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<br>
<p>CONSULTING AGREEMENT</p>
<br>
<p>This Consulting Agreement is made as of the 13th day of May, 2005, by and between Charlie
Dickerson, d/b/a TruSource, a resident of the State of Texas ("Consultant"), and Tabatha IV, Inc.,
a Colorado corporation (the "Company").</p>
<br>
<p>WHEREAS, Consultant possesses experience in the field of accounting and in the temporary
staffing industry; and</p>
<br>
<p>WHEREAS, the Company is a publicly-held company and files periodic reports pursuant to the
requirements of the Securities Exchange Act of 1934; and</p>
<br>
<p>WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept the
Company as a client.</p>
<br>
<p>NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:</p>
<br>
<p>1. The Company hereby engages Consultant, on a non-exclusive basis, to render the consulting
services set forth on Exhibit “A” attached hereto and incorporated herein by this reference.
Consultant hereby accepts such engagement and agrees to render such consulting services as are
listed on Exhibit “A”, throughout the term of this Agreement.</p>
<br>
<p>It is further agreed that Consultant shall have no authority to bind the Company to any contract or
obligation or to transact any business in the Company’s name or on behalf of the Company, in
any manner, unless the Board of Directors of the Company shall have first authorized Consultant
to do so.  The parties intend that Consultant shall perform his services required hereunder as an
independent contractor.</p>
<br>
<p>2. The initial term of this Agreement shall commence upon the mutual execution of this
Agreement and shall continue until May 12, 2006.  This Agreement may be terminated by either
party, without cause, after 90 days from the date of mutual execution hereof, on 30 days’ written
notice.</p>
<br>
<p>3. In consideration of the services to be performed by Consultant, the Company agrees to pay to
Consultant the compensation set forth on Exhibit “B” attached hereto and incorporated herein by
this reference.</p>
<br>
<p>4. The Company represents and warrants to Consultant that:</p>
<br>
<p>A. The Company will cooperate fully and timely with Consultant to enable Consultant to perform
his obligations hereunder.</p>
<p>B. The execution and performance of this Agreement by the Company has been duly authorized
by the Board of Directors of the Company.</p>
<br>
<p>C. The performance by the Company of this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of the organizational documents of
the Company or any contractual obligation by which the Company may be bound.</p>
<br>
<p>5. Until such time as the same may become publicly known, the parties agree that any
information provided to either of them by the other of a confidential nature will not be revealed
or disclosed to any person or entity, except in the performance of this Agreement, and upon
completion of Consultant's services and upon the written request of the Company, any original
documentation provided by the Company will be returned to it.  Consultant, including each of his
affiliates, will not directly or indirectly buy or sell the securities of the Company at any time
when it or they are privy to non-public information.</p>
<br>
<p>Consultant agrees that he will not disseminate any printed matter relating to the Company
without prior written approval of the Company.</p>
<br>
<p>Consultant agrees that he will comply with all applicable securities laws, in performing on behalf
of the Company hereunder.</p>
<br>
<p>6. All notices hereunder shall be in writing and addressed to the party at the address herein set
forth, or at such other address as to which notice pursuant to this section may be given, and shall
be given by personal delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier.  Notices will be deemed given upon the earlier of
actual receipt of three (3) business days after being mailed or delivered to such courier service.</p>
<br>
<p>Notices shall be addressed to Consultant at:</p>
<br>
<p>Charlie Dickerson, d/b/a TruSource</p>
<p>______________________</p>
<p>______________________</p>
<br>
<p>and to the Company at:</p>
<br>
<p>Tabatha IV, Inc.</p>
<p>Attention: Mimbi Robertson</p>
<p>2735 Villa Creek</p>
<p>Suite 175</p>
<p>Dallas, Texas 75234</p>
<br>
<p>7. Miscellaneous.</p>
<br>
<p>A. In the event of a dispute between the parties arising out of this Agreement, both Consultant
and the Company agree to submit such dispute to arbitration before the American Arbitration
Association (the "Association") at its Dallas, Texas, offices, in accordance with the then-current
rules of the Association; the award given by the arbitrators shall be binding and a judgment can
be obtained on any such award in any court of competent jurisdiction.  It is expressly agreed that
the arbitrators, as part of their award, can award attorneys fees to the prevailing party.</p>
<br>
<p>B. This Agreement is not assignable in whole or in any part, and shall be binding upon the
parties, their heirs, representatives, successors or assigns.</p>
<br>
<p>C. This Agreement may be executed in multiple counterparts which shall be deemed an original.
It shall not be necessary that each party execute each counterpart, or that any one counterpart be
executed by more than one party, if each party executes at least one counterpart.</p>
<br>
<p>D. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Texas.</p>
<br>
<p>TABATHA IV, INC.</p>
<br>
<p>By: /s/ MIMBI ROBERTSON</p>
<p>Mimbi Robertson</p>
<p>President</p>
<br>
<p>/s/ CHARLIE DICKERSON</p>
<p>Charlie Dickerson</p>
<p>d/b/a TruSource</p>
<br>
<p>Exhibit “A”</p>
<p>Consulting Agreement</p>
<p>Charlie Dickerson, d/b/a TruSource</p>
<br>
<p>SERVICES TO BE PERFORMED BY CONSULTANT ON BEHALF OF THE COMPANY</p>
<br>
<p>The consulting services to be provided by Consultant under the Consulting Agreement to which
this Exhibit “A” is attached include, but shall not be limited to:</p>
<br>
<p>- Serve as Chief Financial Officer of the Company.</p>
<br>
<p>- Consultant’s Other Duties. In response to specific requests by the Company,  Consultant will
provide to the Company consulting and advisory services related to the Company's requirements
to secure back office operations for the Company's start-up staffing business. Such services and
advice will be for the purpose of, but not limited to, securing a credit facility for the purpose of
funding payroll and related costs, payroll processing system, a billing and accounting system and
assist with securing worker's compensation and additional insurance coverage.  In addition,
Consultant will assist and make available services associated with duties reasonably expected of
a Chief Financial Officer of a publicly-held company.</p>
<br>
<p>- Hours of Work.  Consultant will devote the amount of time necessary to complete the services
requested pursuant to this Agreement. Consultant's services will be performed during regular
business hours, unless otherwise mutually agreed in writing.</p>
<br>
<p>- Other Engagements. Consultant may accept other consulting assignments, and engage in other
business activities, so long as they do not interfere with his obligations under the Agreement.</p>
<br>
<p>It is understood that there may be times when the Company does not utilize the services or advice
of Consultant.  Any such failure of the Company to use, or seek in writing, Consultant’s advice
and/or services and/or assistance, as set forth herein, shall not be deemed to be non-performance
hereunder by Consultant.</p>
<br>
<p>Exhibit “B”</p>
<p>Consulting Agreement</p>
<p>Charlie Dickerson, d/b/a TruSource</p>
<br>
<br>
<p>COMPENSATION TO BE PAID BY THE COMPANY TO CONSULTANT</p>
<br>
<p>As full payment for Consultant’s services under the Consulting Agreement (the “Agreement”) to
which this Exhibit “B” relates, Consultant shall be paid as follows:</p>
<br>
<p>- Consulting Fee. The Company shall compensate Consultant at a rate of $125 per hour.
Consultant will be paid in weekly increments at the hourly rate of $125 based on the actual hours
worked, with a minimum of 10 hours or minimum of $1,250 due on the Friday of each week
during the term of the Agreement.</p>
<br>
<p>- Expenses. The Company shall reimburse Consultant for reasonable travel and other business
expenses incurred by Consultant in the performance of his duties under the Agreement.
Consultant shall provide receipts to the Company, upon request therefor.</p>
<br>
<p>- Indemnification. The Company agrees to indemnify, defend and hold harmless Consultant
against any liability incurred by Consultant within the course and scope of the consulting services
provided by Consultant.</p>
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