CONSULTING AGREEMENT

      This Business Consultant's Agreement ("Agreement") is entered into as of
the 9th day of October, 2003, between UNIVERSAL GUARDIAN CORPORATION, a
subsidiary of Universal Guardian Holdings, a Delaware corporation, with its
principal place of business at 3001 Redhill Ave. Bldg. 4-219-226, Costa Mesa, CA
92626, ("Company") and Del Kintner, whose principal place of business is 3153
Skyline Drive, Oceanside, CA 92056, ("Consultant").

GENERAL

      The Consultant is an experienced business consultant engaged in the
business of providing strategic business, operational, financial, contract
proposal and acquisition advice to private and public business entities in the
defense sector.

      The Company desires to retain the Consultant to provide such strategic
business, operational, financial, contract proposal and acquisition advice as
the Company and its CEO may direct.

      In consideration for the mutual promises, covenants, and Agreements made
below, the parties, intending to be legally bound, agree as follows:

                                    AGREEMENT

1. CONSULTATION SERVICES. Consultant shall provide strategic business,
operational, financial, contract proposal and acquisition advice necessary to
obtain government contracts for the Company.

2. TRADEMARKS AND TRADE NAMES. Company reserves all rights to the trade names
and trademarks and to any other commercial symbols that it may adopt or use from
time-to-time.

3. INDEPENDENT CONTRACTOR. The Consultant is not an employee of the Company for
any purpose whatsoever, but is an independent contractor. The Company is
interested only in the results obtained by the Consultant that shall have sole
control of the manner and means of performing under this Agreement. The Company
shall not have the right to require the Consultant to do anything that would
jeopardize the relationship of independent contractor between the Company and
the Consultant. All expenses and disbursements incurred by the Consultant in
connection with this Agreement shall be born wholly and completely by the
Consultant. The Consultant does not have, nor shall the Consultant hold itself
out as having any right, power or authority to create any contract or
obligation, either express or implied, on behalf of, or binding upon the
Company, unless the Company shall consent to that in writing. The Consultant may
represent other companies that do not compete directly or indirectly with the
Company's products and services covered by this Agreement.


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5. CONSULTING FEES AND EXPENSES. The Company agrees to pay Consultant an hourly
fee of $85.00 per each hour of Consulting rendered for the Company, and shall
reimburse Consultant for all direct expenses incurred on behalf of the Company,
and such expenses shall be pre-approved by the Company.

5.1 The Company agrees to provide common stock incentives to Consultant for
successful delivery of military and government contracts.

6. BEST EFFORTS. The Consultant shall use its best efforts to obtain business
relationships, alliances, and sales of products and services for the Company.

7. TERM AND TERMINATION. The term of this Agreement shall be for a initial
period of sixty (60) days from the date first written above. This Agreement
shall automatically renew for successive sixty (60) day terms, unless either
party provides written notice to the other 30 days prior to the termination date
of each term; However, if a new contract is not entered into, the Contractor
will continue to receive its commissions pursuant to Exhibit A until the
expiration of each term.

8. MISREPRESENTATION. In the event the Consultant, at any time during its
association with the Company, shall be guilty of gross negligence, intentional
misconduct or intentional misrepresentation, such negligence, misconduct or
misrepresentation shall be deemed an immediate breach of this Agreement. Upon
such breach, or any other breach of this Agreement by the Consultant, this
Agreement shall terminate immediately upon written notice by the Company, and
the Consultant shall not be entitled to claim any compensation for damages for,
in respect of, or by reason of such termination.

9. PROPRIETARY INFORMATION. The customers, business, products, technology,
business connections, customer lists, procedures, operations, techniques and
other aspects of the business of the Company are established at great expense
and protected as confidential information and trade secrets and provide the
Company with a substantial competitive advantage of selling its products. The
Consultant shall have access to, and be entrusted with, trade secrets,
confidential information and proprietary information, and the Company would
suffer great loss and injury if the Consultant would disclose this information
or use it to compete with the Company. Consequently, the Consultant agrees that
during its relationship with the Company, and from then on, it will not, within
the geographic territory encompassed by the business of the Company at the
termination of that relationship, directly or indirectly, either individually or
as an employee, agent, partner, shareholder, or in any other capacity, use or
disclose, or cause to be used or disclosed, any trade secret, confidential
information or proprietary information acquired by the Consultant during its
relationship with the Company.


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10. INDEMNIFICATION. The Consultant and Company agree to mutually defend,
indemnify, and hold each other harmless from any and all liabilities, losses,
costs, damages, penalties and any other expenses including attorneys fees
arising directly or indirectly, either from the Consultant's or Company's acts
or omissions or the Consultant's or Company's breach of any obligation imposed
or sought to be imposed by or according to this Agreement. The Company shall not
be liable to the Consultant, or to anyone who may claim any right due to a
relationship with the Consultant, for any acts or omissions by the Consultant in
the performance of this Agreement or on the part of the employees or agents of
the Consultant. The Consultant and the Company shall indemnify and hold each
other free and harmless from any obligation, cost claim, judgment, attorneys,
fees, and attachments arising from, growing out of, or in any way connected with
the services rendered to the Company under the terms of this Agreement.

11. GENERAL PROVISIONS

11.1 ASSIGNMENT. Except as set forth in this section, neither this Agreement nor
any rights under this Agreement, in whole or in part, shall be assignable or
otherwise transferable by either party without the express written consent of
the other party. Any attempt by either party to assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other party shall be null and void. Subject to the above, this
Agreement shall be binding upon and take effect for the benefit of the
successors and assigns of the parties to this Agreement.

11.2 WAIVER, AMENDMENT, MODIFICATION. No waiver, amendment or modification,
including those by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be
enforced. No waiver by any party of any default in performance by the other
party under this Agreement or of any breach or series of breaches by the other
party of any of the terms or conditions of this Agreement shall constitute a
waiver of any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions of that Agreement. Performance of
any obligation required of a party under this Agreement may be waived only by a
written waiver signed by a duly authorized officer of the other party, that
waiver shall be effective only with respect to the specific obligation described
in that waiver.

11.3 FORCE MAJEURE. Neither party will be deemed in default of this Agreement to
the extent that performance of its obligations, or attempts to cure any breach,
are delayed or prevented by reason of circumstance beyond its reasonable
control, including without limitation fire, natural disaster, earthquake,
accident or other acts of God ("Force Majeure"), provided that the party seeking
to delay its performance gives the other written notice of any such Force
Majeure within 15 days after the discovery of the Force Majeure, and further
provided that such party uses its good faith efforts to cure the Force Majeure.
If there is a Force Majeure, the time for performance or cure will be extended
for a period equal to the duration of the Force Majeure. This Article shall not
be applicable to any payment obligations of either party.

11.4 SETTLEMENT OF DISPUTES


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11.4.1 Each party acknowledges and agrees that, if there is any breach of this
Agreement, including, without limitation, unauthorized use or disclosure of
Confidential Information or other information of the other party, the
non-breaching party will suffer irreparable injury that cannot be compensated by
money damages and therefore will not have an adequate remedy at law.
Accordingly, if either party institutes an action or proceeding to enforce the
provisions of this Agreement, such party will be entitled to obtain such
injunctive relief, specific performance, or other equitable remedy from a court
of competent jurisdiction as may be necessary or appropriate to prevent or
curtail any such breach, threatened or actual. These will be in addition to and
without prejudice to such other rights as such party may have in law or in
equity.

11.4.2 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement will be referred to mediation before, and as a condition
precedent to, the initiation of any adjudicative action or proceeding, including
arbitration. The mediation will be held in San Diego County, California. Either
party may demand mediation in writing, serving on the other party a statement of
the dispute, controversy, or claim, and the facts relating to it, in reasonable
detail. Furthermore, if within thirty (30) days after such demand, the parties
have not agreed upon a mediator and commenced mediation, the matter will be
referred to arbitration under Section 11.4.3. Furthermore, if, within forty-five
(45) days after such demand the matter has not been resolved to the satisfaction
of both parties, then the matter will be referred to arbitration under Section
11.4.3.

11.4.3 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement that has not been resolved amicably among the parties by
mediation under Section 11.4.2 will be submitted to binding arbitration using
the following procedure:

11.4.4 The arbitration will be held in Orange County, California, before a panel
of three arbitrators. Either party may demand arbitration in writing, serving on
the other party a statement of the dispute, controversy, or claim, and the facts
relating to it, in reasonable detail, and the arbitrator nominated by that
party.

11.4.5 Within thirty (30) days after such demand, the other party will name its
arbitrator, and the two arbitrators named by the parties will, within ten (10)
days, select a third arbitrator.

11.4.6 The arbitration will be governed by the Commercial Arbitration Rules of
the American Arbitration Association (the "AAA"), except as expressly provided
in this Article. However, the arbitration will be administered by any
organization mutually agreed upon by the parties. If the parties are unable to
agree upon the organization to administer the arbitration, it will be
administered by the AAA. The arbitrators may not amend or disregard any
provision of this section.


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11.4.7 The expenses of arbitration shall be borne by the party against whom the
decision is rendered, or apportioned in accordance with the decision of the
arbitrators if there is a compromise decision. Judgment upon any award may be
entered in any court of competent jurisdiction. All notices from one party to
the other relating to any arbitration under this Agreement shall be in writing
and shall be effective if given in accordance with Section 11.11 below.

11.5 CUMULATIVE RIGHTS. Any specific right or remedy provided in this Agreement
shall not be exclusive but shall be cumulative upon all other rights and
remedies set forth in this section and allowed under applicable law.

11.6 GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California applicable to Agreements made and fully performed in California by
California residents.

11.7 ENTIRE AGREEMENT. The parties acknowledge that this Agreement expresses
their entire understanding and Agreement, and that there have been no
warranties, representations, covenants or understandings made by either party to
the other except such as are expressly set forth in this section. The parties
further acknowledge that this Agreement supersedes, terminates and otherwise
renders null and void any and all prior Agreements or contracts, whether written
or oral, entered into between Universal Guardian Corporation (First Party) and
Del Kintner (Second Party) with respect to the matters expressly set forth in
this Agreement.

11.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, any
one of which will be deemed an original, but all of which shall constitute one
and the same instrument.

11.9 ATTORNEY FEES. If either party is required to retain the services of any
attorney to enforce or otherwise litigate or defend any matter or claim arising
out of or in connection with this Agreement, then the prevailing party shall be
entitled to recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including attorneys'
fees) incurred in the proceeding.

11.10 SEVERABILITY. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder shall remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of warranties,
or exclusion of damages is intended by the parties to be severable and
independent of any other provision and to be enforced as such. Further, it is
expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth in this section shall remain in
full force and effect.

11.11 NOTICES. All notices, demands or consents required or permitted under this
Agreement shall be in writing and shall be delivered or mailed certified return
receipt requested to the respective parties at the addresses set forth above or
at such other address as such party shall specify to the other party in writing.
Any notice required or permitted to be given by the provisions of this Agreement
shall be conclusively deemed to have been received on the day it is delivered to
that party by U.S. Mail with Acknowledgment of Receipt or by any commercial
courier providing equivalent acknowledgment of receipt.


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      Captions and section headings used in this Agreement are for convenience
only and are not a part of this Agreement and shall not be used in construing
it.

      We have carefully reviewed this contract and agree to and accept its terms
and conditions. We are executing this Agreement as of the day and year first
written above.

D. R. Kintner Universal Guardian Corporation "Consultant" "Company"


By /s/ Del R. Kintner                      By /s/ Michael J. Skellern
  ---------------------------------           ----------------------------------
  D.R. Kintner                                Michael J. Skellern, CEO


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