EXHIBIT 10.4

                         Consulting Services Agreement



This Consulting Services Agreement (the "Agreement") is entered this 28th day of
September 2006 by and between


                                       ABM
                                    [address]


("Consultant"), and

                          PACIFIC FUEL CELL CORPORATION

                                    Suite 100

                             131 North Tustin Avenue
                            Tustin, California 92780
                                       USA



(Client), a US corporation,  (ticker symbol: PFCE:OTCBB ), with reference to the
following:


                                    RECITALS

     A. The Client  desires to be assured of the services of the  Consultant  in
order  to  avail  itself  of the  Consultant's  experience,  skills,  knowledge,
abilities  and  background  in the  fields of  manufacturing,  financial  PR and
business  development.  The Client is therefore willing to engage the Consultant
upon the terms and conditions set forth herein.

     B. The Consultant  agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein.

                                       1

                                                                Initials:_______
                                                                   07/02/06
<PAGE>

     NOW THEREFORE,  in consideration  of the foregoing,  of the mutual promises
herein set forth and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Engagement.  Client hereby engages Consultant on a non-exclusive  basis,
and  Consultant  hereby  accepts the  engagement  to become a consultant  to the
Client and to render such advice, consultation,  information and services to the
Client  regarding  general  financial and business  matters  including,  but not
limited to:


     |X| Manufacturing, financial PR and Business Development

* It shall be expressly  understood that Consultant  shall have no power to bind
Client to any  contract or  obligation  or to transact  any business in Client's
name or on behalf of Client in any manner.


     2. Term.  The term of this  Agreement  ("Term")  shall commence on the date
hereof  and  continue  for one (1) year.  The  Agreement  may be  extended  upon
agreement by both parties,  unless or until the Agreement is terminated.  Either
Party may cancel  this  Agreement  on 30 days  notice,  at which time no further
obligations will be due from either Party.


     3.  Engagement  Fee. As  consideration  for  Consultant  entering into this
Agreement, Client and Consultant agree to the following:

     An Engagement Fee ("Engagement  Fee") 200,000 (two hundred thousand) shares
of the Client's restricted common stock.


     4. Exclusivity;  Performance;  Confidentiality.  The services of Consultant
hereunder  shall not be  exclusive,  and  Consultant  and its agents may perform
similar or different  services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such time
as  is  necessary  to  service  Client  in  a  commercially  reasonable  manner.
Consultant  acknowledges and agrees that  confidential and valuable  information
proprietary to Client and obtained  during its  engagement by the Client,  shall
not be,  directly or  indirectly,  disclosed  without the prior express  written
consent of the Client,  unless and until such  information is otherwise known to
the public  generally  or is not  otherwise  secret and  confidential.  All such
confidential  information  provided to Consultant by Client shall be clearly and
conspicuously  marked  with the word  "Confidential."  Consultant  may  disclose
Client's  confidential  information pursuant to applicable law or regulations or
by  operation  of law,  provided  that the  Consultant  may  disclose  only such
information as is legally required.


     5. Independent Contractor. In its performance hereunder, Consultant and its
agents  shall  be an  independent  contractor.  Consultant  shall  complete  the
services  required  hereunder  according  to its own means and  methods of work,
shall be in the exclusive  charge and control of Consultant  and which shall not
be subject to the control or supervision of Client,  except as to the

                                       2
                                                                Initials:_______
                                                                   07/02/06

<PAGE>

results of the work and as otherwise requested. Client acknowledges that nothing
in this Agreement shall be construed to require  Consultant to provide  services
to Client at any  specific  time,  or in any  specific  place or manner,  unless
otherwise mutually agreed. Payments to consultant hereunder shall not be subject
to  withholding  taxes or other  employment  taxes as required  with  respect to
compensation paid to an employee.

     6.  Miscellaneous.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  and no
waiver shall constitute a continuing  waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement  shall be binding  unless  executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements or negotiations.


IN WITNESS  WHEREOF,  the parties hereto have entered into this Agreement on the
date first written above.


ABM

[address]



Signed:  s/Barry F. Cohen
         -----------------------------

         Mr. Barry F. Cohen
         President




PACIFIC FUEL CELL CORPORATION

Suite 100

131 North Tustin Avenue
Tustin, California  92780
USA


Signed:  s/George Suzuki
         -----------------------------

         Mr. George Suzuki
         President