Exhibit 10(f)
**Advisory and Occupancy Services Agreement**(the “Agreement”) is made and enteredinto on May 29, 2003, but retroactively effective to January 1, 2001 (the“Effective Date”), by and between Associated Business Group, Inc., a Nevadacorporation with an office at 7225 Bermuda Road, Suite C, Las Vegas, Nevada89119 (“ABG”) and e-Smart Technologies, Inc., a Nevada corporation with anoffice at 7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119 (the “Company”).The Company and ABG are sometimes hereinafter individually referred to as a“Party” and collectively as the “Parties”.
**W I T N E S S E T H:**
     **WHEREAS**, ABG maintains a staff and office facilities in Las Vegas, Nevadahas been offering specialized administrative services to ABG since theEffective Date; and
     **WHEREAS**, the Company desires to memorialize its arrangement with ABG andengage ABG to become the Company’s principal administrative services provider;and
     **WHEREAS**, ABG is willing to become the Company’s principal administrativeservices provider and to continue to provide services to the Company on theterms and subject to the conditions set forth in this Agreement.
     **NOW THEREFORE**, in consideration of the mutual covenants and promisescontained herein, and for other good and valuable consideration, the receiptand sufficiency of which are hereby mutually acknowledged and accepted, theParties hereby agree as follows:
        1. **Engagement**. The Company hereby engages and retains ABG to performand supply the Services (as that term is hereinafter defined in Section 3) onbehalf of the Company; and ABG hereby accepts such appointment and agrees toperform and render the Services for and on behalf of the Company on the termsand subject to the conditions hereinafter set forth.
        2. **Term and Termination.**
            A. This Agreement commences on the Effective Date and shall continue infull force and effect until May 29, 2003, when it shall become effective for aperiod of one year thereafter (the “Initial Term”), unless sooner terminated inaccordance with the provisions hereof. After the Initial Term, this Agreementshall be automatically renewed for successive one year terms unless soonerterminated in accordance with the provisions hereof.
            B. This Agreement may be terminated as follows: (i) at any time uponwritten agreement between the Parties; or (ii) by the Company without causeupon giving not less than 90 days written notice to ABG, together with paymentof any outstanding Fees (hereinafter defined) and an amount equal to all Feesthat shall, in the ordinary course of the Agreement, become due and payable bythe Company during the period after delivery of such notice and the effectivedate of termination specified therein; (iii) by either Party at any timewithout prior notice to the other Party if the other Party is in breach ordefault of any of its covenants, obligations or agreements
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hereunder, which breach or default continues for a period of ten days followingwritten notification from the non-defaulting Party of such breach or defaultand such breach or default has not been fully and effectively remedied withinsuch ten (10) day period; or (iv) by ABG at any time without prior notice tothe Company if the Company becomes bankrupt or if a receiver or trustee isappointed to oversee the Company or its assets, or if the Company makes anyproposal to its creditors or is otherwise insolvent or ceases carrying onbusiness.
            C. Upon the effective date of termination or expiration of this Agreementfor any reason without prejudice to any other rights which the Parties mayhave, and subject to the provisions of this Section: (i) ABG shall immediatelydiscontinue the Services under this Agreement; (ii) ABG shall retain the Fees(hereinafter defined) and all other payments made to it up to the effectivedate of termination as payment in full in respect of the Services in which suchpayments were made; and (iii) if and only if ABG is not the defaulting party,the Company shall pay to ABG the full amount of any outstanding Fees andexpenses as well as such other expenses reasonably incurred by ABG arising fromthe termination.
        3. **Description of the Services**. The Services shall be comprised asfollows:
Since the Effective Date ABG has served and shall continue to serve as theCompany’s principal administrative services provider in the following manner:(i) administering the receipt of funds from investors to private offeringsconducted by the Company; (ii) paying expenses for and on behalf of the Companypursuant to invoices and approved written debit authorizations received fromthe Company; (iii) utilizing its best efforts to advance funds to covertemporary shortfalls in the Company’s cash receipts on such terms andconditions as shall be mutually agreed upon; (iv) providing photocopy, faxsecretarial, clerical, and printing services; and (v) and performing othernecessary and related administrative services. The foregoing are collectivelyreferred to as the “Services”. The Services will be undertaken by ABG on an adhoc basis pursuant to the instructions of the Company from time to timeprovided to and agreed upon in writing. Within 30 days of the end of eachcalendar quarter during the term of this Agreement, or more or less frequentlyas the Parties shall agree, ABG shall provide the Company with a completewritten accounting of its receipts and disbursements on the Company’s behalf.
It is understood and agreed that in performing the Services ABG may offerrecommendations, but all decisions made in connection with the implementationof such recommendations shall be the sole responsibility of, and shall be madeand implemented by the Company’s executives and its Board of Directors.
        4. **Performance of the Services**.
            ABG shall utilize its best efforts to perform the Services in aprofessional and workmanlike manner consistent with the Company’s policies andbusiness practices. However, it is specifically agreed and understood that ABGshall have the right and option to designate the personnel to perform theServices and to engage and employ sub contractors to perform portions of theServices subject to written
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confidentiality agreements with such sub contractors and notice to the Companyof such engagement or employment. The Company may reasonably request removalof any employee or subcontractor of ABG and in such event, the Company shallprovide notice thereof to ABG specifying in reasonable detail the basis of therequest and in the event that the Company desires ABG to provide a replacementemployee or subcontractor, ABG will use its best diligent efforts to provide areplacement as soon as reasonably practicable. The Company shall notunreasonably or unlawfully invoke its rights hereunder.
        5. **Compensation**.
As compensation for the Services, the Company hereby agrees to compensate ABGas follows:
            A. Monthly Fee. In consideration for the Services, the Company shall payto ABG an administrative service fee of $10,000 per month (the “Monthly Fee”).The Monthly Fee shall be payable on the 1st day of each month. Accordingly, theMonthly Fee shall be deemed to have commenced on January 1, 2001. The Companyagrees and accepts that at ABG’s sole discretion, and on ten days prior writtennotice to the Company (the “Conversion Notice”), all or any portion of theMonthly Fee may be converted into restricted (i.e., unregistered) shares of theCompany’s Common Stock, $.001 par value per share (the “Shares”) on or beforeDecember 31st of each year during the term of this Agreement. The Shares shallbe valued at a conversion price equal to 75% of the closing price for theCompany’s common stock on the day before the date of the Conversion Notice; and
            B. Expenses. It is expressly agreed and understood that ABG’s compensationas provided herein does not include extraordinary expenses such as airfare,out of town travel, litigation, etc. The Company hereby agrees to seekpre-approval from the Company for any such expenses in excess of $100. Any andall expenses will be invoiced by ABG to the Company as soon as practicable andwill be due upon receipt.
        6. **Representations Warranties, and Covenants.**In order to implement theoperation of this Agreement, the Parties hereby jointly and severallyrepresent, warrant, covenant, agree and consent as follows:
            A. Good Standing. ABG and the Company are corporations duly formed,validly existing and in good standing under the laws of the State of Nevada,with full power and authority to conduct their respective business and todeliver and perform this Agreement in the time and manner contemplated;
            B. No Breach. The execution, delivery and performance of this Agreement,in the time and manner herein specified, will not conflict with, result in abreach of, or constitute a default under any existing agreement, indenture, orother instrument to which either ABG or the Company is a party or by whicheither entity may be bound or affected;
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            C. Authority. Both ABG and the Company have full legal authority to enterinto this Agreement and to perform the same in the time and mannercontemplated;
            D. Approval. This Agreement has been submitted to, ratified and approvedby the respective Boards of Directors of ABG and the Company. Except for theforegoing, no action or proceeding on the part of ABG or the Company isnecessary to authorize this Agreement and the transactions contemplated hereby.No filing with, authorization, consent or approval of any public body orauthority is necessary for the consummation by ABG and the Company of thetransaction contemplated by this Agreement;
            E. ABG’s Performance. ABG represents and warrants that all Servicesprovided hereunder shall be performed in a professional and workmanlike manner;
            F. ABG’s Investment Intent. ABG acknowledges, accepts and understandsthat: (i) the Shares will be “restricted securities” as that term is definedunder the Securities Act of 1933, as amended (the “Act”); (ii) ABG will beacquiring the and the Shares solely for ABG’s own account, for investmentpurposes and without a view towards the resale or distribution thereof; (iii)ABG will hold the and the Shares for the applicable one or two year holdingperiod proscribed by Rule 144 under the Act; and (iv) any sale of the and theShares will be accomplished only in accordance with the Act or the rules andregulations of the Commission adopted thereunder. In addition, ABG herebyconsents to the imprinting of a standard form of restrictive legend on allcertificates representing the Shares as well as the imposition of a standardform of stop transfer order against the Shares on the books and records of theCompany or its transfer agent;
        7. **Confidential Data.**The following confidentiality provisions shall beapplicable to this Agreement:
            A. ABG shall not divulge to others, any secret or confidentialinformation, knowledge, or data concerning or pertaining to the business andaffairs of the Company, obtained by it as a result of its employment, unlessauthorized, in writing, by the Company; and
            B. The Company shall not divulge to others, any secret or confidentialinformation, knowledge, or data concerning or pertaining to the business andaffairs of ABG, obtained by it as a result of its employment, unlessauthorized, in writing, by ABG; and
            C. Neither Party shall be required in the performance of its duties todivulge to the other Party or any officer, director, agent or employee of theother Party, any secret or confidential information, knowledge, or dataconcerning any other person, firm or entity (including, but not limited to, anysuch persons, firm or entity which may be competitor or potential competitor ofone Party) which either Party may have or be able to obtain otherwise than as aresult of the relationship established by this Agreement.
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        8. **Independent Contractor.**ABG is, shall be, and be deemed to be, anindependent contractor in the performance of its duties hereunder, any law ofany jurisdiction to the contrary notwithstanding. The Company shall not, byreason of this Agreement or the performance of its duties hereunder, be, or bedeemed to be, an employee, agent, partner, co-venturer or controlling person ofthe Company; and ABG shall have no power to enter into any agreement on behalfof or otherwise bind the Company. ABG shall not have, or be deemed to have,any fiduciary obligations or duties to the Company and shall be free to pursue,conduct and carry on for its own account (or for the account of others) suchactivities, employments, ventures, businesses and other pursuits as ABG in itssole, absolute and unfettered discretion, may elect.
        9. **Rights and Obligations Subsequent to Closing.**The representations,warranties, agreements, covenants and obligations of each Party containedherein are material, shall be deemed to have been relied upon by the otherParty and shall survive execution of this Agreement for one year, regardless ofany investigation, and shall not merge in the performance of any obligation byany Party hereto.
        10. **Expenses.**Regardless of whether or not the transaction contemplatedherein is consummated, each Party shall be responsible for its own share of allcosts and expenses incurred in connection with this Agreement and transactionscontemplated hereby.
        11. **Amendment.**This Agreement may be amended by the Parties hereto byaction taken by their respective Board of Directors at any time. ThisAgreement may not be amended except by an instrument in writing signed onbehalf of each of the Parties hereto.
        12. **Binding Effect.**All of the terms and provisions of this Agreementshall be binding upon and shall inure to the benefit of and be enforceable byand against the successors and assigns of the Parties hereto.
        13. **Assignment**. This Agreement is binding upon and shall inure to thebenefit of the Parties hereto and their respective successors and assigns.Notwithstanding the foregoing, neither party shall assign or transfer anyrights or obligations hereunder, except that: (i) the Company may assign ortransfer this Agreement to a successor corporation in the event of a merger,consolidation, or transfer or sale of all or substantially all of the assets ofthe Company, provided that no such further assignment shall relieve the Companyfrom liability for the obligations assumed by it hereunder; and (ii) ABG mayassign or transfer this Agreement to any firm which is an affiliate of ABG,provided that no such assignment shall relieve ABG from liability for itsobligations hereunder.
        14. **Entire Agreement.**Each of the Parties hereby covenants that thisAgreement is intended to and does contain and embody herein all of theunderstandings and agreements, both written and oral, of the Parties herebywith respect to the subject matter of this Agreement, and that there exists nooral agreement or understanding, express or implied, whereby the absolute,final and unconditional character and nature ofthis Agreement shall be in any way invalidated, empowered or affected. Thereare no representations, warranties or covenants other than those set forthherein.
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        15. **Laws of the State of Nevada.**This Agreement shall be deemed to bemade, executed and delivered in, governed by and interpreted under andconstrued in all respects in accordance with the laws of the State of Nevada,irrespective of the place of domicile or residence of any Party. In the eventof controversy arising out of the interpretation, construction, performance orbreach of this Agreement, the Parties hereby agree and consent to thejurisdiction and venue of the United States District Court for the District ofNevada and further agree and consent that personal service or process in anysuch action or proceeding outside of the State of Nevada and in the City of LasVegas shall be tantamount to service in person or within the State of Nevadaand in the City of Las Vegas and shall confer personal jurisdiction and venueon the said Court.
        16. **Originals.**This Agreement may be executed in counterparts, each ofwhich so executed shall be deemed an original and constitute one of the sameAgreement.
        17. **Notices.**All notices that are required to be or may be sent pursuantto the provisions of this Agreement shall be sent by certified mail, returnreceipt requested, or by overnight package delivery service to the President orChief Executive Officer of each of the Parties at the address appearingherein, and shall count from the date of mailing or the date following the dateof the airbill.
        18. **Modification and Waiver.**A modification or waiver of any of theprovisions of this Agreement shall be effective only if made in writing andexecuted with the same formality of this Agreement. The failure of any Partyto insist upon strict performance of any of the provisions of this Agreementshall not be construed as a waiver of any subsequent default of the same orsimilar nature or of any other nature or kind.
        19. **Severability**. If any provision or any portion of any provision ofthis Agreement, or the application of such provision or any portion thereof toany person or circumstance shall be held invalid or unenforceable, theremaining portions of such provision and the remaining provisions of thisAgreement or the application of such provision or portion of such provision asis held invalid or unenforceable to persons or circumstances other than thoseto which it is held invalid or unenforceable, shall not be affected thereby.
        20. **Indemnification**. The following indemnification provisions shall beapplicable to this Agreement:
            A. Each Party hereby irrevocably agrees to indemnify and hold the otherParty harmless from any and all liabilities and damages (including legal orother expenses incidental thereto), contingent, current, or inchoate to whichthat Party may become subject as a direct, indirect or incidental consequenceof any action by the indemnifying Party or as a consequence of the failure ofthe indemnifying Party to act, whether pursuant to requirements of thisAgreement or otherwise; and
            B. In the event it becomes necessary to enforce this indemnity through anattorney, with or without litigation, the successful Party shall be entitled torecover from the indemnifying Party all costs incurred including reasonableattorneys’ fees throughout any negotiations, trials or appeals, whether or notany suit is instituted.
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        21. **Taxes.**Each Party shall be responsible for all taxes which are basedon its own net income. All sales, value added, and use taxes arising out oftransactions occurring under this Agreement shall be the responsibility of theParty conducting such transaction and each Party hereby indemnifies and holdsthe other harmless from any and all claims relating to sales or use taxescollected or due by the Party conducting each of the transactions hereof; and
**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed bythe undersigned duly authorized respective officers, effective as of the dayand year first set forth above.
ASSOCIATED BUSINESS GROUP, INC.   By:   Jerry Drizin, President
E-SMART TECHNOLOGIES, INC.   By:   Mary A. Grace, President
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