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    EXHIBIT
      10.4


    


    
      Revenue
        

      Stamp

    

    


    Consulting
      Agreement

    


    This
      Agreement is made and entered into by and between ECOSS, Inc. (hereinafter
      referred to as “A”) and Athena & Partners Co., Ltd. (hereinafter referred to
      as “B”) with respect to the implementation of consulting rendered to A by B. The
      parties hereto hereby agree as follows:

    


    Article
      1
      (General Provisions)

    Among
      services of A’s administration departments, A shall entrust B with (1)
      Accounting and financial advisory services, (2) IR services, (3) Management
      consulting services with regard to general management support (hereinafter
      referred to as “the Consulting”), and (4) Auditing services, and B shall
      undertake these entrusted services.

    


    Article
      2
      (Implementation Period of the Consulting)

    (1)
      The
      starting day of the implementation period of the Consulting shall be May 1,
      2004.

    (2)
      The
      agreement period of the Consulting shall expire on June 30, 2004.

    (3)
      This
      Agreement shall be extended by providing a written application at least one
      (1)
      month before the expiration of the Consulting Agreement. The agreement period
      in
      this case shall be determined separately after due consultation.

    


    Article
      3
      (Contract Sum)

    (1)
      The
      compensation for the Consulting shall be as stated in the Schedule. (Consumption
      tax shall be separately added.)

    (2)
      B
      shall send an invoice for the contract sum set forth in the preceding paragraph
      to A every month, and A shall pay the amount for the applicable month by
      remittance to the bank account designated by B no later than the last day of
      each month.

    


    Article
      4. (Necessary Expenses)

    (1)
      Expenses, such as travel expenses, required for the implementation of the
      Consulting shall be included in the compensation in Paragraph 1 of the preceding
      article.

    (2)
      B
      shall charge to A such expenses that B deems it necessary to charge separately,
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
      whether or not payment shall be made and the payment amount shall be determined
      in each case after due consultation between A and B.

    


    Article
      5
      (Cooperation from A)

    (1)
      Acknowledging that B’s consulting will be more effective with full cooperation
      from A, A shall sincerely implement required A’s work for the implementation of
      B’s consulting.

    (2)
      When
      B implements its consulting at A’s office, A shall permit B to enter A’s office
      and use fixtures, fittings etc., free of charge, required for the implementation
      of consulting.

    


    Article
      6
      (Implementation Method)

    While
      obtaining A’s cooperation stipulated in Article 5 during the implementation
      period, B shall grasp the present situation and needs of A and shall implement
      the Consulting.

    


    Article
      7
      (Confidentiality)

    1.
      B
      shall be prohibited from disclosing or divulging to a third party A’s business
      or technical secrets (limited to items marked “confidential”) obtained through
      the Consulting.

    2.
      B
      shall use sufficient care in the handling of data, vouchers, books, etc.,
      regarding execution of the Consulting, and shall not bring any of these out
      of
      the business office of A, in principle, regarding the services to be implemented
      inside the business office of A. B shall obtain A’s prior written approval
      before disclosing or submitting data, vouchers, books, etc. to a third party
      or
      governmental authority.

    3.
      In
      implementing the Consulting, B shall neither photocopy nor reproduce data,
      vouchers, books, nor any other information of A without A’s prior written
      approval.

    4.
      Upon
      termination of the consulting service or A’s request at any time, B shall return
      data, vouchers, books, and reproductions thereof provided by A.

    5.
      B
      shall continue to observe the confidentiality described in this article after
      termination of the consulting services.

    


    Article
      8
      (Termination before Maturity)

    A
      shall
      be entitled to terminate this Agreement at any time by providing one (1) month’s
      prior notice to B.

    


    Article
      9
      (Termination)

    When
      coming under any one of the following paragraphs, A or B shall be entitled
      to


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    terminate
      this Agreement without requiring the notification of the other
      party.

    1.
      In the
      event of attachment, ancillary attachment, provisional disposition, or auction
      sale, or disposition for non-payment of taxes and other public charges or other
      disposition by public authority, or in the event of receipt of declaration
      of
      corporate consolidation, a filing of an application with the court to initiate
      corporate rehabilitation procedures, special conciliation procedures, or a
      filing of an application to initiate financial reconstruction under court
      supervision, bankruptcy or similar procedures, or declaration for an auction
      sale;

    2.
      In the
      event of receipt of administrative punishments such as revocation of business
      registration or a business license;

    3.
      In the
      event of grave concerns about the sound existence of the company, such as
      decrease in capital and discontinuation of business;

    4.
      In the
      event a draft or check has been dishonored; and 

    5.
      In the
      event of a breach of any of the provisions in this Agreement or individual
      agreements.

    


    Article
      10 (Consultation)

    Any
      matter not stipulated in this Consulting Agreement shall be settled amicably
      in
      good faith after due consultation between A and B.

    


    IN
      WITNESS WHEREOF, two (2) copies of this Agreement shall be made, and A and
      B
      hereto shall, after signing and affixing seals to the two copies, retain one
      copy each respectively. 

    


    26
      / Apr
      / 2004

    


    President
      Chihiro Tsuyuki

    ECOSS
      Inc.

    1-14-6
      Dougenzaka, Shibuya-ku, Tokyo, Japan

    


    President
      Yoshifumi Mamiya

    Athena
      & Partners Co., Ltd.

    302
      Minami Aoyama N95, 1-3-23 Minami Aoyama,

    Minato-ku,
      Tokyo, Japan


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule:

    


    Contract
      Sum

    For
      May
      and June, 2004: JPY 300,000 per month

    Consumption
      tax shall be separately added to the above sum.

    


    Payment
      Method

    Pursuant
      to provisions in Paragraphs 1 and 2 of Article 3, A shall make the remittance
      by
      the end of every month to the bank account designated by B.

    


    Regards,
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Memorandum

    


    This
      Memorandum is made and entered into by and between ECOSS, Inc. (hereinafter
      referred to as “A”) and Athena & Partners Co., Ltd. (hereinafter referred to
      as “B”) with respect to agreement of the following change to Schedule of
“Consulting Agreement” concluded on April 26, 2004. The parties hereto hereby
      agree as follows:

    


    1.
      Contract Sum

    As
      from
      October 2004

    JPY
      100,000 per month

    


    Consumption
      tax shall be separately added to the above sum.

    


    IN
      WITNESS WHEREOF, two (2) copies of this Memorandum shall be made, and A and
      B
      shall, after signing and affixing seals to both copies, each retain one (1)
      copy
      thereof. 

    


    01
      / Sep
      / 2004

    


    President
      Chihiro Tsuyuki

    ECOSS
      Inc.

    Shibuya
      HUMAX Bldg. 1-14-6 Dougenzaka, 

    Shibuya-ku,
      Tokyo, Japan

    


    President
      Yoshifumi Mamiya

    Athena
      & Partners Co., Ltd.

    302
      Minami Aoyama N95, 1-3-23 Minami Aoyama,

    Minato-ku,
      Tokyo, Japan