Exhibit
        10.2 

      CONSULTING
        SERVICES AGREEMENT

      


      THIS
        CONSULTING SERVICES AGREEMENT (the "Agreement") is effective as of the 27th
        day
        of December, 2005, by and between Health Rush, Inc., a Delaware corporation
        with
        principal offices at 777 Terrace Avenue, Hasbrouck Heights, New Jersey 07604
        (the "Company") and EMH Advisory Services, Inc., a Delaware corporation (the
        “Consultant”). 

      


      WHEREAS:

      


      
        	A.  	
                The
                  Company is seeking certain consulting and management advisory services
                  such as that to be provided by the Consultant;
                  and

              


      

       

      
        	B.  	
                The
                  Company has had an opportunity to evaluate the consulting
                  and management advisory services offered by Consultant;
                  and

              


      

      


      
        	C.  	
                Subject
                  to the terms and conditions of this Agreement, Consultant is willing
                  to
                  provide certain consulting and management advisory services to
                  the Company
                  in exchange for the Company’s payment of the Fee (as described herein).
                  

              


      

      


      NOW
        THEREFORE, in consideration of the foregoing recitals and of the mutual
        covenants, agreements, representations and warranties set forth in this
        Agreement, THE PARTIES AGREE AS FOLLOWS:

      


      1.0
         Description
        of Consulting Services.
        Consultant agrees to provide, during the term of this Agreement, the following
        consulting services: 

      


      
        	 	
                1.1

              	
                Perform
                  investor relations services for the Company including, without
                  limitation,
                  responding to inquiries by the public regarding the Company and
                  enhancing
                  the visibility of the Company’s business strategy, subject in all cases to
                  compliance in all respects with applicable federal and state securities
                  laws and regulations.

              


      

      


      
        	 	
                1.2
                  

              	
                Provide
                  management advisory services, as determined from time to time,
                  in
                  connection with developing and implementing the Company’s plans to
                  identify suitable locations for the Company’s “fast service” restaurants.
                  

              


      

      


      
        	 	
                1.3

              	
                Assist
                  the Company in identifying potential candidates for managerial
                  positions
                  at the Company’s planned
                  restaurants.

              


      

      


      
        	 	
                1.4

              	
                Assist
                  the Company, if needed, in obtaining real estate financing and
                  in
                  structuring the acquisition (via purchase and/or lease) of suitable
                  real
                  estate for the location of one or more of the Company’s planned
                  restaurants.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.5

              	
                Provide
                  the Company, if requested, with assistance in evaluating demographics
                  for
                  the location of one or more planned
                  restaurants.

              


      

      


      2.0 Reports
        to the Company.
        Consultant may, from time to time, deliver a report to the Company in connection
        with the services being provided by Consultant..Consultant hereby agrees
        that
        prior to the public dissemination of any materials describing or relating
        to the
        Company is shall first provide a complete proof or draft thereof to the
        President and Chief Financial Officer for their review and
        approval.


      3.0
         Fee
        to
        be Paid to Consultant.
        In
        consideration for the services rendered and to be rendered by Consultant
        as
        described in Section 1.0 of this Agreement, the Company shall pay to Consultant
        a Fee which shall be comprised solely of not more than one million five hundred
        thousand (1,500,000) restricted shares of the Company’s common stock (par value
        $0.001) (the “Shares”) which shall be issued and delivered in the form of a
        stock certificate to Consultant as soon as is reasonably practicable, via
        overnight express mail, postage prepaid, or via similar overnight express
        delivery, at no cost to Consultant. The parties to this Agreement agree that
        the
        Shares are and shall be fairly valued at their par value per Share. If
        requested, Consultant agrees to: (A) execute an investment questionnaire
        and/or
        an investment agreement as is customary for the issuance of the Shares and
        the
        same agreement shall not be held or interpreted so as to contradict or
        contravene this Agreement in any way; and (B) cooperate with the Company
        in
        connection with any reasonable requests to ensure compliance with state and
        federal securities laws in connection with the issuance of the Company’s Shares
        to Consultant in payment of the Fee hereunder.

      


      4.0 Restricted
        Shares.
        Consultant acknowledges and agrees that the Shares are to be issued to
        Consultant pursuant to the private offering exemption of Section 4(2) of
        the
        Securities Act of 1933 (the “Securities Act”) and the certificates representing
        the Shares shall bear a restricted securities legend as customarily used
        in
        transactions involving the issuance of restricted stock in non-public offerings
        where there has been an absence of any general solicitation and the purchaser
        of
        the restricted stock is sophisticated and experienced in purchasing securities
        that are to be issued to Consultant under this Agreement.

      


      5.0 Registration
        Rights.
        

      


      5.1 Participation.
        Subject
        to the limitations and restrictions of Section 5.2 below, if at any time
        from
        and after the date hereof and for a period of two years thereafter, the Company
        proposes to file or files a Registration Statement (as defined below) with
        the
        Securities and Exchange Commission (“SEC”) under the Securities Act with respect
        to any offering by the Company of securities of the same type as the Shares,
        for
        the account of the Company (other than a Registration Statement on Form S-8
        or
        S-4 or any successor form thereto), then as promptly as practicable the Company
        shall, subject to the provisions of Section 5.2 below, give Consultant the
        opportunity to include in such Registration Statement up to, but not in excess
        of, 500,000 of the Shares (the “Registrable Shares”) received by the Consultant
        pursuant to this Agreement. Pursuant to timely notice by the Company off
        its
        intent to file a Registration Statement, the Consultant shall notify the
        Company
        in writing of its request to have all or a portion of its Registrable Shares
        included in such Registration Statement (a “Piggyback Registration”). The
        Consultant electing to participate via such Piggyback Registration shall
        do so
        pursuant to the terms of such proposed Registration Statement and shall execute
        such usual and customary custody agreements, powers of attorney, underwriting
        agreements or other documents as are reasonably requested or required by
        the
        Company and any Underwriter (defined below) of such offering. The costs of
        including the Registrable Shares in such Piggyback Registration shall be
        borne
        by the Company. The Consultant shall be entitled to withdraw any or all of
        such
        Registrable Shares from the Piggyback Registration at any time prior to the
        effective date of thereof. 

       

      
        
          
          

        

        
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      5.2 Limitations
        and Restrictions. The
        foregoing notwithstanding, (a) in the event that any underwriter, selling
        agent
        or affiliate thereof (collectively referred to as the “Underwriter”) engaged by
        the Company in the offer and sale of the securities being registered in the
        Registration Statement in which the Consultant has sought Piggyback Registration
        for its Registrable Shares, advises the Company that the total amount of
        securities requested to be included by persons other than the Company in
        such
        Piggyback Registration exceeds the amounts which can be sold in (or during
        the
        time of) such offering without delaying or jeopardizing the success of the
        offering by the Company of its securities, then after taking into effect
        all
        securities proposed to be included in the Registration Statement, the amount
        of
        securities to be offered and sold on behalf of holders of registration rights,
        including the Registrable Shares, shall be reduced pro rata; and furthermore,
        if
        deemed advisable by the Underwriter or Underwriters on the basis of the matters
        set forth herein, such Registrable Shares may be removed altogether from
        such
        Registration Statement. 

      


      (b) In
        the
        event that the SEC, the National Association of Securities Dealers, Inc.,
        any
        state Blue Sky or securities commission or regulatory agency, the OTC Bulletin
        Board, any national or regional securities exchange or national automated
        quotation system, in the course of its respective review of the Company’s
        Registration Statement in which Piggyback Registration has been sought by
        the
        Consultant, requests, directs declares or otherwise orders that the Registrable
        Securities proposed to be included in such Registration Statement be removed
        in
        whole or in part from such Registration Statement or that the Company will
        be
        unable to achieve effectiveness of its Registration Statement so long as
        all or
        a portion of such Registrable Securities are included for registration therein,
        then in any such case and without any further response or appeal process
        by the
        Consultant or the Company, the Company shall remove such Registrable Securities
        from the Registration Statement. 

      


      (c) In
        the
        event that the Consultant fails to include (other than as a direct result
        of
        restrictions or limitations imposed by regulatory authorities or securities
        exchanges or associations as set forth above) or otherwise determines not
        to
        include any or all of the Registrable Shares in a Registration Statement
        which
        is filed by the Company with and which is declared effective by the SEC (the
        “Effective Registration Statement”) during the time period set forth in Section
        5.1 above, then in such case the Piggyback Registration Rights provided hereby
        shall thereafter cease and be of no further force or effect with respect
        to the
        balance of Registrable Shares (“Registrable Share Balance”) not included in such
        Effective Registration Statement. In such case the Consultant shall be barred
        from asserting any Piggyback Registration Rights with respect to the Registrable
        Share Balance in connection with any subsequent Registration Statement of
        the
        Company filed after the Effective Registration Statement, even if such
        subsequent Registration Statement is filed by the Company within the time
        period
        set forth in Section 5.1.

       

      
        
          
          

        

        
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      5.3 Definition.
        For
        purposes hereof the term Registration Statement shall mean any registration
        statement of the Company filed with the SEC for the purpose of facilitating
        the
        public offering and sale of equity securities of the Company, including the
        prospectus included therein and as further modified pursuant to the provisions
        of Regulation 430A promulgated under the Securities Act, amendment and
        supplements to such Registration Statement (including post-effective
        amendments), all exhibits and all material incorporated by reference in such
        registration statement.

      


      6.0
         Responsibility
        for Expenses.
        Consultant agrees that all costs and expenses incurred by Consultant under
        this
        Agreement shall be and remain the sole responsibility of
        Consultant.

      


      7.0
         Status
        of Consultant.
        Consultant shall render all consulting services to the Company solely as
        an
        independent contractor and not as an employee of the Company. Consultant
        agrees
        to be responsible for all state and federal income and capital gains taxes
        that
        may be incurred in connection with the Fee paid by the Company
        hereunder.

      


      8.0
         Obligations
        of the Company.
        The
        Company shall cooperate with Consultant and provide Consultant with complete
        and
        accurate copies of all necessary documents and information reasonably needed
        by
        Consultant and as reasonably requested by Consultant in a timely manner.
        

      


      9.0
         Miscellaneous.

      


      
        
          
                   
              9.1  Successors.
              The
              provisions of this Agreement shall be deemed to obligate, extend to,
              and inure
              to the benefit of the successors of each of the parties to this Agreement,
              including, but not limited to, any that arise out of a Merger Transaction.
              All
              of the parties to this Agreement agree to adhere to all applicable
              state and
              federal securities laws.

             

            9.2  Integration.
              This
              Agreement, after full execution, acknowledgment and delivery, memorializes
              and
              constitutes the entire agreement and understanding between the parties
              and
              supersedes and replaces all prior negotiations and agreements of the
              parties,
              whether written or unwritten, or related thereto regarding the consulting
              services to be rendered by Consultant to the Company.

             

            9.3  Amendments.
              No
              amendment to this Agreement shall be effective unless the same shall
              be in
              writing executed by the party against whom enforcement is sought.

             

            9.4  Counterparts.
              This
              Agreement may be executed in any number of counterparts.

             

            9.5  Non-Assignability. This
              Agreement and the rights and obligations set forth herein may not be
              assigned or
              otherwise transferred by the Consultant without the prior written consent
              of the
              Company. 

          

        

      

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement as of the date set forth above.


       

      THE
        COMPANY:

      


      HEALTH
        RUSH, INC.

      


      


      By:
        /s/
        Christopher J. Langbein   

         Name:
        Christopher
        J. Langbein 

         Title:
        President
        and CEO

      


      


      THE
        CONSULTANT:

      


      EMH
        ADVISORY SERVICES, INC.

      


      


      By:
        /s/
        Geraldine Tauscher

         Name:Geraldine
        Tauscher

         Title:
        Managing
        Director  

      


      
        
          
          

        

        
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