Exhibit 10.4


    Exhibit
      10.4

     

    CONTRACT
      OF ENGAGEMENT

    


    This
      Contract of Engagement dated and effective this 15th day of September , 2005
      by
      and between B. Michael Friedman/MarketVoice Inc. (hereinafter referred to as
      The
      Consultant),
      and
      Interactive Games Inc. Inc.(OTCBB:IGAM) (hereinafter referred to as The
      Client).

    


    Recitals

    


    I.
      The
      Client
      desires
      to obtain consulting services from The
      Consultant as
      more
      particularly described herein (“Scope of Services and Manner of
      Performance”).

    II.
      The
      Consultant is
      in the
      business of providing such consulting services and has agreed to provide the
      services on the terms and conditions set forth in this agreement. 

    Now,
      therefore, in consideration of the faithful performance of the obligations
      set
      forth herein and other good and valuable consideration the receipt and
      sufficiency of which are hereby acknowledged, The
      Consultant
      and
The
      Client
      hereby
      agree as follows. 

    


    Terms

    


    1. 
      Scope
      of Services.
      The
      Company
      will
      perform financial and business consulting for and on behalf of The
      Client
      in
      relation to business development, product marketing and mergers and acquisitions
      strategies and advise The
      Client
      on
      matters pertaining to strategic alliances and business modeling services
      including:

    	a.  	
            Increased
              product exposure

          


    	b.  	
            Business
              Modeling and strategies

          


     c. 
      Strategic alliances and M&A services 

    


    


    2. 
      Manner
      of performance.
      It is
      intended that The
      Consultant will
      provide research and sales materials on the company and distribute company
      material to potential business partners and strategic alliances who The
      Consultant determines
      in its sole discretion, are capable of purchasing or marketing the Client’s
      products or may be a potential acquisition partner for The
      Client.
      The
      Consultant
      will
      also advise The
      Client
      concerning business development matters relating to its business.
      The
      Consultant will
      act
      upon The
      Client’s
      behalf
      with existing customers and business alliances. The
      Consultant
      will
      focus on contracting persons, generally though conventional communications
      in
      order to familiarize them with information concerning The
      Client.
      Additionally, The
      Consultant
      shall be
      available for advice and counsel to the officers and directors of The
      Client
      at such
      reasonable and convenient times and places as may be mutually agreed upon.
      Except as aforesaid, the time, place and manner of performance of the services
      hereunder, including the amount of time allocated by the Company, shall be
      determined at the sole discretion of The
      Consultant.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3. 
      Status
      of Consultant.
      The
      Consultant shall
      act
      as an independent Consultant and not as an agent or employee of The
      Client
      and
The
      Consultant
      shall
      make no representation as an agent or employee of The
      Client.
      The
      Consultant
      shall
      furnish insurance and be responsible for all taxes as an independent Consultant.
      The
      Consultant
      shall
      have no authority to bind The
      Client or
      incur
      other obligations on behalf of The
      Client.
      Likewise, The
      Client
      shall
      have no authority to bind on incur obligations on behalf of The
      Consultant. 

    


    4. 
      Disclosure
      of Material Events.
      The
      Client
      agrees
      to promptly disclose to The
      Consultant
      those
      events/discoveries which are known and/or anticipated that may conceivably
      may
      have an impact on the stock, business operations, future business, or public
      perception of The
      Client,
      as this
      has material impact on the ability and effectiveness of The
      Consultant and
      service rendered. 

    


    5. 
      Confidentiality
      Agreement.
      In the
      event The
      Client
      discloses information to The
      Consultant
      that
The
      Client considers
      to be secret, proprietary or non-public and so notifies The
      Consultant, The Consultant
      agrees
      to hold said information in confidence. Proprietary information shall be used
      by
The
      Consultant
      only in
      connection with services rendered under this Agreement. Proprietary information
      shall not be deemed to include information under a) is in or becomes in the
      public domain without violation of this Agreement by The
      Client,
      or b)
      is rightfully received from a third entity having no obligation to The
      Client and
      without violation of this Agreement. In reciprocal, The
      Client
      agrees
      to hold confidential all trade secrets of and methods employed by The
      Consultant
      in
      fulfillment of services rendered. 

    


    6. 
      Indemnification.
      The
      Client agrees
      to
      indemnify and hold harmless The
      Consultant
      against
      any losses, claims, damages, liabilities and/or expenses (including any legal
      or
      other expenses reasonably incurred in investigating or defending any action
      or
      claim in respect thereof) to which The
      Consultant
      is
      willing and capable of providing services on a “Best Efforts” basis. Payment by
The
      Client to
      The
      Consultant is
      irrevocable and irreversible. 

    


    7.
       Conflict
      of Interest.
      The
      Consultant
      shall be
      free to perform services for other persons. The
      Consultant
      will
      notify The
      Client of
      its
      performance of consulting services for any other Client that could conflict
      with
      its obligations under this agreement.

    


    8.
       Term.
      Refer
      to Schedule A.

    


    9. 
      Payment.
      Refer
      to Schedule B. 

     

    10.
      Severability.
      This
      agreement may be dissolved at any time at the express consent of both parties
      with thirty days written notice. Agreement shall continue for an additional
      ninety days if not cancelled in writing within thirty days of the termination
      date of this agreement. In the event any part of this agreement shall be held
      to
      be invalid by any competent court or arbitration panel, this agreement shall
      be
      interpreted as if only that part is invalid and that the parties to this
      agreement will continue to execute the rest of this agreement to the best of
      their abilities unless both parties mutually consent to the dissolution of
      this
      agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    This
      agreement shall be interpreted accordance with laws of the Country of Quebec,
      Canada. This agreement and attached schedules constitutes the entire contract
      of
      the parties with respect to the matters addressed herein and no modifications
      of
      this agreement shall be enforceable unless in writing signed by both
The
      Consultant
      and
The
      Client.
      This
      agreement is not assignable by either party without the consent of the
      other.

     

    In
      witness whereof The
      Consultant
      and
The
      Client
      have
      caused this agreement to be executed on the date indicated in Schedule A.


    


    


    


    Interactive
      Games Inc. (OTCBB:IGAM)

    


    Authorized
      person x______________________ Title______________ Date________

    I
      hereby
      certify that I agree to the terms of the contract above and am authorized to
      enter into a binding contract.

    


    


    


    


    ______________________________

    


    


    


    B.
      Michael Friedman/Market Voice Inc.

    Authorized
      person x_____________________ Title ______________ Date_________ 

    I
      hereby
      certify that I agree to the terms of the contract above and am authorized to
      enter into a binding contract.

    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    Schedule
      A

     

    Term
      of Commitment

    


    The
      Consultant shall perform consulting services for The
      Client for
      one
      (1) year or until it is mutually determined upon that agreed upon objectives
      have been met and the terms of commitment have been fulfilled.

    


    Such
      services shall commence upon receipt of the first payment as outlined in
      Schedule B. 

    


    


    


    Schedule
      B

    


    


    $5,000
      per month retainer payable in cash by the first of each month or in the
      alternative, non-legend common stock of the company equal to $5,000 per month
      based on the lowest bid price of the company on a 30 day trading
      average.   

    


    


    
      
         

      

      
        4