CONSULTING AGREEMENT

      This Consulting  Agreement (this  "Agreement") is made and entered into as
of June  12,  2004,  between  Dr.  Lawrence  Madoff,  ("Consultant")  and  Micro
Bio-Medical Waste Systems, Inc. (the "Contractor").

                                   WITNESSETH:

      WHEREAS,  the  Contractor  desires to hire  Consultant to perform  certain
services for the Contractor; and

      WHEREAS,  Consultant  has agreed to perform such services  pursuant to the
terms of this Agreement.

      NOW  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

      SECTION 1.  SERVICES TO BE  PERFORMED.  Commencing as of June 12, 2004 and
ending as of June 11, 2005, unless this Agreement is earlier terminated pursuant
to the terms hereof (the  "Term"),  the  Contractor  shall engage  Consultant to
perform on behalf of the Contractor  those services  listed on Exhibit A, and to
otherwise consult with the Contractor as reasonably requested by the Contractor.
Consultant agrees to use his best efforts to diligently perform such services on
behalf of the Contractor.

      SECTION  2.  PAYMENT  FOR  SERVICES.   The  Contractor   shall  compensate
Consultant with 550,000 MBWS S-8 shares registered and free trading.

      SECTION 3. STATUS AS INDEPENDENT  CONTRACTOR.  Consultant acknowledges and
agrees that the services  hereunder are performed on an  independent  contractor
basis, and that Consultant is not an employee of the Contractor for any purpose,
including,  but not limited to, for  purposes of Federal,  state or local tax or
other  laws,  nor shall  Consultant  hold  himself  out to be an employee of the
Contractor.  Consultant agrees that as an independent  contractor,  compensation
paid hereunder is not subject to  withholdings  for social  security or Federal,
state  or  local  income  taxes,  and  Consultant  expressly  acknowledges  full
responsibility  for  reporting  of all  said  compensation  and  payment  of all
applicable taxes, including self-employment taxes, arising therefrom. Consultant
further agrees to indemnify and hold the Contractor  harmless to the extent that
the  Contractor  incurs any liability  arising out of, or in any way related to,
the  Consultant  being  classified  as an employee for any  purpose.  Consultant
acknowledges and agrees that where workers  compensation  coverage is applicable
to services performed hereunder,  it shall be his responsibility to provide such
coverage.  Consultant  acknowledges  and agrees that he is in no way entitled to
participate in any employee benefit plans or programs of the Contractor.

      SECTION 4.  RESTRICTIONS AND LIMITATIONS ON PERFORMANCE.  While performing
services under the terms of this Agreement, Consultant:

            (a) shall not engage in any business or  activities  in  competition
with the activities of the Contractor contemplated herein;

<PAGE>

            (b) shall not engage in any  business or activity  which  interferes
with or is in conflict with Consultant's obligations hereunder;

            (c) shall comply with the highest standards of practice and ethics;

            (d) shall not engage in any conduct that is  incompetent,  dishonest
or fraudulent; and

            (e) shall not  advertise or publicize the existence or nature of the
engagement created by this Agreement.

      SECTION 5. EXPENSES AND TRAVEL.  Consultant  shall be responsible  for the
arrangement and payment of Consultant's own insurance  coverage,  training,  any
membership  or  society   dues,   professional,   licensing   and   registration
requirements,  employees  and  assistants,  and  any  and  all  overhead  costs,
including but not limited to, meals,  supplies and materials.  Consultant shall,
at the  Contractor's  expense,  travel  to  such  locations  as  are  reasonably
specified by the Contractor for the purposes hereunder;  provided, however, that
each such  expense for which the  Contractor  shall be  responsible  for must be
agreed to by the Contractor prior to the time at which it is incurred.  Further,
arrangements  for  providing  Consultant's  transportation  and lodging for such
trips  shall  be made by the  Contractor  in  advance.  During  such  trips  the
Contractor shall use its commercially  reasonable  efforts to make key personnel
available to the Consultant.

      SECTION 6. INDEPENDENCE OF CONTRACTOR.  The Contractor agrees that neither
the Contractor,  nor the Contractor's agents or representatives,  shall have any
right to  control or direct the  details,  manners or means by which  Consultant
performs the services contemplated hereunder.

      SECTION 7. AUTHORITY OF CONSULTANT.  Consultant has no authority to act on
behalf of the Contractor or to enter into any contract or to incur any liability
on behalf of the Contractor, except with written consent of the Contractor.

      SECTION  8.  COOPERATION  AND  COORDINATION.   Consultant  shall  have  no
obligation  to perform  any  services  other than  those set forth  herein.  The
parties recognize that cooperation and a coordinated effort greatly  facilitates
the services to be performed by Consultant  and the business of the  Contractor,
and the parties agree to cooperate and coordinate  their efforts in a reasonable
manner upon request.

      SECTION 9. CONDUCT OF OTHER BUSINESS BY CONSULTANT. The parties agree that
at any time,  Consultant is free to accept other business or sales opportunities
in so far as it  does  not  breach  or  otherwise  interfere  with  Consultant's
obligations under this Agreement.

      SECTION 10. INDEMNITY PROVISIONS.  Consultant agrees to indemnify and hold
Contractor  harmless  and  will  defend  Contractor  against  any and all  loss,
liability,  damage,  claims,  demands or suits and related  costs and  expenses,
including  attorneys  fees,  that arise,  directly or  indirectly,  from acts or
omissions of Consultant, or from Consultant's breach of the terms and provisions
of this Agreement.

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<PAGE>

      SECTION 11. TRADE SECRETS AND CONFIDENTIAL INFORMATION.  During the course
of  Consultant's  engagement  with the  Contractor,  the Contractor may disclose
Trade Secrets and Confidential  Information  (defined below) to Consultant.  The
Trade Secrets and the  Confidential  Information  of the Contractor are the sole
and  exclusive  property  of the  Contractor  (or a third party  providing  such
information  to the  Contractor).  The  disclosure  of the Trade Secrets and the
Confidential  Information  of the  Contractor  to  Consultant  does not give the
Consultant  any  license,  interest  or  rights  of any kind in or to the  Trade
Secrets or Confidential Information.

            (a)   Consultant   may  use  the  Trade  Secrets  and   Confidential
Information solely for the benefit of the Contractor while Consultant is engaged
as a Consultant  for the  Contractor.  Consultant  shall hold in confidence  the
existence of this Agreement and the Contractor's  engagement of Consultant,  the
Trade Secrets and  Confidential  Information  of the  Contractor.  Except in the
performance of services for the Contractor,  Consultant shall not use, disclose,
reproduce,  distribute,  transmit, reverse engineer, decompile,  disassemble, or
transfer the Trade Secrets or the Confidential  Information of the Contractor or
any portion thereof.

            (b) Consultant represents that Consultant is not presently under any
contract  or  agreement  with any  party  that  would  prevent  Consultant  from
performing his duties under this  Agreement,  and that Consultant is not subject
to or in breach of any  agreement,  including any  agreements  concerning  Trade
Secrets or Confidential  Information  owned by any other party.  Consultant also
agrees that during the course of  Consultant's  engagement,  Consultant will not
use or  disclose  any  confidential  information  or trade  secrets of any other
entity  or  third-party   unless   authorized  in  writing  by  that  entity  or
third-party.

            (c) The  obligations  under this  Agreement with regard to the Trade
Secrets  of  the  Contractor  remain  in  effect  as  long  as  the  information
constitutes a trade secret under  applicable law. The obligations with regard to
the  Confidential  Information  of the  Contractor  shall remain in effect while
Consultant  is engaged by the  Contractor  in any  capacity  and for a period of
three (3) years thereafter.

            (d)  Consultant  agrees  to  return  to  the  Contractor,  upon  the
termination of Consultant's  engagement (for any reason), or upon request by the
Contractor, the Trade Secrets and Confidential Information of the Contractor and
all materials relating thereto.

            (e)  As  used  herein,  "Trade  Secrets"  means  information  of the
Contractor, and its licensors,  suppliers, clients and customers, without regard
to  form,  including,  but not  limited  to,  technical  or  nontechnical  data,
formulas,  patterns,  compilations,   programs,  devices,  methods,  techniques,
drawings,  processes,  financial data, financial plans, product plans, or a list
of actual or potential customers or suppliers, which is not commonly known by or
available to the public and which information (i) derives economic value, actual
or  potential,  from  not  being  generally  known  to,  and not  being  readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from  its  disclosure  or use and  (ii)  is the  subject  of  efforts  that  are
reasonable under the  circumstances to maintain its secrecy.  Trade Secrets also
include any information described in this paragraph which the Contractor obtains
from another party and which the Contractor  treats as proprietary or designates
as trade secrets,  whether or not owned or developed by the Contractor.  As used
herein, "Confidential Information" means information,  other than Trade Secrets,
that  possesses  an  element  of value to the  Contractor,  that is  treated  as
confidential,  and that would  potentially  damage the  Contractor if disclosed.

                                       3
<PAGE>

Confidential  Information  includes,  but is not limited to, (i) future business
plans,  (ii) the  composition,  description,  schematic  or design of  products,
future products or equipment of the  Contractor,  (iii)  communication  systems,
system designs and related  documentation,  (iv) advertising or marketing plans,
(v)  information  regarding  employees,  independent  contractors,  clients  and
customers  of the  Contractor,  (vi)  information  concerning  the  Contractor's
financial structure and methods and procedures of operation, and (vii) the terms
and conditions of this  Agreement.  Confidential  Information  also includes any
information  described  in this  paragraph  which the  Contractor  obtains  from
another party and which the  Contractor  treats as  proprietary,  whether or not
owned or  developed  by the  Contractor.  Confidential  Information  need not be
marked or stamped "confidential" to qualify as such under this Agreement.

      SECTION 12. WORK PRODUCT.  All Work Product  (defined  below) shall be the
exclusive  property of the  Contractor.  If any of the Work  Product may not, by
operation of law or  otherwise,  be  considered  the  exclusive  property of the
Contractor,  or if  ownership  of all right,  title,  and  interest to the legal
rights  therein  shall  not  otherwise  vest   exclusively  in  the  Contractor,
Consultant  hereby  assigns  to the  Contractor,  and upon the  future  creation
thereof automatically assigns to the Contractor,  without further consideration,
the ownership of all Work Product. The Contractor shall have the right to obtain
and hold in its own  name  copyrights,  patents,  registrations,  and any  other
protection available in the Work Product.  Consultant will promptly disclose any
and all such Work Product to Contractor. Consultant agrees to perform, during or
after  termination of  Consultant's  engagement by the  Contractor,  and without
requiring  Contractor  to provide  any  further  consideration  therefore,  such
further acts as may be  necessary  or desirable to transfer,  perfect and defend
the Contractor's ownership of the Work Product as requested by the Contractor.

      For purposes of this Agreement, "Work Product" shall mean all discoveries,
designs, Trade Secrets,  Confidential Information,  trademarks, data, materials,
formulas,  research,  documentation,  computer programs,  communication systems,
audio  systems,   system  designs,   inventions  (whether  or  not  patentable),
copyrightable  subject  matter,  works  of  authorship,  and  other  proprietary
information  or work product  (including  all  worldwide  rights  therein  under
patent, copyright,  trademark,  trade secret,  confidential  information,  moral
rights and other property  rights),  which Consultant has made or conceived,  or
may make or conceive,  either  solely or jointly with  others,  while  providing
services to  Contractor  or with the use of the time,  material or facilities of
Contractor or relating to any of  Contractor's  actual or  anticipated  business
known  to  Consultant  while  engaged  by the  Contractor,  or  suggested  by or
resulting  from any task assigned to Consultant or work  performed by Consultant
for or on behalf of Contractor.

      SECTION 13. TERMINATION OF ENGAGEMENT.

            (a) This Agreement shall terminate (i) immediately upon the death of
Consultant,  (ii) at the option of either party hereto without cause upon thirty
(30) days advance written notice from the terminating  party to the other party,
or (iii) upon the  termination  of this Agreement by the Contractor for "cause."
For the purposes of this Agreement, "cause" shall mean (i) any act by Consultant
of fraud or  dishonesty  (whether or not against or involving  the  Contractor),
(ii) Consultant's  competing with the business of the Contractor either directly
or  indirectly,  (iii)  Consultant's  breach of any  material  provision of this
Agreement,  (iv)  Consultant's  failure to devote his best efforts to his duties

                                       4
<PAGE>

under this Agreement or to perform such duties diligently and efficiently and in
accordance  with the  directions of the  Contractor or to otherwise  fulfill his
obligations  under this Agreement,  (v) Consultant's  failure to comply with the
decisions  or policies of the  Contractor,  (vi) any act of moral  turpitude  by
Consultant or (vii) any other matter constituting "cause" under applicable law.

            (b) This Agreement shall terminate  immediately  upon written notice
to  Consultant  if Consultant  shall at any time be  incapacitated  by reason of
physical or mental illness or otherwise incapable of performing the duties under
this Agreement for a continuous period of sixty (60) days.

            (c) The  Contractor's  obligation to pay  compensation to Consultant
under  Section  2  of  this  Agreement  shall  terminate  immediately  upon  the
termination of this Agreement for any reason.

      SECTION 14. INJUNCTIVE RELIEF.  Consultant acknowledges that breach of the
provisions of Sections 12 or 13 of this  Agreement  would result in  irreparable
injury  and  permanent   damage  to  the  Contractor,   which   prohibitions  or
restrictions Consultant acknowledges are both reasonable and necessary under the
circumstances,  singularly and in the aggregate, to protect the interests of the
Contractor.  Consultant  recognizes and agrees that the ascertainment of damages
in the event of a breach of the provisions of this Agreement would be difficult,
and that money damages alone would be an inadequate  remedy for the injuries and
damages which would be suffered by the Contractor  from breach of Sections 12 or
13 of this Agreement by Consultant.  Consultant  therefore agrees:  (i) that, in
the event of a breach of the provisions of Sections 12 or 13 of this  Agreement,
the  Contractor,  in  addition to and without  limiting  any of the  remedies or
rights  which it may have at law or in equity  or  pursuant  to this  Agreement,
shall have the right to injunctive  relief or other  similar  remedy in order to
specifically  enforce the  provisions  hereof;  and (ii) to waive and not to (A)
assert any defense to the effect that the Contractor  has an adequate  remedy at
law with respect to any such  breach,  (B) require  that the  Contractor  submit
proof of the  economic  value  of any  Trade  Secret,  or (C)  require  that the
Contractor post a bond or any other  security.  Nothing  contained  herein shall
preclude the Contractor  from seeking  monetary  damages of any kind,  including
reasonable fees and expenses of counsel and other expenses, in a court of law.

      SECTION 15.  NOTICES.  All notices  required and given  herewith  shall be
addressed to the  Contractor or Consultant  at the  designated  address as shown
below,  and shall be effective when personally  delivered by courier  (including
overnight  carriers)  or otherwise to the party to be given such notice or other
communication. The addresses for such notices shall be as follows:



            To Contractor:
                  Micro Bio-Medical Waste Systems, Inc.
                  5440 WEST SAHARA AVENUE
                  SUITE 206
                  LAS VEGAS, NV 89146

            To Consultant:
                  Dr. Lawrence Madoff
                  _______________________
                  _______________________

                                       5
<PAGE>

SECTION 16. MISCELLANEOUS.

            (a) This  Agreement  shall be  governed  by,  construed  under,  and
enforced and interpreted in accordance with the laws of the State of Nevada.

            (b) This  Agreement  constitutes  the entire  agreement  between the
parties  and  supersedes  any  prior   understanding  or  agreement  among  them
respecting the subject matter hereof.

            (c)  This  Agreement  may  not be  modified  or  amended  except  by
subsequent  instrument  in  writing  signed by the  parties  hereto.  No term or
condition of this Agreement shall be deemed to have been waived, nor shall there
be any estoppel  against the  enforcement  of any  provision of this  Agreement,
except by written instrument of the party charged with such waiver or estoppel.

            (d) If any term or  provision  of this  Agreement  is held  illegal,
invalid or unenforceable,  such illegality,  invalidity or unenforceability will
not affect the  legality,  validity or  enforceability  of the remainder of this
Agreement.

                           [SIGNATURES ON NEXT PAGE]

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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth above.


                                   CONTRACTOR:
                                   Micro Bio-Medical Waste Systems, Inc.


                                   By: /s/ Stephen D. Cummins
                                       -----------------------------------------
                                       Stephen D Cummins, CEO/President



                                   CONSULTANT:
                                   Dr. Lawrence Madoff


                                   By: /s/ Dr. Lawrence Madoff
                                       -----------------------------------------
                                       Dr. Lawrence Madoff

                                       7
<PAGE>

                                   EXHIBIT A
                                   ---------

                       Detail of Services to be Provided
                       ---------------------------------

Consultant shall

      Assist the companies in business development  activities including but not
      limited to the following:

      Identifying, qualifying and securing:

            Strategic acquisitions
            Partners
            Joint Venture Partners, and
            Merger candidates

      Providing  resources to assist the  companies  in  acquiring  technologies
      which may improve or augment the existing technologies.