Exhibit
      10.2

     

    CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of
      March, 2007, by and between HARRIET DUPREE BRADLEY ("Consultant"), and SOUTHERN
      BELLA, INC., a Delaware corporation ("Southern Bella").

     

    WHEREAS,
      Consultant is the owner of 100% of the shares of issued and outstanding capital
      stock of Dupree Catering, Inc., a Kentucky corporation, a catering business
      located in Lexington, Fayette County, Kentucky (the “Company”); 

     

    WHEREAS,
      simultaneously herewith Southern Bella and Consultant have entered into stock
      purchase agreement for the sale and purchase of Consultant’s 100% of the shares
      of the issued and outstanding capital stock of the Company;

     

    WHEREAS,
      Consultant possesses certain knowledge of and expertise in the catering industry
      and Southern Bella is desirous of retaining Consultant for certain services
      relating to such industry following the sale and purchase of the issued and
      outstanding capital stock of the Company. 

     

    NOW,
      THEREFORE, for and in consideration of the mutual promises, covenants and
      conditions contained in that certain stock purchase agreement executed
      simultaneously herewith, and for additional consideration of the mutual
      promises, covenants and conditions set forth herein, all of which are
      acknowledged as good and valuable consideration, it is hereby agreed by and
      between Southern Bella and Consultant as follows:

     

    1. In
      consideration for providing the services outlined herein below, Southern Bella
      shall pay to Consultant a fee equal to any net income after taxes earned by
      Dupree Catering, Inc. as defined and determined by Generally Accepted Accounting
      Principles (“GAAP”). Consultant shall be given access to review the accounting
      records of Dupree Catering, Inc. upon request. Consultant will not be entitled
      to any compensation if Dupree Catering, Inc. has a net loss Consultant will
      be
      paid said fee, if any, on a quarterly basis upon the completion of the quarterly
      audit by Southern Bella’s accounting firm. Consultant is an independent
      contractor and Southern Bella shall not be responsible for any expenses incurred
      by Consultant. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. For
      and
      in consideration of the above payments, Consultant will perform consulting
      and
      advisory services to Southern Bella with respect to all matters relating to
      the
      management of the Company, including hiring and firing of staff. Consultant
      will
      further provide and supervise all catering matters. No capital expenditures
      exceeding $2,500.00 shall be made without the prior written approval of both
      Consultant and Southern Bella. Additionally, all attorney fees incurred by
      either party in connection with this transaction, including public offering
      and
      accounting fees, shall not be expenses of Southern Bella or Dupree Catering,
      Inc. for purposes of determining net income. No person may be hired, fired,
      or
      retained without the prior written approval of both Consultant and Southern
      Bella. Notwithstanding the foregoing, this Agreement calls for the services
      of
      Consultant as an independent contractor and Consultant will not be considered
      an
      employee of Corporation for any purpose, unless as expressly set forth in an
      employment agreement. It is specifically agreed by and between the parties
      hereto that, following the termination of this Agreement, Consultant shall
      in no
      way be subject to or restricted by any non-compete requirement and shall be
      free
      to engage in and conduct any business of any kind or type now being conducted
      or
      rendered by the Corporation. 

     

    3. Performance
      of the services contemplated herein, the services and hours Consultant is to
      work on any given day will be entirely within Consultant's control. Southern
      Bella will rely upon Consultant to use her best efforts to maximize the net
      income of Dupree Catering, Inc.

     

    
      
        
        

      

      
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    4. The
      parties hereto contemplate that this Agreement will run for a period of seven
      (7) months from March 1, 2007, through and including September 30, 2007.
      Thereafter, Consultant shall continue providing services to Southern Bella
      on a
      month-to-month basis for the same consideration and pursuant to the same terms,
      conditions and covenants contained herein, unless otherwise terminated by an
      instrument in writing executed by both parties hereto.

     

    5. Should
      either party hereto fail to perform or breach any of the covenants,
      representations, terms or conditions of this agreement, either party shall
      be
      entitled to pursue all remedies, at law or equity, including the right of an
      injunction or temporary restraining order. In the event of litigation regarding
      the subject matter hereof, the prevailing party shall be entitled to recover
      its
      reasonable attorney's fees and costs.

     

    6. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      their respective legal representatives, successors and/or assigns.

     

    7. This
      Agreement shall be deemed to contain the entire agreement of the parties hereto
      and all other oral representations by and between the parties shall be deemed
      to
      be merged herein.

     

    9. The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any of the remaining provisions
      hereof.

     

    10. This
      Agreement is to be executed, delivered and performed in the Commonwealth of
      Kentucky and shall be governed by and construed in accordance with the laws
      thereof.

     

    
      
        
        

      

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

    
      	 	 	 	 
	 	 	 	"CONSULTANT"
	
            	 	 	
               

               

              /s/
                Harriet Dupree Bradley

            
	
            	 	 	
              
HARRIET
              DUPREE BRADLEY
	
            	 	 	 
	 	 	 	"CORPORATION"
	 	 	 	 
	 	 	 	
              SOUTHERN BELLA, INC., 

              a Delaware Corporation

            
	 	 	 	
               

               

            
	 	 	 	
              BY: V.
                J. Heitz 

                

              
ITS: President


    

     

    
      
        
        

      

      
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