EXHIBIT 10.2


                        INDEPENDENT CONTRACTOR AGREEMENT

         THIS INDEPENDENT CONTRACTOR AGREEMENT  ("Agreement") is entered into on
the 15th day of  November,  2004 by and between  BRAMPTON  CREST  INTERNATIONAL,
INC., a Nevada corporation, its successors and assigns maintaining its principal
offices  Miami Beach.  Florida,  (hereinafter  referred to as  "BRAMPTON" or the
"Company") and [Lenny Bushman] and [Michael Breindel]  (hereinafter  referred as
"Consultant").

                                    RECITALS

         WHEREAS, Consultant is engaged in the business of distributing consumer
personal  care  products and has knowledge and expertise to render the requisite
services to BRAMPTON; and

         WHEREAS,  BRAMPTON is desirous of retaining  Consultant for the purpose
of obtaining  these  services so as to better,  more fully and more  effectively
deal more effectively in the financial services and business community.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:

                                    AGREEMENT

         1. Independent Contractor. It is agreed between the parties that:

                  (a)  Consultant  will  act  at  all  times  as an  independent
contractor  hereunder  and  shall  hold  itself  out  to  third  parties  as  an
independent contractor of the Company. Consultant shall never be deemed to be an
employee of the Company.

                  (b) Consultant is available to provide the Services hereunder.
Consultant  warrants that  Consultant  shall not breach any  agreement  with any
third party as a consequence of providing the Services hereunder.

                  (c) The  Company  shall not be liable  for the  payment of any
federal, state, local income, social security, or any other taxes arising out of
or related to Consultant's work for the Company.

                  (d) Except to the extent provided herein, Consultant shall not
receive or be entitled to any  consideration,  compensation,  or benefits of any
kind from the Company, including, but not limited to, pension, profit sharing or
similar  plans  or  benefits,  accident,  health,  medical,  life or  disability
insurance benefits or coverage.

                  (e) Consultant  shall set, at his own  discretion,  the hours,
the order,  the  strategy,  and the methods  necessary  to provide the  Services
required of Consultant hereunder.

                  (f) Consultant has sufficient ability, training, and knowledge
to carry  out  satisfactorily  the  Services  to be  provided  pursuant  to this
Agreement  without  any control on the part of the  Company  and,  based on this


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expertise,  shall determine the strategies  needed to accomplish the work and to
achieve satisfactory results for the Company.

                  (g) Consultant  shall be reimbursed for all  pre-approved  and
reasonable costs and expenses incurred in connection with the performance of the
duties required of Consultant not to exceed $500.00 US Dollars per month.

         2. Scope of Services.

                  (a) During  the Term (as such term is  defined  below) of this
Agreement,  Consultant  shall  use his best  efforts  to  distribute  BRAMPTON`S
consumer personal care products to the Territory; specifically:

        o    Creams and lotions.
        o    Micro Dermabrasion motorized scrubbing and cleaning system.
        o    Develop a national sales organization as provided in (b) below.
        o    Develop and market own private label products.

"Territory"  shall mean the Eastern  United  States (those states in the Eastern
Time Zone).

                  (b)  Consultant  has no authority  to enter into  contracts or
agreements  on behalf of the  Company,  except  with the  written  authority  of
BRAMPTON. This Agreement does not create a partnership between the parties.

                  (c) Consultant agrees to provide  assurances of performance to
the  Company,  including  but not  limited to  providing  the  Company  with all
information  related to the  performance  by Consultant  of the  Services,  such
assurances to demonstrate that Consultant is using Consultant's  reasonable best
efforts to perform the  obligations  hereunder in accordance  with all necessary
care, skill, and diligence (the  "Assurances").  Such requests for Assurances by
the  Company  shall be  provided  to the  Company  upon  written  request by the
Company.

         (d) Consultant  acknowledges  and agrees that it will not make any oral
or written warranties or representations  regarding the Services of the Company,
without the approval of the Company.
                  (e) Consultant represents and warrants that the Consultant has
250 active accounts.

         3. Term.  This Agreement shall commence on the Effective Date and shall
continue  in  effect  for a term  of  one  year  (the  "Term"),  unless  earlier
terminated pursuant to Section 5.

         5. Compensation.

                  (a)  For  the  services  to  be  rendered  and   performed  by
Consultant in the sale of the creams and lotions,  Consultant  shall receive 30%
of the  whole  sale  price,  after  expenses,  from the sale of the  creams  and
lotions.  Such fees shall be paid by the 5th day of the month following  receipt
by the Company of the funds from the sale of the creams and lotions.

                  (b)  For  the  services  to  be  rendered  and   performed  by
Consultant in the sale of the Micro  Dermabrasion  motorized device,  Consultant


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shall receive 30% of the whole sale price,  after  expenses.  Such fees shall be
paid by the 5th day of the month  following  receipt by the Company of the funds
from the sale of the Micro Dermabrasion device.

                  c) For the services to be rendered and performed by Consultant
in the sale of the Micro Dermabrasion motorized scrubbing and cleaning system by
the parties independently contracted by the Consultant, Consultant shall receive
a  override  percentage  from the sale of the  creams  and  lotions  by  parties
independently  contracted by the Consultant  (less any fees paid pursuant to (a)
and (b) herein).  Any additional  compensation and or an override percentage for
organizing a national  sales force will be discussed at a later date or when the
company is financially capable of the undertaking.
                  d) If and when the Company has an employee  stock option plan,
the same plan will be offered to the consultant.


         5.  Termination.  The Company may terminate  this  Agreement  under the
following conditions:

         (a)      By the Company at will in writing. The Consultant will be paid
                  all  commissions  owed  and  as  further   consideration   the
                  Consultant will be paid $5,000 US dollars upon  termination of
                  this agreement.

         (b)      By either the Company or Consultant, upon a material breach of
                  any  representation,  warranty,  covenant or  agreement on the
                  part of the Company or Consultant  respectively,  set forth in
                  this Agreement,  or if any  representation  or warranty of the
                  Company or Consultant, respectively, shall have become untrue,
                  (a "Terminating Breach"), and such breach shall, if capable of
                  cure,  not have been cured within ten (10) days after  receipt
                  by the  party in  breach  of a notice  from the  non-breaching
                  party setting forth in detail the nature of such breach.

         (c)      By mutual written consent of both parties.

         (d)      Upon a change  of  control  transaction.  "Change  of  Control
                  Transaction" means the occurrence after the date hereof of any
                  of (i) an  acquisition  after the date hereof by an individual
                  or legal entity or "group" (as  described  in Rule  13d5(b)(1)
                  promulgated  under the  Securities  Exchange  Act of 1934,  as
                  amended)  of  effective  control  (whether  through  legal  or
                  beneficial  ownership  of  capital  stock of the  Company,  by
                  contract  or  otherwise)  of in  excess  of 33% of the  voting
                  securities of the Company,  including,  but not limited,  to a
                  merger, sale, transfer or share exchange or (ii) the execution
                  by the Company of an agreement to which the Company is a party
                  or by which it is bound,  providing  for any of the events set
                  forth above in (i).

          (e)     Upon written notice to Consultant exercising or confirming the
                  right  of   termination   hereunder,   as  of  the  date  such
                  termination  is effective,  the Company shall be released from
                  all   obligations   hereunder   immediately   upon   any  such
                  termination,  including, but not limited to, the obligation to
                  compensate Consultant pursuant to the terms of Section 4.


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         6. Representations and Warranties of Consultant. Consultant warrants to
The Company that:

                  (a)  Consultant  is  not  currently   under  any  contract  or
agreement  with  any  party  that  will  prevent   Consultant   from  performing
Consultant's duties under this Agreement;

                  (b) Consultant is not, and by the  performance of Consultant's
duties under this Agreement will not be, in breach of any agreement with respect
to any trade secrets or confidential information owned by any other party;

                  (c)  Consultant has not entered into, and will not enter into,
any agreement, either written or oral, in conflict with this Agreement.

         7. Confidentiality and Development.

                  (a)  Consultant  acknowledges  that in order for Consultant to
perform the duties  hereunder  properly,  the Company must  necessarily  entrust
Consultant  with certain Trade  Secrets and  Confidential  Information  (as such
terms  are  defined  below)  belonging  to  the  Company.   Consultant   further
acknowledges that the Trade Secrets and Confidential  Information are within the
exclusive  knowledge and possession of the Company,  are not generally available
to the public,  are  protected  and kept secret by the Company and  constitute a
valuable  asset of the Company  which gives the  Company an  advantage  over its
competitors. Consultant further acknowledges that the development or acquisition
of such Trade Secrets or Confidential  Information is the result of great effort
and expense by the Company, that the Trade Secrets and Confidential  Information
are  critical  to  the  success  and  survival  of the  Company,  and  that  the
unauthorized disclosure or use of the Trade Secrets or Confidential  Information
would cause the Company irreparable harm.  Accordingly,  Consultant requires and
agrees that the  restrictions  contained in this  Agreement are  reasonable  and
necessary to protect the Company's legitimate business interests.  Except as may
be required in connection with Consultant's  services to the Company's business,
Consultant  will not at any time,  whether  during or after the  termination  of
services  with the  Company,  use or reveal to any  person or entity  any of the
Trade Secrets or  Confidential  Information of the Company or of any third party
which  belongs to or is used by the  Company  for which the  Company is under an
obligation  to keep  confidential,  except as may be  required  in the  ordinary
course of  performing  the duties  described  in Section 2.  Consultant  further
agrees to keep secret all matters  entrusted to Consultant  and shall not use or
disclose or attempt to use or disclose any such information in any manner which,
among other things,  may be calculated to injure or cause loss whether  directly
or indirectly to the Company.

                  (b)   Further,   Consultant   agrees  that  during  the  Term,
Consultant  shall not  make,  use or  permit  to be used any  notes,  memoranda,
reports, lists, records, drawings, sketches, pictures, specifications,  software
programs,  data, documentation or other material containing the Trade Secrets or
Confidential  Information of or concerning any of its dealings or affairs of the
Company (collectively, the "Company Property") other than for the benefit of the
Company.

                  (c) As used herein, "Trade Secrets" means information, without
regard to form,  including without limitation a formula,  pattern,  compilation,
program,  device,  method,  technique,  or process that: (i) derives independent
economic value, actual or potential,  from not being generally known to, and not
being  readily  ascertainable  by proper means by, other  persons who can obtain
economic  value from its  disclosure  or use; and (ii) is the subject of efforts
that are reasonable  under the  circumstances  to maintain its secrecy.  As used


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herein, "Confidential Information" means information,  other than Trade Secrets,
that is of value to the Company and is treated as  confidential.  Trade  Secrets
and Confidential Information may include,  without limitation,  information with
respect to the Company's organization, business, finances, inventions, products,
designs, methods, know-how,  techniques,  systems, processes, software programs,
works of  authorship,  customer  lists,  projects,  plans,  proposals,  computer
password(s), access number(s) and/or alarm code(s).

                  (d) Consultant's obligations with respect to (i) Trade Secrets
will survive for so long as such  information  constitutes a Trade  Secret,  and
(ii)   Confidential   Information  will  survive   indefinitely   following  the
termination of Consultant's service with the Company.

         8.       Indemnification.

                  (a)  Consultant  shall  indemnify and hold the Company and its
affiliates' directors, officers, employees, and agents harmless from and against
any and all claims  that result from a breach by  Consultant  of this  Agreement
including, but not limited to, any representations,  warranties, or covenants of
Consultant  provided herein or any damages caused to any property of the Company
or his  affiliates,  or injury to persons  caused by the willful  misconduct  or
gross negligence of Consultant. The Company shall give Consultant prompt written
notice of the assertion of any such claim.  Consultant  shall assume the defense
of such claim at his own expense,  with counsel of his own choosing  (subject to
the Company's  reasonable  approval),  and shall have complete  control over the
claim, provided that Consultant shall not settle the claim without the Company's
prior written approval,  which approval shall not be unreasonably  withheld. The
Company shall be entitled to  participate in any such defense at its own expense
with counsel of its own choosing.

           (b) The Company shall indemnify and hold Consultant harmless from and
against  any and all claims  that  result  from a breach by the  Company of this
Agreement  including,  but not limited to, any representations,  warranties,  or
covenants of the Company  provided  herein or any damages caused to any property
of Consultant,  or injury to persons  caused by the willful  misconduct or gross
negligence  of the Company.  Consultant  shall give the Company  prompt  written
notice of the assertion of any such claim.  The Company shall assume the defense
of such claim at his own expense,  with counsel of its own choosing  (subject to
Consultant's  reasonable  approval),  and shall have  complete  control over the
claim, provided that the Company shall not settle the claim without Consultant's
prior written  approval,  which  approval  shall not be  unreasonably  withheld.
Consultant  shall be  entitled  to  participate  in any such  defense at his own
expense with counsel of his own choosing.

         9. Equitable Relief.  The parties to this Agreement  acknowledge that a
breach by Consultant of any terms or conditions of this  Agreement  shall result
in irreparable  harm to the Company and that the remedies at law for such breach
may not  adequately  compensate the Company for damages  suffered.  Accordingly,
Consultant  agrees  that in the  event  of such  breach,  the  Company  shall be
entitled  to  injunctive  relief or such  other  equitable  remedy as a court of
competent  jurisdiction may provide.  Nothing contained herein will be construed
to limit the Company's  right to any remedies at law,  including the recovery of
damages for breach of this Agreement.  Therefore,  the Company shall be entitled
to specific  performance  and  injunctive  and other forms of  equitable  relief


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without the  requirement to post a bond or other form of security in addition to
the Company's  remedies at law, including an injunction  restraining  Consultant
from committing or continuing such breach.

         10.  Severability.  Consultant hereby agrees that each provision herein
shall  be  treated  as  a  separate  and  independent   clause,   and  that  the
unenforceability  of any one clause shall in no way impair the enforceability of
any of the other  clauses  herein.  Moreover,  if one or more of the  provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to  scope,  activity,  or  subject  so as to be  unenforceable  at law,  such
provision or provisions  shall be construed by the appropriate  judicial body by
limiting and reducing it or them, so as to be  enforceable to the maximum extent
compatible with the current applicable law.

         11.  Notices.  Any  notice  to be given by  either  party to the  other
hereunder  shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to such party at the address specified
on the first page of this  Agreement  or such other  address as either party may
have given to the other in writing.

         Any  party  may  send  any  notice,  request,  demand,  claim  or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  facsimile,  ordinary  mail or  electronic  mail),  but no such notice,
request,  demand, claim or other communication shall be deemed to have been duly
given  unless and until it  actually  is  received  or  refused by the  intended
recipient. Any party may change the address to which notices, requests, demands,
claims and other  communications  hereunder  are to be  delivered  by giving the
other party notice in the manner herein set forth.

         12.  Miscellaneous.  This  Agreement  shall not be amended or  modified
except by a writing  executed by both parties.  This Agreement  shall be binding
upon and inure to the benefit of the Company. Due to the personal nature of this
Agreement,  Consultant shall not have the right to assign Consultant's rights or
obligations  under  this  Agreement  without  the prior  written  consent of the
Company,  which  consent  may be  withheld in the  Company's  sole and  absolute
discretion.  Any  waiver by the  Company  of a breach of any  provision  of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such  provision  or any  other  provision  hereof.  This  Agreement  shall be
governed by the laws of the State of Florida,  without  regard to  conflicts  of
laws principles.  Any suit,  action, or proceeding arising out of or relating to
this  Agreement  shall be  commenced  and  maintained  in any court of competent
jurisdiction in the State of Florida,  with exclusive venue in Miami-Dade County
and the parties consent to jurisdiction  there. All  communications  required or
otherwise  provided under this Agreement shall be in writing and shall be deemed
given when  delivered to the last known address of the party by hand, by courier
or express  mail,  or by  registered  or certified  United  States mail,  return
receipt  requested,   postage  prepaid.   Consultant's  obligations  under  this
Agreement shall survive the termination of  Consultant's  service  regardless of
the manner of such  termination  and shall be binding upon  Consultant's  heirs,
executors, administrators, and legal representatives.

         Neither party shall have the right to assign this Agreement without the
written  consent of the other  party,  except  that the  Company may assign this
party to a successor  entity and all covenants and  agreements  hereunder  shall
inure to the  benefit of and be  enforceable  by the  assignee.  This  Agreement
represents  the entire  understanding  of the  parties  regarding  the terms and
conditions of Consultant's  service or prospective  service to the Company,  and
supersedes   and   terminates   all   prior   communications,   agreements   and


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understandings,  whether oral or written, relating to the subject matter hereof.
Consultant  acknowledges  that  Consultant  has  not  been  represented  by  the
Company's  attorney in connection with this  Agreement,  and that Consultant has
been  advised and has had an  opportunity  to seek  separate  legal  counsel and
representation  in  this  matter.  Consultant  shall  be  obligated  to pay  all
incidental and consequential  damages which the Company may sustain by reason of
Consultant's  breach  of any  provision  of this  Agreement,  including  without
limitation,  all legal fees and other expenses  incurred by the Company.  In the
event of any litigation arising out of the services or covenants contemplated in
this Agreement,  the costs of such litigation,  including reasonable  attorneys'
fees (through all levels of appeals) of the prevailing  party,  shall be paid by
the  non-prevailing  party.  This  Agreement  may be  executed  in  one or  more
counterparts,  each  counterpart  to be considered  an original  portion of this
Stipulation and all of which shall constitute a singular document.

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

CONSULTANT:                                 THE COMPANY:

                                            BRAMPTON CREST INTERNATIONAL, INC.


By: Michael Breindel                        By:
    ---------------------------                 ---------------------------

Name:                                       Name:
      -------------------------                   -------------------------

Title:                                      Title:
       ------------------------                    ------------------------



CONSULTANT:

By: Lenny Bushman
    ---------------------------

Name:
      -------------------------

Title:
       ------------------------



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