Exhibit 10.5

                              CONSULTING AGREEMENT

This  Agreement  made with effect from 14st day of October 2010 (the  "Effective
Date"), among:

          ADD- ON (Add-On Exchange INC.), a company having an office at address:
          410 Park Avenue, Suite 1981,New York, NY, 10022 (the "Company")

And:

          STRATEGIC  MANAGEMENT  CONSULTANCY LLC, a New York company,  having an
          address at REDACTED ("strategic")

          (Strategic referred to as "Consultant")

Whereas:

1.   The Company has agreed to retain  Strategic to provide  certain  consulting
     services  as  outlined  in Appendix 1  ("Service"  or the  "Services")  and
     Strategic  has agreed to provide such services to the Company in accordance
     with the terms and conditions contained herein;

2.   Strategic  will,  through  the  services  of the  Contractor,  perform  the
     Services to be provided by Strategic to the Company; and

3.   The Company has also requested that Strategic and the Contractor  commit to
     obligations of  confidentiality  as a condition to being engaged to perform
     the Services and Strategic and the Contractor have agreed to do so;

NOW THEREFORE  THIS  AGREEMENT  WITNESSES  THAT in  consideration  of the mutual
promises and covenants herein contained the parties hereby covenant and agree as
follows:

                          GENERAL TERMS AND CONDITIONS

DEFINITIONS

1.   Unless the context requires  otherwise,  the following terms shall have the
     meanings set out below when used in this Agreement:

     A)   "CONFIDENTIAL  INFORMATION" means trade secrets and other information,
          in the possession of or owned by Add-on or companies or  organizations
          affiliated,  associated or related to Add-on,  or by their  respective
          suppliers, customers, or other existing or potential business partners
          and  collaborators,  that is not  generally  known to the  public  and
          including, without limitation, all Developments, research results, and
          related  documentation,   financial  information,   legal,  corporate,
          marketing, product, technical, manufacturing, personnel, customer, and
          supplier  information and any other  information,  in whatever form or
          media,  specifically  identified as confidential by Add-on, the nature
          of which is such that it would generally be considered confidential in
          the industry in which Add-on operates,  or that Add-on is obligated to
          treat as confidential or proprietary;
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     B)   "DEVELOPMENTS"  means  all  inventions,  improvements,   enhancements,
          modifications,  discoveries,  formulae,  processes, ideas, techniques,
          systems, methods, algorithms, Deliverables, computer software, and any
          other  direct  or  indirect  results  of the  Services  or other  work
          performed by Consultant for Add-on; and

     C)   "SERVICES" means the services to be performed by Consultant under this
          Agreement, as may be specified in Schedule "1" to this Agreement,  and
          which shall include, without limitation, the delivery to Add-on of all
          Deliverables.

PARTICULARS OF SERVICES

2.   GENERAL  OBLIGATIONS OF THE PARTIES - Consultant shall perform the Services
     and Add-on shall pay  Consultant  for the Services in  accordance  with the
     terms and conditions set out in this  Agreement,  including in Schedule "1"
     hereto.

3.   NATURE OF DELIVERABLES - "SERVICES" also includes,  without limitation, the
     delivery to Add-on of all  Deliverables.  If the  Deliverables  include any
     item(s) of software,  the Deliverables shall be deemed to include,  in both
     source code and object code forms,  the final  version and all  preliminary
     versions of the software and all routines and  subroutines,  as well as all
     program  material,   flowcharts,  models,  notes,  outlines,  work  papers,
     descriptions,  and other  documents  created  or  developed  in  connection
     therewith,  the resulting  screen  formats and other visual  effects of the
     software.

4.   TERM OF AGREEMENT - This Agreement  shall be deemed to have come into force
     and effect as of the  reference  date set out above and continues in effect
     until the end of the Term identified in Schedule "1" .

5.   PROJECT MANAGER - The Project Manager (as identified in Schedule "1") shall
     be Consultant's primary contact at Add-on.

6.   PAYMENT - As full and complete  consideration  for the  performance  of the
     Services,  Add-on shall pay  Consultant  the Fees set out in Schedule  "1".
     Add-on shall pay fees due to  Consultant  within  thirty (7) calendar  days
     after  receipt  by Add-on of an  invoice  which  provides  the  information
     required in the following section.

7.   INVOICES - Each invoice  submitted to Add-on by Consultant shall detail the
     Fees payable, which will be presented as a monthly invoice and will include
     any applicable taxes where relevant.

8.   REIMBURSEMENT   OF  EXPENSES  -  Consultant  may  submit   invoices  for  a
     reimbursable  expense for up to ninety days after the expense is  incurred.
     Each such invoice must be accompanied by the appropriate  receipts.  Add-on
     shall reimburse such expenses within thirty (7) calendar days after receipt
     by Add-on of proper invoices and receipts.  Add-on shall have no obligation
     to reimburse  Consultant for any expense that is not submitted to Add-on in
     accordance with this section.

INDEPENDENT CONTRACTOR STATUS

9.   NATURE OF  RELATIONSHIP  -  Consultant  shall  perform  the  Services as an
     independent  contractor and not as an employee.  Nothing  contained in this
     Agreement   shall  be  construed  to  create  or  imply  a  joint  venture,
     partnership,   principal-agent,  or  employment  relationship  between  the

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     parties.  Unless the Project Manager specifically  authorizes Consultant in
     writing to do so,  Consultant  shall not act or purport to be acting as the
     legal agent of Add-on,  and Consultant  shall not enter or purport to enter
     into any agreement on behalf of Add-on or otherwise bind or purport to bind
     Add-on or cause Add-on to incur liability in any manner whatsoever.

WARRANTIES AND INDEMNIFICATION

10.  REPRESENTATIONS AND WARRANTIES - Consultant represents and warrants to, and
     covenants with, Add-on that:

     ABILITY TO PERFORM SERVICES

     a)   Consultant  has the  absolute  right  to make the  assignments  of the
          right, title, and interest in and to the Developments  contemplated in
          this Agreement;

     QUALITY OF PERFORMANCE

     b)   the Services will be performed in a competent and professional manner;

     c)   Consultant   shall,  in  exercising  his  powers  and  performing  his
          functions, act honestly and in good faith and in the best interests of
          the  Company,  shall  exercise  the  care,  diligence  and  skill of a
          reasonably  prudent  person,  shall devote such  business  time to the
          business  and  affairs  of the  Company as may be  required  under the
          conditions  stipulated  in Schedule 1 to  discharge  his  duties,  and
          perform faithfully and efficiently such responsibilities;

     d)   any  Deliverable  supplied under this Agreement shall have no material
          inherent defects,  shall, at the time of its delivery,  conform to and
          operate in accordance with all  specifications for such Deliverable as
          may be set out in Schedule "1" or otherwise  provided to Consultant by
          Add-on  and all  specifications  for  such  Deliverable  generated  by
          Consultant and approved by Add-on;

     PART-TIME BASIS

     e)   the Company  acknowledges  that Consultant  provides services to other
          parties  and  Consultant  covenants  to provide  the  Services  to the
          Company as stipulated in Schedule 1;

     THIRD PARTIES

     f)   the  performance of this Agreement will not breach any other agreement
          entered into by Consultant or by which Consultant is bound;

     g)   all  Developments  will be original to Consultant  and, to the best of
          Consultant's  knowledge,  will not infringe the intellectual  property
          rights or other rights of any third party;

TERMINATION OF AGREEMENT

11.  TERMINATION  OF  AGREEMENT  FOR  CONVENIENCE  -  Notwithstanding  any other
     provision in this Agreement, either Add-on or Consultant may terminate this
     Agreement  at any time for  convenience  provided  that  either  such party
     delivers to the other  written  notice of its  intention  to do so at least
     ninety (90) calendar days prior to the effective date of termination.

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12.  PAYMENT  UPON  TERMINATION  FOR  CONVENIENCE  - If Add-on  terminates  this
     Agreement for convenience,  Add-on shall pay Consultant up to the effective
     date of termination of this contract as set out in schedule "1".

13.  TERMINATION OF AGREEMENT WITH CAUSE -  Notwithstanding  any other provision
     in  this   Agreement,   Add-on  may  terminate  this  Agreement   effective
     immediately upon delivery of notice of termination to Consultant if:

     a)   Consultant becomes  insolvent,  or a receiver or  receiver-manager  is
          appointed  for any part of the property of  Consultant,  or Consultant
          makes an assignment,  proposal,  or arrangement for the benefit of its
          creditors or  Consultant  files an assignment  in  bankruptcy,  or any
          proceedings  under any  bankruptcy  or  insolvency  laws are commenced
          against Consultant.

14.  PAYMENT UPON  TERMINATION  FOR CAUSE - If Add-on  terminates this Agreement
     for any cause  whatsoever,  it shall pay to Consultant all monies up to and
     including the last month of the term set out and described as  "termination
     date" in schedule "1".  This is  regardless as to whether  Add-on wishes to
     dispense  of the  services  during  any  part of the set  time  laid out in
     schedule "1" as being between the start date and termination date.

15.  RETURN  OF  MATERIALS,  EQUIPMENT,  AND  CONFIDENTIAL  INFORMATION  -  Upon
     termination or expiration of this Agreement, or at any time upon request by
     Add-on,  Consultant shall immediately deliver up to Add-on, at Consultant's
     own expense and risk,

     a)   all  Developments  in Consultant's  possession,  charge,  control,  or
          custody; and

     b)   all  Confidential  Information and all copies  thereof,  and all other
          materials,  documents,  information,  contracts, equipment, materials,
          and property, in Consultant's possession,  charge, control, or custody
          that are owned by, or related in any way to the business or affairs of
          Add-on.

     Consultant shall return any equipment,  materials, or property furnished by
     Add-on to Consultant in the same  condition in which they were furnished by
     Add-on,  reasonable wear and tear excepted.  Add-on agrees to reimburse the
     Consultant  for any  reasonable  shipping costs incurred to comply with the
     foregoing.

CONFIDENTIALITY

16.  CONFIDENTIAL  INFORMATION - Consultant acknowledges that in order to enable
     Consultant to perform the Services,  Add-on will disclose to Consultant, or
     allow Consultant access to,  Confidential  Information.  Consultant further
     acknowledges that such information is of significant value to Add-on.

17.  EXCLUSION  -  The  non-disclosure  obligations  of  Consultant  under  this
     Agreement shall not apply to Confidential  Information  that Consultant can
     establish:

     a)   is, or becomes,  readily  available to the public other than through a
          breach of this Agreement;

     b)   is disclosed,  lawfully and not in breach of any  contractual or other
          legal obligation, to Consultant by a third party; or

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     c)   through written records, was known to Consultant, prior to the date of
          first  disclosure  of the  Confidential  Information  to Consultant by
          Add-on.

18.  OWNERSHIP  OF  CONFIDENTIAL  INFORMATION  -  Consultant  acknowledges  that
     Confidential Information is and shall be the sole and exclusive property of
     Add-on or its  designate and that  Consultant  shall not acquire any right,
     title, or interest in or to any Confidential Information.

19.  DISCLOSURE - Consultant  shall keep all Confidential  Information  strictly
     confidential and shall take all necessary  precautions against unauthorized
     disclosure  of  the  Confidential  Information  during  the  term  of  this
     Agreement  and  thereafter.  Without  limitation,   Consultant  shall  not,
     directly or  indirectly,  disclose,  allow access to,  transmit or transfer
     Confidential  Information  to  a  third  party  without  Add-on's  consent.
     Notwithstanding the foregoing,  to the extent that Consultant can establish
     it is required by law to disclose any Confidential Information, it shall be
     permitted to do so, provided that notice of such requirement to disclose is
     first  delivered  to  Add-on,   so  that  it  may  contest  such  potential
     disclosure.

20.  USE AND REPRODUCTION - Consultant  shall not use or reproduce  Confidential
     Information  in any  manner  except as  reasonably  required  to fulfil the
     purposes of this Agreement. Consultant shall ensure that any such copies of
     Confidential  Information  are clearly  marked or otherwise  identified  as
     confidential   and  proprietary  to  Add-on,   and  that  all  Confidential
     Information  and copies  thereof are stored in a secure  location  while in
     Consultant's possession, control, charge, or custody.

21.  BREACH  NOTIFICATION - If for any reason Consultant does not comply with or
     anticipates that it will be unable to comply with the  confidentiality  and
     privacy  provisions  of this  Agreement  in any respect,  or if  Consultant
     becomes aware of an actual,  anticipated,  or threatened breach of security
     of or misuse of any Confidential  Information (an  "INCIDENT"),  Consultant
     shall promptly  notify Add-on of the particulars of the Incident and of the
     steps it proposes to take to prevent the  occurrence  or  recurrence of any
     further Incident.

22.  PERSONAL  INFORMATION - Consultant shall (i) collect,  use,  disclose,  and
     retain  Personal  Information  only as required  to fulfil its  obligations
     hereunder,  (ii) take  appropriate  measures  to  ensure  the  privacy  and
     security of all Personal Information,  including taking measures to prevent
     unauthorized access, collection, use, disclosure, copying, modification, or
     disposal,  and (iii) comply with all applicable laws or regulations related
     to privacy or data protection.  In this Agreement,  "PERSONAL  INFORMATION"
     means information about an identifiable  individual that is transferred to,
     collected or compiled by, or otherwise  held or accessed by Consultant  for
     or on behalf of Add-on.

OWNERSHIP OF DEVELOPMENTS AND LICENSING OF CONSULTANT'S PROPERTY

23.  OWNERSHIP  OF  DEVELOPMENTS  - Add-on shall be the  exclusive  owner of the
     Developments  and of  all  intellectual  property  rights  in  and to  such
     Developments.  Consultant  hereby assigns to Add-on all right,  title,  and
     interest throughout the world, including without limitation, all copyright,
     trade-marks,  trade  secrets,  patent  rights,  and any other  intellectual
     property  right in and to each  Development,  effective at the time each is
     created.  Consultant covenants that Consultant shall not, either during the
     term of this Agreement or thereafter,  directly or indirectly,  contest, or
     assist any third party to contest,  Add-on's  ownership of the Developments
     or of any intellectual  property rights related thereto.  Consultant hereby
     waives his or her moral rights in each  Development,  effective at the time
     any such particular Development is created.

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24.  DISCLOSURE  OF  DEVELOPMENTS  -  Consultant  agrees to make full and prompt
     disclosure of all Developments to the Project Manager.

MISCELLANEOUS

25.  INFORMATION  REGARDING  AGREEMENT - Consultant shall not, without the prior
     written  consent of Add-on,  disclose or advertise in any manner the nature
     of the Services  performed  under this Agreement or the fact Consultant has
     entered into this Agreement with Add-on.

26.  ASSIGNMENT,  SUBCONTRACTING,  AND SUCCESSION - Consultant  shall not assign
     this Agreement or  subcontract  or purport to assign or subcontract  any of
     Consultant's  rights or  obligations  under this  Agreement  without  first
     obtaining  Add-on's  written  consent.  If such  consent  is  given  on any
     particular  occasion,  it  shall  still  be  required  for  all  subsequent
     assignments  and  subcontracts.  Add-on may assign  this  Agreement  or its
     rights hereunder, in whole or in part. This Agreement shall be binding upon
     the parties  hereto and their  respective  lawful  successors and permitted
     assigns.

27.  SEVERABILITY - If any one or more of the provisions of this Agreement shall
     for any reason be held to be illegal,  in any respect,  any such  provision
     shall be severable from this Agreement, in which event this Agreement shall
     be construed as if such provision had never been contained herein.

28.  NOTICE  -  Any  notices,  reports,  or  other  communications  required  or
     permitted to be given under this Agreement shall be in writing and shall be
     sufficient if delivered by hand or sent by double registered mail, courier,
     or  facsimile  addressed  to  Add-on  or  Consultant  at  their  respective
     addresses  shown on the first page of this  Agreement,  to the attention of
     the  Project  Manager  in the case of Add-on,  or to such other  address or
     individual  as one party  advises  the  other  party in  writing.  Any such
     notices,  reports,  or other  communications  shall be  deemed to have been
     received by the  party(ies)  to whom they were  addressed  upon delivery by
     hand,  double  registered mail,  courier,  or facsimile  (provided that the
     receiver  acknowledges  receipt  of the  facsimile  in some  fashion)  when
     received.

29.  SURVIVAL - Any provision of this Agreement  that expressly  states it is to
     continue in effect after  termination or expiration of this  Agreement,  or
     that by its nature would  survive the  termination  or  expiration  of this
     Agreement, shall do so.

30.  GOVERNING  LAW - This  Agreement  shall be governed by and  interpreted  in
     accordance  with the laws of the province of New York,  excluding  rules of
     private  international  law that lead to the application of the laws of any
     other  jurisdiction.  The courts of New York  shall have the  non-exclusive
     jurisdiction to hear any matter arising in connection with this Agreement.

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31.  COUNTERPARTS - This Agreement may be executed in counterparts, or facsimile
     counterparts, each of which when executed by either of the parties shall be
     deemed to be an original and such  counterparts  shall together  constitute
     one and the same Agreement.

The parties  executed  this  Agreement on the date(s) set out below after having
the opportunity to discuss this Agreement with their legal advisors.  Each party
represents  and warrants  that its  respective  signatory is duly  authorized to
execute this Agreement on its behalf.


ADD-ON                                     STRATEGIC MANAGEMENT CONSULTANCY LLC.

By: /s/ John Rafuse                        By: /s/ Malcolm Myers
    --------------------------------           ---------------------------------

Name: John A Rafuse                        Name: Malcolm Myers
    --------------------------------           ---------------------------------

Title: CEO                                 Title: Member
    --------------------------------           ---------------------------------

Date: October 15th, 2010                   Date: October 16 2010
    --------------------------------           ---------------------------------


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                                  SCHEDULE "1"

                       PARTICULARS OF CONSULTING AGREEMENT
                                 BETWEEN ADD-ON
                    AND STRATEGIC MANAGEMENT CONSULTANCY LLC.

1.   SERVICES:

     (a)  Description of Services:

          Services and duties will include, but are not limited, the following:

          *    Advise the  Project  Manager  and Board of  Directors  on matters
               related to finance, operations and corporate strategy.
          *    Liaise with auditors,  accountants and lawyers as directed by the
               Company.
          *    Development  and help In the  process  and  delivery  of improved
               management  information  to  all  elements  of  the  Company,  as
               directed by the Company.
          *    Oversee  the  development  and   implementation   of  operational
               policies and procedures as directed by the Company.
          *    Attend and represent the Company at meetings as required
          *    Advise and help in obtaining  further  investor  finance from 3rd
               parties as and when the company requires.
          *    Operate and maintain office in New York.

     (b)  Locations(s)  where  work  to  be  performed:  The  Services  will  be
          primarily  performed at the  Consultant's  offices located in Monroe ,
          NY.

2.   TERM:

     (a)  Start Date: From the signing of this contract  $250.00 per month until
          the earlier of a) the first day the company  obtains a trading  symbol
          on a  recognised  stock  exchange or b) the company  obtains  investor
          funding of $1million ($1,000,000.00 us dollars).
     (b)  Termination  Date:  Three  years  from  start  date of either a) or b)
          above, (36 calendar months).
     (c)  Renewal:  From  termination  date to be reviewed  annually.  Notice of
          renewal  or intent not to renew to be  provided  90 days in advance of
          termination date

3.   PROJECT MANAGER:

     Mr. John Rafuse, President & CEO

4.   FEES:

     The "Fees"  for the  Services  provided  will be  $10,000  per month  (plus
     applicable  taxes) commencing on the earliest of either a) or b) as defined
     in paragraph Term, above .

5.   STOCK OPTIONS

     There are NO stock options.
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6.   EXPENSES

     Company shall  reimburse  Consultant  for all reasonable  travel  (airfare,
     accommodation and meals), phone, fax, supplies,  courier, mileage, parking,
     etc.  expenses  incurred  in  relation to  performing  Services  under this
     Agreement,  including  those  relating  to  meetings  with  Add-on or third
     parties and presentations on behalf of Add-on.