**CONSULTING
        AGREEMENT**
 
 **THIS
        AGREEMENT** is
        between INFORM
        WORLDWIDE HOLDINGS, INC .,
        a
        corporation organized under laws of the State of Florida, whose address is
        2501
        North Green Valley Pkwy., Suite 110, Henderson, NV 89014 (hereinafter referred
        to as the “Company”); and, INVESTOR RELATIONS SERVICES, INC., or its assignees,
        located at 120 Flagler Avenue, New Smyrna Beach, FL 32169 (hereinafter referred
        to as the “Consultant”).
 
 WHEREAS,
        the Consultant is in the business of assisting public companies in financial
        advisory, strategic business planning, and investor and public relations
        services designed to make the investing public knowledgeable about the benefits
        of stock ownership in the Company; and
 
 WHEREAS,
        the Consultant may, during the period of time covered by this Agreement,
        present
        to the Company one or more plans of public and investor relations to utilize
        other business entities to achieve the Company’s goals of making the investing
        public knowledgeable about the benefits of stock ownership in the Company;
        and
 
 WHEREAS,
        the Company recognizes that the Consultant is not in the business of stock
        brokerage, investment advice, activities which require registration under
        either
        the Securities Act of 1933 (hereinafter “the Act”) or the Securities and
        Exchange Act of 1934 (hereinafter “the Exchange Act”), underwriting, banking, is
        not an insurance Company, nor does it offer services to the Company which
        may
        require regulation under federal or state securities laws; and
 
 WHEREAS,
        the parties agree, after having a complete understanding of the services
        desired
        and the services to be provided, that the Company desires to retain Consultant
        to provide such assistance through its services for the Company, and the
        Consultant is willing to provide such services to the Company;
 
 NOW,
        THEREFORE, in consideration of the mutual covenants and promises contained
        herein, the receipt and sufficiency of which is hereby acknowledged, the
        parties
        agree as follows:
 
 **1.**  ***Duties
        and Involvement*** **.**
 
 The
        Company hereby engages Consultant to provide one or more plans, and for
        coordination in executing the agreed-upon plan, for using various investor
        and
        public relations services as agreed by both parties. The plan may include,
        but
        not by way of limitation, the following services: consulting with the Company’s
        management concerning marketing surveys, investor accreditation, availability
        to
        expand investor base, investor support, strategic business planning, This
        agreement is limited to the United States.
 
 **2.**  ***Relationship
        Among the Parties*** .
 
 Consultant
        acknowledges that it is not an officer, director or agent of the Company,
        it is
        not, and will not, be responsible for any management decisions on behalf
        of the
        Company, and may not commit the Company to any action. The Company represents
        that the consultant does not have, through stock ownership or otherwise,
        the
        power neither to control the Company, nor to exercise any dominating influences
        over its management.
 
 Consultant
        understands and acknowledges that this Agreement shall not create or imply
        any
        agency relationship among the parties, and Consultant will not commit the
        Company in any manner except when a commitment has been specifically authorized
        in writing by the Company. The Company and the Consultant agree that the
        relationship among the parties shall be that of independent
        contractor.
 
 **3.**  ***Effective
        Date, Term and Termination*** .
 
 This
        Agreement shall be effective on September 13, 2005 and will continue until
        September 12, 2010. This Agreement can be modified only if mutually agreeable
        and in writing.
 
 **4.**  ***Option
        to Renew and Extend*** **.**
 
 Company
        may renew this Agreement on the same terms by providing written notice to
        Consultant at any time prior to the expiration hereof.
 
 **5.**  ***Compensation
        and Payment of Expenses*** **.**
 
 The
        Company agrees to pay Consultant the total sum of FORTY MILLION (40,000,000)
        shares of common stock of the Company (the "Shares") as total and complete
        consideration for the services to be provided by the Consultant to the Company.
        The stock shall contain a Rule 144 restriction and shall be delivered to
        the
        Consultant upon the execution of this agreement.
 
 Company
        shall have no other obligation to Consultant for payment, excepting the
        obligation for additional compensation as contained herein.
 
 In
        the
        event that the Company extends this Consulting Agreement for more than one
        year
        from the date of execution, the Consultant will be entitled to additional
        compensation computed by multiplying a fraction, the numerator of which shall
        be
        the number of additional days added to the Agreement and the denominator
        of
        which will be 365 times the total compensation for the first year. The
        additional compensation may be paid in stock to the Consultant. In the event
        the
        Company uses stock to pay this amount, the value of the stock shall be the
        bid
        price on the Effective Date.
 
 Company
        agrees to pay for all costs and expenses incurred associated with its employees’
working with the Consultant and its representatives, including lodging, meals,
        and travel as necessary. All other expenses for the fulfillment of this
        Agreement shall be borne by the Consultant, and by third parties engaged
        by it
        in connection with the performance of the financial and public relations
        services provided for herein.
 
 **6.**  ***Services
        Not Exclusive*** **.**
 
 Consultant
        shall devote such of its time and effort necessary to the discharge of its
        duties hereunder. The Company acknowledges that Consultant is engaged in
        other
        business activities, and that it will continue such activities during the
        term
        of this Agreement. Consultant shall not be restricted from engaging in other
        business activities during the term of this Agreement.
 
  1
  **7.**  ***Confidentiality*** *.*
 
 Consultant
        acknowledges that it may have access to confidential information regarding
        the
        Company and its business. Consultant agrees that it will not, during or
        subsequent to the term of this Agreement, divulge, furnish or make accessible
        to
        any person (other than with the written permission of the Company) any knowledge
        or information or plans of the Company with respect to the Company or its
        business, including, but not by way of limitation, the products of the Company,
        whether in the concept or development stage, or being marketed by the Company
        on
        the effective date of this Agreement or during the term hereof.
 
 **8.**  ***Covenant
        Not to Compete.***
 
 During
        the term of this Agreement, Consultant warrants, represents and agrees that
        it
        will not directly participate in the information developed for and by the
        Company, and will not compete directly with the Company in the Company’s primary
        industry or related fields.
 
 **9.**  ***Indemnification*** .
 
 Company
        agrees to indemnify and hold harmless the Consultant and its respective agents
        and employees, against any losses, claims, damages or liabilities, joint
        or
        several, to which either party, or any such other person, may become subject,
        insofar as such losses, claims, damages or liabilities (or actions, suits
        or
        proceedings in respect thereof) arise out of or are based upon any untrue
        statement or alleged untrue statement of any material fact contained in the
        registration statement, any preliminary prospectus, the prospectus, or any
        amendment or supplement thereto; or arise out of or are based upon the omission
        or alleged omission to state therein a material fact required to be stated
        therein, or necessary to make the statements therein not misleading; and
        will
        reimburse the Consultant, or any such other person, for any legal or other
        expenses reasonably incurred by the Consultant, or any such other person,
        in
        connection with investigation or defending any such loss, claim, damage,
        liability, or action, suit or proceeding.
 
 **10.**  ***“Piggyback
        Registration”.***
 
 If
        the
        Company proposes to register any equity securities under the Securities Act
        for
        sale to the public for cash, whether for its own account or for the account
        of
        other security holders, or both, on each such occasion the Company will give
        written notice to Consultant, no less than fifteen (15) business days prior
        to
        the anticipated filing date, of its intention to do so. Upon the written
        request
        of Consultant, received by the Company no later than the tenth (10 th )
        business day after receipt by the Consultant of the notice sent by the Company,
        to register, on the terms and conditions as the securities otherwise being
        sold
        pursuant to such registration, any of its registrable securities (which request
        shall state the intended method of disposition thereof), the Company will
        cause
        the registerable securities as to which registration shall have been so
        requested to be included in the securities to be covered by the Registration
        Statement proposed to be filed by the Company, on the same terms and conditions
        as any similar securities included therein, all to the extent requisite to
        permit the sale or other disposition by the Consultant (in accordance with
        its
        written request) of such registerable securities so registered; *provided,
        however,* that
        the
        Company may, at any time prior to the effectiveness of any such Registration
        Statement, in its sole discretion and with the consent of the Consultant,
        abandon the proposed offering in which the Consultant had requested to
        participate.
 
 **11.**  ***Miscellaneous
        Provisions***
 
 *Section
        a*  Time .
        Time is
        of the essence of this Agreement.
 
 *Section
        b*  Presumption .
        This
        Agreement or any section thereof shall not be construed against any party
        due to
        the fact that said Agreement or any section thereof was drafted by said
        party.
 
 *Section
        c*  Computation
        of Time .
        In
        computing any period of time pursuant to this Agreement, the day of the act,
        event or default from which the designated period of time begins to run shall
        be
        included, unless it is a Saturday, Sunday or a legal holiday, in which event
        the
        period shall begin to run on the next day which is not a Saturday, Sunday
        or a
        legal holiday, in which event the period shall run until the end of the next
        day
        thereafter which is not a Saturday, Sunday or legal holiday.
 
 *Section
        d*  Titles
        and Captions .
        All
        article, section and paragraph titles or captions contained in this Agreement
        are for convenience only and shall not be deemed part of the context nor
        affect
        the interpretation of this Agreement.
 
 *Section
        e*  Pronouns
        and Plurals .
        All
        pronouns and any variations thereof shall be deemed to refer to the masculine,
        feminine, neuter, singular or plural as the identity of the Person or Persons
        may require.
 
 *Section
        f*  Further
        Action .
        The
        parties hereto shall execute and deliver all documents, provide all information
        and take or forbear from all such action as may be necessary or appropriate
        to
        achieve the purposes of this Agreement.
 
 *Section
        g*  Good
        Faith, Cooperation and Due Diligence .
        The
        parties hereto covenant, warrant and represent to each other good faith,
        complete cooperation, due diligence and honesty in fact in the performance
        of
        all obligations of the parties pursuant to this Agreement. All promises and
        covenants are mutual and dependent.
 
 *Section
        h*  Savings
        Clause .
        If any
        provision of this Agreement, or the application of such provision to any
        person
        or circumstance, shall be held invalid, the remainder of this Agreement,
        or the
        application of such provision to persons or circum-stances other than those
        as
        to which it is held invalid, shall not be affected thereby.
 
 *Section
        i*  Assignment .
        This
        Agreement may not be assigned by either party hereto without the written
        consent
        of the other, but shall be binding upon the successors of the
        parties.
 
 *Section
        j*  Arbitration .
 
 *i.* Any
        controversy or claim arising out of or relating to this contract, or the
        breach
        thereof, shall be settled by arbitration administered by the American
        Arbitration Association in accordance with its Commercial Arbitration Rules
        including the Emergency Interim Relief Procedures, and judgment on the award
        rendered by a single arbitrator may be entered in any court having jurisdiction
        thereof.
 
 *ii.* Any
        provisional remedy, which would be available from a court of law, shall be
        available to the parties to this Agreement from the Arbitrator pending
        arbitration.
 
 *iii.* The
        situs of the arbitration shall be Forsythe County, North Carolina.
 
 *iv.* In
        the
        event that a dispute results in arbitration, the parties agree that the
        prevailing party shall be entitled to reasonable attorney’s fees to be fixed by
        the arbitrator.
 
 *Section
        k*  Notices .
        All
        notices required or permitted to be given under this Agreement shall be given
        in
        writing and shall be delivered, either personally or by express delivery
        service, to the party to be notified. Notice to each party shall be deemed
        to
        have been duly given upon delivery, personally or by courier (such as Federal
        Express or similar express delivery service), addressed to the attention
        of the
        officer at the address set forth heretofore, or to such other officer or
        addresses as either party may designate, upon at least ten (10) days’ written
        notice, to the other party.
 
 *Section
        l*  Governing
        law .
        The
        Agreement shall be construed by and enforced in accordance with the laws
        of the
        State of North Carolina.
 
 *Section
        m*  Entire
        agreement .
        This
        Agreement contains the entire understanding and agreement among the parties.
        There are no other agreements, conditions or representations, oral or written,
        express or implied, with regard thereto. This Agreement may be amended only
        in
        writing signed by all parties.
 
 *Section
        n*  Waiver .
        A delay
        or failure by any party to exercise a right under this Agreement, or a partial
        or single exercise of that right, shall not constitute a waiver of that or
        any
        other right.
 
 *Section
        o*  Counterparts .
        This
        Agreement may be executed in duplicate counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        Agreement. In the event that the document is signed by one party and faxed
        to
        another the parties agree that a faxed signature shall be binding upon the
        parties to this agreement as though the signature was an original.
 
 *Section
        p*  Successors .
        The
        provisions of this Agreement shall be binding upon all parties, their successors
        and assigns.
 
 *Section
        q*  Counsel .
        The
        parties expressly acknowledge that each has been advised to seek separate
        counsel for advice in this matter and has been given a reasonable opportunity
        to
        do so.
 
 
 
 
 
 **Intentionally
        Left Blank**
 
  1
  
 
 IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        to be effective as of the day and year provided herein.
 
 **CONSULTANT:**
 INVESTOR
        RELATIONS SERVICES, INC.
 
 
 By:  _____________________________
 Richard
        J. Fixaris
 
 **COMPANY:**
 INFORM
        WORLDWIDE HOLDINGS, INC
 
 
 By:  ______________________
 Ashvin
        Mascarenhas