EXHIBIT 10.6  








CONSULTING AGREEMENT 



        THIS
CONSULTING AGREEMENT (this “Agreement”) dated as of December 29, 2005 is made between
Chilco River Holdings, Inc., a Nevada corporation (the “Company”), and Clear Channel Inc.
(“Consultant”). 



	  	
WHEREAS,
the Company is in the hospitality business and owns and operates a hotel and casino in
Peru;  






	  	
WHEREAS,
the Consultant has experience with providing strategic marketing and business planning
consulting services;  






	  	
WHEREAS,
the Company desires to retain Consultant to render consulting and advisory services
related to strategic marketing and business planning for the Company on the terms and
conditions set forth in this Agreement, and Consultant desires to be retained by the
Company on such terms and conditions; 






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



             1.       
          Retention of Consultant; Services to be Performed. The Company hereby
          retains Consultant to render such consulting and advisory services as set forth
          in Exhibit A and as the Company may request from time to time.
          Consultant hereby accepts such engagement and agrees to perform such services
          for the Company upon the terms and conditions set forth in this Agreement.
          During the Term (as defined in Section 2), Consultant shall devote the time,
          attention, skill and energy to the business of the Company as may be reasonably
          required to perform the services required by this Agreement up to a maximum time
          commitment of 40 hours in any calendar month, and shall assume and perform
          to the best of his ability such reasonable responsibilities and duties as the
          Company shall assign to Consultant from time to time. Consultant shall report to
          the President of the Company, and Consultant shall not render services for any
          other corporation, firm, entity or person that directly competes with the
          business of the Company without receiving the prior written consent of the
          Company. 



        Consultant
shall perform the services hereunder primarily at the business premises of the
Consultant’s office, but he shall, at the Company’s expense, also be required to
render the services at such other locations as the Company may specify from time to time. 



             2.       
          Term. Unless terminated at an earlier date in accordance with Section 9,
          this Agreement shall commence as of the date first written above and shall
          continue for a continuously for a period of twelve months (the
          “Term”). 



             3.       
          Compensation. As compensation in full for Consultant’s services
          hereunder, the Company shall pay the Consultant a consulting fee by issuing
          Consultant one million (1,000,000) shares of common stock of the Company. As
          soon as practicable after the execution of this Agreement (but in no event later
          than 120 days after such time), the Company shall undertake to file a
          registration statement on Form SB-2 (or such other form as may be available) 







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to register the Common Shares and the
Common Shares acquirable upon exercise of the Warrants under the Securities Act of 1933,
as amended (the “Registration Statement”). The Consultant shall not be entitled
to any additional compensation for services under this Agreement. 



             4.       
          Confidentiality. 



             (a)       
          Confidential Information. Except as permitted or directed by the
          President of the Company, during the Term or at any time thereafter Consultant
          shall not divulge, furnish or make accessible to anyone or use in any way (other
          than in the ordinary course of the business of the Company) or use for any
          purpose other than the performance of the services hereunder, any confidential
          or secret knowledge or information of the Company that Consultant has acquired
          or become acquainted with or will acquire or become acquainted with during the
          Term or during engagement by the Company or any affiliated companies prior to
          the Term, whether developed by Consultant or by others, concerning any trade
          secrets, confidential or secret designs, processes, formulae, products or future
          products, plans, devices or material (whether or not patented or patentable)
          directly or indirectly useful in any aspect of the business of the Company, any
          customer or supplier lists of the Company, any confidential or secret
          development or research work of the Company, or any other confidential
          information or secret aspects of the business of the Company. Consultant
          acknowledges that the above-described knowledge or information constitutes a
          unique and valuable asset of the Company acquired at great time and expense by
          the Company and its predecessors, and that any disclosure or other use of such
          knowledge or information other than for the sole benefit of the Company would be
          wrongful and would cause irreparable harm to the Company. Both during and after
          the Term, Consultant will refrain from any acts or omissions that would reduce
          the value of such knowledge or information to the Company. The foregoing
          obligations of confidentiality, however, shall not apply to any knowledge or
          information which is now publicly known or which subsequently becomes generally
          publicly known in the form in which it was obtained from the Company, other than
          as a direct or indirect result of the breach of this Agreement by Consultant. 



             (b)       
          Know-How and Trade Secrets. All know-how and trade secret information
          conceived or originated by Consultant which arises out of the performance of the
          services hereunder or any related material or information shall be the property
          of the Company, and all rights therein are hereby assigned to the Company. 



             (c)       
          Return of Records. Upon termination of this Agreement, Consultant shall
          deliver to the Company all property that is in his possession and that is the
          Company’s property or relates to the Company’s business, including,
          but not limited to records, notes, data, memoranda, software, electronic
          information, models, equipment, and any copies of the same. Consultant shall
          permanently delete all of his electronic data containing such property. 



             5.       
          Consultant Representations and Warranties. Consultant represents and
          warrants to the Company as follows: 



             (a)       
          Intellectual Property. Consultant has good and marketable title to all of
          the inventions, information, material or work product made, created, conceived,
          written, invented or provided by Consultant hereunder (“Work
          Product”), free and clear of all liens, claims, 







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encumbrances or demands of third
parties, including any claims by any such third parties of any right, title or interest in
or to the Work Product arising out of any trade secret, copyright or patent; 



             (b)       
          Compliance with Laws. All services provided hereunder comply with or will
          comply with all applicable laws and regulations; and 



             (c)       
          Competing Activities. Consultant has disclosed to the Company any and all
          other obligations, arrangements, agreements or interests of Consultant that may
          constitute or give rise to a conflict of interest on the part of Consultant
          given the nature and terms of this Agreement, and Consultant is not now under
          any obligation of a contractual or other nature to any person, firm, corporation
          or other entity which is inconsistent or in conflict with this Agreement, or
          which would prevent, limit or impair the execution of this Agreement or the
          performance by Consultant of Consultant’s obligations hereunder. 



             6.       
          Injuries. 



             (a)       
          Injuries to Consultant. Consultant waives any rights to recovery from the
          Company for any injuries that Consultant may sustain while performing the
          services hereunder and that are a result of Consultant’s own negligence. 



             (b)       
          Injuries to Others. Consultant agrees to take all necessary precautions
          to prevent injury to any persons (including the Company’s employees) and
          damage to property (including the Company’s property) that occur as a
          result of Consultant providing services under this Agreement. 



             7.       
          Indemnification 



             (a)       
          By Company. Company shall indemnify, defend and hold harmless the
          Consultant and its agents and employees from and against all claims, losses,
          expenses, fees (including attorneys’ and expert witnesses’ fees),
          costs and judgments (collectively, “Claims”) that may be asserted
          against the Consultant in connection with the services provided by Consultant
          under this Agreement. Consultant shall be entitled to the rights of
          indemnification provided in this Section 7 if Consultant is, or is threatened to
          be made a party to, any action, suit, arbitration, alternate dispute resolution
          mechanism, investigation, administrative hearing or any other actual, threatened
          or completed proceeding whether civil, criminal, administrative or investigative
          action, including any such action in the right of the Company to procure a
          judgment in its favor. Consultant shall be indemnified against expenses,
          judgments, penalties and amounts paid in settlement, actually and reasonably
          incurred by Consultant or on Consultant’s behalf in connection with such
          proceeding if Consultant acted in good faith and in a manner Consultant
          reasonably believed to be in or not opposed to the best interests of the
          Company, and, with respect to any criminal proceeding, having had no reasonable
          cause to believe Consultant’s conduct was unlawful. Notwithstanding the
          foregoing, no such indemnification shall be made in respect of any claim, issue
          or matter in such proceeding as to which Consultant shall have been adjudged to
          be liable to the Company or if applicable law prohibits such indemnification. In
          defending the Consultant or indemnifying the Consultant against any such Claims,
          the Company shall have the right to select legal counsel to provide such defense
          and shall have the right to 






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        settle
any such Claims in its sole discretion, provided it satisfies its indemnity obligations
set forth herein. Notwithstanding the foregoing, the Consultant may engage legal counsel
of its choice to represent the Consultant at any time, at Consultant’s sole cost and
expense. The Consultant shall have no authority to settle any Claim indemnified hereunder
without the consent of the Company first being obtained, which consent shall not be
unreasonably withheld. 



             (b)       
          By Consultant. Consultant shall indemnify, defend and hold harmless the
          Company and its officers, directors, agents and employees from and against all
          Claims that may be asserted against the Company in connection with
          Consultant’s negligence or misconduct, or acts outside the scope of this
          Agreement. Company shall be entitled to the rights of indemnification provided
          in this Section 7 if Company is, or is threatened to be made a party to, any
          action, suit, arbitration, alternate dispute resolution mechanism,
          investigation, administrative hearing or any other actual, threatened or
          completed proceeding whether civil, criminal, administrative or investigative
          action, including any such action in the right of the Consultant to procure a
          judgment in its favor. Company shall be indemnified against expenses, judgments,
          penalties and amounts paid in settlement, actually and reasonably incurred by
          Company or on Company’L/F behalf in connection with such proceeding if
          Company acted in good faith and in a manner Company reasonably believed to be in
          or not opposed to the best interests of the Consultant, and, with respect to any
          criminal proceeding, having had no reasonable cause to believe Company’L/F
          conduct was unlawful. In defending the Company or indemnifying the Company
          against any such Claims, the Consultant shall have the right to select legal
          counsel to provide such defense and shall have the right to settle any such
          Claims in its sole discretion, provided it satisfies its indemnity obligations
          set forth herein. Notwithstanding the foregoing, the Company may engage legal
          counsel of its choice to represent the Company at any time, at Company’s
          sole cost and expense. The Company shall have no authority to settle any Claim
          indemnified hereunder without the consent of the Consultant first being
          obtained, which consent shall not be unreasonably withheld. 



             8.       
          Independent Parties. In rendering services hereunder, Consultant shall be
          acting as an independent contractor and not as an employee or agent of the
          Company. As an independent contractor, Consultant shall have no authority,
          express or implied, to commit or obligate the Company in any manner whatsoever,
          except as specifically authorized from time to time in writing by an authorized
          representative of the Company, which authorization may be general or specific.
          Nothing contained in this Agreement shall be construed or applied to create a
          partnership. Consultant shall be responsible for the payment of all federal,
          state or local taxes payable with respect to all amounts paid to Consultant
          under this Agreement; provided, however, that if the Company is
          determined to be liable for collection and/or remittance of any such taxes,
          Consultant shall immediately reimburse the Company for all such payments made by
          the Company. 



             9.       
          Termination. Notwithstanding any contrary provision contained elsewhere
          in this Agreement, this Agreement and the rights and obligations of the Company
          and Consultant hereunder (other than the rights and obligations of the parties
          under Sections 4, 5 and 7) shall be terminated immediately upon the occurrence
          of any of the following events: 



             (a)       
          Consultant willfully refuses to comply with or implement reasonable policies
          established by the Company; or 







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             (b)       
          A party is in breach of this Agreement and has failed to cure such breach within
          30 days of the receipt of written notice of breach from the non-breaching party. 



        If
this Agreement is terminated pursuant to this Section 9, Consultant shall be entitled to
any consulting fee paid to the Consultant through the date of termination, but all other
rights to receive consulting fees shall terminate on such date. 



             10.       
          Miscellaneous. 



             (a)       
          Entire Agreement. This Agreement (including the exhibits, schedules and
          other documents referred to herein) contains the entire understanding between
          the parties hereto with respect to the subject matter hereof and supersedes any
          prior understandings, agreements or representations, written or oral, relating
          to the subject matter hereof. 



             (b)       
          Counterparts. This Agreement may be executed in separate counterparts,
          each of which will be an original and all of which taken together shall
          constitute one and the same agreement, and any party hereto may execute this
          Agreement by signing any such counterpart. 



             (c)       
          Severability. Whenever possible, each provision of this Agreement shall
          be interpreted in such a manner as to be effective and valid under applicable
          law but if any provision of this Agreement is held to be invalid, illegal or
          unenforceable under any applicable law or rule, the validity, legality and
          enforceability of the other provision of this Agreement will not be affected or
          impaired thereby. 



             (d)       
          Successors and Assigns. This Agreement shall be binding upon and inure to
          the benefit of the parties hereto and their respective heirs, personal
          representatives and, to the extent permitted by subsection (e), successors and
          assigns. 



             (e)       
          Assignment. This Agreement and the rights and obligations of the parties
          hereunder shall not be assignable, in whole or in part, by either party without
          the prior written consent of the other party. 



             (f)       
          Modification, Amendment, Waiver or Termination. No provision of this
          Agreement may be modified, amended, waived or terminated except by an instrument
          in writing signed by the parties to this Agreement. No course of dealing between
          the parties will modify, amend, waive or terminate any provision of this
          Agreement or any rights or obligations of any party under or by reason of this
          Agreement. 



             (g)       
          Notices. All notices, consents, requests, instructions, approvals or
          other communications provided for herein shall be in writing and delivered by
          personal delivery, overnight courier, mail, electronic facsimile or e-mail
          addressed to the receiving party at the address set forth herein. All such
          communications shall be effective when received. 




	  	To:  	  	
Chilco River Holdings, Inc.

355 Lemon Ave., Suite C,

Walnut, CA 91789

Facsimile No. (646) 201-4171








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With
a copy to:  







	  		  	
Wasserman  Comden Casselman & Pearson, LLP

801 S. Garfield Avenue

Alhambra, California 91801

Attn:   Tim Chang, Esq.

Facsimile No. 626-308-9538








	  	To:  	  	Clear
Channel Inc.

Temple Financial Centre

Leeward Highway

Provinciales

Turks and Caicos Islands, BWI






Any party may change the address set
forth above by notice to each other party given as provided herein. 



             (h)       
          Headings. The headings and any table of contents contained in this
          Agreement are for reference purposes only and shall not in any way affect the
          meaning or interpretation of this Agreement. 



             (i)       
          Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION,
          CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
          THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY
          CHOICE OF LAW PROVISIONS THEREOF. 



             (j)       
          Third-Party Benefit. Nothing in this Agreement, express or implied, is
          intended to confer upon any other person any rights, remedies, obligations or
          liabilities of any nature whatsoever. 



             (k)       
          No Waiver. No delay on the part of the Company in exercising any right
          hereunder shall operate as a waiver of such right. No waiver, express or
          implied, by the Company of any right or any breach by Consultant shall
          constitute a waiver of any other right or breach by Consultant. 



             (l)       
          Jurisdiction and Venue. THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL
          COURT OR STATE COURT SITTING IN ORANGE COUNTY, CALIFORNIA, AND EACH PARTY
          CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT
          THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IF ANY PARTY COMMENCES ANY ACTION
          UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE
          RELATIONSHIP CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR VENUE, ANY
          OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION OF TRANSFERRING THE CASE TO 






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THE ABOVE-DESCRIBED VENUE OR
JURISDICTION OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED
WITHOUT PREJUDICE. 



             (m)       
          Arbitration. Any claim or dispute of any nature between the parties
          hereto arising directly or indirectly from the relationship created by this
          Agreement shall be resolved exclusively by arbitration in Orange County,
          California, in accordance with the applicable rules of the American Arbitration
          Association. The fees of the arbitrator(s) and other costs incurred by the
          parties in connection with such arbitration shall be paid by the party which is
          unsuccessful in such arbitration. The decision of the arbitrator(s) shall be
          final and binding upon both parties. Judgment of the award rendered by the
          arbitrator(s) may be entered in any court having jurisdiction thereof. In the
          event of submission of any dispute to arbitration, each party shall, not later
          than 30 days prior to the date set for hearing, provide to the other party and
          to the arbitrator(s) a copy of all exhibits upon which the party intends to rely
          at the hearing and a list of all persons each party intends to call at the
          hearing. 



             (n)       
          Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT
          TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
          AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 



             (o)       
          Remedies. The parties agree that money damages may not be an adequate
          remedy for any breach of the provisions of this Agreement and that any party
          may, in its discretion, apply to any court of law or equity of competent
          jurisdiction for specific performance and injunctive relief in order to enforce
          or prevent any violations this Agreement, and any party against whom such
          proceeding is brought hereby waives the claim or defense that such party has an
          adequate remedy at law and agrees not to raise the defense that the other party
          has an adequate remedy at law. 



             (p)       
          Advice of Counsel. Each party acknowledges that it has been advised by
          counsel in the negotiation, execution and delivery of this agreement. 








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        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in
the first paragraph. 




	  	
CHILCO RIVER HOLDINGS, INC. 





/s/ Tom Liu 

__________________________

Tom Liu, President 





CONSULTANT 





/s/ Zennie Morris 

__________________________

Clear Channel Inc. 

Temple Financial Centre 

Leeward Highway 

Provinciales 

Turks and Caicos Islands, BWI  








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Exhibit A to
Consulting Agreement  



Description of
Consulting Services: 



	  	A. 	  	to
provide general consulting services to the Company in connection with the
          development of new business ventures;  






	  	B. 	  	to
participate in efforts to raise capital for the Company, but only to assist           in
presentations and not to source funds;  






	  	C. 	  	to
assist in strategic business planning for the Company and advise the Company
          with respect to its capital structure;  






	  	D. 	  	to
perform a financial and strategic review of the Company and to assist the
          Company in formulating its future strategy;  






	  	E. 	  	to
assist the Company in the performance of due diligence related to potential
          business arrangements;  






	  	F. 	  	to
provide general consulting services on such matters as may be requested by           the
Board of Directors of the Company; and  






	  	G. 	  	to
assist the Company in developing marketing and promotional strategies.  








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Exhibit B to
Consulting Agreement  



	TO:	
CHILCO RIVER HOLDINGS, INC. 







	DATE:	
December 29, 2005  







	SUBJECT:	
Background Technology  






             1.       
          Except as listed in Section 2 below, the following is a complete list of
          all inventions or improvements relevant to the subject matter of my consulting
          services to CHILCO RIVER HOLDINGS, INC. (the “Company”) that have been
          made or conceived or first reduced to practice by me, alone or jointly with
          others, prior to my engagement by the Company: 



	  	
[X]                 No
inventions or improvements  






             2.       
          Due to a prior confidentiality agreement, I cannot complete the disclosure under
          Section 1 above with respect to inventions or improvements generally listed
          below, the proprietary rights and duty of confidentiality with respect to which
          I owe to the following party(ies): 




	  	
Invention or Improvement 	
Party(ies) 	
Relationships  






1.
    
___________________________________________________________________________________________________




2.
    
___________________________________________________________________________________________________




3.
    
___________________________________________________________________________________________________






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ADDENDUM TO CONSULTING
AGREEMENT 



        THIS
ADDENDUM TO CONSULTING AGREEMENT hereby amends that certain Consulting Agreement
between Chilco River Holdings, Inc., a Nevada corporation (the “Company”), and
Clear Channel Inc. (“Consultant”) dated as of December 29, 2005. 



        WHEREAS,
the renovation of the Company’s hotel and casino has been delayed; and 



	  	
WHEREAS,
the Company and the Consultant have agreed that the term of the Consulting Agreement
should be extended in order that the Consult can provide effective consulting and advisory
services and the Company may benefit from such services, 






        NOW,
THEREFORE, in consideration of the premises, the mutual agreements set forth in the
Consulting Agreement and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows: 



Section 2 of the Consulting Agreement
shall be amended and restated in its entirety as follows: 



	  	
2.
    Term.   Unless terminated at an earlier
date in accordance with Section 9,                     this Agreement shall commence as
of the date first written above and shall                     continue for a continuously
for a period of thirty-six months (the                     “Term”).  






        IN
WITNESS WHEREOF, the parties have executed this Addendum to Consulting Agreement
effective as of March 1, 2006. 




	  	
CHILCO RIVER HOLDINGS, INC. 





/s/ Tom Liu 

__________________________

Tom Liu, President 





CONSULTANT 





/s/ Zennie Morris 

__________________________

Clear Channel Inc. 

Temple Financial Centre 

Leeward Highway 

Provinciales 

Turks and Caicos Islands, BWI  











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