CONSULTING
AGREEMENT


This Consulting Agreement
(“Agreement”) is to be effective as of the 29th day of
January 2003, by and between Roanoke Technologies Corp., (“Company”),
with offices located at 539 Becker Dr., 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.






	 	
Services of the Consultant
shall not directly or indirectly promote or maintain a market for the
Company’s securities and are not and will not be provided in connection
with a capital raising transaction for the Company. 





	 	
TERM. The term ("Term") of this Consulting Agreement shall be for a period of six (6) months
commencing on the date hereof. The contract will automatically be extended
for an additional three






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(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".






	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 an
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 suc
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.







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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:


Roanoke Technology Corp.




/s/   David L. Smith

David L. Smith, CEO	
Party Providing Services:


Barry Clark, an individual




/s/   Barry Clark

Barry Clark, an individual







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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
seven million (7,000,000) free-trading shares of
RNKE stock for six (6) months of service.







Accepted with full
authority: 



Roanoke Technology Corp.


	By:	
/s/   David L. Smith

David L. Smith, CEO





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