Exhibit 10.2


     

    
      

      

    

    
 

    Exhibit
      10.2

    


    CONTRACT
      FOR PROFESSIONAL CONSULTING SERVICES

    


    This
      professional consulting agreement is entered into by and between Andrew Austin,
      whose principal place of business is 1761 Cono Drive, El Cajon, CA 92020,
      hereafter referred to as “Consultant”, and Falcon Ridge Development, Inc., a
      business entity duly organized and operating under the laws of the State of
      Nevada, whose business address is 5111 Juan Tabo Boulevard N.E. Albuquerque,
      New
      Mexico 80202, hereafter referred to as the “Company.” Both Consultant and the
      Company may be collectively referred to as the “parties.”

    


    In
      consideration of the mutual promises, covenants and representations made herein,
      the parties agree as follows:

    


    WHEREAS,
      the Company is a business entity duly registered and operating under the laws
      of
      the State of Nevada; and

    


    WHEREAS,
      the Company is engaged in the lawful business of developing real estate;
      and,

    


    WHEREAS,
      the Company desires to establish a professional consulting relationship with
      Consultant, for the main purpose of having Consultant endeavor to use his
      professional expertise towards developing strategic alliances, joint ventures
      and/or mergers, as well as providing the Company with expertise and advise
      concerning its business structure and operations; and, 

    


    WHEREAS,
      Consultant is desirous of formalizing a contractual Relationship with the
      Company for the express purpose of developing strategic alliances, joint
      ventures and/or mergers, as well as providing the Company with expertise and
      advise concerning its business structure and operations;

    


    THUS,
      THE
      PARTIES AGREE AS FOLLOWS:

    


    ARTICLE
      ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY THIS
      AGREEMENT

    


    Section
      1.01 Parties
      to this agreement are Consultant and the Company identified above.

    


    Section
      1.02  For
      the
      purposes of this agreement, the parties’ respective addresses are: 

    


    (i)   the
      Company:     
      5111 Juan Tabo Boulevard N.E.      

                      Albuquerque,
      New
      Mexico 80202;

        (ii)   Consultant:     1761
      Cono
      Drive 

                           
      El Cajon, CA 92020

     


    
      
        Austin
          Consulting November 2006

         

      

      
         

        
          

        

      

      
         

      

    


    


    Section
      1.03 Any
      formal notices or communications needed to be made pursuant to this agreement,
      with the exception of typical daily communications necessary in order to fulfill
      the services which are the subject matter of this agreement, must be made to
      the
      respective parties at the addresses indicated in Section 1.02

    


    ARTICLE
      TWO: THE TERM OF THIS AGREEMENT

    


    Section
      2.01 This
      agreement, and the covenants and obligations assumed by the parties hereunder,
      shall last for a specific term of ONE Year from the date this agreement is
      signed by the parties hereto. If the parties hereto do not sign this agreement
      on the same day, then the term of the agreement shall be for ONE Year from
      the
      latter date this agreement is signed by either party.

    


    Section
      2.02 After
      this agreement becomes effective by both parties signing it, and after the
      term
      expires, this agreement may be renewed for another ONE Year term, as long as
      both parties are amenable to such a renewal. This renewal shall be accomplished
      by the parties signing a letter of renewal at least thirty (30) days before
      the
      original or pending twelve months term expires. This letter of renewal need
      only
      refer to this agreement and this subsection, and essentially state that both
      parties agree to a single twelve-month extension. Both parties must sign the
      letter of renewal. Once signed, the exact terms of this contract will be
      extended another twelve months, along with the same obligations and
      consideration on each parties behalf, that is, Consultant will continue to
      provide the same services provided for herein to the Company, and the Company
      will compensate Consultant similarly as provided for in the first or then
      pending twelve month term.

    


    Section
      2.03 If
      the
      parties do decide to renew the terms of this agreement for a successive ONE-Year
      term, all of the terms, provisions, covenants and obligations of this agreement
      will be renewed, unless otherwise modified pursuant to the express agreement
      of
      the parties herein.

    


    ARTICLE
      THREE: TERMINATION OF THIS AGREEMENT

    


    Section
      3.01 If,
      after
      the original term of this agreement, neither the Company or Consultant desires
      to continue on with the provisions hereof, then the declining party shall
      communicate this fact to the other at least thirty days before the expiration
      of
      the twelve months term, and the contract will lapse due to expiration of
      time.

    



    
      
        Austin
          Consulting November 2006

         

      

      
         

        
          

        

      

      
         

      

    


    Section
      3.02 If,
      however, either party commits a material breach of the covenants and obligations
      assumed hereunder, then, for cause, the non-breaching party may choose to
      terminate this agreement, and stop either performing the services called for
      herein, or cease paying the consideration called for in this agreement. A
      material breach of this agreement will mean either party’s failure to live up to
      the covenants and obligations assumed hereunder. If either party believes that
      a
      material breach of this agreement has, or is about to occur, then the ostensible
      non-breaching party shall communicate in writing with the breaching party and
      attempt to resolve any dispute. If the dispute cannot be resolved, then the
      parties agree to submit the dispute to arbitration. The parties shall choose
      an
      arbitrator from the list of arbitrators available at the Superior Court for
      the
      State of New Mexico, County of Bernalillo. The parties shall bear the costs
      of
      arbitration equally. The parties agree that the arbitration shall be non-binding
      and shall be governed by the rules set forth in the New Mexico Code of Civil
      Procedure applying to Civil Arbitration. The parties agree that if arbitration
      or other legal proceedings need to be initiated to enforce the terms or
      provisions of this agreement, the prevailing party, as that party is determined
      by an arbitrator or a court of competent jurisdiction, shall have the right
      to
      recover all costs and reasonable attorneys fees. Both parties agree to submit
      to
      the jurisdiction of the Superior Court for the State of New Mexico, County
      of
      Bernalillo.

    


    ARTICLE
      FOUR: COVENANTS UNDERTAKEN BY THE PARTIES -SERVICES AND CONSIDERATION
      THEREFOR

    


    Section
      4.01 Consultant
      agrees to perform the following consulting services on the Company’s behalf:


    


    a.
      Meeting and conferring with the Company’s management, board of directors,
      officers, accountants, managers, employees and the like in reviewing its
      business plans and operations; and

    


    b.
      Reviewing such documentation as Consultant may find necessary in evaluating
      the
      Company’s business plans, strategic alliance and joint venture opportunities on
      behalf of the Company; and

    


    c.
      Performing any analysis that Consultant determines is necessary in formulating
      plans, advice, recommendations and proposals to the Company regarding its
      business, strategic alliances and/or joint ventures; and

    


    d.
      Consultant shall render such consulting services under this Agreement at his
      own
      cost.

     

    Section
      4.02 As
      compensation for the faithful services assumed herein by Consultant, the Company
      agrees to pay to Consultant three hundred thousand (300,000) shares of common
      securities in the Company.

    


    a.
      It is
      agreed to by the parties hereto that said payment of stock shall become due
      and
      payable immediately upon the execution of this agreement.


    
      
        Austin
          Consulting November 2006

         

      

      
         

        
          

        

      

      
         

      

    


    


    


    b.
      It is
      also expressly agreed to by the parties hereto that said payment of FREE-TRADING
      stock by the Company to Consultant shall be non-cancelable.

    


    Section
      4.03 
      The
      Company also agrees to reimburse Consultant for any and all reasonable costs
      incurred by Consultant in the performance of the duties undertaken by this
      agreement, including, but not limited to: travel expenses, and long distance
      phone charges.

    


    


    


    ARTICLE
      FIVE: MODIFICATION

    


    Section
      5.01 This
      agreement, and the terms hereunder, cannot be modified unless by a signed
      writing executed by the parties hereto. The parties acknowledge that this
      agreement is the final expression of their agreement, and merges any and all
      previous oral and written agreements, negotiations and communications.


    


    ARTICLE
      SIX: GOVERNING LAW

    


    Section
      6.01 This
      agreement shall be governed and interpreted by the laws of the State of New
      Mexico. The Courts of the State of New Mexico, County of Bernalillo shall have
      jurisdiction over the interpretation and enforcement of this
      agreement.

    


    ARTICLE
      SEVEN: EFFECT OF WAIVER

    


    Section
      7.01 The
      waiver by either party of any particular clause or part of this agreement,
      or
      any obligation hereunder, shall not constitute a waiver of any or all of the
      remaining portions of this agreement. Likewise, the waiver by either party
      of
      any specific remedy, or part thereof, provided for under this agreement, shall
      not limit the waiving party’s right to any other remedy provided for under the
      law of the State of Nevada.

    


    ARTICLE
      EIGHT: AUTHORITY TO BIND PRINCIPALS

    


    Section
      8.01 Each
      party hereto acknowledges that they have complete authority to enter into this
      agreement either individually, or in a representative or agency capacity with
      a
      corporate, or other business entity.

    


    ARTICLE
      NINE: NO EMPLOYMENT RELATIONSHIP

    


    Section
      9.01 It
      is
      recognized and affirmed by the parties hereto, that Consultant is an independent
      contractor. Neither Consultant nor Consultant's employees (if any) or contract
      personnel are, or shall be deemed, the Company’s employees. In its capacity as
      an independent contractor, Consultant agrees and represents, and the Company
      agrees, as follows:

    


    a.  Consultant
      reserves the right to perform services for others during the term of this
      agreement; however, Consultant will not perform services for any competitors
      of
      the Company’s during the term of this agreement, or for a period of two years
      after the services rendered under this Agreement have been
      completed.

    


    b.
      Consultant has the sole right to control and direct the means, manner and method
      by which it performs the services to be rendered pursuant to this agreement.
      Consultant has the right to perform the services required under this agreement
      at any place or location or at any time it determines is
      appropriate.

    


    c.
      Consultant has the power to hire assistants, subcontractors, or to use employees
      or contract personnel to provide the services agreed to herein. The services
      to
      be provided by Consultant to the Company are to be performed solely by
      Consultant, or any assistants, subcontractors, employees or contract personnel
      whom Consultant deems are necessary to perform said services. the Company shall
      not hire, supervise or control any assistants to help Consultant, and neither
      shall the Company provide any training to said personnel. the Company shall
      not
      require that Consultant, or any of Consultant’s employees, assistants, contract
      personnel or subcontractors devote full time to the services to be performed
      herein.

    


    d.
      Consultant has complied with all federal, state and local laws requiring
      business permits, certificates, and licenses required to carry out the services
      to be performed under this agreement.

    


    e.
      The
      Company will not withhold FICA from Consultant’s payments or make FICA
 payments
      on Consultant’s behalf; the Company will not make state or federal unemployment
      compensation contributions on Consultant’s behalf; or, withhold  state
      or
      federal income taxes from Consultant’s payments.

    


    f.
      Consultant understands that neither Consultant nor Consultant’s employees or
      contract personnel are eligible to participate in any employee pension, health,
       vacation
      pay, sick pay, or other fringe benefit plan of the Company.

    


    g.
      The
      Company shall not obtain workers' compensation insurance on behalf of Consultant
      or any of Consultant’s employees, or contract personnel. If Consultant does have
      to hire employees or contract personnel in order to perform the services
      contemplated  under
      this agreement, then Consultant will bear all responsibility for acquiring
      workers' compensation insurance and agrees to hold the Company harmless from
      any
      claim for workers' compensation benefits filed by one of Consultant’s employees,
      subcontractors or contract personnel in performing the services rendered under
      this Agreement. Consultant also agrees to hold the Company harmless from all
      costs and attorney's fees in the event that any claim contemplated under this
      section by one of Consultant’s employees or contract personnel is
      filed.


    
      
        Austin
          Consulting November 2006

         

      

      
         

        
          

        

      

      
         

      

    


    


    


    h.
      The
      Company shall make no state or federal unemployment compensation payments on
      behalf of Consultant or any of Consultant’s subcontractors, employees, or
      contract personnel. Consultant will not be entitled to these benefits in
      connection with work performed under this agreement.

    


    ARTICLE
      TEN: CONFIDENTIAL INFORMATION

    


    Section
      10.01 The
      parties understand and acknowledge that each of them (and their respective
      employees, consultants and subcontractors) may have disclosed to it, in
      connection with the rendition of services and performance of their obligations
      of this agreement, confidential and/or proprietary information of the other
      party. The parties hereto agree that said confidential or proprietary
      information shall be held strictly confidential, and that should legal action
      become necessary to enforce this clause, the non-breaching party shall recover
      costs and attorney’s fees as expressed herein.

    


    ARTICLE
      ELEVEN: ASSIGNMENT

    


    Section
      11.01 Neither
      party hereto may assign this Agreement without the prior written consent of
      the
      other party signed by such other party's duly authorized representative, which
      consent may be given or withheld in the sole discretion of the applicable party
      whose consent is requested.

    


    ARTICLE
      TWELVE: COUNTERPART EXECUTION/FACSIMILE SIGNATURES

    


    Section
      12.01 This
      agreement may be executed in counterparts by the parties, with delivery to
      each
      party of the other party’s signature by facsimile being acceptable. Each
      executed copy of this agreement being so delivered shall be binding upon all
      parties hereto.

    


    


    FALCON
      RIDGE DEVELOPMENT, INC.
      (The
“COMPANY”)

    


    By: /s/
      FRED MONTANO

              FRED
      MONTANO

    


    Its: President/CEO

    


    Dated:
      November 20, 2006

    


    


    ANDREW
      AUSTIN
      (The
“CONSULTANT”)

    


    


    By: /s/
      ANDREW AUSTIN 

             
ANDREW
      AUSTIN

    


    Dated:
      November 20, 2006