CONSULTING AGREEMENT



THIS AGREEMENT is entered into by and between THORNHILL CAPITAL LLC ("THC")
and/or ("CONSULTANT"), and Trey Resources, Inc. (OTC Bulletin Board. TYRIA)
("COMPANY") and sets forth the terms and conditions for services to be rendered
by Consultant on behalf of COMPANY.


1.   SERVICES OF THE CONSULTANT
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CONSULTANT will advise and assist The COMPANY in developing an effective
business strategy to increase shareholder value and to assist and advise in the
formulation and implementation of management directives.

These services include, but are not limited to, the following:

     o    Advice, as appropriate, in identifying potential investors.

     o    Advice, as appropriate, in identifying potential financing sources for
          the COMPANY

     o    Advice, as appropriate, in the negotiation and structuring of
          potential mergers and acquisitions.

     o    Advice, as appropriate, in the structure of proposed financing or
          investment transactions.

     o    Assistance, as appropriate, in negotiating the terms of any investment
          or financing transaction.

     o    Introductions, as appropriate, to various financial institutions.

     o    Advice, as appropriate, in the formulation, structure and
          implementation of various management programs intended to achieve
          targeted corporate objectives

2.   CONSULTINS FEES:
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CONSULTANT is prepared to commence its consultancy immediately upon execution of
the consulting agreement.

For the consulting services to be rendered during the term of this Agreement the
COMPANY shall cause to be issued and/or assigned to CONSULTANT 3,000,000
warrants in the Company at an exercise price of $0.015 per share, The warrants
will have a seven year maturity and have piggy back registration rights. Any
filing of a registration statement subsequent to the signing of this agreement
will include all warrants to be issued during the
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CONSULTING AGREEMENT

term of this contract COMPANY agrees to a cashless exercise of the above
warrants and to reserve a sufficient amount of stock to cover the exercise of
the warrants.

3.   ADDITIONAL TERMS:
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     a.   This Agreement will commence with the signing of this Agreement, and
          will continue for a period of twelve (12) months, and may be extended
          thereafter on terms to be mutually agreed to by both parties pursuant
          to a written agreerrtent.

     b.   CONSULTANT'S relationship with COMPANY shall be that of an independent
          contractor and not that of an employee. CONSULTANT will not be
          eligible for any employee benefits, nor will COMPANY make deductions
          from the consulting fees for taxes, insurance, bonds or any other
          subscription of any kind, which shall be CONSULTANT'S sole
          responsibility. CONSULTANT will use its best efforts in performing the
          services under this Agreement, within the scope of work specified in
          this Agreement.

     c.   CONSULTANT is not a registered broker-dealer and will not provide the
          services of a brokeredealer. If it is necessary to utilize the
          services of a registered broker-dealer, any fees and/or costs of such
          broker-dealer shall be borne by COMPANY.

     d.   Confidentiality AND non-disclosure. COMPANY, their officers,
          directors, employees and/or agents, understand that CONSULTANT
          considers its investors, lenders and compensation arrangements to be
          confidential and proprietary, and agrees not to disclose any such
          information to any person or firm outside of COMPANY without prior
          written consent from CONSULTANT, except as required by law. COMPANY'S
          obligations under this paragraph shall survive termination of this
          Agreement for a period of twelve (12) months.

     e.   CONSULTANT shall keep in confidence and shall not disclose or make
          available to third parties or make any use of any information or
          documents relating to the products, methods of manufacture, trade
          secrets, processes, business or affairs or confidential or proprietary
          information of COMPANY (other than information in the public domain),
          except with the prior written consent of
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Consulting Agreerrient

     e.   (con't)

          COMPANY. Upon termination of this Agreement CONSULTANT will, upon
          request by COMPANY, return all documents, and other materials related
          to the services provided hereunder furnished to CONSULTANT by COMPANY.
          CONSULTANT'S obligations under this paragraph shall survive
          termination of this Agreement.

     f.   CONSULTANT and COMPANY further agree to indemnify and hold each other,
          its agents, employees, officers, directors, and members, harmless from
          and against any and all losses, claims or damages. including any legal
          or other expenses reasonably incurred, in connection with defending
          against any litigation, whether commenced or threatened, to which
          either COMPANY or CONSULTANT may become subject, arising from the
          services performed or to be performed pursuant to this Agreement,
          including but not limited to claims under any state or federal
          statute, by any state or federal regulatory agency, caused by, or
          arising out of any service under this Agreement. The parties hereto
          agree that an indemnifying party shall not, without prior written
          consent of the indemnified party, settle any pending or threatened
          clarm or proceeding related to or arising out of the this agreement or
          any actual or proposed transactions or other conduct in connection
          therewith (whether or not any indemnified PARTY is A party to such
          claim or proceeding) unless such settlement includes a provision
          unconditionally releasing the indemnified party from, and holding all
          such persons harmless against, all liability in respect of claims by
          any releasing party related to or arising out of the engagement or any
          transactions or conduct in connection herewith. The indemnifying party
          hereunder will also promptly reimburse the indemnified party for all
          expenses (including counsel fees and expenses) as they are incurred by
          such indemnified party in connection with investigating, preparing
          for, defending, or providing evidence in, any pending or threatened
          claim or proceeding related to or arising out of the engagement or any
          actual or proposed transaction hereunder or other conduct in
          connection THEREWITH OR otherwise in respect of which indemnification
          or contribution may be sought hereunder (whether or not an indemnified
          party is a party to such claim or proceeding) or in enforcing this
          agreement.

     g.   If the foregoing indemnity is unavailable to any indemnified party for
          any reason, parties hereunder will contribute to any losses related to
          or arising out of this agreement or any transaction or conduct in
          connection herewith as follows. With respect to such losses referred
          to in the preceding paragraph, each party hereunder shall contribute
          in such proportion as is appropriate to reflect the relative benefits
          received (or anticipated to be received) by the parties hereunder from
          the services received hereunder, and or the actual or proposed
          transaction arising in connection with this Agreement.

     h.   Notwithstanding the foregoing neither PARTY shall be liable in any
          such case to the extent that any loss or damage is found to have
          resulted from the other party's gross negligence, intentional
          misrepresentation or violation of any statute or regulation.
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Consulting Agreement


     i.   In the event that any controversy or claim arises out of this
          Agreement, the parties hereto shall negotiate in good faith to resolve
          such controversy or claim. If the parties through negotiation cannot
          settle such controversy or claim, such controversy or claim shall be
          settled by binding arbitration. During the arbitration, both parties
          shall continue to perform their obligations under this Agreement
          unless the Agreement has been terminated. In addition to any other
          recovery, the prevailing party shall be entitled to recover its
          reasonable attorneys' fees and costs thereby incurred.


     j.   If any provision of this Agreement is held to be invalid or
          unenforceable to any extent in any context, it shall nevertheless be
          enforced to the fullest extent allowed BY LAW in that and other
          contexts, and the validity and force of the remainder of this
          Agreement shall not BE affected thereby. Further, a waiver of the
          non-performance of any provision of this Agreement must be in writing
          and shall apply only to the particular non-performance involved and
          shalt not constitute an amendment, change or modification of this
          Agreement or apply to any other performance requirement.


     k.   This agreement shall inure to the benefit of and be binding on the
          respective parties hereto and the respective executors,
          administrators, successors and assigns

     i.   if accepted by COMPANY and CONSULTANT below, this Agreement shall
          constitute a binding agreement between COMPANY and CONSULTANT. This
          Agreement reflects the entire agreement between COMPANY and
          CONSULTANT, and the terms herein shalt not be modified except by a
          written amendment signed by the parties hereto. The signatories below
          acknowledge that they have the necessary authority of their respective
          parties, including board approval, if required, to enter into this
          Agreement.


     m.   This Agreement shall be governed by, and construed in accordance with.
          the laws of the State of New Jersey,

AGREED AND ACCEPTED

                                       Trey Resources, Inc.

By: /s/ Alan Rofkin                    By: /s/ Mark S. Meller
   --------------------------------       --------------------------------

Print Name: Alan Rofkin
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Title: Managing Director               Chief Executive Officer
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