CONSULTING AGREEMENT
                              --------------------


This Consulting Agreement ("Agreement") is to be effective as of the 3rd day of
October, 2003, by and between Roanoke Technologies, ("Company"), with offices
located at 539 Becker Drive, Roanoke Rapids, NC 27870 and Barry Clark
("Consultant"), an individual doing business as Sussex Avenue Partners LLC,
having his principal address at 300 Carlsbad Village Drive, Suite 108A,
Carlsbad, CA 92008.

For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".

The Parties hereby agree as follows:


1.   APPOINTMENT OF BARRY CLARK. Company hereby appoints Consultant and
     Consultant hereby agrees to render services to Company as a Marketing and
     Sales Representative.

2.   SERVICES. During the term of this Agreement, Consultant shall provide
     advice to undertake for and consult with the Company concerning management
     of sales and marketing resources, consulting, strategic planning, corporate
     organization and structure, financial matters in connection with the
     operation of the businesses of the Company, expansion of services,
     acquisitions and business opportunities, and shall review and advise the
     Company regarding its and his overall progress, needs, and condition.
     Consultant agrees to provide on a timely basis the following enumerated
     services plus any additional services contemplated thereby:

     (a)  The implementation of short-range and long-term strategic planning to
          fully develop and enhance the Company's assets, resources, products,
          and services;

     (b)  The implementation of a marketing program to enable the Company to
          broaden the markets for its services and promote the image of the
          Company and its products and services;

     (c)  Advise the Company relative to the recruitment and employment of key
          executives consistent with the expansion of operations of the Company.

     (d)  The identification, evaluation, structuring, negotiating, and closing
          of joint ventures, strategic alliances, business acquisitions, and
          advise with regard to the ongoing managing and operating of such
          acquisitions upon consummation thereof; and

     (e)  Advise and recommendations regarding corporate financing including the
          structures, terms, and content of bank loans, institutional loans,
          private debt funding.


TERM. The term ("Term") of this Consulting Agreement shall be for a period of
six (4) months commencing on the date hereof. The contract will automatically be
extended for an additional three (3) months. Either party hereto shall have the
right to terminate this Agreement upon thirty (30) days prior written notice to
the other party after the first three (3) months.

3.   COMPENSATION. See Attachment "A".


<PAGE>

4.   CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
     corporation, nor use for its own benefit, during or after the Term of this
     Consulting Agreement, any trade secrets or other information designated as
     confidential by Company which is acquired by Consultant in the course of
     performing services hereunder. Any financial advice rendered by Consultant
     pursuant to this Consulting Agreement may not be disclosed in any manner
     without the prior written approval of Company.

5.   INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify
     and hold Consultant harmless from and against all losses, claims, damages,
     liabilities, costs or expenses (including reasonable attorney's fees,
     collectively the "Liabilities"), joint and several, arising from the
     performance of this Consulting Agreement, whether or not Consultant is
     party to such dispute. This indemnity shall not apply, however, and
     Consultant shall indemnify and hold Company, its affiliates, control
     persons, officers, employees and agents harmless from and against all
     liabilities, where a court of competent jurisdiction has made a final
     determination that Consultant engaged in gross recklessness and willful
     misconduct in the performance of its services hereunder.

6.   INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
     Consultant is an independent contractor. Consultant shall not hold itself
     out as, nor shall it take any action from which others might infer that it
     is an agent of or a joint venture of Company.

7.   MISCELLANEOUS. This Consulting Agreement sets forth the entire
     understanding of the Parties relating to the subject matter hereof, and
     supersedes and cancels any prior communications, understandings and
     agreements between the Parties. This Consulting Agreement is non-exclusive
     and cannot be modified or changed, nor can any of its provisions be waived,
     except by written agreement signed by all Parties. This Consulting
     Agreement shall be governed by the laws of the State of California without
     reference to the conflict of law principles thereof. In the event of any
     dispute as to the Terms of this Consulting Agreement, the prevailing Party
     in any litigation shall be entitled to reasonable attorney's fees.

8.   NOTICES. Any notice required or permitted hereunder shall be given in
     writing (unless otherwise specified herein) and shall be deemed effectively
     given upon personal delivery or seven business days after deposit in the
     United States Postal Service, by (a) advance copy by fax, (b) mailing by
     express courier or registered or certified mail with postage and fees
     prepaid, addressed to each of the other Parties thereunto entitled at the
     following addresses, or at such other addresses as a Party may designate by
     ten days advance written notice to each of the other Parties at the
     addresses above and to the attention of the persons that have signed below.


<PAGE>


Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.


All Parties signing below do so with full authority:


Party Receiving Services:             Party Providing Services:

Roanoke Technologies                  Barry Clark, an individual

/s/  David Smith                      /s/ Barry Clark
------------------------              ----------------------------
Dave Smith, CEO                       Barry Clark, an individual






<PAGE>


                                 ATTACHMENT "A"


Payment for services:


A.       For the services rendered and performed by Barry Clark during the term
         of this Agreement, Company shall, upon acceptance of this Agreement:
         Pay to Barry Clark Twenty Eight million (28,000,000) free trading
         shares of RNKE common stock for six (6) months of service.



Accepted with full authority:

Roanke Technologies, Inc.


By: /s/  Dave Smith
-----------------------------------
         Dave Smith, CEO