Exhibit 10.8


    
      
        	Independent Contractor
                Agreement	
                 03/19/02

              


      

    

      

    Independent
      Contractor Agreement

    


    


    Agreement
      made this 21 day of February, 2002 by and between California NewsTech
      Corporation (hereinafter referred to as "Company") and George Serban
      (hereinafter referred to as "Contractor") with its principal place of business
      at
      ______________________________________________________________________________.

    


    WEHREAS,
      the Contractor provides services to the general public in an independent
      capacity;

    WEHREAS,
      the Company is in the business of Internet advertising and

    WEHREAS,
      the Contractor desires to utilize Contractor services at its own offices and
      as
      required, the Company's location, it is therefore

    


    AGREED
      AS
      FOLLOWS:

    


    


    
      	1.  	
              Scope
                of Services:

            


    

    Contractor
      agrees, pursuant to the terms herein, to provide specialized services as an
      independent contractor to the Company. The Scope of Services and the Recipient
      are further defined on the attached Purchase Order which is made a part
      hereof.

    


    
      	2.  	
              Termination:

            


    

    Contractor
      services under this Agreement will begin and terminate pursuant to the period
      covered by the Purchase Order and any renewals or extensions thereof. This
      Agreement shall be for a period of 6 months months, commencing on February
      21,
      2002 and terminating August 21, 2002 however, this Agreement may be terminated
      by either party on 10 days written notice, unless Contractor commits a breach
      of
      this Agreement, at which time this Agreement may be immediately terminated
      by
      the Company.

    


    
      	3.  	
              Restrictions:

            


    

    During
      the term of this Agreement and any renewals thereof, and for twelve (12) months
      after the expiration of the initial and renewal periods, Contractor agrees
      that
      neither it nor any of its personnel will provide or attempt to provide, directly
      or indirectly, any services to any competitor of the Company.

    


    
      	4.  	
              Contractor
                Representations:

            


    

    Contractor
      represents that all information provided by it including, but not limited to,
      the resume, interview and references are true, accurate and complete; the
      Contractor is not restricted by any employment or other contractor agreement;
      it
      has all the skills and training necessary to perform the services required
      by
      this Agreement; and Contractor has and maintains books and records which reflect
      items of income and expenses of its trade or business and offers its services
      to
      third parties.

    Contractor
      makes these representations with the knowledge that the Company will rely on
      the
      representations. In addition to any other remedies the Company may have, it
      may
      terminate this Agreement in the event of any misstatement or
      misrepresentation.

    


    
      	5.  	
              Payment
                Terms:

            


    

    Payment
      will be at $200 per month.

    


    
      	6.  	
              Expenses:

            


    

    No
      travel, living, training, entertainment or other costs than Internet connection
      will be billed by or paid to Contractor unless otherwise agreed. Contractor
      shall provide its own tools, equipment or other materials to Contractor.


    Contractor
      will receive 1 personal computer which Contractor will return to the Company
      upon the termination of this agreement. The individual components of the
      personal computer are listed in the Appendix A to this Agreement. Any necessary
      upgrades of the personal computer will be the responsibility of the
      CNT.

    Contractor
      will return the personal computer within ten days of the CNT request to do
      so.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	Independent Contractor
              Agreement	
               03/19/02

            


    

     

    The
      Internet connection cost has to be pre-approved by the Company.

    


    
      	7.  	
              Confidential
                Information:

            


    

    All
      information (pertaining to any of Company's inventions, designs, tools,
      equipment, unpublished written materials, plans, processes, costs, methods,
      systems, improvements, or other private or confidential materials) which is
      obtained by Contractor in the performance of Contractor's work and which is
      not
      publicly disclosed by Company shall be considered as confidential and
      proprietary to Company. 

    The
      terms
      of Contractor's assignment including the Contractor's compensation and the
      assignment terms of other Company's employees and the scope of Contractor's
      work
      shall be considered confidential.

    Contractor
      shall not at any time during or after such employment, disclose such information
      nor the nature of the service which Contractor renders to Company, except to
      authorized representative of Company.

    


    
      	8.  	
              Relationship
                of the Parties:

            


    

    The
      parties to this Agreement agree that the relationship created by this Agreement
      is that of Company-Independent Contractor and that no employer/empoyee
      relationship by or between the Contractor and the Company is intended by any
      party.

    


    
      	9.  	
              Contractor
                Employees:

            


    

    It
      shall
      be the Contractor's responsibility to provide Worker's Compensation insurance
      and, if applicable, pay any premium "overtime" rate, for its employees who
      work
      on the project covered by this Agreement and to make required FICA, FUTA, income
      tax withholding or other payments related to such employees, and to provide
      Company with suitable evidence of the same whenever requested. In the event
      of
      any claims brought or threatened by any party against the Company related to
      the
      status, acts or omissions of Contractor or its personnel, Contractor agrees
      to
      cooperate in all reasonable respects , including to support the assertions
      of
      Contractor status made in this Agreement. Contractor further agrees to file
      all
      necessary income tax reports and forms on a timely basis and make all payments
      due to the appropriate taxing authority.

    


    
      	10.  	
              Right
                to Supervise:

            


    

    Contractor
      shall utilize his own independent judgment and discretion in the performance
      of
      the work without supervision or right to supervise or control as to the means
      and manner including time, location and sequencing of performance by the
      Company.

    


    
      	11.  	
              Service
                to Others

            


    

    Contractor
      may provide services to others during the term of this Agreement provided that
      it does not interfere with his obligations and performance
      hereunder.

    


    
      	12.  	
              Risk
                of Loss:

            


    

    Contractor
      hereby releases Company from any liability relating to representations about
      the
      task requirements or to the conditions under which the Contractor will be
      working. Contractor shall be solely responsible and liable for the services
      it
      provides hereunder and will not look to Company for any indemnification or
      sharing of risk in the performance of its duties or the resulting work
      product.

    


    
      	13.  	
              Insurance:

            


    

    Contractor
      agrees to indemnify and hold Company harmless from any and all liability or
      expense that Company may incur by reason of bodily injury to any person, or
      property damage, or both, caused in whole or in part by the acts of the
      Contractor, its agents, servants and employees while performing work or services
      pursuant to this Agreement, including reasonable attorney's fees. 

    


    
      	14.  	
              Cost
                of Suits:

            


    

    If
      Company is successful in recovering damages or obtaining injunctive relief,
      Contractor agrees to be responsible for paying all of Company's expenses in
      seeking such relief, including all costs of bringing suit and all reasonable
      attorneys' fees.

    


    
      	15.  	
              Entire
                Agreement:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	Independent Contractor
              Agreement	
               03/19/02

            


    

    
       

      This
        Agreement and any attachments or exhibits hereto represent the entire agreement
        and understanding of the parties and any modification thereof shall not be
        effective unless contained in writing signed by both parties. Any prior
        agreements have been merged into this Agreement. 

    

    

      	16.  	
              Severability:

            


    

     

    Each
      provision of the Agreement shall be considered severable such that if any one
      provision of clause conflicts with existing or future applicable law, or may
      not
      be given full effect because such law, this shall not affect any other provision
      of the Agreement which can be given effect without the conflicting provision
      of
      clause.

    


    
      	17.  	
              Right
                to Assign:

            


    

    Contractor
      is to provide services through it personnel named in the Purchase Order, for
      whom it is responsible, and may not assign its rights under this Agreement
      or
      any Purchase Order and may not subcontract its obligations hereunder to
      others.

    


    
      	18.  	
              Conflicts

            


    

    To
      the
      extent that there may be any conflict between the terms of this agreement and
      any Purchase Order which may be given hereto, this Agreement shall take
      precedence.

    


    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
      date
      first above written.

     

    Approval:

     

    
      	California NewsTech Corporation	Attn: 
	Marian Munz	 
	 	 
	By:________________________ 	By:________________________
	Title: 
              President	Title: