EXHIBIT 10(c)   Independent Contractor Agreement with Matthew Boyce





                INDEPENDENT CONTRACTOR AGREEMENT

     This  Agreement, made this 1st day of April,  2003  between,
Estelle Reyna, Inc. hereinafter referred to as "Company", located
at   8343  E.  Earll  Dr.  Scottsdale,  AZ  and  Matthew   Boyle,
hereinafter referred to as "Independent Contractor", collectively
referred to as the "Parties".

                            RECITALS

     Independent  Contractor  is engaged  in  providing  computer
consulting  business  services, with  their  principal  place  of
business  at  (address 6 Tamarron Ct.; Madison, WI. Employer  Tax
I.D.  Number  ____________. Business License Number ____________.
Independent Contractor has complied with all Federal,  State  and
local  laws regarding business permits, sales permits,  licenses,
reporting  requirements, tax withholding requirements, and  other
legal requirements of any kind that may be required to carry  out
said  business and the Scope of Work which is to be performed  as
an Independent Contractor pursuant to this Agreement. Independent
Contractor  is  or  remains open to conducting similar  tasks  or
activities  for  clients  other  than  the  Company   and   holds
themselves out to the public to be a separate business entity.

     Company  desires to engage and contract for the services  of
the  independent Contractor to perform certain tasks as set forth
below.   Independent  Contractor  desires  to  enter  into   this
Agreement  and  perform  as  an independent  contractor  for  the
company  and is willing to do so on the terms and conditions  set
forth below.

     NOW,  THEREFORE, in consideration of the above recitals  and
the  mutual  promises and conditions contained in this Agreement,
the Parties agree as follows:

                              TERMS

1.    This Agreement shall be effective commencing April 1, 2003,
and  shall  continue until terminated at the  completion  of  the
Scope  of  Work which shall occur no later than - N/A  -   or  by
either party as otherwise provided herein.

STATUS OF INDEPENDENT CONTRACTOR

2.   This Agreement does not constitute a hiring by either party.
It  is  the parties intentions that Independent Contractor  shall
have an independent contractor status and not be an employee  for
any  purposes,  including but not limited to, the application  of
the  Federal Insurance Contribution Act, the Social Security Act,
the  Federal Unemployment Tax Act, the provisions of the Internal
Revenue  Code,  the State Revenue and Taxation Code  relating  to
income  tax  withholding at the source of  income,  the  Workers'
Compensation Insurance Code 401(k) and other benefit payments and
third party liability claims. Independent Contractor shall retain
sole  and absolute discretion in the manner and means of carrying
out their activities and responsibilities in this Agreement. This
Agreement  shall  not  be  considered  or  construed  to   be   a
partnership or joint venture, and the Company shall not be liable
for  any  obligations incurred by Independent  Contractor  unless
specifically authorized in writing. Independent Contractor  shall
not  act as an agent of the Company, ostensibly or otherwise, nor
bind the Company in any manner, unless specifically authorized to
do so in writing.

TASKS, DUTIES, AND SCOPE OF WORK

3.    Independent  Contractor agrees  to  devote  as  much  time,
attention,  and  energy as necessary to complete or  achieve  the
following:  Handle all programming tasks associated with  Estelle
Reyna, Inc.'s web properties. The above to be referred to in this
Agreement  as the "Scope of Work." It is expected that the  Scope
of  Work  will  completed  as  agreed  upon  with  Estelle  Reyna
Management.

4.    Independent Contractor shall additionally perform  any  and
all  tasks and duties associated with the Scope of Work set forth
above, including but not limited to, work being performed already
or  related  change orders. Independent Contractor shall  not  be
entitled to engage in any activities which are not expressly  set
forth by this Agreement.

5.   The books and records related to the scope of work set forth
in   this  Agreement  shall  be  maintained  by  the  Independent
Contractor  at  the Independent Contractor's principal  place  of
business and open to inspection by Company during regular working
hours.  Documents  to which Company will be entitled  to  inspect
include,  but are not limited to, any and all contact  documents,
change  orders/purchase orders and work authorized by Independent
Contractor  or Company on existing or potential projects  related
to this Agreement.

6.     Independent  Contractor  shall  be  responsible   to   the
management  and  directors of Company but Independent  Contractor
will  not  be required to follow or establish a regular or  daily
work  schedule.  Supply  all necessary equipment,  materials  and
supplies.  Independent Contractor will not rely on the  equipment
or  offices  of  Company for completion of tasks and  duties  set
forth  pursuant  to this Agreement. Any advice given  independent
Contractors  regarding the scope of work shall  be  considered  a
suggestion only, not an instruction. Company retains the right to
inspect,  stop,  or alter the work of Independent  Contractor  to
assure its conformity with this Agreement.

COMPENSATION

7.   Independent Contractor shall be entitled to compensation for
performing those tasks and duties related to the Scope of Work as
follows:  As agreed upon with Estelle Reyna Management  prior  to
start of each job.

8.     Such   compensation  shall  become  due  and  payable   to
Independent Contractor in the following time, place, and  manner:
See above (# 7)

NOTICE CONCERNING WITHHOLDING OF TAXES

9.    Independent Contractor recognizes and understands  that  it
will  receive  an IRS 1099 statement and related tax  statements,
and  will  be  required to file corporate and/or  individual  tax
returns  and  to pay taxes in accordance with all  provisions  of
applicable  Federal and State law. Independent Contractor  hereby
promises  and agrees to indemnify the Company for any damages  or
expenses,  including attorney fees, and legal expenses,  incurred
by the Company as a result of independent contractor's failure to
make such required payments.

AGREEMENT TO WAIVER RIGHTS TO BENEFITS

10.   Independent Contractor hereby waives and foregoes the right
to   receive  any  benefits  given  by  Company  to  its  regular
employees,  including,  but  not  limited  to,  health  benefits,
vacation and sick leave benefits, profit sharing plans,  such  as
401(k)  plans.  This  waiver  is  applicable  to  all  non-salary
benefits  which  might  otherwise  be  found  to  accrue  to  the
Independent  Contractor by virtue of their services  to  Company,
and   is   effective  for  the  entire  duration  of  Independent
Contractor's  agreement with Company. This  waiver  is  effective
independently  of Independent Contractor's employment  status  as
adjudged for taxation purposes or for any other purpose.

11.   Neither this Agreement, nor any duties or obligations under
this  Agreement  may  be  assigned by either  party  without  the
consent of the other.

TERMINATION

12.  This Agreement may be terminated prior to the completion  or
achievement of the Scope of Work by either party giving  30  days
written  notice. Such termination shall not prejudice  any  other
remedy to which the terminating party may be entitled, either  by
law, in equity, or under this Agreement.

NON-DISCLOSURE OF TRADE SECRET, CUSTOMER LISTS AND OTHER
PROPRIETARY INFORMATION

13.    Independent   Contractor  agrees  not   to   disclose   or
communicate,  in  any manner, either during or after  Independent
Contractor's  agreement with Company, information  about  Company
its  operations, clientele, or any other information, that relate
to  the  business of Company including, but not limited  to,  the
names of its customers, its marketing strategies, operations,  or
any   other  information  of  any  kind  which  would  be  deemed
confidential, a trade secret, a customer list, or other  form  of
proprietary   information  of  Company.  Independent   Contractor
acknowledges   that  the  above  information  is   material   and
confidential  and that it affects the profitability  of  Company.
Independent  Contractor  understands  that  any  breach  of  this
provision,  or  that  of  any  other  Confidentiality  and   Non-
Disclosure  Agreement is a material breach of this Agreement.  To
the  extent  Independent Contractor feels they need  to  disclose
confidential  information, they may do so  only  after  obtaining
written authorization from (an officer) of the Company.

NON-SOLICITATION

14.   Independent Contractors shall not, during the Agreement and
for  a  period  of one year immediately following termination  of
this  Agreement, either directly or indirectly, call on, solicit,
or  take away, or attempt to call on, solicit, or take away,  any
of  the  customers or clients of the Company on whom  Independent
Contractor called or became acquainted with during the  terms  of
this  Agreement either for their own benefit, or for the  benefit
of any other person, firm, corporation or organization.

NON-RECRUIT

15.   Independent Contractor shall not, during this Agreement and
for  a  period  of one year immediately following termination  of
this  agreement, either directly or indirectly,  recruit  any  of
Company employees for the purpose of any outside business.

RETURN OF PROPERTY

16.   On termination of this Agreement, or whenever requested  by
the  parties, each party shall immediately deliver to  the  other
party  all  property  in its possession, or under  its  care  and
control, belonging to the other party to them, including but  not
limited  to,  proprietary  information,  customer  lists,   trade
secrets,  intellectual  property,  computers,  equipment,  tools,
documents,  plans, recordings, software, and all related  records
or accounting ledgers.

EXPENSE ACCOUNTS

17.   Independent  Contractor and the Company agree  to  maintain
separate   accounts  in  regards  to  all  expenses  related   to
performing the Scope of' Work. Independent Contractor  is  solely
responsible  for  payment of expenses incurred pursuant  to  this
Agreement unless provided otherwise in writing by [an officer] of
the company. Independent Contractor agrees to execute and deliver
any  agreements and documents prepared by Company and to  do  all
other lawful acts required to establish document and protect such
rights.

WORKS FOR HIRE

18.   Independent Contractor agrees that the Scope of  Work,  all
tasks,  duties,  results,  inventions and  intellectual  property
developed  or performed pursuant to this Agreement are considered
"works  for hire" and that the results of said work is by  virtue
of  this Agreement assigned to the Company and shall be the  sole
property of Company for all purposes, including, but not  limited
to,  copyright, trademark, service mark, patent, and trade secret
laws.

LEGAL COMPLIANCE

19.   Independent Contractor is encouraged to treat  all  company
employees,  customers,  clients,  business  partners  and   other
affiliates   with   respect   and   responsibility.   Independent
Contractor is required to comply with all laws, ethical codes and
company  policies,  procedures, rules or  regulations,  including
those  forbidding  sex  harassment,  discrimination,  and  unfair
business practices.

LICENSING, WORKERS' COMPERSATION AND GENERAL LIABILITY INSURANCE

20.   Independent  Contractor agrees to  immediately  supply  the
Company  with proof of any licensing status required  to  perform
the   Scope   of  Work  pursuant  to  this  Agreement,   Workers'
Compensation Coverage where required by law and General Liability
Insurance, upon request of the Company.

PERSONS HIRED BY INDEPENDENT CONRACTOR

21.   All  persons hired by Independent Contractor to  assist  in
performing the tasks and duties necessary to complete  the  Scope
of  Work shall be the employees of Independent Contractor  unless
specifically  indicated otherwise in an agreement signed  by  all
parties.  Independent Contractor shall immediately provide  proof
of   Workers'   Compensation  insurance  and  General   Liability
insurance covering said employees, upon request of the Company.

NOTICES

22.   Any notice to be given hereunder by any party to the  other
may  be  affected either by personal delivery in  writing  or  by
mail,  registered  or  certified, postage  pre-paid  with  return
receipt  requested.  Mailed notices shall  be  addressed  to  the
parties at the addresses appearing in the introductory paragraphs
of  this  Agreement, but each patty may change their  address  by
written   notice  in  accordance  with  this  paragraph.  Notices
delivered  personally shall be deemed communicated as  of  actual
receipt; mailed notices shall be deemed communicated as  of  five
(5)  days  after mailing. Independent Contractor agrees  to  keep
Company  current as to their business and mailing  addresses,  as
well as telephone, facsimile, e-mail and pager numbers.

ATTORNEY'S FEES AND COSTS

23.  If any action at law or in equity is necessary to enforce or
interpret the terms of the Agreement, the prevailing party  shall
be  entitled  to reasonable attorney's fees, costs and  necessary
disbursements incurred both before or after judgment in  addition
to any other relief to which such party may be entitled.

MEDI ATION AND ARBITRATION

24.   Any  controversy  between the  parties  to  this  Agreement
involving  the construction or application of any of  the  terms,
provisions,  or  conditions of this Agreement, shall  on  written
request  of either party served on the other, be submitted  first
to mediation and then if still unresolved to binding arbitration.
Said  mediation or binding arbitration shall comply with  and  be
governed   by   the   provisions  of  the  American   Arbitration
Association  unless the Parties stipulate otherwise. The  parties
shall  each appoint one person to hear and determine the  dispute
and,  if they are unable to agree, then the two persons so chosen
shall select a third impartial arbitrator whose decision shall be
final  and conclusive upon both parties. The attorneys  fees  and
costs  of arbitration shall be borne by the losing party, as  set
forth  in  paragraph  23  above,  unless  the  Parties  stipulate
otherwise, or in such proportions as the arbitrator shall decide.

INDEMNIFICATION

25.    Independent  Contractor  shall  defend,  indemnity,   hold
harmless, and insure Company from any and all damages expenses or
liability  resulting from or arising out of,  any  negligence  or
misconduct on Independent Contract's part, or from any breach  or
default  of this Agreement which is caused or occasioned  by  the
acts  of  Independent Contractor. Independent  Contractors  shall
insure  that  its  employees  and  affiliates  take  all  actions
necessary  to comply with the terms and conditions set  forth  in
this  Agreement. Independent Contractor shall name Company as  an
additional  insured  on all related insurance policies  including
workers compensation, and general liability.

CONTAINMENT OF ENTIRE AGREEMENT

26.  This Agreement is an Independent document and supersedes any
and  all other Agreements, either oral or in writing between  the
parties  hereto, except any Confidentiality, Trade  Secret,  Non-
Compete,    Non-Disclosure,   Indemnification   or    Arbitration
Agreement.  This  Agreement contains all  of  the  covenants  and
Agreements between the parties, except for those set forth in any
Confidentiality,  Trade Secret, Non-Compete,  Non-Disclosure,  or
Arbitration Agreement.

REPRESENTATION

27.    Each  party  of  this  Agreement  acknowledges   that   no
representations, inducements, promises or agreements,  orally  or
otherwise,  have been made by any party hereto, or anyone  acting
on behalf of any patty hereto, which are not embodied herein, and
that  no  other agreement, statement or promise not contained  in
this  Agreement  shall be valid or binding. Any  modification  of
this Agreement shall be effective only if it is in writing signed
and dated by all parties hereto.

PARTIAL INVALIDITY

28.   If  any provision of this Agreement is held by a  Court  of
competent jurisdiction to be invalid, void or unenforceable,  the
remaining  provisions shall nevertheless continue in  full  force
and effect without being impaired or invalidated in any way.

GOVERNING LAW

29.   This  Agreement shall be governed by, and construed  under,
the laws of the State of Arizona.

30.   Jurisdiction and venue for all purposes  shall  be  in  the
County of Phoenix, State of Arizona.

Executed this day 1st day of April, 2003, at Madison, WI.

By:  /s/
     -------------------------
     Independent Contractor

By:  /s/
     -------------------------
     Company