INDEPENDENT CONTRACTOR AGREEMENT

This independent contractor engagement agreement ("Agreement") dated
the 20th day of April, 2001 by and between Jaime Luis Perez Marquez
("Consultant"), whose address is Universo 800, Col. Jardines del
Bosque, Guadalajara, Jal., 44520, Mexico, and Lexington Barron
Technologies, Inc. (Company), a Colorado corporation whose address is
102 S. Tejon Street Avenue, Suite 1100, Colorado Springs, CO  80933.

     WHEREAS, Consultant assists companies with Capital Formation,
Technology Consulting, Human Resource Management Services and Investor
Relations; and,

     WHEREAS, Company wishes to engage the services of Consultant;

     NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties hereto agree as follows:

1.	Consultant will assist the Company in connection with its
        business endeavors in the fields of business plan creation and
        review, strategy consulting, and other such services that are
        mutually agreed upon by both parties from time to time. This
        Agreement does not constitute a commitment nor an undertaking on
        the part of Consultant to internally ensure the successful
        procurement of financing.  As consultants to the Company,
        Consultant will assist with the following:
(a)	Business Plan Creation: Within 30 days from when Consultant
        receives the necessary information about the Company - which
        shall include the current business plan, revenue estimates,
        capital structure, incorporation dates and any other
        information requested by Consultant - Consultant shall
        provide the Company with a business plan (hereafter "BP") and
        any relevant sales pieces to utilize in investor
        presentations. Such documentation is subject to approval by
        the Company's legal representation before being utilized to
        obtain investor capital.
(b)	Capital Formation Assistance: Consultant agrees to assist the
        Company with investor presentations and any other related
        consulting services as needed for a period of 60 days after
        delivery of the Company's BP.  Consultant will act only as
        consultants and it is the responsibility of the Company and
        its legal representation to obtain funding from the sale of
        equity or debt instruments.
(c)	Strategic Relationship Development: Consultant will make
        recommendations as to parties to use for legal and accounting
        work that meets United States Securities and Exchange
        Commission (hereafter "SEC") requirements and standards.
        Consultant will also negotiate on behalf of the Company any
        such terms of payment to legal and accounting parties.

2.	The retention by the Company of Consultant as heretofore
        described shall be for a period of not less than two months from
        the date hereof in order to provide Consultant a reasonable
        opportunity to perform its services (as outlined above).
        Following this two month period, this Agreement will
        automatically renew on a month-to-month basis unless terminated
        by either party upon 30 day advanced written notice.

3.	Any parties introduced to the Company by Consultant, even if
        declining participation hereby, shall be deemed a "Protected
        Party" and thereafter the Company shall not directly deal with
        the Protected Party without the prior written consent of
        Consultant.


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4.	In connection with Consultant's activities on the Company's
        behalf, the Company will cooperate with Consultant and will
        furnish Consultant with all information and data concerning the
        Company (the "Information"), which Consultant deems appropriate
        and will provide Consultant with access to the Company's
        officers, directors, employees, independent accountants, and
        legal counsel. The Company represents and warrants that all
        Information made available to Consultant by the Company will, at
        all times during the period of engagement of Consultant
        hereunder, be complete and correct in all material respects and
        will not contain any untrue statement of a material fact or omit
        to state a material fact necessary in order to make the
        statements therein not misleading in the light of the
        circumstances under which such statements are made.  The Company
        further represents and warrants that any projections provided by
        it to Consultant will have been prepared in good faith and will
        be based upon assumptions, which, in light of the circumstances
        under which they are made, are reasonable.  The Company
        acknowledges and agrees that, in rendering its services
        hereunder, Consultant may be using and relying on the Information
        without independent verification thereof by Consultant or
        independent appraisal by Consultant of any of the Company's
        assets.  Consultant does not assume responsibility for any
        information regarding the Company.  Any recommendations rendered
        by Consultant pursuant to this Agreement may not be disclosed
        publicly without our prior written consent.

5.	In consideration of its services pursuant to this Agreement,
        Consultant shall be entitled to receive, and the Company agrees
        to pay Consultant, consulting fees according to the attached
        Schedule A, which may change from time to time with ample notice
        provided to the Company before any changes that may effect the
        course or charges for services rendered by Consultant.

6.	In addition to the consideration paid as described in Paragraph 5
        above, Consultant agrees that it will charge the Company for any
        added expenses only if such expenses are pre-approved by the
        Company.  The Company agrees to promptly reimburse Consultant,
        upon request, for all such pre-approved expenses incurred by
        Consultant (which may include fees and disbursements of counsel,
        and of other consultants and advisors retained by Consultant) in
        connection with the matters contemplated by this Agreement.

7.	Either party hereto may terminate this Agreement at any time upon
        30 days' prior written notice, following the initial engagement
        period as stated in Paragraph 2 without liability or continuing
        obligation, except as set forth in the following sentence.
        Neither termination of this Agreement nor completion of the
        assignment contemplated hereby shall affect: (i) any compensation
        earned by Consultant up to the date of termination or completion,
        as the case may be, (ii) the reimbursement of expenses incurred
        by Consultant up to the date of termination or completion, as the
        case may be, (iii) the provisions of Paragraphs 5 through 8 of
        this Agreement and (iv) the attached Indemnification Provisions
        which are incorporated herein, all of which shall remain
        operative and in full force and effect.

8.	Should this Agreement be terminated by either party as described
        in Paragraph 2 and Paragraph 7, Consultant will keep one-twenty-
        fourth (1/24) of the equity position (including warrants) for
        each month that Consultant was retained.  Consultant agrees that


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        such equity holdings will not fully vest until after two (2)
        years from the date of its issuance.  In the case of termination,
        Consultant agrees to return its stock certificates minus the
        equity (including warrants) that are to be kept as described
        above in this paragraph.

9.	The Company agrees to indemnify and hold harmless Consultant
        against any and all losses, claims, damages, obligations,
        penalties, judgments, awards, liabilities, costs, expenses, and
        disbursements (and any and all actions, suits, proceedings, and
        investigations in respect thereof and any and all legal and other
        costs, expenses, and disbursements in giving testimony or
        furnishing documents in response to a subpoena or otherwise),
        including, without limitation the costs, expenses, and
        disbursements, as and when incurred, of investigating, preparing,
        or defending any such action, suit, proceeding, or investigation
        (whether or not in connection with litigation in which Consultant
        is a party), directly or indirectly, caused by, relating to,
        based upon, arising out of, or in connection with Consultant's
        acting for the Company, including, without limitation, any act or
        omission by Consultant in connection with its acceptance of or
        the performance or non-performance of its obligations under this
        Agreement; provided, however, such indemnity shall not apply to
        any portion of any such loss, claim, damage, obligation, penalty,
        judgment, award, liability, cost, expense, or disbursement to the
        extent it is found in a final judgment by a court of competent
        jurisdiction (not subject to further appeal) to have resulted
        primarily and directly from the willful misconduct of Consultant.
        The Company also agrees that Consultant shall not have any
        liability (whether direct or indirect, in contract or tort or
        otherwise) to the Company for or in connection with the
        engagement of Consultant, except to the extent that any such
        liability is found in a final judgment by a court of competent
        jurisdiction (not subject to further appeal) to have resulted
        primarily and directly from Consultant's willful misconduct.

        These indemnification provisions shall be in addition to any
        liability which the Company may otherwise have to Consultant or
        the persons indemnified below in this sentence and shall extend
        to the following: Consultant, its affiliated entities, directors,
        officers, employees, legal counsel, agents, and controlling
        persons (within the meaning of the federal securities laws).  All
        references to Consultant in these indemnification provisions
        shall be understood to include any and all of the foregoing.

        If any action, suit, proceeding, or investigation is commenced,
        as to which Consultant proposes to demand indemnification, it
        shall notify the Company with reasonable promptness; provided,
        however, that any failure by Consultant to notify the Company
        shall not relieve the Company from its obligations hereunder.
        Consultant shall have the right to retain counsel of its own
        choice to represent it, and the Company shall pay the fees,
        expenses, and disbursements of such counsel; and such counsel
        shall, to extent consistent with its professional
        responsibilities, cooperate with the Company and any counsel
        designated by the Company.  The Company shall be liable for any
        settlement of any claim against Consultant made with the
        Company's written consent, which consent shall not be
        unreasonably withheld.  The Company shall not, without the prior
        written consent of Consultant, settle or compromise any claim, or
        permit a default or consent to the entry of any judgment in
        respect thereof, unless such settlement, compromise, or consent
        includes, as an unconditional term thereof, the giving by the
        claimant to Consultant of an unconditional release from all
        liability in respect of such claim.


<PAGE>                                 3

10.	The Company understands that to the extent Consultant utilizes
        any third parties that these third parties constitute the
        proprietary intellectual property of Consultant.  Such contacts,
        partners and related information represent a substantial value to
        Consultant that Consultant uses to offer services to clients and
        retain a competitive advantage in the marketplace.  Therefore the
        Company aggress to work with Consultant, and agrees not to
        circumvent in any manner, directly or indirectly, Consultant with
        regard to any third parties, clients or contacts that have been
        identified by Consultant, or Consultant's clients or contacts.
        All contacts, discussions and resources with all identified third
        parties or partners of Consultant shall be conducted by, through
        or in conjunction with Consultant.  Written confirmation
        identifying an introduction will be provided by Consultant.
        Company agrees that electronic mail may be used for this purpose.
        The Company agrees that this non-circumvention clause will remain
        in effect for a period of not less than 18 months following the
        termination of this agreement by either party.

11.	The validity and interpretation of this Agreement shall be
        governed by the laws of the State of Colorado applicable to
        agreements made and to be fully performed therein. The Company
        irrevocably submits to the jurisdiction of any court of the State
        of Colorado for the purpose of any suit, action, or other
        proceeding arising out of this Agreement, or any of the
        agreements or transactions contemplated hereby, which is brought
        by or against the Company and (i) hereby irrevocably agrees that
        all claims in respect of any such suit, action, or proceeding may
        be heard and determined in any such court and (ii) to the extent
        that the Company has acquired, or hereafter may acquire, any
        immunity from jurisdiction of any such court or from any legal
        process therein, the Company hereby waives, to the fullest extent
        permitted by law, such immunity.  The Company hereby waives, and
        agrees not to assert in any such suit, action, or proceeding, in
        each case, to the fullest extent permitted by applicable law, any
        claim that (a) the Company is not personally subject to the
        jurisdiction of any such court, (b) the Company is immune from
        any legal process (whether through service or notice, attachment
        prior to judgment, attachment in aid of execution, execution, or
        otherwise) with respect to the Company's property or (c) any such
        suit, action, or proceeding is brought in an inconvenient forum.

12.	The benefits of this Agreement shall inure to the respective
        successors and assigns of the parties hereto and of the
        indemnified parties hereunder and their successors and assigns
        and representatives, and the obligations and liabilities assumed
        in this Agreement shall be binding upon their respective
        successors and assignees.

13.	For the convenience of the parties hereto, any number of
        counterparts of this Agreement may be executed by the parties
        hereto.  Each such counterpart shall be, and shall be deemed to
        be, an original instrument, but all such counterparts taken
        together shall constitute one and the same Agreement.  This
        Agreement may not be modified or amended except in writing signed
        by the parties hereto.

14.	Services provided by Consultant to and on behalf of the Company
        in connection with this Agreement will be suspended forthwith in
        the event of nonpayment of fees or expenses.

15.	Consultant hereby represents and warrants as follows:
        (a)     Consultant is a corporation duly incorporated, validly
                existing, and in good standing under the laws of the State of
                Colorado, and has the corporate power and is duly authorized
                to carry on its businesses where and as now conducted and to
                own, lease, and operate its assets as it now does.

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        (b)     The execution, delivery, and performance by Consultant of
                and the consummation of the transactions contemplated in this
                Agreement have been duly and validly authorized by the Board
                of Directors of Consultant, and Consultant represents and
                warrants that it has the right, power, legal capacity, and
                authority to enter into and perform its obligations under this
                Agreement, and that no consent or approval of, notice to, or
                filing with any governmental authority having jurisdiction
                over any aspect of the business or assets of Consultant, and
                no consent or approval of or notice to any other person or
                entity is required in connection with the execution and
                delivery by Consultant of or the consummation by Consultant of
                the transactions contemplated in this Agreement.
        (c)     The execution, delivery, and performance of this Agreement
                by Consultant and the consummation of the transactions
                contemplated hereby and thereby, do not and will not result in
                or constitute (i) a breach of any term or provision of this
                Agreement; (ii) a default, breach, or violation, or an event
                that, with notice or lapse of time or both, would be a
                default, breach, or violation of any of the terms, conditions,
                or provisions of the Articles of Incorporation or Bylaws of
                Consultant; (iii) a default, breach, or violation, or an event
                that, with notice or lapse of time or both, would be a
                default, breach, or violation of any of the terms, conditions,
                or provisions of any lease, license, promissory note, security
                agreement, commitment, indenture, mortgage, deed of trust, or
                other agreement, instrument, or arrangement to which
                Consultant is a party or by which it or any of its assets are
                bound; (iv) an event that would permit anyone to terminate or
                rescind any agreement or to accelerate the maturity of any
                indebtedness or other obligations of Consultant; or (v) the
                creation or imposition of any lien, charge, or encumbrance on
                any of the assets of Consultant.

16.	The Company hereby represents and warrants as follows:
        (a)     Company is a corporation duly incorporated, validly
                existing, and in good standing under the laws of the State of
                Colorado, and has the corporate power and is duly authorized
                to carry on its businesses where and as now conducted and to
                own, lease, and operate its assets as it now does.
        (b)     The execution, delivery, and performance by Company of and
                the consummation of the transactions contemplated in this
                Agreement have been duly and validly authorized by the Board
                of Directors of Company, and Company represents and warrants
                that it has the right, power, legal capacity, and authority to
                enter into and perform its obligations under this Agreement,
                and that no consent or approval of, notice to, or filing with
                any governmental authority having jurisdiction over any aspect
                of the business or assets of Company, and no consent or
                approval of or notice to any other person or entity is
                required in connection with the execution and delivery by
                Company of or the consummation by Company of the transactions
                contemplated in this Agreement.
        (c)     The execution, delivery, and performance of this Agreement
                by Company and the consummation of the transactions
                contemplated hereby and thereby, do not and will not result in
                or constitute (i) a breach of any term or provision of this
                Agreement; (ii) a default, breach, or violation, or an event
                that, with notice or lapse of time or both, would be a
                default, breach, or violation of any of the terms, conditions,
                or provisions of the Articles of Incorporation or Bylaws of
                Company; (iii) a default, breach, or violation, or an event
                that, with notice or lapse of time or both, would be a
                default, breach, or violation of any of the terms, conditions,
                or provisions of any lease, license, promissory note, security
                agreement, commitment, indenture, mortgage, deed of trust, or
                other agreement, instrument, or arrangement to which Company
                is a party or by which it or any of its assets are bound; (iv)
                an event that would permit anyone to terminate or rescind any
                agreement or to accelerate the maturity of any indebtedness or
                other obligations of Company; or (v) the creation or
                imposition of any lien, charge, or encumbrance on any of the
                assets of Company.


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17.	In its performance hereunder, Consultant and its agents shall be
        an independent contractor.  Consultant shall complete the
        services required hereunder according its own means and methods
        of work, shall be in the exclusive charge and control of
        Consultant and shall not be subject to the control or supervision
        of the Company, except as to the results of the work. Company
        acknowledges that nothing in this Agreement shall be construed to
        require Consultant to provide services to Company at any specific
        time, or in any specific place or manner.  Payments to Consultant
        hereunder shall not be subject to withholding taxes or other
        employment taxes as required with respect to compensation paid to
        an employee.


        All notices and writings, required or given pursuant to this
        Agreement, shall be signed by the party relying thereon to be sent by
        prepaid postal mail rates or by facsimile transmission, to a location
        or number set forth below:

Lexington Barron Technologies, Inc.           Jaime Luis Perez Marquez
------------------------------------          -------------------------
A) Lexington Barron Technologies, Inc.        B) Jaime Luis Perez Marquez
   102 S. Tejon Street Avenue, Suite 1100        Universo 800, Col.
   Colorado Springs, CO  80933                   Jardines del Bosque
   Tel: (719) 381-1728                           Guadalajar, Jal.  44520
   Fax: (435) 203-9028                           Mexico
   Email:                                        Tel:  (303) 265-9815
                                                 Fax: (303) 265-9815
                                                 Email:

In witness whereof the parties have set their hands and seals as of
the date first written above.

Lexington Barron Technologies, Inc.	Jaime Luis Perez Marquez
------------------------------------    -------------------------

By: Phillip W. Kilgore                  By: Jaime Luis Perez Marquez


Signature: /s/ Phillip W. Kilgore       Signature: Jaime Luis Perez Marquez
          -----------------------                 -------------------------
Title:   Chief Executive Officer             Title:  Independent Contractor



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                                  SCHEDULE A


A.	Service Fee. The Company will engage Consultant for the services
        described in this Agreement. The service fee charged to the
        Company for this service is $15,000.00 (fifteen thousand dollars)
        and is payable in any mixture of the following forms at
        Consultant's discretion:

        (i)     By Company check made payable to:  Jaime Luis Perez Marquez;
        (ii)    Money order or cashier's check;
        (iii)   Stock-based compensation

        The Company agrees to pay one thousand one hundred dollars
        ($1,500.00), which is equivalent to ten percent (10%) of the
        total fee, as an up front payment.  The Company agrees to make
        such payment within ten (10) days of the signing of this
        Agreement.

        After forty-five days of the signing of this agreement, the
        Company agrees to pay the remainder of this fee, or $13,500.00.


B.	Private Placements, Public Offerings, Reviews, Fees and Warrants
        as follows: (i) Consultant shall receive ten percent (10%) of the
        proceeds raised as a result of its capital formation assistance
        as described in this Agreement;  (ii) Consultant shall receive
        ten percent (10%) of any funds it helps raise in a public
        offering and shall receive such payment in the form of common
        stock.

C.	Jaime Luis Perez Marquez deliverables: Consultant's efforts and
        services will focus on the following areas:
        (i)     Market research
        (ii)	Business Plan creation
        (iii)	Capital formation consulting
        (iv)    Developing strategic relationships as appropriate and required



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