Exhibit 10.12

                              CONSULTING AGREEMENT

     AGREEMENT,  made this 15th day of February,  2006 by and between  Lexington
Resources,  Inc.,  having its principal place of business at 7473 West Lake Mead
Road,  Las Vegas,  Nevada,  89128  (hereinafter  the  "Company")  and EurXchange
Consulting  Ltd.,  having its  principal  place of  business  at #534,  34A-2755
Lougheed  Hwy,  Port  Coquitlam,   B.C.,  V3B  5Y9,  Canada   (hereinafter   the
"Consultant).

     WHEREAS,  the  Company  desires to retain  the  Consultant  for  consulting
services in connection with financial and investor public  relations and related
matters in the Federal Republic of Germany and the Consultant desires to provide
such services as set forth herein.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements set forth herein and for other good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties, intending to
be legally bound, agree as follows:

A. CONSULTATION

     1.  Consultant.  The Company hereby retains the Consultant to render to the
Company  the  consulting  services  as  described  in Section B hereof,  and the
Consultant  hereby  accepts  such  assignment  upon  the  terms  and  conditions
hereinafter set forth.

     2.  Independent  Relationship.  The Consultant shall provide the consulting
services  required  to be  rendered  by it  hereunder  solely as an  independent
contractor and nothing  contained herein shall be construed as giving rise to an
employment or agency relationship,  joint venture,  partnership or other form of
business relationship.

     3. No Authority  to Obligate the Company.  Without the consent of the board
of directors or appropriate officer of the Company, the Consultant shall have no
authority to take,  nor shall it take,  any action  committing or obligating the
Company in any  manner,  and it shall not  represent  itself to others as having
such authority.

     4. Term. The term of the Consultant's consultation to the Company hereunder
shall  commence  as of the date  hereof  and shall  extend for a term of one (1)
year.

B. OBLIGATIONS OF THE CONSULTANT

     1. Consulting Services. During the term of this Agreement,  Consultant will
render  advice and  assistance  to the Company on public and investor  relations
related  matters,  and in connection  therewith the Consultant shall perform and
render the consulting services enumerated in Schedule A hereto.

                                       1
<PAGE>


ALL OF THE FOREGOING CONSULTANT PREPARED  DOCUMENTATION  CONCERNING THE COMPANY,
INCLUDING,  BUT NOT LIMITED TO, DUE DILIGENCE REPORTS,  CORPORATE PROFILE,  FACT
SHEETS,  AND QUARTERLY  NEWSLETTERS,  SHALL BE PREPARED BY THE  CONSULTANT  FROM
MATERIALS  SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY IN
WRITING PRIOR TO DISSEMINATION BY THE CONSULTANT.



     2. Nonexclusive Engagement; Extent of Services.

          a. The  parties  agree  that  the  consultation  contemplated  by this
     Agreement is a nonexclusive  engagement and that the Consultant now renders
     and may continue to render consulting services to other companies which may
     or may not conduct activities similar to those of the Company.

          b. The  Consultant  will devote such time and effort to the affairs of
     the Company as the Consultant  deems  reasonable and adequate to render the
     consulting services  contemplated by this Agreement.  The Consultant's work
     will not include any services  that  constitute  the rendering of any legal
     opinions  or  performance  of  work  that  is in the  ordinary  purview  of
     certified public accountants.

     3.  Confidentiality.  The Consultant will not, either during its engagement
by the  Company  pursuant  to this  Agreement  or at any other time  thereafter,
disclose,  use or make  known for its or  another's  benefit,  any  confidential
information,  knowledge,  or data of the Company or any of its affiliates in any
way acquired or used by the  Consultant  during its  engagement  by the Company.
Confidential  information,  knowledge or data of the Company and its  affiliates
shall not include any information which is or becomes generally available to the
public  other  than  as a  result  of a  disclosure  by  the  Consultant  or its
representatives.

C. OBLIGATIONS OF THE COMPANY.

     1. Compensation.


          a. Cash  Retainer.  The Company  will pay  according to Schedule A the
     amount of 293,000 EUR in total. The first installment of 153,000 EUR is due
     on the date hereof. The second and third installment of each 70,000 EUR are
     payable on the 15th day of April and May 2006.

          b. Issuance of Stock.  Subject to the  provisions of Section b, below,
     in  consideration  of  the  services  to  be  rendered  by  the  Consultant
     hereunder,  the Company  shall issue to the  Consultant or his designees an
     aggregate of 400,000 fully paid and non-assessable shares (the "Shares") of
     the common stock of the Company, par value $0.01 per share.

          b. In connection  with, and in  consideration  of, the issuance of the
     Shares to the Consultant,  the Consultant hereby agrees with and represents
     and warrants to the Company as follows:

               i. The  Consultant is acquiring the Shares for the  undersigned's
          own account,  for investment  purposes only and not with a view toward
          their resale or distribution.

                                       1
<PAGE>

OBLIGATIONS OF THE COMPANY - continued

               ii.  The  Consultant  understands  that the Shares are not freely
          transferable  and  will not be  freely  transferable  for an  extended
          period of time and that, as a consequence thereof, the undersigned may
          have extremely  limited  opportunities  to dispose of the Shares.  The
          Consultant understands that Rule 144 of the Securities Act of 1933, as
          amended (the "Act") permits the transfer of "restricted securities" of
          the type herein involved under certain conditions, but the Company may
          not in the future meet the conditions to the  application of Rule 144,
          including, inter alia, the condition that current detailed information
          concerning the Company be publicly available.

               iii. The  Consultant  will not transfer any of the Shares  either
          (a) in the  absence  of an  effective  registration  under the Act and
          state securities laws ("Laws"), or (b) without obtaining an opinion of
          an counsel reasonably  acceptable to the Company,  which opinion shall
          be addressed,  and satisfactory in form and substance,  to the Company
          and its  counsel,  stating  that the  transaction  is exempt  from the
          registration requirements of the Act and Laws.

               iv.  Until  freely  transferable,   the  Company  may  refuse  to
          authorize  any transfer by the  Consultant of any of the Shares if the
          proposed   transferee  does  not  make  written   representations  and
          agreements  to the Company and the  undersigned  in form and substance
          similar to those contained herein, or if any circumstances are present
          which reasonably  indicate that such transferee's  representations are
          not accurate.

               v. A stop transfer order will be entered on the Company's records
          respecting the Shares and a restrictive  legend will be affixed to the
          certificate evidencing the Shares substantially in the following form:

                           (A)

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE   COMMISSION  OR  THE
          SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
          REGISTRATION  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
          "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
          PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
          ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM,  OR IN A TRANSACTION
          NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT
          AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS."

               (B) In  addition,  the  Company  shall be entitled to imprint the
          certificate evidencing the Shares with any State legend, if required.

               vi. The  Consultant  agrees to save,  hold  harmless,  defend and
          indemnify the Company from any claims,  liabilities, or nonperformance
          by  the  undersigned  of any  representation,  warranty  or  agreement
          contained in this letter.

               vii. The Consultant understands and acknowledges that the Company
          is under no obligation to prepare a  registration  statement  covering
          the public resale of the Shares nor does the undersigned  have a right
          to include the Shares in any  registration  statement that the Company
          may prepare in the future.


                                       2
<PAGE>

OBLIGATIONS OF THE COMPANY - continued

     2. Reimbursement of Expenses.

     a. Out-of-Pocket  Expenses.  The Company shall reimburse the Consultant for
actual out-of-pocket expenses including, but not limited to, facsimile, postage,
printing,  photocopying,  and entertainment,  incurred by the Consultant without
the prior consent of the Company and in connection  with the  performance by the
Consultant  of its  duties  hereunder  in  amounts  up to  one-thousand  dollars
(S1,000)  per month.  The prior  consent of the Company  shall be  required  for
reimbursement of expenses in excess of one-thousand dollars ($1,000) per month.

     b. Travel and Related Expenses.  The Company shall reimburse the Consultant
for the costs of all travel and related  expenses  incurred by the Consultant in
connection  with the  performance of its services  hereunder,  provided that all
such costs and expenses have been authorized, in advance, by the Company.

     c.  General.  Expenses  shall be due and payable when billed and after they
have been incurred.

D. MISCELLANEOUS.

     1. Entire Agreement.  This Agreement  contains the entire agreement between
the parties with respect to the  engagement  of  Consultant  by the Company as a
consultant  and  supersedes  and  replaces  any  and all  prior  understandings,
agreements or correspondence  between the parties relating to the subject matter
hereof.

     2.  Modification  and Waiver.  No supplement,  modification or amendment of
this Agreement  shall be binding unless  executed in writing by both the parties
hereto.  No waiver of any other provisions hereof (whether or not similar) shall
be binding unless  executed in writing by both the parties hereto nor shall such
waiver constitute a continuing waiver.

     3.  Governing Law. This Agreement has been made in and shall be interpreted
according  to the laws of the  State of  Nevada  without  any  reference  to the
conflicts of laws rules thereof.  The parties hereto submit to the  jurisdiction
of the  courts  of the  State  of  Nevada  for the  purpose  of any  actions  or
proceedings  which may be  required  to enforce  any of the  provisions  of this
agreement.

     4. Successors and Assigns. This Agreement shall inure to the benefit of and
be  binding  upon  the  Company  and its  successors  and  assigns  and upon the
Consultant and the Consultant's successors and assigns.

     5. Severability.  If any provision or provisions of this agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever:

          a.  the  validity,   legality  and  enforceability  of  the  remaining
     provisions of this Agreement (including,  without limitation,  each portion
     of any Section of this  Agreement  containing any such provision held to be
     invalid,  illegal or  unenforceable)  shall not in any way be  affected  or
     impaired thereby; and

          b. to the fullest  extent  possible,  the provisions of this Agreement
     (including,  without  limitation,  each  portion  of any  Section  of  this
     agreement  containing  any such  provision  held to be invalid,  illegal or
     unenforceable)  shall  be  construed  so as to give  effect  to the  intent
     manifested by the provision held invalid, illegal or unenforceable.

                                       3
<PAGE>

MISCELLANEOUS - continued

     6. Further  Assurances.  From and after the  execution and delivery of this
Agreement,   upon  request  of  either  party,  the  other  shall  do,  execute,
acknowledge and deliver all such further acts,  assurances and other instruments
and papers as may be required to carry out the transactions contemplated by this
agreement.

     7. Headings.  The headings of the paragraphs of this agreement are inserted
for  convenience  only  and  shall  not be  deemed  to  constitute  part of this
agreement or to affect the construction hereof.

     8. Notices. Any notice to be given hereunder shall be given in writing. All
notices  under  this   Agreement   shall  be  either  hand   delivered   receipt
acknowledged,  or sent by registered or certified mail, return receipt requested
as follows:

      (a) If to the Company,             to:Lexington Resources Inc.
                                         7473 West Lake Mead Rd. Las
                                         Vegas, Nevada, 89128

                                         Attn.: Mr. Grant Atkins
                                         Facsimile No.: (702) 385-1202


      (b) If to the Consultant, to:      EurXchange Consulting Ltd.
                                         #534, 34A-2755 Lougheed Hwy
                                         Port Coquitlam, B.C, V3B
                                         5Y9

                                         Facsimile No.: (604) 949-1004
                                         Attn: Mr. Kay Jessel


All such notices shall be deemed given when delivered,  if personally  delivered
as aforesaid, or within five business days after mailing, as aforesaid.

     9. Execution.  This Agreement may be executed in two or more  counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

                                       4
<PAGE>

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

                               LEXINGTON RESOURCES, INC.:


                               By:
                                  -----------------------------------------
                                        Grant Atkins, President



                               EURXCHANGE CONSULTING, LTD.

                               By:
                                  -----------------------------------------
                                        Kay Jessel, Director

                                  SCHEDULE "A"
                                  -----------


Investor Awareness Program for Lexington Resources

The Consultant is responsible for the program  coordination within the six month
term. The Consultant will arrange in addition to the suggested  program elements
Face-to-Face-Meetings   with  European   specialists  and  strategic  investors,
arranged to generate a  substantial  interest  for the  Client's  stock in major
European equity markets.  Maximizing results will be achieved by handpicking the
audience  for each  meeting,  thus  ensuring  the best  possible fit between the
investor attendees and the Client. (Focus on GERMANY and SWITZERLAND)

Corporate  finance  consulting in connection with a debt or equity  financing in
order to raise funds for the Client  including  introduction to the Consultant's
investors' network and their investment  advisors plus various potential private
investors capable of financing public companies.

Information  on loans,  credit  lines,  debts and other  forms of  financing  or
funding against equity as an asset which could function as a bridge financing in
connection with the aforementioned fund raising services.

Introduction to various journalist of the leading press in Germany such as Focus
Money,  Financial  Times  Germany,  Euro am  Sonntag  and  reporters  from CNBC,
Bloomberg TV and N-TV, wholly owned subsidiary of CNN.

It shall be expressly understood that the Consultant shall have no power to bind
Client to any  contract or  obligation  or to transact  any business in Client's
name or on behalf of Client in any manner.


Translations of Webpage, Business Plan and News Releases              15,000 EUR

All of Client's  materials made available to the public will be translated  into
German.  Primarily there is the website (powered by EquityStory AG and available
on over 25 financial  portals),  the business plan and various  brochures  which
should be combined in a  professional  investors  package (see  below).The  text
would be not just  translated but also be  transformed in an  easy-to-understand
German to introduce Client to potential German investors. Corporate news will be
sent out in German using the state-of-the-art services of DGAP (now a subsidiary
of EquityStory AG)

                                       5
<PAGE>


Phone & Location Service                                             20,000  EUR

In order to establish  communication  during central  European  business  hours,
Client would have a German business address and active phone & fax lines. German
investors  have  therefore  an  opportunity  to speak  in  German  with  someone
representing  the Client,  without any time  difference.  Therefore,  Consultant
offers the following services for a six month term:

     o    answering of phone calls, faxes and mailings on Client's behalf
     o    e-mail response center;
     o    building  a  data-base  of  all  persons  and  institutions  inquiring
          regarding the company;
     o    sending  out  information  brochures/mailings/investor  packages  upon
          request (costs w/o packing & postage);
     o    preparing  &  updating  an  investors  package  based on the  existing
          investors package (max. 2,000 pieces)

Chat line Coordination 5,000 EUR The Consultant offers the service of two
professional "chat line hackers" specialized in coordinating and streamlining
the chat lines. We suggest a one month term boosting the corporate story.


Telephone Hotline                                                     50,000 EUR

We are affiliated  with Germany's most  successful  "Stock  Hotline".  The Stock
Hotline  will  produce  a five  minute  spot  which  will be posted in the 1-900
Call-In-Center  which  advertises  regularly on German TV and German press.  The
program  lasts for four  months upon  signing  with  regular  updates in case of
important Corporate news.


Web Portal Presence through Wallstreet Online                         40,000 EUR

The Client will receive the  marketing  support of Germany's  most  powerful web
portal  for  stock  related  information,  wallstreet-online.de.  They have some
500,000  registered  users who can sign up for areas of special  interest.  With
five of their  newsletters  we will  have a  tremendous  reach  into the  German
financial community. Wallstreet Online guarantees a 3 month coverage of client's
story in their various stock letters, banners,  stock-tickers and recommendation
features. Furthermore the client will be posted as stock of the month, including
the cover story.  The average  coverage will be twice a week. We suggest Mondays
and Thursdays.



MIDAS Research Report                                                 20,000 EUR

This service will include production and distribution of:

     o    1 basic research report (minimum 12 pages) (German/English)
     o    1 update (minimum 5 pages)
     o    up to 4 research  flashes  (1-2  pages)  covering  news  releases  and
          filings during the following 6 months o 1 analyst interview  featuring
          the Client using the "Analyst  Corner"  format on Cortal  Consors (the
          leading German Online Broker)
     o    1 CEO interview
     o    All research  (except CEO interview)  will be published on the website
          of Cortal  Consors and will be sent out via email to our own  database
          of  600  institutions  and  private  asset  managers  in  Germany  and
          Switzerland.  This will be published in German and available as PDF or
          HTML file.

                                       6
<PAGE>


Penny Stock Report                                                    50,000 EUR

This service will include production and distribution of:

     o    1 basic research report 4 pages)
     o    3 update (2 pages)
     o    6 HTML research flashes (1-2 pages) covering news releases and filings
          during the following 6 months.

All research will be published on Penny Stock Report's  website and disseminated
via email to over 400,000  opt-in  email  addresses  for each report,  including
updates and research flashes.


Additional News Letter Presence                                       30,000 EUR

The Consultant offers a wide range of very efficient News Letters throughout the
whole German-speaking area (Germany, Austria and Switzerland).  We recommend Der
Goldreport, Oberbayerischer Boersenbrief, Frankfurt Finance and Money Radar. All
of these news letters come with their own proprietary data base.

The 12 weeks package contains:

     o    one   recommendation   in  one  of  the  next   issues  of  the  above
          stock-letters
     o    one retrospect two weeks after the first recommendation


Roadshow Budapest / Vienna                                            33,000 EUR

The Consultant  offers access to high net worth  individuals  coverd by Matthias
Mathews.  Matthias is involved in various real estate  projects in Croatia.  His
clients are the  financial  backers of his  projects.  Matthias  claims  minimum
investments  of $250,000 USD per person.  The formula of his success is based on
the unique  composition of the  attendances.  Matthias picks beforehand his lead
investor and the lead  investor  does the  convincing.  Usually we meet in small
rounds,  consisting  out of 4 to 5 prospective  investors.  The cost of the road
show does not include expenses.


Hard Copy Mailer by EURAMS                                            30,000 EUR

EURAMS  (EURO AM SONNTAG) is a weekly  financial  newspaper  issued each Sunday.
EURAMS has 160,000  subscribers  and is  Germany's  leading  stock  magazine for
venture capital.  The Consultant suggests the creation of a company flyer, which
will be added to the magazine when the trading volume peaks during the program.

Summary of Expenditures:

Roadshow Budapast/Vienna                                33,000 EUR
Translations / Web Site / News releases                 15,000 EUR
Phone & Location Service                                20,000 EUR
Chat-Line Coordination                                   5,000 EUR
Telephone Hotline                                       50,000 EUR
w:o Web Portal Presence                                 40,000 EUR
MIDAS Research Report                                   20,000 EUR
Penny Stock Report                                      50,000 EUR
Additional News Letters                                 30,000 EUR
EURAMS (Newspaper sublement)                            30,000 EUR
Total costs                                            293,000 EUR
                                                =======================

                                       7
<PAGE>


Conclusion
From our experience,  for each EUR spent on IR  (specifically  with this type of
program) for such a great story as Lexington Resources.,  up to 50 EUR of buying
should be created.

Since most of the indicated  costs are up-front  costs for us, we have to ask to
be paid in several  installments  up-front as part of our contract following the
attached timeline. Once the money is in the bank for each program segment we can
commence immediately.



Timeline for installment payments
---------------------------------

Now                                         153,000 EUR

April 15, 2006                               70,000 EUR

May 15, 2006                                 70,000 EUR








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