Exhibit 10.11

Consulting Agreement

     This Consulting Agreement (this "Agreement") is made as of the 2nd day of
October, 2006, by and among WGL Entertainment Holdings, Inc, a Delaware
corporation, having its principal place of business at 963 Helmsley CT. Unit 107
Lake Mary, FL 32746 (Company), and Scott Elliott, an individual and resident of
2219 Gulf Drive, Bradenton Beach, FL 34217 ("Consultant") and is made in light
of the following recitals which are a material part hereof.

                                    RECITALS:

     A.   Consultant is a corporate finance consultant, experienced with
          both technology and financing of small-cap companies generally.
          Accordingly, notwithstanding Consultant's familiarity with securities
          law, neither Consultant nor the Company desires that Consultant
          furnish any legal services but only information, evaluation and
          analysis.

     B.   Consultant has knowledge and experience to provide such
          information, evaluation, analysis as the Company believes can assist
          it in furthering execution of its business model.

     C.   The Company desires to retain the services of the Consultant for
          those consulting services regarding certain financing contemplated as
          well as the impact of such financing on the functions and operations
          of the Company as more fully set forth in that confidential schedule
          of services and deliverables attached hereto as Schedule A which
          services are incorporated herein by reference and referred to herein
          as the "Consultant Services"

     D.   Consultant desires to provide the Consultant Services to and
          consult with the Board of Directors, the officers of the Company, and
          the administrative staff, and to undertake for the Company,
          consultations and recommendations in conformity with such Consultant
          upon the terms and conditions provided herein including but not
          limited to the compensation promised herein. D.

     NOW THEREFORE, for and in consideration of good and valuable consideration,
in hand paid, including, but not limited to the mutual promises set forth
herein, the receipt and sufficiency of which is acknowledged by each party
hereto, the parties hereby agree as follows:

1.   RECITALS GOVERN. The parties desire to enter into this agreement for
     purposes of carrying out the above recitals and intentions set forth above
     and this Agreement shall be construed in light thereof.

2.   STOCK ONLY FOR SERVICES. The parties desire to memorialize their agreement
     to adhere to Securities Act Release No. 33-7646, dated February 26, 1999
     regarding registration of securities on Form S-8, a copy of which is
     attached hereto as Exhibit A and incorporated herein by reference. No duty,
     obligation, engagement or other thing imposed on either the Company or the
     Consultant hereunder shall be construed to impose any duty, obligation or
     other engagement in violation of the letter or spirit of said release.

<PAGE>

3.   CONSULTING SERVICES. The Consultant agrees to provide the Consultant
     Services to the Company during the "Term" (as hereinafter defined).
     Consultant agrees to provide such information, evaluation and analysis, in
     accordance with the Consultant Services as will assist in maximizing the
     effectiveness of Client's business model both relative to its business
     model and to its present and contemplated capital structure. The Consultant
     shall personally provide the Consultant Services and the Company
     understands that the nature of the services to be provided are part time
     and that the Consultant will be engaged in other business and consulting
     activities during the term of this Agreement.

     3.a  CONFLICTS. The Company waives any claim of conflict and
          acknowledges that Consultant has owned and continues to own and has
          consulted with and continues to consult with interests in competitive
          businesses which might compete but for location.

     3.b  CONFIDENTIAL INFORMATION. The consultant agrees that any
          information received by the consultant during any furtherance of the
          consultant's obligations in accordance with this contract, which
          concerns the personal, financial or other affairs of the company will
          be treated by the consultant in full confidence and will not be
          revealed to any other persons, firms or organizations. In connection
          herewith, Consultant and the Company have entered into that
          Confidentiality Agreement in the form attached hereto as Schedule B.

     3.c  ROLE OF CONSULTANT. Consultant shall be available to consult with
          the Board of Directors, the officers of the Company, and the heads of
          the administrative staff, at reasonable times, concerning matters
          pertaining to the organization of the administrative staff, the fiscal
          policies of the Company, the relationship of the Company with its
          employees or with any organization representing its employees, and, in
          general, the important problems of concern in the business affairs of
          the Company all in fulfillment of the Consultant Services. Consultant
          shall not represent the Company, its Board of Directors, its officers
          or any other members of the Company in any transactions or
          communications nor shall Consultant make claim to do so.

     3.d  LIABILITY. With regard to the services to be performed by the
          Consultant pursuant to this Agreement, the Consultant shall not be
          liable to the Company, or to anyone who may claim any right due to any
          relationship with the Company, for any acts or omissions in the
          performance of services on the part of the Consultant or on the part
          of the agents or employees of the Consultant, except when said acts or
          omissions of the Consultant are due to willful misconduct or gross
          negligence. The Company shall hold the Consultant free and harmless
          from any obligations, costs, claims, judgments, attorneys' fees, and
          attachments arising from or growing out of the services rendered to
          the Company pursuant to the terms of this agreement or in any way
          connected with the rendering of services, except when the same shall
          arise due to the willful misconduct or gross negligence of the
          Consultant and the Consultant is adjudged to be guilty of willful
          misconduct or gross negligence by a court of competent jurisdiction.

4.   TERM. The term of this Agreement shall commence as of the date hereof and
     shall continue for a period of one (1) year from that date, unless sooner
     terminated as provided herein. It is understood that this Agreement shall
     not automatically renew and no obligations to renew are implied
     notwithstanding continued efforts to fulfill terms and conditions
     incomplete as of the termination of this Agreement. This Agreement and the
     duties and obligations of the Consultant may be terminated by either party
     giving thirty (30) days' prior written notice to the other but the
     compensation and any previously incurred and approved expenses shall be
     deemed earned by and due to Consultant.

<PAGE>

5.   COMPENSATION. In consideration of the execution of the Agreement, and the
     performance of his obligations hereunder, and in lieu of cash compensation
     on an hourly basis, the Consultant and or his associates shall receive a
     fee of Four Hundred Million (400,000,000) registered common shares of the
     Company (hereinafter, the "Shares"). The Shares will be, prior to delivery
     to Consultant, registered pursuant to valid and effective registration
     statements under either Form SB-2 or S-8 and the Company agrees that the
     Shares shall be freely tradable and that the existence of any restriction,
     buy-sell or other limitation under state or Federal securities laws
     including but not limited to Rule 144 of the Securities Act of 1933 and/or
     the limitations on manner of sale imposed under the Securities and Exchange
     Act of 1934 shall be lifted and/or waived by the Company prior to delivery
     of the Shares. The Shares shall be tendered within Twenty (20) days of the
     effective date of this Agreement.

6.   EXPENSES. The Company shall pay or reimburse the Consultant for all
     reasonable travel, business and miscellaneous expenses incurred by the
     Consultant in performing its duties under this Agreement, subject to prior
     approval.

7.   CONTROL AS TO TIME AND PLACE AND MANNER WHERE SERVICES WILL BE RENDERED,
     INDEPENDENT CONTRACTOR. It is anticipated the Consultant will spend up to
     200 hours in fulfilling its obligations under this Agreement. The
     particular amount of time may vary from day to day or week to week. The
     Consultant shall not be entitled to any additional compensation except
     where the Consultant performs more than 200 hours, subject to the prior
     written approval of the Company, whereupon the Consultant will be paid at
     the rate of $150 per hour for work performed in accordance with this
     Agreement. If additional work is approved, the Consultant will submit an
     itemized statement setting forth the time spent and services rendered, and
     the Company will pay the Consultant the amounts due as indicated by
     statements submitted by the Consultant within ten (10) days of receiptBoth
     the Company and the Consultant agree that the Consultant will act as an
     independent contractor in the performance of its duties under this
     Agreement. The Consultant will perform most services in accordance with
     this Agreement at a location and at times chosen in Consultant's
     discretion. The Company may from time to time request that the Consultant
     arrange for the services of others but Consultant shall choose and contract
     with same. All costs to the Consultant for those services will be paid by
     the Company but in no event shall the Consultant employ others without the
     prior authorization of the Company. Accordingly, the Consultant shall be
     responsible for payment of all taxes including Federal, State and local
     taxes arising out of the Consultant's activities in accordance 4with this
     Agreement, including by way of illustration but not limitation, Federal and
     state income tax, Social Security tax, unemployment insurance taxes, and
     any other taxes or business license fee as required. Except as otherwise
     may be agreed, the Consultant shall at all times be in an independent
     contractor, rather than a co-venture, agent, employee or representative of
     the Company.

8.   REPRESENTATIONS AND WARRANTIES. The Company represents and warrants that
     (I) the shares being issued and/or sold pursuant to option are authorized
     to be issued by the Company; (ii) The Company has full right, power, and
     corporate authority to execute and enter into this Agreement, and to
     execute all underlying documents and to bind such entity to the terms and
     obligations hereto and to the underlying documents and to deliver the
     interests and consideration conveyed thereby, same being authorized by
     power and authority vested in the party signing on behalf of the Company;
     (iii) the Company has and will have full right, power, and authority to
     sell, transfer, and deliver the shares being issued and/or sold pursuant to
     option; (iv) the Company has no knowledge of any adverse claims affecting
     the subject shares and there are no notations of any adverse claims marked
     on the certificates for same; and (v) upon receipt, Consultant or his
     nominee will acquire the shares being issued and/or sold pursuant to
     option, free and clear of any security interests, mortgage, adverse claims,
     liens, or encumbrances of any nature or description whatsoever, subject
     only to matters pertaining to the sale of securities generally including
     but not limited to the Securities Act of 1933, as amended, and the rules
     and regulations promulgated thereunder, or any state statute, rule, or

<PAGE>

     regulation relating to the sale of securities (collectively, "Securities
     Laws"). In the event that Consultant accepts shares not yet subject to a
     valid registration statement (notwithstanding or waiving the Company's
     obligations to deliver shares duly and properly registered), Consultant
     represents and warrants to the Company that he will acquire same for
     investment and not with a view to the sale or other distribution thereof
     and will not at any time sell, exchange, transfer, or otherwise dispose of
     same under circumstances that would constitute a violation of Securities
     Laws. Each party acknowledges the creation, modification and/or transfer of
     securities and represents and warrants to all others that it has reviewed
     the transaction with counsel and that no registration or representations
     are required and that all rights of recourse or rescission resulting from
     such transfer, to the extent permitted by law, are waived and each party
     represents and warrants to all others that no marketing of securities to
     the public has occurred. Each of the warranties, representations, and
     covenants contained in this Agreement by any party thereto shall be
     continuous and shall survive the delivery of Consultant Services, the
     Compensation and the termination of this Agreement.

9.   ARBITRATION. Any controversy or claim arising out of or relating to this
     Agreement, or the breach thereof, shall be settled by arbitration in
     accordance of the rules of the American Arbitration Association, and
     judgment upon the award rendered by the arbitrator(s) shall be entered in
     any court having jurisdiction thereof. For that purpose and the resolution
     of any other claim hereunder, the parties hereto consent to the
     jurisdiction and venue of an appropriate court located in Jefferson County,
     State of Florida. In the event that litigation results from or arises out
     of this Agreement or the performance thereof, the parties agree to
     reimburse the prevailing party's reasonable attorney's fees, court costs,
     and all other expenses, whether or not taxable by the court as costs, in
     addition to any other relief to which the prevailing party may be entitled.
     In such event, no action shall be entertained by said court or any court of
     competent jurisdiction if filed more than one year subsequent to the date
     the cause(s) of action actually accrued regardless of whether damages were
     otherwise as of said time calculable.

10.  NOTICES. All notices, requests, consents, and other communications under
     this Agreement shall be in writing and shall be mailed by registered or
     certified mail, postage prepaid, or delivered by Facsimile or delivered
     personally to the address written above or to such other address of which
     the addressee shall have notified the sender in writing. Notices mailed in
     accordance with this section shall be deemed given when mailed.

11.  BINDING EFFECT, ASSIGNMENT AND SUCCESSION. All covenants and agreements
     contained in this Agreement by or on behalf of any of the parties hereto
     shall bind and inure to the benefit of his, her or its respective heirs,
     personal representatives, successors, and assigns, whether so expressed or
     not. Except for assignment of the options as provided above, no party to
     this Agreement may, however, assign his rights hereunder or delegate his
     obligations hereunder to any other person or entity without the express
     prior written consent of the other parties hereto.

12.  ENTIRE AGREEMENT AND INTERPRETATION. This Agreement, including any exhibits
     and schedules hereto, constitutes and contains the entire agreement of the
     Company and the Consultant with respect to the provision of Consultant
     Services and Compensation and supersedes any prior agreement by the
     parties, whether written or oral. It may not be changed orally but only by
     an agreement in writing signed by the party against whom enforcement of any
     waiver, change, modification, extension, or discharge is sought. The waiver
     of a breach of any term or condition of this Agreement must be in writing
     and signed by the party sought to be charged with such waiver, and such
     waiver shall not be deemed to constitute the waiver of any other breach of
     the same or of any other term or condition of this agreement. This
     Agreement shall be construed in accordance with and governed by the laws of
     the State of Florida without regard to its rules and laws regarding
     conflicts of laws and each of the parties hereto irrevocably submit to the
     exclusive jurisdiction of any Florida State or United States Federal court

<PAGE>

     sitting in Palm Beach County, Florida over any action or proceeding arising
     out of or relating to this Agreement. The parties hereto further waive any
     objection to venue in the State of StateFlorida and any objection to an
     action or proceeding in the State of placeStateFlorida on the basis of
     forum non conveniens.

13.  MISCELLANEOUS. The section headings contained in this Agreement are
     inserted as a matter of convenience and shall not be considered in
     interpreting or construing this Agreement. This Agreement may be executed
     concurrently in two or more counterparts, each of which shall be deemed an
     original but all of which together shall constitute one and the same
     instrument. The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of the remaining
     provisions. Time is of the essence of this Agreement and the obligations of
     the parties hereto.

     IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement as of the day and year first written above.


Company:                                   Consultant:

/s/ Michael S. Pagnano                     /s/ D. Scott Elliott
--------------------------------           ----------------------------
WGL Entertainment Holdings, Inc.           D SCOTT ELLIOTT
MIKE PAGNANO                               10-02-06
10-02-06

<PAGE>

EXHIBIT A
ADOPTION OF SECURITIES ACT RELEASE NO. 33-7646, DATED FEBRUARY 26, 1999
REGARDING REGISTRATION OF SECURITIES ON FORM S-8

PURPOSE
To  clarify  that S-8 is not available to consultants who directly or indirectly
promote  or  maintain a market for the issuer's securities ,declaring that these
persons  take  from  an  issuer  with  a  view to distribution and are therefore
"statutory  underwriters"  (who  presumably  would not have an exemption for the
resale  of securities issued in these types of transactions [Section 4(1) of the
Securities  Act  of  1933, as amended (the "Act"), the exemption relied upon for
secondary  sales  of  securities,  is not available to "issuers, underwriters or
dealers"  in  securities]).

BACKGROUND
As of April 7, 1999, the availability of S-8's streamlined registration process
was  restricted  to  deter  the  abuse  of the Form to make sales to the general
public  through  so-called  "consultants"  and  "advisors,"  and  to  eliminate
registration  on the Form to "stock promoters."  S-8 eliminated a need to file a
prospectus  that  duplicated  information usually available to plan participants
who  were  being compensated by the issuance of securities rather than cash, and
it  reflected  the  Commission's distinction between offerings made to employees
for compensatory reasons and offerings made for capital raising.  The Commission
reasoned  that  the  relationship  of  the  employee  to the issuer provided the
employee  with  a familiarity of the issuer's business sufficient to justify the
abbreviated  disclosure,  which  would  not  be  adequate  in  a capital raising
transaction.   The  1990  amendment  included  "consultants" whom the Commission
found no reason to distinguish from regular employees, for bona fide non-capital
raising  services  rendered.

ABUSES
Since  1990,  the  Form  has  been  used to distribute securities to the public
without the protections to investors of registration under Section 5 of the Act.
Securities  are  often  issued  to so-called "consultants" for nominal services,
with  pre-arrangements  for  exercise  and  distribution  to  the  public in the
underlying markets.  Often the options granted are exercised to provide funds to
the  issuer  or  the  proceeds  of the sales are for the payment of debts of the
issuer  that  are  not  related  to  any  services  provided by the consultants.

The  initial  registration  of  the  shares  underlying  these  options did not
register the public "capital raising" transaction which actually takes place via
the  secondary  sales.  In these instances, the employee or consultant acts as a
conduit  to  the  public, and the shares are not actually issued as compensation
for services, for which the Form is solely intended.   Securities have also been
issued  to  consultants  whose  services are to promote the issuer's securities.
This  practice invites fraud by providing inexpensive compensation to person who
hype the securities of the issuer and expand the issuer's market through resales
by  these  and  other  persons.   Through its recent amendments to Form S-8, the
Commission  has sought to curb these practices, while maintaining, to the extent
possible, the initial intent of the Form, i.e., the registration of compensatory
transactions  between  the  issuer  and consultants and advisors who render bona
fide  services  outside  of  "capital  raising"  circumstances,  as  well  as to
traditional  employees.

AMENDMENTS
The Form's availability is for employees or employees or subsidiaries, pursuant
to  any employee benefit plan.  An "employee" is defined to include a consultant
or  advisor  who provides bona fide services to the issuer other than in capital
raising  transactions.  Like the traditional employee, the consultant or advisor
must  be  a  natural person, and there must be a contract between the issuer and
the consultant or advisor.  The Commission has determined that "capital raising"
includes  (i)  compensation for any service that directly or indirectly promotes
or  maintains a market for the issuer's securities, or (ii) where the securities
are  issued  to  persons  who  act as conduits for a distribution to the general
public.   Securities  issued  to persons who promote the issuer's securities are
outside  the  intent  of  the  Form.  Securities  cannot be issued to anyone who
directly  or  indirectly  promotes  or  maintains  a  market  in  the  issuer's
securities.   Issuers  cannot  use  the  Form  for the issuance of securities to
consultants  and  advisors  whose  services  related  to  potential  capital
restructuring  because  this  service  is  a  predicate to "capital raising" and
market  maintenance;  however, services rendered in structuring the compensation
scheme  would  be  included under the Form.   Public relations services are also
prohibited  as  the  Commission  believes  these services enhance and expand the
market  of  the  issuer  and  its  securities.

RULE  701  AMENDMENTS
As  of  April  7,  1999,  the  Commission  amended  Rule  701  to harmonize the
definition  of  "consultants  and  advisors"  permitted  to  use the Rule to the
narrower  definition of Form S-8.  As revised, securities promoters will clearly
be  excluded  from  the  scope  of  persons  eligible  to  use  Rule  701.

<PAGE>

                       SCHEDULE A TO CONSULTING AGREEMENT
                      Schedule of Services and Deliverables

Consultant  shall  provide  the  following  Strategic  Services:


1.   Business Development and Planning: Develop an in-depth familiarization with
     the Corporation's business objectives and bring to its attention potential
     or actual opportunities that meet those objectives or logical extensions
     thereof. Alert the Corporation to new or emerging high potential forms of
     production and distribution that could either be acquired or developed
     internally. Comment on the Corporation's corporate development including
     such factors as position in competitive environment, financial performances
     vs. competition, strategies, operational viability, etc. Identify
     prospective suitable merger or acquisition partners for the Corporation,
     perform appropriate diligence investigations with respect thereto, advise
     the Corporation with respect to the desirability of pursuing such
     prospects, and assist the Corporation in any negotiations which may ensue
     therefrom.

2.   Corporate Strategic Analysis: Evaluate business strategies and recommend
     changes where appropriate.

3.   Critically evaluate the Corporation's performance in view of its corporate
     planning and business objectives.

4.   Strategic Contacts and formation of Strategic alliances and Introduction to
     strategic partners and other alliance candidates;

5.   Strategic consulting regarding high level product planning, market
     development, marketing and intellectual property planning; Business
     development

6.   Introduction to prospective customers for the Company's products or
     services.

7.   Review of existing and contemplated financing including lending and
     convertible debt.

8.   The consultant will consult with the officers and employees of the company
     concerning matters relating to the management and organization of the
     company, their financial policies, the terms and conditions of employment,
     and generally any matter arising out of the business affairs of the
     Company.

<PAGE>

                       Schedule B to Consulting Agreement
                            Confidentiality Agreement

This  Confidentiality  Agreement (hereafter this "Agreement"), made this 2nd day
of  October  2006,  by  and between WGL Entertainment Holdings, Inc., a Delaware
corporation  ("Company"),having  its residence at 963 Helmsley Ct. Unit 107 Lake
Mary, Florida 32746 and D Scott Elliott, an individual and resident of 2219 Gulf
Drive,  Bradenton  Beach,  FL  34217 ("Consultant").  Given that the Company and
Consultant  each  desire to make certain confidential information concerning the
Company,  its  technology,  its  investments,  its  processes,  its  marketing
strategies,  its capitalization and finances and its business as well as similar
confidential information lawfully possessed by the Consultant (collectively, the
"Information")  for  purposes  agreed  to  be  legitimate  and  the  Company and
Consultant  each  agree  to  hold  such Information confidential pursuant to the
terms  of this Agreement, in consideration of the mutual promises and other good
and valuable consideration, the receipt and sufficiency of which is acknowledged
and  with  the intent to be legally bound hereby, the Company and the Consultant
agree  as  follows.

     1.  The  Information  includes,  but  is  not  limited  to,  (I)  all
     information  on the Company, (ii) any and all data and information given or
     made  available  to  the Consultant by the Company for evaluation purposes,
     whether  written  or  in  machine-readable  form,  (iii) any and all of the
     Company's  and  Consultant's  notes,  work papers, investigations, studies,
     computer  printouts,  and  any other work product including electronic data
     files,  regardless  of  nature containing any such data and information and
     (iv)  all  copies  of  any  of  the  foregoing.

     2.  The  Consultant  and  Company  each  understand that the Information is
     proprietary  to  the  Company  and  Consultant  and each agrees to hold the
     Information  given  by  the  other  strictly  confidential. The Company and
     Consultant  each  agree  that  the  Information  shall  be used only by the
     Company and Consultant and only for the purpose of reviewing and evaluating
     the  activities of the Company, and shall not be used for any other purpose
     or  be  disclosed  to  any  third party. Neither the Company nor Consultant
     shall  have the right to make copies or hold copies or documents except for
     reports  and  notes  which  have  been generated by them, which reports and
     notes  shall  be  retained  for  their  exclusive  use  and  shall  remain
     confidential.

     3.  It  is  understood  that  this  Confidentiality  Agreement  shall  not
     apply  to  any  information  otherwise covered herein (I) which is known to
     either  the  Company  or  the  Consultant  prior  to  the  date  of  the
     Confidentiality Agreement, (ii) which is disclosed to the Consultant or the
     Company  by  a third party who has not directly or indirectly received such
     Information  in  violation  of  an  agreement  with  party from whom it was
     received  or  (iii)  which  is  generally  known  within  the  industry.

     4.  The  Company  and  the  Consultant  each  agree to be fully responsible
     and  liable  to  the  other  for  any  and  all damages caused by reason of
     disclosure of Information in violation of this Confidentiality Agreement by
     the  receiving  party  or  any  of  its  assigns  or  successors.

     5.  This  Confidentiality  Agreement  shall  be  governed  by and construed
     in  accordance  with  the  laws  of  the  State  of  Florida  and  shall be
     enforceable  solely  by  and  be for the sole benefit of the Consultant and
     Company,  their  successors  and  assigns.

<PAGE>

In witness whereof, the Company and the Consultant have executed this Agreement
as of the date above.

Company:                              Consultant:

/s/ Michael S. Pagnano                /s/ D. Scott Elliott
------------------------------        ------------------------------
WGL Entertainment Holding, Inc.       D SCOTT ELLIOTT
MIKE PAGNANO                          10-02-06
10-02-06

<PAGE>

                       SCHEDULE C TO CONSULTING AGREEMENT
                                GRANT OF OPTIONS

The Company also grants the consultant option to purchase stock, and the Company
does hereby grant, convey and warrant to Consultant, 1,038,500,000 shares of
common stock in the Corporation with $.001 par value, more or less as adjusted
as provided herein below (hereinafter, the "Shares") exercisable in one or more
traunches, exercisable at the following "Option Price" for the following
traunches which Option shall be exercisable in whole or in part at any time
prior to 11:59PM EDT on September 04, 2007 (the "Expiration Date"):

          Option

     1,038,500,000 shares                    30% discount

Or to be negotiated the Option Shares will be, prior to delivery to Consultant,
registered pursuant to valid and effective registration statements under either
Form SB-2 or S-8 and the company agrees that the Option Shares shall be freely
tradable and that the existence of any restriction, buy-sell or other limitation
under state or Federal securities laws including but not limited to Rule 144 of
the Securities Act of 1933 and/or registration pursuant to exercise (which shall
be deemed demand registration rights for purposes of determining the obligation
of the Company) and/or the limitations on manner of sale imposed under the
Securities and Exchange Act of 1934 shall be lifted and/or waived by the
Company, at the Company's sole cost, prior to delivery of the Option Shares.
The Company agrees to lend to Consultant the amount due under the Options by
promissory note secured by such stock in the event the Consultant does not have
the cash to acquire same but such note shall be limited to and shall be due in
Forty-Five (45) days whereafter it shall be a default if not paid.

<PAGE>