to             the same extent that such party maintains the confidentialityof other privileged information (but shall             not have the Right to waive such privilege without the writtenconsent of the other party to the             proceeding).7.9       Attorneys’ Fees:  In any action to enforce this Agreement, the prevailingparty shall be entitled to             recover all out-of-pocket costs and expenses, and reasonableattorneys’ fees, in addition to any             other relief to which it may be entitled.7.10     Invalid Provisions:  If any provision of this Agreement isheld to be illegal, invalid, or unenforceable,             such provision shall be fully severable; this Agreement shallbe construed and enforced as if such             provision had never comprised a part hereof; and the remainingprovisions shall remain in full force             and effect and shall not be affected by such provision or byits severance.  Furthermore, in lieu of             such provision there shall be added automatically a provisionas similar in terms to such illegal,             invalid, or unenforceable provision as may be possible and belegal, valid, and enforceable.7.11     Entirety and Amendments:  **THIS AGREEMENT REPRESENTS THEFINAL AGREEMENT             BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOFAND MAY             NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,OR             SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NOUNWRITTEN ORAL             AGREEMENTS BETWEEN THE PARTIES**.  Only a writteninstrument can amend this agreement.              Authorized officers of Company and Consultant must execute thiswritten instrument jointly.  Further,             this agreement can be supplemented only by documents deliveredin accordance with the express             terms of this agreement.7.12     Waivers:  No course of dealing nor any failure or delay byeither party to this Agreement or by such             party’s officers, managers, directors, employees,representatives, or attorneys with respect to             exercising any Right of such party hereunder shall operate asany waiver thereof under this             Agreement.  A waiver must be in writing and signed by theparty granting such waiver to be             effective, and such waiver will be effective only in thespecific instance and for the specific purpose             for which it is given.7.13     Multiple Counterparts:  This Agreement has been executed in anumber of identical counterparts,             each of which shall be deemed an original for all purposes andall of which constitute, collectively,             one agreement; but, in making proof of this Agreement, it shallnot be necessary to produce or             account for more than one such counterpart.7.14     Parties Bound; Assignments:  This Agreement is binding upon,and inures to the benefit of,             Company, Consultant, and their respective successors andassigns; provided that Consultant may             not, without the prior written consent of Company, assign anyRights, duties, or obligations             hereunder, and any purported assignment in violation of theforegoing shall be void and ineffective.  7.15     Publicity:  Consultant will submit to Company all advertising, sales promotion, pressreleases, and             other publicity relating to this Agreement or the Servicesperformed hereunder in which Company's             name or mark is mentioned; and Consultant further agrees not topublish or use such advertising,             sales promotion, press releases, or publicity without Company'sprior approval.7.16     Compliance with Company Policy:  Consultant's personnel performing Services onCompany's             premises shall observe in all material respects all securityand safety rules and all other applicable             rules and policies in force at the site of the Services.7.17     Conflicts of Interest:  This Agreement is intended to secure to Company Consultant'sassistance and             cooperation and shall preclude Consultant from performingservices similar to the Services for other             Persons that, in the reasonable judgment of Consultant, wouldresult in a conflict of interest with the             contractual relationship represented by this Agreement. Consultant represents that it has advised             Company in writing prior to the Effective Date of anyrelationship with any other Person, including             competitors of Company, which, in the judgment of Consultant,would present a conflict of interest or             which, in the judgment of Consultant, would prevent Consultantfrom performing the Services in             accordance with this Agreement.  The foregoingnotwithstanding, nothing contained in this             Agreement is intended to restrict Consultant from providingconsulting services to, or engaging in             any contractual relationship with, any Person so long as suchservices or other relationship will not             create a conflict of interest or otherwise contravene the termsof this Agreement.7.18     Force Majeure:  Consultant shall not be liable to Company due to any failure or delay inperformance             of its obligations under this Agreement because ofcircumstances beyond its control, including but             not limited to acts of God, acts of the public enemy, war,civil disorders, flood, fire, riot, accident,             strikes or work stoppages, lockouts, embargo, inability toobtain phone lines, government action             (including enactment of any Laws which restrict or prohibit theproviding of the Services             contemplated by this Agreement), and other causes beyond itscontrol whether or not of the same             class or kind as specifically named above.  If Consultantis unable to substantially perform its             obligations hereunder for any of the reasons described in thisSection 7.18, the obligation of             Consultant shall be suspended for the duration of, and to theextent of, such force majeure event;             provided, that Consultant shall promptly notify Company of itsinability to perform, the steps it             proposes to take to rectify or mitigate such inability, and theanticipated length of such inability.7.19     Further Assurances:  From time to time after the Effective Date, each party will, at theexpense of             the requesting party, execute and deliver such furtherinstruments and documents and take such             other action as the other party to this Agreement mayreasonably request in order more effectively to             carry out or confirm the intent of this Agreement.7.20     Execution by Facsimile:  The manual signature of any party hereto that is transmitted toany other             party by facsimile shall be deemed for all purposes to be anoriginal signature.  Any party that             delivers a signature page by facsimile agrees to deliver anoriginal manually signed counterpart of             such party’s signature page to any party who requests itpromptly after receipt of such request.7.21     No Strict Construction:  This Agreement is the result of substantial negotiations betweenCompany             and Consultant and their respective counsel and has beenprepared by their joint efforts.              Accordingly, the fact that one party’s counsel may havedrafted this Agreement or any portion hereof             is immaterial and this Agreement will not be strictly construedagainst any party.7.22     Construction:  Whenever the context requires, the gender of all words used in thisAgreement             includes the masculine, feminine, and neuter.  The term“including” and variations of the term mean             “including without limitation.”***In Witness Whereof***, as of the Effective Date, the authorized officers, orrepresentatives of the Company and Consultant have signed and delivered this Agreement to the other.

For the Company:

     

For the Consultant:

     

**National Health & Safety Corporation**

     

**First Advisors, Inc.**

     

By:

     

By:

     

*/s/*Gary J.Davis                                             

     

*/s/*GarettDavis                                                    

Gary J. Davis

     

Garett Davis

President and CEO

     

Senior Vice President

**Schedule AThe Services**

The Services delivered to Company by Consultant under this Agreement are those indicated by the insertion of an“**x**” (or other appropriate marking) in the box preceding each service:1.         ***Company Overview and Business Plan.***X         1.1       Analysis ofCompany’s current status, with the objective of assisting Company in                       defining specific and general areas for improvement and expansion of the                       Business.X         1.2       Review ofCompany’s business and/or strategic plan (the “***Business Plan***”), with                       the objective of assisting Company in polishing and refining the Business Plan.                       (Consultant will have the obligation to write, prepare, and continuously update                       the Business Plan).X         1.3       Review ofCompany’s marketing and sales plan, with the objective of assisting                       Company in polishing and refining its marketing and sales plan for use in                       connection with Company’s current and future efforts to grow its revenues.X         1.4       Analysis ofCompany’s target market, with the objective of assisting Company to                       understand its market and competition and to position its products and services                       within its target market.2.         ***Management and Personnel***X         2.1       Review ofmanagement structure, and assessment of strengths and weaknesses                       of members of management team, with the objective of making                       recommendations regarding improvements to the management team of                       Company.X         2.2       Assistance withrecruitment of directors, advisory board members, officers,                       managers, and other key personnel, with the objective of assisting Company                       assemble a management team appropriate for the successful execution of                       Company’s Business Plan.X         2.3       Review ofCompany’s compensation of directors, advisory board members,                       officers, managers, and key personnel, including review of Company’s incentive                       plan, with the objective of assisting Company with the development and                       implementation of compensation and incentive arrangements appropriate for the                       successful execution of Company’s Business Plan.X         2.4       Review ofCompany’s employment agreements, employee non-disclosure and                       inventions agreements, and other agreements with employees, with the objective                       of assuring that Company’s contractual relationships with its employees are                       appropriate.X         2.5       Review ofCompany’s employee benefits program, employee policies, recruiting                       procedures, employee manuals, and the like, with the objective of establishing                       appropriate employee benefits policies and procedures.3          ***Strategic and Professional Relationships***.X         3.1       Assist Company withthe development of a plan for establishing strategic                       relationships with prospective suppliers, customers, manufacturers, distributors,                       licensors, licensees, advisors, and others with whom a relationship might be                       beneficial to the development of the Business.X         3.2       Make introductionsto specific prospective strategic suppliers, customers,                       manufacturers, distributors, licensors, licensees, advisors, and others consistent                       with Company’s plan for establishing strategic relationships.X         3.3       Assist Company inassessing its professional services needs in one or more of                       the following areas (as requested by Company and as agreed by Consultant):                       accounting; legal; public relations; advertising; graphic design;                       printing/production; insurance; website development; real estate; telecom;                       hardware; software; and production systems; and make introductions to specific                       persons in these areas.

**Schedule BCompensation**

During the initial term of the Agreement and any renewals, the Company agrees to pay the Consultant in Common Stock of theCompany.  The Consultant will be paid 1,250,000 shares per month.  Payment of such stock shall be in advance, on thefirst business day of each month, to the Consultant.The Consultant acknowledges that the Common Stock to be issued under this Consulting Agreement will constitute “restrictedsecurities” under Rule 144 promulgated by the Securities and Exchange Commission.  The Consultant represents that itwill not sell or transfer the Common Stock so issued except in compliance with the Securities Act of 1933.The Company agrees to prepare and file with the Securities and Exchange Commission, at its sole expense and promptly after theexecution of this Agreement, one or more registration statements on Form S-8 (or any equivalent or successor form) to register allCommon Stock paid to the Consultant under this Agreement under the Securities Act of 1933.