CONSULTING AGREEMENT

      This Consulting  Agreement (the  "Agreement") is entered into effective as
of  July 1,  2004,  by and  between  Weight  Loss  Forever  International,  Inc.
("WLFI"),  with offices at 120 International  Parkway,  Suite 120, Heathrow,  FL
32746, and South Beach Securities Inc. ("SBSI"),  with offices at 2287 Lakeshore
Boulevard, Suite 1501, Etobicoke,  Ontario, Canada, Toronto, Ontario, Canada M2H
2N5.

      WHEREAS,  WLFI is in need of assistance in gaining  access to business and
financing opportunities and SBSI is experienced in these areas and is capable of
providing valuable services to WLFI.

      Therefore, it is agreed:

1.    SERVICES.  During the Term of this Agreement, SBSI shall provide advice to
      WLFI's management and shall consult with WLFI concerning financial matters
      in connection  with the operation of the businesses of WLFI,  expansion of
      services,   acquisitions  and  business  opportunities  and  consult  with
      management of WLFI regarding corporate financing including the structures,
      terms,  and  content of bank  loans,  institutional  loans,  private  debt
      funding, mezzanine financing, and other financing.

2.    TERM. The term ("Term") of this Agreement shall commence on the date first
      set forth above, and shall terminate on October 31, 2004.

3.    COMPENSATION.  As compensation for the services rendered  hereunder,  WLFI
      shall issue to SBSI, or as SBSI may direct, cash compensation as follows:

      A.    CASH FEE. WLFI agrees to pay to SBSI, or as SBSI directs, the sum of
            $250,000  US to be paid  concurrently  with the first  funding of at
            least $500,000 from Cornell Capital Partners.

      B.    FEES RELATED TO CORNELL  FUNDING.  WLFI will pay to SBSI, or as SBSI
            directs,  Twenty  Percent  (20.0%) of the amount of each  funding it
            receives through Cornell Capital Partners, LC for each draw in which
            SBSI participates, other than the first draw as set forth in Section
            3(a) above.  WLFI hereby confirms that SBSI is  participating in the
            structure and facilitation of the draws, and concurrently  upon each
            of the draws from Cornell, other than the first draw as set forth in
            Section  3(a) above,  SBSI will be  entitled  to his Twenty  Percent
            (20%) fee from each such draw.

4.    CONFIDENTIALITY.   SBSI  will  not   disclose  to  any  person,   firm  or
      corporation, nor use for his own benefit, during or after the Term of this
      Agreement,  any  trade  secrets  or  other  information,  whether  or  not
      designated  as  confidential  by WLFI,  that is  acquired by Salter in the
      course of performing services hereunder.  Any financial advice rendered by
      Salter  pursuant  to this  Agreement  may not be  disclosed  in any manner
      without the prior written approval of WLFI.


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<PAGE>

5.    INDEMNIFCATION.  Each party shall defend, indemnify, and hold harmless the
      other party,  its  affiliates,  directors,  officers,  employees,  agents,
      attorneys, and their successors and assigns (the "Indemnified Party") from
      and against any and all liabilities, obligations, losses, claims, damages,
      costs,  charges or other  expenses of every kind and character  (including
      but not limited to  reasonable  outside  attorneys'  fees and court costs)
      which  arise out of or result  from any third  party claim which would not
      have arisen but for a breach or alleged breach of any of the  indemnifying
      party's  duties  under this  Agreement.  The  Indemnified  Party agrees to
      notify the other party in writing by facsimile  transmission and overnight
      courier,  as soon as  practicable,  but at least within ten (10)  business
      days of receipt of knowledge of any claim, suit, action, or proceeding for
      which it may be entitled to  indemnification  under this  Agreement.  Each
      party  shall  have the right to hire its own  counsel  to defend any third
      party claims and the parties  agree to cooperate  and assist each other in
      defending and minimizing  costs and expenses in connection  with defending
      against any third party  claims.  In no  circumstances  will any party (i)
      admit to any  liability  of any  other  party to this  Agreement,  or (ii)
      prejudice  or settle  any claim  affecting  another  party,  without  such
      party's prior written consent,  which shall not be unreasonably  withheld.
      The  terms of any and all  settlements  of  third  party  claims  shall be
      strictly  confidential  unless all  parties  agree,  or a court  requires,
      disclosure.

6.    INDEPENDENT CONTRACTOR.  The relationship between SBSI and WLFI is that of
      independent  contractors.  SBSI  shall not hold  itself out as an agent of
      WLFI,  nor shall it take any action from which  others might infer that it
      is an agent of WLFI or that it is engaged in a joint venture with WLFI.

7.    MISCELLANEOUS.  This Agreement sets forth the entire  understanding of the
      parties  relating to the subject matter  hereof,  and supersedes any prior
      communications,  understandings  or agreements  between the parties.  This
      Agreement cannot be modified or changed,  nor can any of its provisions be
      waived, except by written agreement signed by both parties. This Agreement
      shall be governed by the laws of the  Province  of Ontario  applicable  to
      contracts  made and to be performed  therein.  The parties  agree that any
      suit, action or proceeding arising out of or relating to this agreement or
      any activity or any corporation to which this agreement applies,  shall be
      instituted  in the  courts of  general  jurisdiction  in the  Province  of
      Ontario.

8.    NOTICES.  Any notice  required or  permitted  hereunder  shall be given in
      writing,  and shall be deemed  effectively given upon personal delivery or
      one business day after tender to an overnight delivery service of national
      reputation, addressed to the parties at the address set forth at the start
      of this Agreement,  or at such other addresses as a Party may designate by
      ten days advance written.

9.    COUNTERPARTS  AND  FACSIMILE.  This agreement may be signed in one or more
      counterparts. Facsimile transmission of signatures of the parties shall be
      sufficient to constitute a binding agreement.


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

WEIGHT LOSS FOREVER INTERNATIONAL, INC.         SOUTH BEACH SECURITIES INC.


By: /s/  Byron Rambo                            By: /s/ Brett Salter
    -----------------------------------         --------------------------
    Title: Chief Financial Officer              Title: President
    Name:  Byron Rambo                          Name: Brett Salter
    Dated: July 1, 2004                         Dated:_______________________


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