Exhibit
      10.1 

     

    INDEPENDENT
      CONSULTING AGREEMENT

    


    This
      Independent Consulting Agreement (“Agreement”), effective as of February 1, 2007
      (“Effective Date”) is entered into by and between White Peak Capital Group, Inc.
      (herein referred to as the “Company” or “WPC”) and Tsvi
      Katsir
      (herein
      referred to as the “Consultant”).

    


    RECITALS

    


    WHEREAS,
      the
      Company is a subsidiary of a public corporation, Brampton Crest International,
      Inc. (the “Parent”) interested in the services to be provided by the Consultant;
      and

    


    WHEREAS,
      Company
      desires to engage the services of Consultant to represent the company in the
      set
      and execution of the Company’s business plan;

    


    NOW
      THEREFORE,
      in
      consideration of the promises and the mutual covenants and agreements
      hereinafter set forth, the parties hereto covenant and agree as
      follows:

    


    1. Term
      of Consultancy.
      Company
      hereby agrees to retain the Consultant to act in a consulting capacity to the
      Company, and the Consultant hereby agrees to provide services to the Company
      commencing immediately and ending three (3) months after the date herein.
      Following the term herein, the Company and Tsvi may enter into a definitive
      employment agreement.

    


    2. Duties
      of Consultant.
      The
      Consultant agrees that it will generally provide the following services, which
      shall include but not be limited to the services listed below, through the
      diligent commercial efforts during the term specified in Section 1,
      above.

    


    
      	 	
              ·

            	
              Manage
                WPC and serve as an officer and/or director if
                requested.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Coordinate
                completion of web site by website
                consultant

            


    

    
      	 	 	 


      	 	
              ·

            	
              Research
                the finance industry in order to identify the best loans for WPC
                to get
                involved with.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Conduct
                due diligence on potential
                borrowers

            


    

    
      	 	 	 


      	 	
              ·

            	
              Complete
                8K for WPC

            


    

    
      	 	 	 


      	 	
              ·

            	
              Complete
                PPM for capital raise

            


    

    
      	 	 	 


      	 	
              ·

            	
              Meet
                with lenders to review leverage and loan requirements for
                WPC

            


    

    
      	 	 	 


      	 	
              ·

            	
              Prepare
                alternate projections for WPC assuming the availability of various
                amounts
                of equity and debt 

            


    

    
      	 	 	 


      	 	
              ·

            	
              Interact
                with accounting and legal professionals regarding the 8K, 10K and
                PPM

            


    

    
      	 	 	 


      	 	
              ·

            	
              Identify
                additional merger and acquisition candidates. and conduct preliminary
                due
                diligence

            


    

    
      	 	 	 


      	 	
              ·

            	
              Create
                new strategic relations with other individuals and financial
                institutions.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Assist
                in lining up financing possibilities in cooperation with Ross
                Manella.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Assist
                in filing any regulatory filing.

            


    

    
      	 	 	 


      	 	
              ·

            	
              Assist
                any other financing requirements of BRCI and
                WPC

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3.Allocation
      of Time and Energies.
      The
      Consultant hereby promises to perform and discharge faithfully the
      responsibilities which may be assigned to the Consultant from time to time
      by
      the officers and duly authorized representatives of the Company in connection
      with the conduct of its financial and public relations and communications
      activities, so long as such activities are in compliance with applicable
      securities laws and regulations. Consultant and staff shall diligently and
      thoroughly provide the consulting services required hereunder. Although no
      specific hours-per-day requirement will be required, Consultant and the Company
      agree that Consultant will perform the duties set forth herein above in a
      diligent and professional manner. The parties acknowledge and agree that a
      disproportionately large amount of the effort to be expended and the costs
      to be
      incurred by the Consultant and the benefits to be received by the Company are
      expected to occur within or shortly after the first two months of the
      effectiveness of this Agreement. It is explicitly understood that neither the
      price of the Company’s common stock, nor the trading volume of the Company’s
      common stock hereunder measure Consultant’s performance of its duties. It is
      also understood that the Company is entering into this Agreement with
      Consultant, a corporation and not any individual member or employee thereof,
      and, as such, Consultant will not be deemed to have breached this Agreement
      if
      any member, officer or director of the Consultant leaves the firm or dies or
      becomes physically unable to perform any meaningful activities during the term
      of the Agreement, provided the Consultant otherwise performs its obligations
      under this Agreement.

    


    4. Remuneration.
      

    


    
      	4.1	
              (a)
                For
                undertaking this engagement, and for other good and valuable
                consideration, the Company agrees to issue, or have issued, to the
                Consultant an option to purchase Two hundred thousand (200,000) shares
                of
                the Company’s Parent Common Stock (the “Option”) at a price equal to the
                offering price in the initial private placement memorandum or public
                offering. The Option shall be delivered at the time the offering
                of the
                private placement or public offering is commenced, whichever is
                sooner.

            


    

    


    (b) The
      Company agrees to pay, for the duration of this Agreement, unless this Agreement
      is terminated, $10,000, payable in increments of three payments of $3,333.33.
      First payment payable at the execution date of this agreement, second payment
      on
      April 1st
      and
      third on May 1st,
      2007 

    


    


    4.2 The
      Company understands and agrees that Consultant has represented that it has
      foregone significant opportunities to accept this engagement and that the
      Company derives substantial benefit from the execution of this Agreement and
      the
      ability to announce its relationship with Consultant. Consultant
      agrees and understands that if the during the term of this Agreement, Consultant
      performs substantial services for any direct competitor of the Company, then
      the
      Options issued to Consultant hereunder will be forfeited.

    


    4.3 In
      connection with the acquisition of the Options, Consultant represents and
      warrants to Company, to the best of its/his knowledge, as follows: 

    


    (a) Consultant
      has been afforded the opportunity to ask questions of and receive answers from
      duly authorized officers or other representatives of the Company concerning
      an
      investment in the Options, and any additional information that the Consultant
      has requested.

    


    (b) Consultant
      is an accredited investor, as that term is defined in Regulation D promulgated
      under the Securities Act.

    


    (c) Consultant
      is acquiring the Options for the Consultant’s own account for long-term
      investment and not with a view toward resale or distribution thereof except
      in
      accordance with applicable securities laws.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. Non-Assignability
      of Services.
      Consultant’s services under this contract may be assigned by Company to any
      entity with which Company merges or which acquires the Company or substantially
      all of its assets wherein the Company becomes a minority constituent of the
      combined Company. In the event of such merger or acquisition, all compensation
      to Consultant herein under the schedules set forth herein shall remain due
      and
      payable, and any compensation received by the Consultant may be retained in
      the
      entirety by Consultant, all without any reduction or pro-rating and shall be
      considered and remain fully paid and non-assessable. Notwithstanding the
      non-assignability of Consultant’s services, Company shall assure that in the
      event of any merger, acquisition, or similar change of form of entity, that
      its
      successor entity shall agree to complete all obligations to Consultant,
      including the provision and transfer of all compensation herein, and the
      preservation of the value thereof consistent with the rights granted to
      Consultant by Company herein. Consultant shall not assign its rights or delegate
      its duties hereunder without the prior written consent of Company.

    


    6. Expenses.
      Consultant agrees to pay for all its own expenses (phone, travel, mailing,
      faxing, labor, etc.), but not including extraordinary items (luncheons or
      dinners to large groups of investment professionals, investor conference calls,
      print advertisements in publications, etc.) which extraordinary items shall
      be
      approved in advance by the Company in writing prior to Company 

     

    7. Indemnification.
      The
      Company warrants and represents that all oral communications, written documents
      or materials furnished to Consultant or the public by the Company with respect
      to financial affairs, operations, profitability and strategic planning of the
      Company are accurate in all material respects and Consultant may rely upon
      the
      accuracy thereof without independent investigation. The Company will protect,
      indemnify and hold harmless Consultant against any claims or litigation
      including any damages, liability, cost and reasonable attorney's fees as
      incurred with respect thereto resulting from Consultant's communication or
      dissemination of any said information, documents or materials excluding any
      such
      claims or litigation resulting from Consultant's communication or dissemination
      of information not provided or authorized by the Company. Consultant warrants
      and represents that all oral communications, written documents, or materials
      furnished to third parties by Consultant, originating with Consultant and to
      the
      extent not mirroring material furnished by Company, shall be accurate in all
      material respects. Consultant will protect, indemnify and hold harmless Company
      against any claims or litigation including any damages, liability, cost and
      reasonable attorneys fees as incurred with respect thereto resulting from any
      claims or litigation resulting from Consultant’s communication or dissemination
      of information not provided or authorized by the Company, or from Consultant’s
      negligence or misconduct.

    


    8. Representations.
      Consultant represents that it is not required to maintain any licenses and
      registrations under federal or any state regulations necessary to perform the
      services set forth herein. Consultant acknowledges that, to the best of its
      knowledge, the performance of the services set forth under this Agreement will
      not violate any rule or provision of any regulatory agency having jurisdiction
      over Consultant. Consultant acknowledges that, to the best of its knowledge,
      Consultant is not the subject of any investigation, claim, decree or judgment
      involving any violation of the SEC or securities laws.

    


    9. Legal
      Representation.
      Each of
      Company and Consultant represents that they have consulted with independent
      legal counsel and/or tax, financial and business advisors, to the extent that
      they deemed necessary.

    


    10. Status
      as Independent Contractor.
      Consultant's engagement pursuant to this Agreement shall be as independent
      contractor, and not as an employee, officer or other agent of the Company.
      Neither party to this Agreement shall represent or hold itself out to be the
      employer or employee of the other. Consultant further acknowledges the
      consideration provided hereinabove is a gross amount of consideration and that
      the Company will not withhold from such consideration any amounts as to income
      taxes, social security payments or any other payroll taxes. All such income
      taxes and other such payment shall be made or provided for by Consultant and
      the
      Company shall have no responsibility or duties regarding such matters. Neither
      the Company nor the Consultant possesses the authority to bind each other in
      any
      agreements without the express written consent of the entity to be
      bound.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    11. Attorney's
      Fee.
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement or interpretation of this Agreement, or because of an alleged
      dispute, breach, default or misrepresentation in connection with or related
      to
      this Agreement, the successful or prevailing party shall be entitled to recover
      reasonable attorneys' fees and other costs in connection with that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

    


    12. Waiver.
      The
      waiver by either party of a breach of any provision of this Agreement by the
      other party shall not operate or be construed as a waiver of any subsequent
      breach by such other party.

    


    13. Notices.
      All
      notices, requests, and other communications hereunder shall be deemed to be
      duly
      given if sent by U.S. mail, postage prepaid, addressed to the other party at
      the
      address provided to the other party. 

    


    14.
      Agreement
      Not to Disclose Trade Secrets or Confidential Information.
      During
      the term of this Agreement and after its termination, the Consultant shall
      not
      disclose or utilize any trade secrets, confidential information, or other
      proprietary information acquired by the Consultant during the course of his
      employment with the Company, its successors or assigns, or any of its
      affiliates, including the Parent (collectively, the “Company
      Affiliates”).
      As
      used herein, “trade secret” means the whole or any portion or phase of any
      formula, pattern, device, combination of devices, source-code of any proprietary
      software, or compilation of any scientific, technical or commercial information,
      including any design, list of suppliers, list of customers or improvement
      thereof, as well as pricing information or methodology, contractual arrangements
      with vendors or suppliers, business development plans or activities, or
      financial information of the Company or any of the Company Affiliates that
      is
      for use, or is used, in the operation of the Company or any of the Company
      Affiliates’ businesses that is not commonly known by or available to the public
      and that derives economic value from not being generally known to, and not
      being
      readily ascertainable by proper means by, other persons who can obtain economic
      value from its disclosure or use and is the subject of efforts that are
      reasonable under the circumstances to maintain its secrecy. The Consultant
      agrees to return to the Company any and all such trade secrets, confidential
      information or other proprietary information immediately upon the termination
      of
      this Agreement.

    


    15. Non-Solicitation
      of Customers and Suppliers.
      Consultant agrees that during his employment hereunder, he shall not, whether
      as
      an individual or sole proprietor, or as a principal, agent, officer, director,
      employer, employee, consultant, independent contractor, partner or shareholder
      of any firm, corporation or other entity or group or otherwise, directly or
      indirectly, solicit the trade or business of, or trade, or conduct business
      with, any customer, prospective customer, loan recipient or prospective loan
      recipient of the Company for any purpose other than for the benefit of the
      Company. Consultant further agrees that for two (2) years following termination
      of his employment hereunder for any reason, Consultant shall not, directly
      or
      indirectly, solicit the trade or business of, or trade, or conduct business
      with
      any customers or suppliers, or prospective customers or suppliers, of the
      Company.

    


    16. Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement, or the
      alleged breach thereof, or relating to activities or remuneration under this
      Agreement, shall be settled by binding arbitration in Miami Dade or Broward
      County, Florida, in accordance with the applicable rules of the American
      Arbitration Association, Commercial Dispute Resolution Procedures, and judgment
      on the award rendered by the arbitrator(s) shall be binding on the parties
      and
      may be entered in any court having jurisdiction. 

    


    17. Amendment.
      No
      provisions of this Agreement may be amended, modified, waived or discharged
      unless such amendment, waiver, modification or discharge is agreed to in writing
      signed by the Executive and on behalf of the Company by such officer as may
      be
      specifically designated by the Board. No waiver by either party hereto at any
      time of any breach by the other party hereto of, or compliance with, any
      condition or provision of this Agreement to be performed by such other party
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    18. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties, pertaining
      to
      the subject matter hereof, and supersedes all prior or contemporaneous written
      or verbal agreements and understandings with the Executive in connection with
      the subject matter hereof. 

    


    19. Governing
      Law.
      This
      Agreement and the rights and obligations hereunder shall be governed by the
      laws
      of the State of Florida without regard to its conflicts principles and the
      parties to this Agreement specifically consent to the jurisdiction of the courts
      of the State of Florida over any action arising out of or related to this
      Agreement.

    


    20.
      Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void or unenforceable, the remaining provisions shall, nevertheless,
      continue in full force and effect without being impaired or invalidated in
      any
      way.

    


    21.
      Survival. All
      covenants, agreements, representations and warranties made herein or otherwise
      made in writing by any party pursuant hereto shall survive the termination
      of
      this Agreement and the employment of the Executive hereunder.

    


    22.
      Counterparts.
      This
      Agreement may be executed by the parties in one or more counterparts, each
      of
      which when so executed shall be an original and all such counterparts shall
      constitute one and the same instrument. Confirmation of execution by electronic
      transmission of a facsimile signature page shall be binding upon any party
      so
      confirming.

    



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

    


    AGREED
      TO:

    



    Company:

    


    White
      Peak Capital Group, Inc.

    


    By:
      ________________________________

    Name:

    Title:

    



    Consultant:

    


    Tsvi
      Katsir

    


    By:
      ________________________________

    Name:

    Title: