Exhibit
      10.1

     

    CONSULTING
      AGREEMENT

    


    
      	
              Parties:  
                

            	
              Tasty
                Fries, Inc.

            	
              (Hereinafter
                “the Company”)

            
	 	
              P.O.
                Box 975

            	 
	 	
              Blue
                Bell, Pa 19422

            	 
	 	 	 
	 	
              Edward
                C. Kelly, Sr.

            	
               (Hereinafter
                “Kelly)

            
	 	
              1060
                Appleby Court

            	 
	 	
              Blue
                Bell, Pa 19422

            	 


    

     

    
      	
              Purpose: 
                

            	
              The
                Company wishes to provide for the continued services of Kelly as
                a
                Consultant. Kelly has unlimited knowledge of the Tasty Fries, Inc.
                French
                fry machine. He will be instrumental in bringing the product into
                full
                scale production. 

              Kelly
                will also direct the Companies engineering and manufacturing effort
                and
                wishes to continue to be employed by Tasty Fries, Inc. on the terms
                and
                conditions and for the consideration set forth in this Consulting
                Agreement.

            
	 	 
	Date:
              	November
              1, 2007


    

    
      

    

     

    The parties agree:

     

    
      	
              1.

            	
              Kelly’s
                contribution to Tasty Fries over the past 13 years has made him an
                expert
                in the field of dehydrated potatoes, extrusion and shaping of food
                products. He is the original inventor of the Tasty Fries French fry
                vending machine and was awarded a United States Patent (# 5,537,915)
                in
                July 1996. In addition to his engineering skills, he has vast experience
                in the design and automation of food delivery systems. Kelly owned
                and
                operated a manufacturing/assembly company for 20 years. Tasty Fries
                is
                bringing its French fry vending machine to full scale production,
                Kelly’s
                experience and expertise in this area will prove invaluable to the
                success
                of Tasty Fries. Kelly has agreed to engineer and develop ancillary
                products for the Company and to introduce new and unique design features
                to keep the vending machine current with industry
                demands.

            


    

    


    
      	
              2.

            	
              The
                term of this Consultant Agreement shall be for a period of five years
                from
                the date of execution. Thereafter, if this Consultant Agreement is
                not
                terminated in writing by either party 90 days prior to the end of
                the term
                it shall be automatically renewed in additional two (2) year
                terms.

            


    

    


    
      	
              3.

            	
              In
                consideration of the premises and covenants hereinafter contained
                and
                other good and valuable consideration, the receipt and sufficiency
                of
                which are hereby acknowledged, the parties hereto, fully intending
                to be
                legally bound hereby, agree as
                follows.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              COMPENSATION

               

              In
                consideration for the services performed by Kelly, Tasty Fries agrees
                to
                pay Kelly a consulting fee of $12,500.00 per month. Payments to be
                paid on
                the first day of each consecutive month for the term set forth. Kelly
                may
                elect to have his Consultant fee paid in Company common stock at
                the price
                per share established by the closing bid of TFRY on the first business
                day
                of each month. Kelly shall be entitled to receive reimbursement for
                all
                expenses incurred and substantiated by him in connection with the
                performance of his duties and in, furtherance of the business of
                the
                Company.

            


    

    


    
      	
              5.

            	
              ROYALTY
                ON FRENCH FRY VENDING MACHINES

               

              In
                consideration for his services in designing and engineering the Company’s
                French fry vending machine, the Company hereby grants Kelly a royalty
                of
                Two Hundred Fifty ($250.00) dollars for a period of twenty five (25)
                years
                for each French fry machine manufactured by or on behalf of the Company,
                which machine is sold, leased or Company commercially operated, which
                term
                shall commence upon the Company’s first sale, lease or commercial
                operation. The royalty shall be paid to Kelly the earlier of ten
                (10)
                business days from the date the Company receives payment in full
                for each
                such machine. Kelly’s right to receive royalties shall survive the
                termination of this Consulting
                Agreement.

            


    

    


    
      	
              6.

            	
              STOCK
                PURCHASE RIGHTS

               

              In
                order to insure Kelly’s continued enthusiasm to design and engineer new
                products utilizing the French fry vending machines patented technology
                for
                the benefit of the Company, Kelly is hereby granted the right , in
                accordance with all applicable laws and regulations, including but
                not
                limited to the Securities and Exchange Act, as amended, to acquire
                up to
                one million (1,000,000) shares of the Company’s Common Stock for each full
                year of Consulting Service with the Company, commencing with the
                year
                beginning November 1, 2007. The acquisition price of such stock shall
                be
                the closing bid price of the stock on November 1, (or the closest
                business
                day thereto) of each such full year. Kelly is granted the right to
                exercise this option at any time up to ten (10) years from the date
                his
                right to acquire stock vests. Kelly’s right to purchase stock pursuant to
                this provision shall survive the termination of this Consulting
                Agreement.

            


    

     

    
      	
              7.

            	
              ACCELERATION
                OF FEES 

               

              Upon
                the occurrence of any reclassification by Tasty Fries of its common
                stock,
                or any capital reorganization of Tasty Fries or any consolidation
                or
                merger of Tasty Fries with or into another entity, or sale, transfer
                or
                other disposition by Tasty Fries of its property , assets and business
                as
                an entirety or substantially as an entirety,


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                or
                  the liquidation, dissolution or winding up of Tasty Fries (each
                  such
                  occurrence, an “Extraordinary Event”), or the cancellation of this
                  Consulting Agreement, all amounts payable to Mega Consultants,
                  LLP as
                  consulting fees shall be immediately due and
                  payable.

              


      

       

    

    
      	
              8.

            	
              NON
                DISCLOSURE OF CONFIDENTIAL INFORMATION

               

              Kelly
                covenants and agrees that so long as this Consulting Agreement is
                in
                effect, and at all times following the termination of this Consulting
                Agreement, he will not, without the prior written consent of the
                Company,
                either directly or indirectly, knowingly transmit to any person,
                concern
                or entity any Confidential Information which Kelly should reasonably
                know
                should be kept confidential. As used herein “Confidential Information”
                shall mean any information not generally known or disclosed to the
                trade
                or public concerning the business of Tasty Fries, including but not
                limited to the names and addresses of any of the customers or suppliers
                of
                services (or types of services provided), any matters pertaining
                to the
                Company’s French fry vending machine, the personnel assignments and
                policies of the Company and matters concerning the financial affairs
                and
                management of the Company and its
                affiliates.

            


    

    


    
      	
              9.

            	
              GOVERNING
                LAW AND VENUE

               

              This
                Agreement and the rights of the parties hereunder shall be interpreted
                in
                accordance with the laws of the state of Pennsylvania. Kelly and
                the
                Company agree that the sole and exclusive venue for any action brought
                hereunder shall be Philadelphia,
                Pennsylvania.

            


    

    


    
      	
              10.

            	
              SEVERABILITY

               

              The
                invalidity or unenforceability of any provision of this Agreement
                in a
                particular respect shall not effect the validity and enforceability
                of any
                other provision of this Agreement or of the same provision in any
                other
                respect. 

            


    

     

     

    IN WITNESS WHEREOF, The parties hereto have caused this
      Consulting Agreementto be executed as of the date first set forth
      above.

     

     

    
      	
              TASTY
                FRIES, INC.

            	 	
              MEGA
                CONSULTANTS, LLC

            
	 	 	 
	 	 	 
	
              /s/
                Jurgen Wolf

            	 	
              /s/
                Edward C. Kelly, Sr.

            
	
              Jurgen
                Wolf

            	 	
              Edward
                C. Kelly, Sr.

            
	
              President
                and CEO

            	 	
              President
                and CEO