Exhibit
      10.1

    FORM
      OF
      PROPOSAL AND PROFESSIONAL SERVICES AGREEMENT

    BETWEEN

    Sub-Urban
      Brands, Inc.

    AND

    Joseph
      Noel

    


    This
      PROPOSAL AND AGREEMENT is made and entered into as of the 4th day of January,
      2007, by and between Sub-Urban Brands, Inc. (“Sub-Urban Brands”), having its
      principle office at 8723 Bellanca Avenue Building A, Los Angeles, CA 90045
      and Mr. Joseph Noel, (hereinafter called “Consultant”), an individual having his
      principal place of business at 1125B Arnold Drive, Martinez, Ca
      94553.

    


    Preliminary
      Statement

    


    Sub-Urban
      Brands proposes to use the service of Consultant for such activities as mutually
      agreed to between the parties.

    


    Consultant,
      by reason of knowledge, education, and/or experience, is capable of rendering
      and does desire to render the services as described in paragraph 1
      below;

    


    Terms
      and
      Conditions


    


    1.
      Services to be Rendered

    


    Consultant
      shall render to Sub-Urban Brands professional investor relations services and
      advice of such nature, for such purposes, and at such times as are mutually
      agreed upon by the parties. The Statement of Work for Consultant’s services is
      described in Exhibit A. Consultant shall not modify any provisions of this
      Agreement without prior written consent of Sub-Urban Brands.

    


    Consultant
      shall render all services as an independent contractor and shall not be
      considered an employee of Sub-Urban Brands for any purpose. Any and all
      insurance that Consultant may desire shall be obtained and provided by
      Consultant without cost or other obligation to Sub-Urban
      Brands.


     

    


    2.
      Term

    


    The
      consulting services provided under this Agreement shall be performed, when
      required by Sub-Urban Brands, during the period from January 4, 2007 to on
      or
      about January 4, 2008. This may be extended, if agreed upon by both parties
      in
      writing thirty (30) days prior to the expiration of the initial
      term.

    


    Sub-Urban
      will have the option to cancel this contract for any reason with 30 day prior
      written notice to Consultant.. If such cancellation occurs, Sub-Urban will
      only
      be responsible for payment up to the cancellation date. 


    


    3.
      Payment

    


    Sub-Urban
      Brands shall pay Consultant a fee of six thousand dollar ($6,000) per month
      while this contract is in effect plus up to three hundred thousand (300,000)
      restricted shares of Sub-Urban Brands common stock during the term. One third
      (1/3) of the shares will be issued upon execution of this agreement. An
      additional one third (1/3) will be issued on May 4, 2007, with the remaining
      one-third (1/3) will be issued on September 4, 2007. In the event Sub-Urban
      Brands is acquired during the term, all shares will immediately be issued upon
      acquisition. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    For
      an
      equity, debt, or combination of equity and debt investment in the Company on
      a
      term acceptable to the Company (in its sole discretion), Consultant shall
      receive a Fee (hereinafter defined). The fee shall be equal to 4% of the amount
      of funds invested in the Company by any institution, fund, or individual
      referred to the Company by Consultant. Consultant shall receive the above
      outlined Fee as cash paid out as a consulting fee at the lesser of i) the Fee,
      or ii) at the rate of $20,000 per month until the entire Fee due is fully paid.
      

    


    It
      is
      understood by both parties the billing for monthly services will occur after
      the
      Company receives its anticipated financing. 

     

    4.
      Invoice

    


    The
      Consultant shall submit one invoice at the beginning of each month with this
      invoice due and payable fifteen (15) working days after receipt by Sub-Urban
      Brands. 

    


    5.
      Notices

    


    All
      notices required or permitted pursuant to this Agreement shall be deemed given
      if and when personally delivered in writing to the party or its designated
      agent
      or representative, or if and when mailed by United States Mail, registered
      or
      certified mail, return receipt request, postage prepaid, and properly addressed.
      All notices shall be address:

    


    
      	
              To:
                Sub-Urban Brands, Inc.

            	
              8723
                Bellanca Avenue Building A, Los Angeles, CA 90045

            
	 	 
	
              Attention

            	
              Joe
                Shortal, CEO and President

            
	 	 
	
              To
                Consultant:

            	
              1125B
                Arnold Drive Suite 168, Martinez, Ca 94553

            
	 	 
	
              Attention

            	
              Joseph
                Noel

            


    

    


    Each
      party may specify a different address for receipt of such notices by giving
      the
      other party at least fifteen (15) days written notice thereof.

    


    6.
      Indemnification

    


    Consultant
      shall defend, indemnify and hold harmless Sub-Urban Brands, its officers,
      employees, and agents, from any and all damage, losses, obligations,
      liabilities, claims deficiencies, costs, and expenses of every nature and kind
      incurred by Sub-Urban Brands that are in whole or in part cause by or alleged
      to
      be caused by acts or omissions of Consultant, its officers, employees, agents,
      subcontractors, and lower-tier subcontractors arising out of or relation to
      Consultant’s work under this Agreement.

    


    7.
      Laws and Regulations

    


    Consultant
      shall comply with all applicable federal, state, and local laws and regulations
      and all applicable orders and regulations of the executive and other
      departments, agencies, and instrumentalities of the United States. Consultant
      shall further comply with Sub-Urban Brands policies that may be in effect during
      the term of the Agreement and which are incorporated by reference as though
      fully set forth herein. Consultant shall indemnify Sub-Urban Brands in
      accordance with paragraph 6 for any and all damages, losses, obligations,
      liabilities, claims, deficiencies, costs, and expenses that may result from
      Consultant’s breach of this paragraph.

    


    
      
         

      

      
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    8.
      Applicable Taxes

    


    All
      taxes
      applicable to any amounts paid by Sub-Urban Brands to the Consultant under
      this
      Agreement will be the Consultant’s liability and Sub-Urban Brands shall not
      withhold nor pay any amounts for federal, state, or municipal income tax, social
      security, unemployment or worker’s compensation. 

     

    9.
      Confidential and Proprietary Information

    


    Consultant
      may not use non-public, confidential, proprietary, or trade secret information
      obtained from or furnished by Sub-Urban Brands for any purpose other than
      providing services required under this Agreement. Consultant will not duplicate,
      disclose, or divulge such information without the express prior written consent
      of Sub-Urban Brands. Information need not be marked to be considered non-public,
      confidential, proprietary, or trade secret information.

    


    Consultant
      agrees to take reasonable steps to prevent the unauthorized disclosure of such
      information, including but not limited to initiating and pursuing court
      proceedings seeking to prevent unauthorized disclosure by Consultant’s officers,
      employees, agents, subcontractors, or lower-tier subcontractors. Consultant
      shall return to Sub-Urban Brands all documents comprising, reflecting, or
      relating to such non-pubic, confidential, proprietary, or trade secret
      information, including any such documents developed or prepared by Consultant,
      promptly upon completion of services required under the Purchase Order or
      termination of this Agreement, whichever is earlier.

    


    10.
      Data and Copyrights

    


    All
      data
      developed, prepared, or originated by Consultant in the performance of services
      under this Agreement and all data delivered to Sub-Urban Brands in connection
      with the performance of services under this Agreement shall be the exclusive
      property of Sub-Urban Brands. Sub-Urban Brands shall own all copyrights for
      such
      data and have the unlimited right to use, reproduce, disclose, publish,
      translate, or deliver such data in any manner whatsoever and to authorize others
      to do so without any additional compensation due from Sub-Urban Brands.
      Consultant shall not include among data delivered to Sub-Urban Brands any data
      that is or will be copyrighted unless Consultant provides Sub-Urban Brands
      with
      the written permission of the copyright holder for Sub-Urban Brands to use
      such
      data in the manners provided in this Agreement without any additional
      compensation due from which it may be recorded. Data includes but is not limited
      to technical data, computer software, writings, designs, specifications, sound
      recording, video recordings, pictorial reproductions, drawings or other graphic
      representations, and works of any similar nature.

    


    Consultant
      hereby grants Sub-Urban Brands full and exclusive right, title, and interest
      throughout the world in all inventions, improvement, or discoveries conceived
      or
      made in the performance of services under this Agreement. Consultant shall
      promptly furnish and provide Sub-Urban Brands with complete information in
      this
      regard and shall execute all documents, including assignments in the form
      specified by Sub-Urban Brands. 

    


    11.
      Conflict of Interest

    


    Consultant
      represents that it has not been engaged or employed by another company to
      perform services in connection with or relation to the same requirements that
      are the subject matter of the prime contract. If Consultant has had access
      to
      any non-public, confidential, proprietary, or trade secret information obtained
      from or furnished by Sub-Urban Brands with respect to the subject matter of
      the
      prime contract, Consultant shall not accept employment with or by any competitor
      of Sub-Urban Brands with respect to the subject matter of the prime contract
      without obtaining written authorization of Sub-Urban Brands in
      advance.

    


    
      
         

      

      
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    12.
      Disputes

    


    Except
      for disputes relating to paragraphs 9, 11 and 13 of this Agreement, the Parties
      shall attempt to resolve all disputes relating to the subject matter of this
      Agreement informally. If Consultant disagrees with a determination made by
      Sub-Urban Brands with respect to a dispute subject to this paragraph, Consultant
      shall reduce its disagreement to writing and forward the writing to Sub-Urban
      Brands within fifteen (15) days of Sub-Urban Brands’ determination. In the
      absence of such notice by Consultant, Sub-Urban Brands’ determination shall be
      final and conclusive. If Consultant submits such a notice, Sub-Urban Brands
      will
      have fifteen (15) days to affirm or reconsider its original determination.
      No
      court or other action may be initiated relating to a dispute subject to this
      paragraph unless and until this informal dispute resolution process has been
      completed. 

    


    Pending
      a
      final resolution of any dispute relating to the subject matter of this
      Agreement, Consultant shall diligently proceed with the performance of this
      Agreement until Sub-Urban Brands directs Consultant not to perform.

    


    13.
      Specific Performance

    


    Consultant
      acknowledges that a violation of the requirement of paragraphs 9 or 11 of this
      Agreement would cause irreparable harm and damage to Sub-Urban Brands, and
      that
      the monetary amount of such damages would be impossible to ascertain.
      Accordingly, Consultant agrees that Sub-Urban Brands is entitled to specific
      enforcement of such requirements and Sub-Urban Brands is entitled to obtain
      an
      injunction form any court of competent jurisdiction enjoining and restraining
      violations of paragraphs 9 or 11. These remedies are in addition to and
      cumulative with other remedies and damages available to Sub-Urban Brands.
      Disputes subject to this paragraph are not subject to the informal resolution
      requirements in paragraph 12 of this Agreement.

    


    14.
      Headings

    


    The
      heading included herein are inserted only for convenience and reference and
      in
      no way define, limit, or describe the scope of this Agreement of the intent
      of
      any of its provisions.

    


    15.
      Applicable Law

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.

    


    16.
      Entire Agreement

    


    This
      Agreement supersedes all written or oral agreements, if any, and constitutes
      the
      entire Agreement between the parties with respect to this Agreement. This
      Agreement may be modified only by the express written consent of both Sub-Urban
      Brands and Consultant.

    


    17.
      Severability

    


    If
      any
      provision of this Agreement shall be determined to be illegal, invalid, or
      unenforceable, the remaining provisions shall remain in full force and effect.
      

    


    18.
      Survival

    


    The
      provisions of paragraphs 6, 9, 10, 11, and 12 shall survive completion or
      termination of this Agreement.

    


    
      
         

      

      
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    19.
      Execution of Agreement

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


     

     

    
      
        	Sub-Urban Brands, Inc.	 	 	 
	Signature:	 	 	 
	By:  	Joe
                Shortal	 	 
	Title: 	CEO
                and President	 	 
	Date:	 	 	 
	 	 	 	 
	CONSULTANT	 	 	 
	Signature:	Joseph
                Noel	 	 
	By:	 	 	 
	Date:	 	 	 


      

    

              

    


    


    
      
         

      

      
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