Dated: June 15, 2005

BETWEEN:
           HOLMES HERBS, INC.
           Scottsdale, Arizona
           Phone No. (206)245-4779
           (herein referred to as the ("Company")
                                                        Of the First Part
AND:
           KARSTEN BEHRENS, with an office at
           Rue de L`Union 16, 1800 Vevey Switzerland
           Phone No. 0041 21 922 24 72
           (herein referred to as the "Consultant")
                                                        Of the Second Part
WHEREAS:

..    The Consultant has accepted an engagement to work for the Company in
accordance with the terms and conditions of this Agreement.

THIS AGREEMENT WITNESSES that in consideration of the premises, mutual
covenants and agreements herein contained, the parties agree as follows:


1.   Services:

The Consultant shall carry out the work description outlined in Schedule A.


2.   Compensation:

a)   The Consultant's remuneration is set forth in Schedule A.

b)   The parties acknowledge and agree that the Consultant in an independent
contractor of the Company, not an employee, and as such shall be responsible
for paying any and all taxes or employment benefits which are payable as a
result of fees and commissions paid to the Consultant by the Company.


3.   Term and Termination:

a)   The term of this Agreement commences on the date set out at the top of
the first page hereof and continues for the period of one year. The parties
may extend the term by mutual consent in writing.

b)   Either party may terminate this Agreement at any time and for any reason
upon providing the other party with thirty days written notice of termination.
Such termination shall not affect any amount owing, obligation or liability
existing or incurred prior to the date of such termination, including fees
payable to the Consultant.

4.   General:

a)   This Agreement shall not be modified, amended, rescinded or waived, in
whole or in part, except by written amendment signed by the parties hereto.

b)   Each of the parties acknowledges and confirms that he/she has been
provided sufficient opportunity to obtain the recommended independent legal
advice and understands the terms of, and its rights and obligations under this
Agreement.

c)   Time is of the essence with respect to the performance of obligations in
this Agreement.

d)   This Agreement shall inure to the benefit of and be binding on all of the
parties hereto and their respective executors, administrators, successors and
permitted assigns.

e)   This Agreement shall be construed and governed by the laws of the state
of Nevada.

f)   The headings to the articles, paragraphs, parts or clauses of this
Agreement and the table of contents are inserted for convenience only and
shall not affect the construction hereof.

g)   The following schedule(s) is incorporated into this Agreement by
reference:

     Schedule "A"      Work Description

h)   The parties hereto acknowledge that they have carefully read this
Agreement and understand and agree to be bound by all of the terms and
conditions found herein.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

Holmes Herbs, Inc.                     Karsten Behrens




/s/ John F. Metcalfe                   /s/  Karsten Behrens
Per: ____________________              _______________________
Authorized Signatory                   Signature



                           SCHEDULE A
                         Work Description

                            Services:

The Consultant agrees to perform the following services and undertake the
following responsibilities and duties to the Company to be provided by the
Consultant to the Company as consulting services (the "Consulting Services"):

      (a)   Corporate Planning and Business Development
            -------------------------------------------

            .  The Consultant will review the Company's business plan and
               make strategic recommendations that will enhance and optimize
               the development of the Company. The Consultant will assist the
               Company in updating its business plan to reflect the
               recommendations adopted by the Company.

            .  The Consultant will consult with the Company concerning
               on-going strategic corporate planning.

            .  The Consultant will be available to attend Board and Management
               meetings whenever necessary.

      (b)   reporting to the President of Company;

      (c)   performing such other duties and observing such instructions as
            may be reasonably assigned from time to time by the President of
            the Company, provided such duties are within the scope of the
            Company's business and services to be provided by the Consultant.

The Consultant shall devote such time, attention and energies to the business
affairs of the Company as may be reasonably necessary for the provision of the
Consulting Services, provided, however, the Consultant may engage in other
activities that do not interfere with the Consultant's obligations hereunder.

In providing the Consulting Services, the Consultant will:

      (a)   comply with all applicable federal, state, local and foreign
            statutes, laws and regulations;

      (b)   not make any misrepresentation or omit to state any material fact
            that will result in a misrepresentation regarding the business of
            the Company; and

      (c)   not disclose, release or publish any information regarding the
            Company without the prior written consent of the Company.

The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company.

The Consulting Services provided under this Agreement shall not include:

      (a)   services in connection with the offer or sale of securities in a
            capital-raising transaction;

      (b)   services that directly or indirectly promote or maintain a market
            for the securities of the Corporation including without limitation
            the dissemination of information that reasonably may be expected
            to sustain or raise or otherwise influence the price of the
            securities;

      (c)   services providing investor relations or shareholder
            communications;

      (d)   consultation in connection with financing that involves any
            issuance of the Company's securities, whether equity or debt.

Compensation:

Seven hundred and fifty thousand (750,000) common shares of the Company,
issued and delivered at the commencement of this Agreement.