CONSULTING AGREEMENT


This  Agreement  is  made  on  the  7th day of January, 2002, by and between USA
Ventures (hereafter referred to as USAV) and OEF Corporate Solutions, Inc. (OEF)

USAV's  management  and  staff  have  a background in business plan development,
sales  and  marketing  and  is  willing to provide services to OEF based on this
background.  Both  parties  agree  as  follows:


1.     DESCRIPTION  OF  SERVICES.  Beginning  on the date of this agreement USAV
will  provide  the  following  services,  (collectively  the  "Services"):

-    Assist  OEF  in  developing  its  business  plan.

-    Give  professional  advice  and  assistance  in  the  areas  of  corporate
     structure,  corporate finance, management structure, time line projections,
     future  funding  and  marketing.

2.     PERFORMANCE  OF  SERVICES.  The  manner  in  which the services are to be
performed  and  the  specific hours to be worked by USAV, shall be determined by
USAV.  OEF  will  rely  on USAV to work as many hours as reasonably necessary to
fulfill  USAV's  obligations  under  this  Agreement.

3.     PAYMENT.  OEF  will pay a fee in the amount of $5,000, which will include
a  $2,000  retainer.

4.     EXPENCES.  USAV  shall  be  entitled  to  reimbursements from OEF for all
reasonable  "out  of  pocket"  expenses  including,  but not limited to: travel,
meals,  postage,  copying,  and  phone.

5.     TERM/TERMINATION.  This  Agreement  shall  automatically  terminate  upon
consultant's  completion  of  the  services  required  by  this  Agreement.

6.     RELATIONSHIP  OF  PARTIES.  It is understood by both parties that USAV is
an independent contractor with respect to OEF and not an employee.  OEF will not
provide fringe benefits for the benefit of USAV.  This includes health insurance
benefits,  paid  vacation,  or  any  other  employee  benefits.

7.     CONFIDENTIALITY.  USAV recognizes that it has and will have the following
information  and  or  trade  secrets  including, but not limited to: inventions,
apparatus,  future  plans,  business  affairs, prices information (Information),
customer  lists,  product  design information and other proprietary information,
which are valuable, special and unique assets of OEF.  USAV will not at any time
or  in  any  manner,  either directly, or indirectly, use any information to any
third  party  without  the  prior written consent of OEF.  USAV will protect the
Information  and  treat  it  as  strictly  confidential.  A  violation  of  this
paragraph  shall  be  a  material  violation  of  this  Agreement.


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8.     RETURN OF RECORDS.  Upon termination of this Agreement, USAV shall return
all  records,  notes,  data, memorandum, models and equipment of any nature that
are  in USAV's possession or under USAV's control that are property or relate to
's  business.

9.     ENTIRE  AGREEMENT.  This  Agreement contains the entire agreement of both
parties  and  there  are  no other promises or conditions in any other agreement
whether  oral  or  written.  This Agreement supersedes any prior written or oral
agreements  made  between  the  parties.

10.      AMENDMENT.  This  Agreement may be modified or amended if the amendment
is  made  in  writing  and  is  signed  by  both  parties.

11.      SEVERABILITY.  If  any  provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to  be  valid  and  enforceable.  If  a  court  finds that any provision of this
Agreement  is  invalid  or  unenforceable but that by limiting such provision it
would  become  valid  and enforceable, then such provision shall be deemed to be
written,  construed  and  enforced  as  so  limited.

12.      WAIVER  OF  CONTRACTUAL  RIGHT.  The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of  that party's right to subsequently enforce and compel strict compliance with
every  provision  of  this  Agreement.

13.      APPLICABLE  LAW.  This  Agreement  shall be governed by the laws of the
State  of  Nevada.



OEF  Corporate  Solutions,  Inc.



By:  ___________________________



USA  Ventures



By:  __________________________________


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