JOINT MARKETING
                              COOPERATIVE ENDEAVOR
                                    AGREEMENT

         The parties to this Joint Marketing Cooperative Endeavor Agreement
("the Endeavor Agreement") are:

               AMERICAN MOLD GUARD, INC. a corporation organized under the laws
               of the state of California ("AMG"); and

               GULF COAST MOLD GUARD, LLC, a limited liability company organized
               under the laws of the state of Louisiana ("GCMG").

         WHEREAS, AMG provides mold prevention services to home builders and
owners in various markets, including of the southern areas of Louisiana,
Mississippi, and Alabama that were devastated by Hurricane Katrina, known as the
Gulf Coast; and

         WHEREAS, GCMG wishes to provides certain sales and marketing services
and other support to AMG within the area known as the Gulf Coast; and

         WHEREAS, both parties recognize the need to provide and develop
sufficient and appropriate resources in order to service the public's need for
mold remediation and prevention services of the nature and type provided by
American Mold Guard, Inc., and

         WHEREAS Gulf Coast Mold Guard, LLC can and wishes to provide value by
way of marketing advertisements, personal contacts, reputation, and other
development activities, together with certain administrative assistance, all of
which will be of mutual benefit to the parities in promoting and securing
contracts for mold remediation and prevention services.

         THEREFORE, in consideration of the mutual obligations set forth in this
Endeavor Agreement, the parties hereto agree as follows:

PURPOSE:

1.   The purpose of this Endeavor Agreement is to provide the parties with the
     resources they need to develop and maintain a business platform that allows
     them to provide mold prevention and restoration services in the area known
     as the Gulf Coast.

AREA:

2.   The geographic area to which this Endeavor Agreement is intended to apply
     is comprised of the coastlines of the states of Louisiana, Mississippi and
     Alabama, including all of the area

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     south of a line represented by Interstate-10 and Interstate 12, including
     the greater metropolitan areas of Lake Charles, Lafayette, Baton Rouge and
     New Orleans, Louisiana.


INVESTMENT:

3.   GCMG hereby invests in AMG the sum of $300,000, the receipt of which is
     hereby acknowledged by AMG. AMG will use this investment to secure and
     maintain personnel and equipment sufficient to adequately service, fulfill
     and execute contracts for mold prevention and restoration services
     developed by the parties hereto in the Gulf Coast region.

ADVERTISING:

4.   In addition to the capital investment described in paragraph 3, above, GCMG
     will develop an advertisement program, consisting of radio, cable
     television, broadcast television, and print media, in various proportions
     as it will feel appropriate in order to market AMG's services. All
     marketing materials so developed are subject to the approval of AMG and
     will be of appropriate quality and nature so as to portray the AMG.
     services available in a marketing campaign, suitable for the industry of
     commercial and residential restoration services and new construction
     applications. For purposes of the application of funds toward advertising
     obligations, expenses of personnel associated with operating a local call
     center will count toward any such obligation provided such sum shall not
     exceed $2,000 per month. For purposes of this agreement, the parties agree
     that annual minimum advertising expenditures shall be $180,000 provided
     that gross receipts for the first year of the term of this agreement shall
     be at least $100,000 per month and for each succeeding year of the term,
     such gross receipts shall be at least $150,000 per month.

DUTY:

5.   AMG will provide appropriate personnel and materials in order to timely and
     professionally service and fulfill all work orders developed and will
     provide accounting, technical, and administrative services in order to
     fulfill all contractual responsibility associated with the work undertaken
     as a result of this cooperative endeavor.

COMPLIANCE:

6.   AMG agrees that it will promptly, at its cost and expense, comply with all
     statutes, ordinances, rule, orders, regulations, and requirements of the
     federal, state and municipal governments. It further agrees that it will
     handle and dispose of all chemicals, garbage and waste generated or used in
     connection with its operations in the activities associated with its work
     in a prudent and lawful manner and will not commit or allow any nuisance.


<PAGE>



INSPECTION:

7.   AMGI will provide CGMG with a detailed report of the revenue and expenses
     incurred in connection with the services provided pursuant to the is
     agreement as follows: (i) within twenty (20) of the end of each calendar a
     month, a report with respect to such calendar month; (ii) within forty-five
     days of the end of each calendar quarter, a report with respect to such
     calendar quarter; and (iii) within ninety (90) days of the end of each
     calendar year, a report with respect to such calendar year. The parties
     hereto agree to allow inspection of all books and records kept by each,
     upon reasonable notice, in connection with their respective undertakings
     pursuant to this endeavor agreement. The parties agree that principals of
     each shall meet at least bimonthly to discuss the generation of business
     opportunities and the general performance of the obligations of this
     agreement.

PROCEEDS:

8.   For and in consideration of the mutual undertakings and obligations
     described in this Endeavor Agreement, the parties agree to share the gross
     revenue derived by AMGI from mold remediation and treatment services in the
     Gulf Coast geographic area in the following manner:

     From all RESTORATION work, GCMG will receive thirty percent (30%) of the
     gross revenue until such time as its $300,000 capital investment is
     returned. At that point, GCMG shall be entitled to the following from the
     gross revenue derived from such work:

     For projects billed $.99 per sq. ft. and above - 20%
     For projects billed from $.98 to $.50 per sq. ft. - 10%
     For projects billed at $.49 per sq. ft. and below   - nothing


     From all NEW CONSTRUCTION TREATMENT (including all work for treatment but
     where no remediation is necessary), GCMG will receive:

     For projects billed $.45 per sq. ft - 20%
     For projects billed from $.35 to .$.44 per sq. ft.  - 10%
     For projects billed at $.34 per sq. ft and below    -  5%

     As used in the cooperative endeavor agreement, the term "gross revenue"
     shall mean all revenue earned or received by American Mold Guard, Inc.
     without deduction of any kind or nature including, but limited to, charges
     for overhead, administration, discount, interest, or depreciation.

<PAGE>

         For purposes of this agreement, "gross revenue" shall NOT include any
sums earned or received by AMG for any work performed for the following
pre-existing clients or customers of AMG:

               1.   Lennar and any of its subsidiaries or divisions

               2.   DR Horton and any of its subsidiaries, divisions

               3.   Centex Homes and any of its subsidiaies or divisions

               4.   Standard Pacific Homes and any of its subsidiaries or
                    divisions

               5.   The Hanover Company and any of its subsidiaries or divisions

               6.   Gables Residential and any of its subsidiaries or divisions

               7.   Global Construction Company and any of its subsidiaries or
                    divisions

               8.   Bosa Construction and any of its subsidiaries or divisions

               9.   Equity Residential and any of its subsidiaries or divisions

               10.  Sares-Regis Development and any of its subsidiaries or
                    divisions

COSTS:

9.   The consideration described in paragraph 8 above shall constitute all sums
     to which GCMG shall be entitled and neither party shall be responsible to
     the other for any other cost or expense associated with fulfillment of the
     obligations incurred as a result of this Endeavor Agreement, such costs or
     expenses to include, but not limited to, accounting, interest, legal, court
     costs, filing costs, insurance, personnel salaries and benefits, or taxes
     of any kind or nature except such sales taxes incurred and collected
     directly related to the customer charge for the work undertaken for that
     customer.

PAYMENT:

10.  Payments due under this Endeavor Agreement shall be paid in the following
     manner. No later than the last day of each calendar month, AMG shall, by
     electronic transfer to a bank and account designated by GCMG, deposit the
     total amount to which GCMG is entitled for the previous calendar month in
     accordance with this Endeavor Agreement, along with an electronic
     transmittal (e-mail) of verification of that transfer and a description of
     how that amount was determined.

RUN OFF:

11.  So long as GCMG has not breached this Endeavor Agreement, upon the
     termination of this Endeavor Agreement by the expiration of its term, GCMG
     shall be entitled to the share in the gross revenues received by AMG equal
     to fifty percent (50%) of the amount that it would have been entitled to
     had this Endeavor Agreement still been in effect, for a period of one (1)
     year, expiring December 31, 2011. It is the intent of the parties hereto
     that GCMG shall, during this run-off period, have no obligation to provide
     any advertising or marketing.

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INSURANCE:

12.  AMG warrants and represents that it has, and at all times will maintain,
     liability insurance in limits not less than one million dollars for third
     party liability and workers compensation insurance with limits sufficient
     under the law of the states of Louisiana, Mississippi and Alabama
     respectively. AMG agrees to include GCMG as an additional insured under all
     such policies for the work undertaken pursuant to this Endeavor Agreement.
     AMG shall provide GCMG with a certificate of insurance evidencing such
     coverage.

INDEMNITY:

13.  To the extent allowed by law, each party agrees to indemnify, defend, and
     hold the other, its officers, directors, agents and employees, harmless
     from and against any and all losses, liabilities, demands, suits,
     judgments, claims or fees, including reasonable attorney's fees, to the
     extent that such losses, liabilities, demands, suits, judgment, claims or
     fees arise out of or result from the willful act, fault, omission, or
     negligence of the indemnifying party, or of its employees, servants, or
     agents, in performing its obligations under this agreement.

INDEPENDENT CONTRACTOR STATUS:

14.  In performance of all obligations under this Endeavor Agreement, each party
     shall be and remain an independent contractor and therefore neither party
     shall be entitled to any benefits applicable to employees of the other
     party and neither party is authorized to act as agent for the other party
     for any purpose nor shall either party enter into any contract, warranty,
     or representation as to any matter on behalf of the other party unless by
     separate, written authority specific to such authority. Neither party shall
     be bound by the acts or conduct of the other party.

TERM:

15.  This agreement shall be effective from December 14, 2005 and shall be in
     effect until December 31, 2010, unless terminated by mutual consent or
     otherwise by its provision.

     If either party commits any breach of or default in any of the terms or
     conditions of this agreement, and fails to remedy that default or breach
     within three (3) days after receipt of written notice of the breach from
     the other party, the party giving notice at its option may, in addition to
     any other remedies which it may have at law or in equity, terminate this
     agreement by sending notice of termination in writing to the other party,
     and such a notice of termination shall be effective as of the date of its
     receipt.

<PAGE>

     In the court's discretion, the prevailing party in any dispute arising out
     of the interpretation or application of any provision of this agreement may
     be awarded reasonable attorney's fees, court costs and expenses, including
     those associated with any appellate or enforcement proceedings.

     Termination of this agreement by either party for any reason shall not
     affect the rights and obligations of the parties accrued prior to
     termination.

CONSTRUCTION:

16.  This agreement shall be governed and construed in accordance with the laws
     of the state of Louisiana and any controversy of fact or law arising out of
     or related to this agreement that cannot be satisfactorily resolved by the
     parties shall be adjudicated only in a court of competent jurisdiction in
     Orleans Parish, state of Lousiana.

ASSIGNMENT:

17.  Neither this agreement nor any rights under this agreement may be assigned
     by either party without the prior written consent of the other party.

NON-COMPETE AND RIGHT OF FIRST REFUSAL:

18.  During the term of this Endeavor Agreement and for one year thereafter,
     none of GCMG, its members, officers, directors and employees, or any entity
     in which a member, officer, director of employee of GCMG has an interest
     shall provide mold prevention, restoration or remediation services in the
     Gulf Coast region nor shall they shall not enter into any agreement similar
     to this Endeavor Agreement with any other person or entity providing mold
     prevention, restoration or remediation services in the Gulf Coast area.
     During the term of this Endeavor Agreement and for one year thereafter,
     GCMG, on behalf of itself, its members, officers and directors and their
     respective affiliates hereby agree that they will not use the words "Mold
     Guard" or any variation thereof in connection with any activity anywhere in
     the world without the prior written consent of AMGI except in connection
     with this Endeavor Agreement. In addition to any remedies that it may have
     at law or in equity, as a result of a breach of any of the agreements or
     covenants contained in this Paragraph 18, AMG may immediately terminate
     this Endeavor Agreement.

          It is the intent of the parties hereto that GCMG be extended a right
          of first refusal to endeavor agreements of this type and nature in
          other parts of the United States and as such, the parties agree that
          before AMG enters into any such agreement with any other entity, it
          give notice to GCMG of such intent. Withing ten (10) days of receipt
          of such notice of intent, GCMG shall notify AMG of its interest and
          agreement to engage in a joint marketing cooperative endeavor
          agreement. If GCMG gives such notice, the parites hereto shall then
          have 15 days to confect the terms of that endeavor agreement. If no
          such endeavor agreement similar to the terms of this agreement is
          agreed upon, AMG shall have the right to negotiate with any other
          party.

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ENTIRE AGREEMENT:

19.  This agreement constitutes the entire understanding between the parties and
     supersedes any prior agreement or understanding on this subject matter. Any
     modification or amendment to this agreement shall not be effective unless
     and until reduced to writing and executed by the parties hereto.

NOTICES:

20.  Notices and other communications shall be addressed to the party at this
     address given below, or such other addresses may hereafter be designated by
     notice, in writing.

         If to American Mold Guard, Inc.
               Tom Blakeley
               30200 Rancho Viejo Road
               San Juan Capistrano, CA 92675


         If to Gulf Coast Mold Guard, LLC
               Hicham Khodr
               104 Metairie Heights
               Metairie, LA 70001

         IN WITNESS WHEREOF, the parties have caused this cooperative endeavor
agreement to be executed in multiple parts.

WITNESSES:                                     AMERICAN MOLD GUARD, INC.

   /s/ Mark Franzen
-------------------------
NAME:  Mark Franzen                               BY:   /s/ Tom Blakeley
                                                      --------------------

   /s/ Kristin Cook                               NAME:  Tom Blakeley
-------------------------                         TITLE:   CEO
NAME:  Kristin Cook                               DATE:   12-13-05


                                                  GULF COAST MOLD GUARD, LLC
   /s/ Deanna Langlois
-------------------------
NAME:  Deanna Langlois                            BY:   /s/ E. John L. Tentfield
                                                     ------------------------

   /s/ Charlene Landez                            NAME:  E. John L. Tentfield
-------------------------                         TITLE:
NAME:  Charlene Landez                            DATE:   December 14, 2005