WANNIGAN CAPITAL CORP




WANNIGAN CAPITAL CORP,

1109 7TH
COURT 

FOX ISLAND, WASH 98333

TELEPHONE: (253)
549-4336

FACSIMILE: (253)
549-4FAX

FACSIMILE: (253)
549-4329




"-building companies for the future"


BUSINESS CONSULTING AGREEMENT


This AGREEMENT made this 1st day of February, 2004 by and
between: 





  
    
      
        MOJO ENTERTAINMENT, INC

      

    

  




    

  


whose principal place of business is





  
    
      
        1109 7TH
        COURT

        FOX ISLAND, WA

        98333. 

      

    

  




  



(hereinafter the "Company") and; 




        WANNIGAN CAPITAL CORP., 

      
    
  

located at:



  
    
      
        1109 7TH COURT

        FOX ISLAND, WASH 98333

        TELEPHONE: (253) 549-4336

        FACSIMILE: (253) 549-4FAX

        FACSIMILE: (253) 549-4329

      

    

  




. 

(hereinafter the "Consultant").



WITNESSETH



In consideration of the mutual promises hereinafter made by
each to the other, Consultant and Company agree as follows:


    WHEREAS, the Company wishes to retain the Consultant to act as a
    consultant in the areas of Corporate growth and Acquisition,, accounting,
    business affairs, business operations, and financial and public company
    structuring;

    
    AND WHEREAS, The Consultant has substantial experience in the areas
    of Corporate growth and Acquisition, accounting, business operations and
    supervision of the business affairs of both private and publicly traded
    companies and wishes to assume such responsibilities for the Company.

     

    
    WITNESSETH

    
  


NOW, THEREFORE, the parties agree as follows:



  	TERM: This Agreement shall be for a term of six months commencing
    the first day of February, 2004.


    	
    NATURE OF SERVICES: During
    the term of this Agreement Consultant shall provide, inter alia, perform the
    following services in a timely and professional manner:






(a)  
        Attend meetings of the Company's Board of directors or Executive
        Committee(s) when so requested in writing 
        by the Company;

        (b)  
        Attend meetings for and at the request of the Company and review,
        analyze and report on proposed business opportunities;

        (c)  
        Consult with the Company concerning strategic corporate planning and
        investment policies, including any revision of the Company's business
        plan when requested by the company;

        (d)  
        Assist in negotiating potential acquisitions and mergers;

        (e)  
        Assist in the implementation of short term and long term strategic
        planning as required by the Company;

        (f)   
        Implementation of short range and long term strategic planning to fully
        develop and enhance the Company's assets, resources, products and
        services;

        (g)  
        Advise the Company of means to restructure its debt and financial
        obligations if necessary;

        (h)  
        Negotiate with lenders regarding the issuance or restructuring of such
        debt obligations;

        (i)   
        Assist the Company in the monitoring of services provided by the
        Company's advertising firm, public relations firm (if other than the
        Consultant) and other professionals to be employed by the Company; 

        (j)   
        Maintain the books and records of the Company in accordance with the
        instructions of the Company's Auditors and in accordance U.S. GAP if so
        requested by the Company;

        (k)  
        Prepare and submit monthly reports on the financial condition of the
        Company to Management and the Board of Directors when requested;

        (l)   
        Prepare all necessary regulatory and statutory filings required of the
        Company; and

        (m) 
        Act as liaison between the Company and its Auditor.

      
    
    
  


  	Transaction specific services. The services contracted under this
    agreement shall specifically include the following:





        a)    
        arrange for the acquisition of Company by a publicly trading fully
        reporting  corporation if the Company so desires.

        b)    
        Structuring in accordance with SEC and NASD criteria of such
        transaction.

        c)    
        If and when deemed appropriate, structuring and arranging for the
        parent corporation to do a dividend spin-off through a dividend of
        shares to the current shareholders of the parent in accordance with SEC
        and NASD criteria.

        d)   
        Utilize its best efforts under the rules and regulations in place at
        such time of spin off to preserve the trading properties of such
        dividended shares such that the new Company can become a publicly traded
        and reporting vehicle on its own.

        e)   
        Assist the Company's Legal council in filing appropriate SEC forms (
        most likely Form 10) to enable the Company to maintain its fully
        reporting status.

      

      
       

    
  


  	IT IS AGREED that the Consultant's services will not include any
    services that constitute the rendering of legal opinions or performance of
    any work that it is the ordinary purview of a registered broker/dealer.

 


    	COMPENSATION: The Company agrees to compensate Consultant for its
    services:


  
    
      
        (a) by the delivery to
        the Consultant of 10,000 Restricted Rule 144 Common Shares of the
        Company; and

        
        (b) payment to the
        Consultant of $15,000

        
        (c) payment to the
        Consultant of pre-approved expenses for the term of this Agreement.

      

    

  

  
  	CONFIDENTIALITY: Consultant will not disclose to any other person,
    firm or corporation, nor use for his own benefit, during or after the term
    of this Consulting Agreement, any trade secrets or other information
    designated as confidential by the Company which is acquired by Consultant in
    the course of his performing services hereunder ( a trade secret is
    information not generally known to the trade, which gives the Company an
    advantage over its competitors. Trade secrets can include, by way of
    example, products or services under development, production methods and
    processes, sources of supply, customer lists, marketing plans and
    information concerning the filing of pendency of patent applications). Any
    management advice rendered by Consultant pursuant to this Consulting
    Agreement may not be disclosed publicly in any manner without the prior
    written approval of Consultant.






  	
    INDEMNIFICATION: The Consultant shall
    indemnify and hold the Company, its affiliates, control persons, officers,
    employees and agents harmless from and against all liabilities, where a
    court of competent jurisdiction has made a final determination that
    Consultant engaged in negligence or willful misconduct in the performance of
    its services hereunder which gave rise to the losses, claim, damage,
    liability, cost or expense sought to be recovered hereunder. The provisions
    of this paragraph shall survive the termination and expiration of this
    Consulting Agreement.



    	TERMINATION: The Parties agree that either Party shall have the
    right to terminate this Agreement without cause and without notice or
    payment in lieu thereof upon the giving by the Terminating Party to the
    Terminated Party written notice of such termination, which shall be
    effective immediately upon delivery of such notice. Provided however, that
    such termination does not relieve either party of obligations which have
    accrued to the other and, in the event that notice is given by the
    Consultant, the Consultant shall be obligated to complete all filings
    required of the Company and due within 45 days of the giving of such notice.


    	
    HEADINGS: The headings in
    this Agreement are for reference purpose only and shall not in any way
    affect the meaning or interpretation of this Agreement.



    	
    SEVERABILITY OF PROVISIONS:
    The invalidity or unenforceability of any term, phrase, clause, paragraph,
    restriction, covenant, agreement or other provision of this Agreement shall
    in no way affect the validity or enforcement of any other provision or any
    part thereof



    	
    WHOLE AGREEMENT: This
    Agreement constitutes and contains the entire agreement and understanding
    between the parties and supersedes all prior agreements, memoranda,
    correspondence, communications, negotiations and representations, whether
    oral or written, express or implied, statutory or otherwise between the
    parties or any of them with respect to the subject matter hereof. This
    Agreement may not be changed orally but only by an agreement in writing,
    signed by the party against which enforcement, waiver, change, modification
    or discharge is sought.



    	
    NOTICES: All notices to be
    given hereunder shall be in writing and sent by fax or registered and
    certified mail, postage prepaid to the following addresses., sent to the
    appropriate Party as set out below(or to such other address or addresses as
    either Party may, in writing, notify the other of), provided however, that
    notices given by fax transmissions shall be deemed to have been given at the
    time and on the dated disclosed by the corresponding fax transmission
    confirmation sheet and, if given by Registered Mail, shall be deemed to have
    been given five (5) clear days after mailing: 




If to the Company



  
    
      
        
          WANNIGAN
          CAPITAL CORP,

          ATTN: KEVIN M.
          MURPHY

          AS CHIEF
          EXECUTIVE OFFICER

          1109 7TH
          COURT

          FOX ISLAND,
          WASH 98333

        

      

    

  




If to Client: 



  
    
      
        
          MOJO ENTERTAINMENT, INC

          1109 7TH COURT

          FOX ISLAND, WASH 98333

        

      

    

  




            

            
          
        
      
    
  
  


  	
    LAW: This
    agreement is governed and construed under the laws of the state of Nevada.
    



    	
    MISCELLANEOUS: 




(a) All final decisions with respect to consultation, advice and
        services rendered by Consultant to the Company shall rest exclusively
        with the Company;

        (b) This Agreement contains the entire agreement of the parties
        hereto and there are no representations or warranties other than those
        contained herein. Neither party may modify this Agreement unless the
        same is in writing and duly executed by both parties hereto;

        (c) In the event this Agreement or performance hereunder contravene
        public policy or constitute a material violation of any law or
        regulation of any federal or state government agency, or either party
        becomes insolvent or is adjudicated bankrupt or seeks the protection of
        any provision of the National Bankruptcy Act, or either party is
        enjoined, or consents to any order relating to any violation of any
        state or federal securities law, then this Agreement shall be deemed
        terminated, and null and void upon such termination; neither party shall
        be obligated hereunder and neither party shall have any further
        liability to the other;

        (d) Any controversy or claim arising out of or related to this
        Agreement shall be litigated in the Courts of the State of Nevada and
        the law applicable to any such dispute shall be the law of the State of
        Nevada.

        (e) The Consultant acknowledges that he has been advised by the
        Company to obtain independent legal advice with respect to this
        Agreement, that he has either obtained such advice or has waived his
        right to such..

        (f) This Agreement may be signed in counterpart.

         

      
    
    . 

    

  

IN WITNESS WHEREOF, the parties hereto have hereunder signed
their names as hereinafter set forth.



 

By:/s/ Kevin
Murphy                   
         By:/s/ Bob
DeKett                               




                                                               


Kevin M. Murphy/
CEO-President         Bob DeKett/
President 

Wannigan Capital
Corp.                        
Mojo Entertainment, Inc.

( a Colorado
Corporation)                    
(a Nevada Corporation)



February 1, 2004                          
        February 1, 2004                               


(Date)                                                   
(Date)