CONSULTING
AGREEMENT


This Consulting Agreement
(“Agreement”) is to be effective as of the 15th day of
February 2003, by and between Roanoke Technologies Corp., (“Company”),
with offices located at 539 Becker Dr., Roanoke Rapids, NC 27870, and Byron
Rambo (“Consultant”), an individual doing business as Rambo and
Company, having his principal address at 655-1 West Fulton Street, Suite 1,
Sanford, FL 32771. 


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 BYRON RAMBO.  Company  hereby  appoints  Consultant and Consultant  hereby agrees to render
services to Company as an accountant.





	2.	
SERVICES.  During the term of this  Agreement,  Consultant  shall
 provide  all  accounting  services  as
needed by RTC. Also, Advise and make  recommendations  regarding corporate
financing including the structures,
terms, and content of bank loans, institutional loans, private debt funding.






	3.	
TERM.  The term ("Term") of this Consulting Agreement shall be for a period of twelve (12)
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. 





	 	4.	
COMPENSATION.  See Attachment "A".






	 	5.	
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.






	 	6.	
INDEMNIFICATION.  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.






	 	7.	
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.






	 	8.	
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.






	 	9.	
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.






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. 


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:


Byron Rambo, an individual




/s/   Byron Rambo

Byron Rambo, an individual









ATTACHMENT
“A”


Payment for
services:


	A.	
For the services rendered and performed by Byron Rambo during the term of this Agreement, Company shall,
upon acceptance of this Agreement: Pay to Byron Rambo one million (1,000,000) free-trading shares of
RNKE stock for twelve (12) months of service.







Accepted with full
authority: 



Roanoke Technology Corp.


	By:	
/s/   David L. Smith

David L. Smith, CEO