CONSULTING AGREEMENT

      This Consulting Agreement (this "Agreement"),  is made and entered into as
of this 1st day of July, 2004 (the "Effective  Date") by and between Weight Loss
Forever International,  Inc., a Nevada corporation ("WLFI" or the "Company") and
Wellness Ventures,  LLC, a Florida limited liability company  ("Wellness" or the
"Consultant").  Each of WLFI and Wellness  shall be referred to as a "Party" and
collectively as the "Parties."

                                    RECITALS

      WHEREAS,  WLFI is listed  for  trading  on the Over the  Counter  Bulletin
Board, its current  liabilities far exceed its current assets,  it is in need of
financing, and the price of its common stock has been on a steady decline;

      WHEREAS,  Wellness is a shareholder  of WLFI, has experience and expertise
in areas  needed by WLFI,  and  desires to provide  services to WLFI and to take
certain  steps in an attempt to help WLFI  remedy its  financial  situation  and
increase awareness of its common stock, with the ultimate goal of increasing the
value of Wellness' holdings;

      WHEREAS, WLFI wishes to engage the consulting services of Wellness; and

      WHEREAS,  Wellness wishes to provide WLFI with consulting  services on the
terms and conditions set forth in this Agreement.

      NOW, THEREFORE,  in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:

1.    CONSULTING SERVICES

      The Company hereby  authorizes,  appoints and engages  Wellness to provide
management and consulting services to WLFI in the areas of franchisee, customer,
and vendor management, as well as the identification and due diligence review of
new acquisition opportunities, to identify sources of financing for the Company,
and to increase the public's awareness of the Company's common stock.

2.    TERM OF AGREEMENT

      This Agreement shall be in full force and effect as of the date hereof and
extend for a period of twelve (12) months therefrom.  The Company shall have the
right  to  terminate  this  Agreement  at any time in the  event  of the  death,
bankruptcy,  insolvency,  or  assignment  for the  benefit of  creditors  of the
Consultant.  Consultant  shall have the right to terminate this Agreement at any
time if the Company fails to comply with the terms of this Agreement,  including
without  limitation its  responsibilities  for compensation as set forth in this
Agreement. Other than as described herein, this Agreement can only be terminated
in a writing signed by both parties.


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<PAGE>

3.    COMPENSATION TO CONSULTANT

      The Consultant's compensation for the Consulting Services shall be the sum
of One Million Two Hundred Fifty  Thousand  Dollars  ($1,250,000),  all of which
shall be deemed by the  Parties  to be  earned  in full upon  execution  of this
Agreement.  The compensation shall be payable to the Consultant on the following
terms:

      a.    In the event the Company is successful  in obtaining  equity or debt
            financing  from any source during the term of this  Agreement,  then
            the Company  agrees to pay the first  $250,000  from said  financing
            (unless amounts are first due to individuals or parties  introducing
            the financing sources) to the Consultant. After the initial payment,
            the  Company  agrees to pay  one-half  (1/2) of the  proceeds of all
            financing transactions to the Consultant until the obligations under
            this  Agreement are paid in full.  The Company may otherwise  prepay
            any amounts due and owing under this Agreement at any time;

      b.    The  Company  may,  at any time or from  time to time,  satisfy  its
            obligations  to  Consultant  under  the terms of this  Agreement  in
            common stock of the Company at a price of $0.08 per share;

      c.    The  Consultant  may, at any time or from time to time,  convert the
            unpaid  amounts due under this  Agreement  into common  stock of the
            Company at a price equal to fifty  percent  (50%) of the closing bid
            price on the date of conversion.  Consultant  shall deliver a notice
            of  conversion  no later  than 5pm,  EST,  on the date it intends to
            effect a conversion in accordance with the terms hereof;

      d.    Interest  shall  begin  to  accrue  on  any  unpaid  amounts  due to
            Consultant  under this  Agreement  on the date which is one (1) year
            from the date hereof at the rate of ten percent (10%) per annum;

      e.    Any unpaid amounts due to Consultant under this Agreement, including
            accrued  but unpaid  interest,  shall all be due and  payable on the
            date which is two (2) years from the date hereof.

4.    REPRESENTATIONS AND WARRANTIES OF CONSULTANT

      Consultant represents and warrants to and agrees with the Company that:

      a.    This Agreement has been duly  authorized,  executed and delivered by
            Consultant.  This Agreement constitutes the valid, legal and binding
            obligation of Consultant,  enforceable in accordance with its terms,
            except as rights to indemnity hereunder may be limited by applicable
            federal or state securities laws, and except as such  enforceability
            may be limited by bankruptcy, insolvency,  reorganization or similar
            laws affecting creditor's rights generally; and


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<PAGE>

      b.    The  consummation of the transactions  contemplated  hereby will not
            result in any breach of the terms or conditions  of, or constitute a
            default under, any agreement or other instrument to which Consultant
            is a party, or violate any order,  applicable to Consultant,  of any
            court or federal or state regulatory body or  administrative  agency
            having jurisdiction over Consultant or over any of its property, and
            will not conflict with or violate the terms of Consultant's  current
            employment.

      c.    The Consultant  acknowledges  that it shall be  responsible  for any
            costs or expenses  incurred in rendering  services  pursuant to this
            Agreement, including but not limited to the hiring of subcontractors
            and any and all  expenses  incurred  as a result  of any  agreements
            between  Consultant and South Beach  Securities  Inc. and/or William
            Friedman,  but not  including  obligations  arising from  agreements
            directly between the Company and said consultants.

5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company  hereby  represents,  warrants,  covenants  to and agrees with
Consultants that:

      a.    This Agreement has been duly authorized, and executed by the Company
            and  is  a  binding  obligation  of  the  Company,   enforceable  in
            accordance with its terms,  except as rights to indemnity  hereunder
            may be  limited by  applicable  federal  or state  securities  laws,
            except  in each  case  as  such  enforceability  may be  limited  by
            bankruptcy,  insolvency,  reorganization  or similar laws  affecting
            creditor's rights generally.

6.    INDEPENDENT CONTRACTOR

      Both the Company and the Consultant  agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee,  agent or other authorized  representative of Consultant,  is a
partner,  joint  venturer,  agent,  officer or employee of the Company.  Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any third  party,  it being  intended  that  each  shall  remain an  independent
contractor and responsible only for its own actions.

7.    NOTICES

      Any notice, request,  demand, or other communication given pursuant to the
terms of this  Agreement  shall be deemed given upon  delivery,  and may only be
delivered  or sent  via  hand  delivery,  facsimile,  or by  overnight  courier,
correctly  addressed to the addresses of the parties  indicated below or at such
other address as such party shall in writing have advised the other party.


                                  Page 3 of 5
<PAGE>

If to The Company:                  Weight Loss Forever International, Inc.
                                    120 International Parkway, Suite 120
                                    Heathrow, FL  32746
                                    Facsimile (___) ___________________

If to Consultant:                   Wellness Ventures, LLC

                                    Facsimile (___) ___________________

8.    ASSIGNMENT

      This  contract  shall inure to the benefit of the  parties  hereto,  their
heirs,  administrators  and successors in interest.  This Agreement shall not be
assignable by the Company without the prior written  consent of Consultant,  but
the  consideration  due to  Consultant  may be  assigned by  Consultant  without
further  approval  by the  Company.  In the  event  of such an  assignment,  the
Consultant  agrees to provide  notice to the Company  within  five (5)  business
days.

9.    CHOICE OF LAW AND VENUE

      This Agreement and the rights of the parties  hereunder  shall be governed
by and construed in accordance  with the laws of the State of Florida  including
all matters of construction,  validity, performance, and enforcement and without
giving effect to the  principles of conflict of laws.  Any action brought by any
party hereto shall be brought within the County of Orange, State of Florida.

10.   ENTIRE AGREEMENT

      Except as provided herein, this Agreement,  including  exhibits,  contains
the entire agreement of the parties,  and supersedes all existing  negotiations,
representations,   or  agreements  and  all  other  oral,   written,   or  other
communications  between them  concerning the subject  matter of this  Agreement.
There are no representations,  agreements, arrangements, or understandings, oral
or written,  between and among the parties hereto relating to the subject matter
of this Agreement that are not fully expressed herein.

11.   SEVERABILITY

      If any provision of this Agreement is unenforceable,  invalid, or violates
applicable  law, such  provision,  or  unenforceable  portion of such provision,
shall be deemed  stricken and shall not affect the  enforceability  of any other
provisions of this Agreement.

12.   CAPTIONS

      The  captions  in  this  Agreement  are  inserted  only  as  a  matter  of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the parties,  and
shall not affect this Agreement or the construction of any provisions herein.


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<PAGE>

13.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts,  each of which
shall be deemed an original,  but all of which shall together constitute one and
the same instrument.

14.   MODIFICATION

      No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.

15.   ATTORNEYS FEES

      Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing  party for all reasonable  expenses incurred in
resolving such dispute, including reasonable attorneys' fees.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the Effective Date.

"Company"                                    "Consultant"

Weight Loss Forever International, Inc.,     Wellness Ventures, LLC,
a Nevada corporation                         a Florida limited liability company


/s/ John Martin                              /s/ Christopher M. Swartz
----------------------------------------     -----------------------------------
By:  John Martin                             By:  Christopher M. Swartz
Its: President                               Its: Managing Member


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