**CONSULTING
AGREEMENT**
  THIS
CONSULTING AGREEMENT (“Agreement”) is made and entered into effective as of September 17, 2004, (the
“Effective Date”) by and between CeriStar, Inc., a Delaware corporation, (the
“Company”), whose address is 50 West Broadway, Suite 1100, Salt Lake City, Utah
84101 and Trufello Associates, Ltd. (the “Consultant”), whose address is Hunkins
Waterfront Plaza, P.O. Box 556, Main Street, Memorial Square, Nevis, West
Indies.
 
 **Recitals**
 
 A.  The
Company wishes to engage the services of the Consultant to advise and consult
with the Company on certain business and financial matters as set forth in this
Agreement.
 
 B.  The
Consultant has extensive experience in investment banking, business and
financial consulting, and entrepreneurial executive management. As a result, the
Consultant has the expertise to advise and assist the Company in developing a
successful business plan, and in evaluating businesses that may be likely
candidates to strategically partner with the Company.
 
 C.  The
Company wishes to engage the services of the Consultant as an independent
contractor to advise and consult with it with respect to (i) developing a
successful business plan, (ii) exploring strategic alliances, partnering
opportunities and other cooperative ventures, (iii) evaluating possible
acquisition and strategic partnering candidates, and marketing opportunities for
the Company, (iv) the Company’s business development activities, including major
geographic and service expansion plans, (v) the Company’s merger and acquisition
strategies, including the evaluation of targets and the structuring of
transactions; (vi) the Company’s employee relations; and (vii) the Company’s
marketing strategy; all on the terms and subject to the conditions set forth in
this Agreement.
 
 D.  The
Consultant is willing to accept such engagement, on the terms set forth in this
Agreement.
 
 Now
therefore, in consideration of the foregoing recitals and the mutual covenants
and obligations contained in this Agreement, including the payment of fees and
other good and valuable consideration contained herein, the parties agree as
follows:
 
 **1.
Engagement.**
 
 1.1.  *Engagement.* The
Company hereby engages the Consultant to perform the Services, as defined and
set forth in paragraph 1.4, for the Term as defined and set forth in paragraph
1.2, and the Consultant hereby accepts this engagement, on the terms and subject
to the conditions set forth in this Agreement
 
 1.2.  *Term.* The term
of the Consultant’s engagement under this Agreement shall be for the period
beginning on the Effective Date and ending when terminated as provided in
paragraph 4 below.
 
 1.3.  *Relationship.* The
relationship between the Company and the Consultant created by this Agreement is
that of independent contractors, and the Consultant is not and shall not be
deemed to be an employee of the Company for any purpose.
 
 1.4.  *Services.* The
following services (the “Services”) shall be rendered, from time to time by the
Consultant during the Term, as the Company may request, solely for the Company’s
benefit and not for the benefit of any third party:
  (a)  Assist
management with the development of a successful business plan for the
Company.
  (b)  Explore
strategic alliances, partnering opportunities and other cooperative ventures for
the Company within and without the Company’s present industry focus.
  
 
 (c)  Evaluate
possible acquisition and strategic partnering candidates, and marketing
opportunities for the Company.
  (d)  Evaluate
the Company’s business development activities, including major geographic and
service expansion plans.
  (e)  Evaluate
the Company’s merger and acquisition strategies, including the evaluation of
targets and the structuring of transactions.
  (f)  Evaluate
the Company’s employee relations.
  (g)  Evaluate
the Company’s marketing strategy.
  (h)  Advise
and consult with the Company’s board of directors (the “Board”) and executive
officers with respect to any of the above described matters.
 
 1.5.  *No
Capital Raising Services.* The
Services do not include consulting with or advising or assisting the Company, in
any manner (i) in connection with the offer or sale of securities in any
capital-raising transaction, or (ii) to directly or indirectly promote or
maintain a market for any of the Company’s securities.
 
 1.6.  *No
Investment Advisory or Brokerage Services; No Legal Services.* The
Services do not include requiring the Consultant to engage in any activities for
which an investment advisor’s registration or license is required under the U.S.
Investment Advisors Act of 1940, or under any other applicable federal or state
law; or for which a “broker’s” or “dealer’s” registration or license is required
under the U.S. Securities Exchange Act of 1934, or under any other applicable
federal or state law. Consultant’s work on this engagement shall not constitute
the rendering of legal advice, or the providing of legal services, to the
Company. Accordingly, Consultant shall not express any legal opinions with
respect to any matters affecting the Company. Consultant’s work on this
engagement shall not consist of effecting transactions in the Company’s
securities and Consultant shall not provide any securities broker-dealer
services to the Company.
 
 1.7.  *Location.* The
Company and the Consultant intend that the Services shall be rendered primarily
from the Consultant’s offices in Nevis, West Indies and may be rendered by
telephone and e-mail communication. The Consultant understands and acknowledges
it may be necessary to travel to perform the Services, and that the Consultant
shall be required to do so at its own expense (the Consultant’s Fee having been
agreed to in consideration thereof). The Consultant shall not be required to
perform any services in the United States, or in any manner that would subject
the Consultant’s Fee defined in paragraph 2.1 below to United States federal or
state income taxation. The Consultant shall, if requested by the Company and at
the Company’s expense, attend meetings of the Company’s board of directors (the
“Board”) at reasonable times, provided that the Company shall have provided the
Consultant with an opinion of tax counsel satisfactory to the Consultant that
doing so will not subject the Consultant’s Fee to United States federal income
taxation. The Consultant shall be reasonably available by telephone to consult
with the Board at regular and special meetings thereof.
 
 1.8.  *Time;
Non-exclusive.* The
Consultant shall devote as much time to the performance of the Services as is
reasonably necessary, but the Consultant shall not be required to devote any
fixed number of hours or days to the performance of the Services. The Company
recognizes that the Consultant has and will continue to have other clients and
business, and agrees that this engagement is non-exclusive.
 
 1.9.  *Support
Staff and Facilities.* The
Consultant shall furnish its own support staff, office, telephone, and other
facilities and equipment necessary to the performance of the Services, and the
Company shall not be required to provide the Consultant with any such staff,
facilities or equipment.
 
 1.10.  *Confidentiality.* The
Consultant shall not disclose any non-public, confidential or proprietary
information, including but not limited to confidential information concerning
the Company’s products, methods, engineering designs and standards, analytical
techniques, technical information, customer information, or employee
information, unless required to do so by applicable law.
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 ****
 **2.**  **Consultant’s
Fees and Expenses.**
 
 2.1.  *The
Consultant’s Fee.* The
Consultant agrees to accept compensation for its services under this Agreement
in the form of shares of the Company’s common stock, rather than in cash, on the
following terms:
 
 (a)  The
Company shall issue and deliver to the Consultant, as a fee for its Services
under this Agreement (the “Consultant’s Fee”) 512,000 of the Company’s Common
Stock (the “Shares”), 1,000,000 Class A Warrants each to purchase one share of
common stock at a price of $.035 per share and 600,000 Class B Warrants each to
purchase one share of common stock at a price of $.28 per share (the “Warrants”)
at any time prior to the expiration of six months after the date hereof, all of
which shall be fully earned and non-refundable in consideration of its execution
of this Agreement. The Company shall issue the Shares and Warrants in the name
of Roger Brewer, the Consultant’s Nominee Advisor.
 
 (b)  In
connection with the formation of a strategic plan for 2004, the Board adopted a
directors and officers stock option and stock award plan (the “Plan”). The
Company filed a registration statement on Form S-8 (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) that
registers the issuance of shares of common stock, preferred stock and options
under the terms of the Plan. The Company shall issue the Consultant’s Fee
pursuant to and in accordance with the Plan. The certificates representing the
Shares and Warrants shall be free and clear of any legends or
restrictions.
  (c)  The
Company shall issue instructions to its transfer agent to issue the certificates
representing the Shares and Warrants, free and clear of any legend, restriction
or stop order, and deliver the shares, so registered, to Consultant. The Company
warrants that the Shares and Warrants as well as the shares of common stock
usable upon their conversion shall be freely transferable on the books and
records of the Company. Nothing in this Section 2.1(c) shall affect in any way
the Consultant’s obligations and agreement to comply with all applicable
securities laws upon resale of the Shares and Warrants as well as the shares of
common stock usable upon their conversion.
 
 (d)  If the
Company shall merge or consolidate with or into another corporation for the
purpose of changing the corporate domicile, then, as a result of such
consolidation or merger, the Company, or such successor, as the case may be,
shall make lawful and adequate provision whereby the holder of the Shares and
Warrants shall receive the kind and amount of securities receivable immediately
prior to such consolidation or merger without the necessity of any further
action on the part of either the Company or the holder of the Shares and
Warrants.
 
 2.2.  *Offset;
Withholding; Taxes.* The
Company shall pay the Consultant’s Fee to the Consultant without offset,
deduction or withholding of any kind or for any purpose. The Consultant shall
pay any federal, state and local taxes payable by it with respect to the
Consultant’s Fee, and shall indemnify the Company against and hold it harmless
from any such taxes.
 
 2.3.  *The
Consultant’s Expenses.* Except
for expenses incurred in attending meetings of the Board as set forth in
paragraph 2.7 above and such other expenses as the Company shall first expressly
agree in writing to pay or reimburse to Consultant, the Consultant shall pay all
expenses incurred by it in connection with its performance of the Services under
this Agreement.
 
 **3** .  **Representations,
Warranties and Covenants:**
 
 3.1.  *Representations
and Warranties of the Company* . The
Company represents and warrants to and covenants with the Consultant
that:
 
 (a)  *Incorporation,
Good Standing, and Due Qualification* . The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware; has the corporate power and authority to
own its assets and to transact the business in which it is now engaged and
proposes to be engaged in; and is duly qualified as a foreign corporation and in
good standing under the laws of each other jurisdiction in which such
qualification is required.
  3
 
 (b)  *Power
and Authority.* The
execution, delivery and performance by the Company of this Agreement, including
the issuance of the Shares and Warrants have been duly authorized by all
necessary corporate action and do not and will not (i) require any consent or
approval of the Company’s shareholders; (ii) contravene the Company’s articles
of incorporation or bylaws; (iii) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to the Company; (iv) result in a breach
of or constitute a default under any agreement or other instrument to which the
Company is a party.
 
 (c)  *Legally
Enforceable Agreement.* This
Agreement is the, legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except to the extent that
such enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors’ rights generally.
 
 (d)  *The
Shares and Warrants.* The
Shares and Warrants as well as the shares of common stock usable upon their
conversion are duly and validly authorized, and when issued will be fully paid
and nonassessable.
 
 3.2.  *Representations
and Warranties of the Consultant.* The
Consultant represents and warrants to and covenants with the Company that:
 
 (a)  *Incorporation,
Good Standing, and Due Qualification* . The
Consultant is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; has the
corporate power and authority to own its assets and to transact the business in
which it is now engaged and proposes to be engaged in; and is duly qualified as
a foreign corporation and in good standing under the laws of each other
jurisdiction in which such qualification is required.
 
 (b)  *Power
and Authority.* The
execution, delivery and performance by the Consultant of this Agreement, have
been duly authorized by all necessary corporate action and do not and will not
(i) require any consent or approval of the Consultant’s stockholders; (ii)
contravene the Consultant’s charter or bylaws; (iii) violate any provision of
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to the
Consultant; (iv) result in a breach of or constitute a default under any
agreement or other instrument to which the Consultant is a party.
 
 (c)  *Legally
Enforceable Agreement.* This
Agreement is the legal, valid and binding obligation of the Consultant,
enforceable against it in accordance with its terms, except to the extent that
such enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors’ rights generally.
 
 (d)  The
Consultant is an accredited investor as defined in SEC Rule 501(a).
 
 (e)  The
Consultant has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of its election to receive
the Consultant’s Fee in the form of the Shares and Warrants, rather than in
cash.
 
 (f)  Roger
Brewer, is the Consultant’s Nominee Advisor.
 
 (g)  Neither
Consultant nor Mr. Brewer:
 
 (i)  is the
subject of any court order, judgment or decree, not subsequently reversed,
suspended or vacated, permanently or temporarily enjoining it or him from, or
otherwise limiting their involvement in any of the following
activities:
 
 4
 
 (A)  Acting as
a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission (“CFTC”) or any
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;
 
 (B)  Engaging
in any type of business practice; or
 
 (C)  Engaging
in any activity in connection with the purchase or sale of any security or
commodity, or in connection with any violation of federal or state securities
laws or federal commodities laws.
 
 (ii)  was the
subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any federal or state authority barring, suspending or otherwise
limiting for more than 60 days its or his right to engage in any activity
described in subparagraph (i) above, or to be associated with persons engaged in
any such activity.
 
 (iii)  was found
by a court in a civil action or by the Securities and Exchange Commission
(“SEC”) to have violated any federal or state securities law, and the judgment
in such civil action or finding by the SEC has not been subsequently reversed,
suspended or vacated.
 
 (iv)  was found
by a court in a civil action or by the CFTC to have violated any federal
commodities law, and the judgment in such civil action or finding by the CFTC
has not been subsequently reversed, suspended or vacated.
 
 **4.**  **Termination.** This
Agreement may not be terminated prior to the expiration of the
Term:
 
 **5.**  **Confidential
Information.**
 
 5.1. The
parties hereto recognize that a major need of the Company is to preserve its
specialized knowledge, trade secrets, and confidential information. The strength
and good will of the Company is derived from the specialized knowledge, trade
secrets, and confidential information generated from experience with the
activities undertaken by the Company and its subsidiaries. The disclosure of
this information and knowledge to competitors would be beneficial to them and
detrimental to the Company, as would the disclosure of information about the
marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company and its
subsidiaries. By reason of his being a Consultant to the Company, Consultant has
or will have access to, and will obtain, specialized knowledge, trade secrets
and confidential information about the Company’s operations and the operations
of its subsidiaries, which operations extend through the United States.
Therefore, Consultant recognizes that the Company is relying on these agreements
in entering into this Agreement.
 
 5.2
During and after the Term Consultant will not use, disclose to others, or
publish any inventions or any confidential business information about the
affairs of the Company, including but not limited to confidential information
concerning the Company’s products, methods, engineering designs and standards,
analytical techniques, technical information, customer information, employee
information, and other confidential information acquired by him in the course of
his past or future services for the Company. Consultant agrees to hold as the
Company’s property all memoranda, books, papers, letters, formulas and other
data, and all copies thereof and therefrom, in any way relating to the Company’s
business and affairs, whether made by him or otherwise coming into his
possession, and on termination of his consultancy, or on demand of the Company,
at any time, to deliver the same to the Company within twenty four hours of such
termination or demand.
  5
 
 5.3
During the Term Consultant will not induce any employee of the Company to leave
the Company’s employ or hire any such employee (unless the Board of Directors of
the Company shall have authorized such employment and the Company shall have
consented thereto in writing).
 
 **6.**  **General
Provisions.**
 
 6.1.  *Entire
Agreement; Modification; Waivers.* This
Agreement contains the entire agreement of the parties, and supersedes any prior
agreements with respect to its subject matter. There are no agreements,
understandings or arrangements of the parties with respect to the subject matter
of this Agreement that are not contained herein. This Agreement shall not be
modified except by an instrument in writing signed by the parties. No waiver of
any provision of this Agreement shall be effective unless made in writing and
signed by the party making the waiver. The waiver of any provision of this
Agreement shall not be deemed to be a waiver of any other provision or any
future waiver of the same provision.
 
 6.2. *Notices.* All
notices given under this Agreement shall be in writing, addressed to the parties
as set forth below, and shall be effective on the earliest of (i) the date
received, or (ii) on the second business day after delivery to a major
international air delivery or air courier service (such as Federal Express or
Network Couriers):
 
 *If
      to the Company:*
      CeriStar,
      Inc.
      50
      West Broadway, Suite 1100
      Salt
      Lake City, Utah 84101
      Attention:
      Paul D. Hamm, CEO
    
    *If
      to the Consultant*:
      Trufello
      Associates, Ltd.
      Hunkins
      Waterfront Plaza
      P.O.
      Box 556, Main Street
      Memorial
      Square
      Nevis,
      West Indies
      Attention:
      Roger Brewer, President
 
 6.3.  *Governing
Law.*  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York; *provided,
however,* that if
any provision of this Agreement is unenforceable under such law but is
enforceable under the laws of the State of Delaware, then Delaware law shall
govern the construction and enforcement of that provision.
  6.4.  *Jurisdiction
and Venue.* The
courts of the State of New York sitting in City of New York, Burrough of
Manhattan (the “Manhattan Courts”) shall have exclusive jurisdiction to hear,
adjudicate, decide, determine and enter final judgment in any action, suit,
proceeding, case, controversy or dispute, whether at law or in equity or both,
and whether in contract or tort or both, arising out of or related to this
Agreement, or the construction or enforcement hereof or thereof (any such
action, suit, proceeding, case, controversy or dispute, a “Related Action”). The
Company and the Consultant hereby irrevocably consent and submit to the
exclusive personal jurisdiction of the Manhattan Courts to hear, adjudicate,
decide, determine and enter final judgment in any Related Action. The Company
and the Consultant hereby irrevocably waive and agree not to assert any right or
claim that it is not personally subject to the jurisdiction of the Manhattan
Courts in any Related Action, including any claim of *forum
non conveniens* or that
the Manhattan Courts are not the proper venue or form to adjudicate any Related
Action. If any Related Action is brought or maintained in any court other than
the Manhattan Courts, then that court shall, at the request of the Company or
the Consultant, dismiss that action. The parties may enter a judgment rendered
by the Manhattan Courts under this Agreement for enforcement in the courts of
Delaware and the party against whom such judgment is taken will not contest the
authority of such courts to enforce such a judgment.
  6.5.  *Waiver
of Jury Trial.* The
Company and the Consultant hereby waive trial by jury in any Related Action.
  6.6  *Attorney’s
Fees* . The
prevailing party in any Related Action shall be entitled to recover that party’s
costs of suit, including reasonable attorney’s fees.
 
 6.7  *Binding
Effect.* This
Agreement shall be binding on, and shall inure to the benefit of the parties and
their respective successors in interest.
 
 6
 
 6.8  *Construction,
Counterparts.* This
Agreement shall be construed as a whole and in favor of the validity and
enforceability of each of its provisions, so as to carry out the intent of the
parties as expressed herein. Headings are for the convenience of reference, and
the meaning and interpretation of the text of any provision shall take
precedence over its heading. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original, but all of which,
taken together shall constitute one agreement. A faxed copy or photocopy of a
party’s signature shall be deemed an original for all purposes.
 
 IN
WITNESS WHEREOF , the
parties have executed this Agreement effective as of the Effective
Date
 
 *The Company:*
    
    
    *The Consultant:*CERISTAR, INC.
    
    
    TRUFELLO ASSOCIATES LTD.By /s/ Paul D.
      Hamm
    
    
    By /s/ Roger
      BrewerPaul D. Hamm, CEO
    
    
    Roger Brewer, Nominee Advisor/Authorized
      Signatory
 
  7