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Exhibit 10.3   Consulting Agreement by and between GFY Foods, Inc. and Sunil
               Aghi dated June 1, 2004

                              CONSULTING AGREEMENT


         This Consulting Agreement (the "Agreement") made as of June 1, 2004 by
and between Sunhil Aghi ("Consultant) and GFY Foods, Inc. ("Company").


                                   WITNESSETH

         WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and

         WHEREAS, Consultant shall provide Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

         15.  APPOINTMENT
              -----------

         The Company hereby engages Consultant and Consultant agrees to render
         various business services to the Company upon the terms and conditions
         hereinafter set forth.

         16.  TERMS
              -----

         The term of this Agreement began as of the date of this Agreement, and
         shall terminate on June 1, 2005, unless earlier terminated in
         accordance with paragraph 7 herein or as extended by the parties from
         time to time.

         17.  SERVICES
              --------

         During the term of this Agreement, Consultant shall provide advice to,
         undertake for and consult with the Company concerning management,
         marketing, consulting, strategic planning, corporate organization and
         structure, sales matters in connection with the operations of the
         business of the Company. Consultant agrees to provide on a timely basis
         the following services, and additional services contemplated thereby:

              (a)  The implementation of short-range and long-range strategic
                   planning to develop and enhance the Company's products and
                   services;

              (b)  Develop and assist in the implementation of a marketing
                   program to enable the Company to broaden the markets for its
                   services and promote the image of the Company and its
                   products and services;

              (c)  Advise the Company relative to the recruitment and employment
                   of marketing and sales personnel consistent with the growth
                   of operations of the Company;

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              (d)  The identification, evaluation, structuring, negotiating and
                   closing of strategic alliances.


         18.  DUTIES OF THE COMPANY
              ---------------------

         The Company shall provide Consultant, on a regular and timely basis,
         with all data and information about it, its subsidiaries, its
         management, its products and services and its operations as shall be
         reasonably requested by Consultant, and shall advise Consultant of any
         facts which would affect the accuracy of any data and information
         previously supplied pursuant to this paragraph. The Company shall
         promptly supply Consultant with full and complete copies of all
         brochures or other sales materials relating to its products and
         services.

         19.  COMPENSATION AND EXPENSE REIMBURSEMENT
              --------------------------------------

         Concurrently with the execution hereof, the Company shall pay
         Consultant at the beginning of the employment term 10 million shares of
         free-trading S-8 shares of the Company. Consultant in providing the
         foregoing services shall be reimbursed for any pre-approved
         out-of-pocket cost, including, without limitation, travel, lodging,
         telephone, postage and over night shipping charges.


         20.  REPRESENTATION AND INDEMNIFICATION
              ----------------------------------

         The Company shall be deemed to have been made a continuing
         representation the accuracy of any and all facts, material information
         and data which it supplies to Consultant and acknowledges its awareness
         that Consultant will rely on such continuing functions. Consultant in
         the absence of notice in writing from the Company will rely on the
         continuing accuracy of material, information and data supplied by the
         Company. Consultant represents that he has knowledge of and is
         experienced in providing the aforementioned services.

         The Company agrees to indemnify, hold harmless and defend Consultant
         from any and all claims or demands of any kind to the Company's breach
         of its agreements hereunder.

         21.  MISCELLANEOUS
              -------------

         TERMINATION: This Agreement may be terminated by Consultant upon,
         written notice to the Company for a material breach of this contract
         which shall be effective five (5) business days from the date of such
         notice.

         MODIFICATION: This Agreement sets forth the entire understanding of the
         Parties with respect to the subject matter hereof, and may be amended
         only in writing signed by both parties.

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         NOTICES: Any notices required or permitted to be given hereunder shall
         be in writing and shall be mailed or otherwise delivered in person or
         by facsimile transmission at the address of such Party set forth above
         or to such other address or facsimile telephone number, as the Party
         shall have furnished in writing to the other Party.

         WAIVER: Any waiver by either Party of a breach of any provision of this
         Agreement shall not operate as or be construed to be a waiver of any
         other breach of that provision or of any breach of any other provision
         of this Agreement. The failure of a Party to insist upon strict
         adherence to any term of this Agreement on one or more occasions will
         not be considered a waiver or deprive the other Party of the right
         thereafter to insist upon adherence to that term of any other term of
         this Agreement.

         ASSIGNMENT: The Options under this Agreement are assignable at the
         discretion of the Consultant.

         SEVERABILITY: If any provision of this Agreement is invalid, illegal,
         or unenforceable, the balance of this Agreement shall remain in effect,
         and if any provision is inapplicable to any person or circumstances, it
         shall nevertheless remain applicable to all other persons and
         circumstances.

         DISAGREEMENTS: Any dispute or other disagreements arising from or out
         of this Agreement shall be submitted to arbitration under the rules of
         the American Arbitration Association and the decision of the
         arbitrator(s) shall be enforceable in any court having jurisdiction
         thereof. Arbitration shall occur only in Cook County, IL. The
         interpretation and the enforcement of this Agreement shall be governed
         by Illinois law as applied to residents of the State of Illinois
         relating to contracts executed in and to be performed solely within the
         State of Illinois. In the event any dispute is arbitrated, the
         prevailing Party (as determined by the arbitrator(s)) shall be entitled
         to recover that Party's reasonable attorney's fees incurred (as
         determined by the arbitrator(s)).

         IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.

         COMPANY                                        CONSULTANT


         By: /s/ Ed Schwalb                             By: /s/ Sunhil Aghi


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