10.2


                              CONSULTING AGREEMENT
                              --------------------

This  is  a contractual agreement entered into by of S8 stock as a retainer fee,
plus  reimbursement  of  expenses  incurred  by  agent  on behalf of client, for
consulting  services  for  client.  Initial  retainer  fee is due and payable in
advance.  Subsequent  invoices  are  due  and  payable within 10 days of date of
invoice.

Total  justification  of  expenses  paid  by  agent  on behalf of client will be
provided.  Any  additional expenses not covered by above-mentioned deposits will
be  billed.  Any  expense  deposit  not  applied  to  expenses  incurred will be
reimbursed  to  client  at  conclusion  of  contract.

Consultant  shall  submit  invoices  to  client,  on  a  monthly  basis,  giving
sufficient  details  as to all charges contained in such invoices.  Client shall
receive a report of activities performed under this agreement.  Client agrees to
pay expenses without prior approval for postage, mileage, toll and long-distance
telephone  calls, publications, Xeroxed materials, and other individual expenses
under  $100.00.  Extra-ordinary  expenses  such as trips, advertising, printing,
etc.,  must  have  prior  client  approval.  Such  expenses  must be paid for in
advance  by client.  Extra-ordinary trips, personal appearances, and planning of
special  functions  shall  be  compensated  for at an hourly rate of $150.00 per
person  hour  and  must  be  approved  in  advance by client.  Invoices shall be
payable  within  ten  (10) days after receipt by client.  Invoices unpaid within
thirty  (30)  days  from  date  of  invoice shall be deemed delinquent and shall
accrue  late  charges at the rate of 1 1/2% per month or portion thereof.  There
will  be  a  surcharge  of $50.00 for each time a check is returned by the bank.

Consultant  agrees  to  handle all public relations matters, as agreed upon, for
client.  Consultant  agrees  to  fulfill  and execute campaign as discussed with
client.

Neither  party may assign this agreement or its rights and obligations herein to
another without the prior written approval of the other party except that client
may assign this agreement to its subsidiary or affiliated companies upon written
notice.

Any  exhibits  and appendices attached to this agreement are hereby incorporated
by  reference  and  made  a  part  hereof  as  though  fully  set  forth herein.

It  is expressly agreed that if client issues a purchase order or other document
for  the services provided under this agreement, such instrument shall be deemed
for  client's  internal  use only and any provisions contained therein or on the
reverse  side thereof that are in conflict with any provisions of this agreement
shall  have  no  effect.

This agreement sets forth and constitutes the entire agreement and understanding
between  the parties with respect to the services and subject matter hereof, and
merges and supersedes all prior agreements, understandings, and representations,
whether  written,  oral,  or  otherwise  conveyed.  This  agreement shall not be
modified  or  amended,  except  in  writing  and  signed  by  an  authorized
representative  of  the  parties  hereto.

The parties hereto agree not to disclose any of the terms and conditions of this
agreement  to  anyone  in  a  position  to  use  the information for competitive
advantage or to anyone in each respective organization that does not have a need
to  know.



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CONTRACT/Devon  Blaine  -  2

Neither  party  shall  solicit  nor  hire  the  employees,  officers, directors,
consultants,  or  agents  of  the  other  ("Employee")  during  the term of this
agreement  without the prior written consent of the other party and its affected
employee.  Such  written  consent  shall  acknowledge  the  confidentiality  of
information  as  set  forth  in  this  agreement.

In  connection with the services provided hereunder, employees of agent have and
will  have  access  to certain proprietary or confidential information and trade
secrets  ("Client  Confidential  Information")  of client.  Consultant agrees to
preserve  and  maintain all such Client Confidential Information by applying the
same  standard  of  care  thereto  as  client  applies  to  such  information.

Client  agrees  to  indemnify  and  hold  harmless  from and against any and all
losses,  claims,  damages,  expenses, or liabilities which agent may incur based
upon  information,  representations, reports, or data furnished by client to the
extent  such  material  is  furnished,  prepared,  or  approved  by  client.

Any  notices  required  or  permitted to be given under this agreement by either
party  shall  be  in  writing  and  shall be deemed given as of the time of hand
delivery  to the addresses set forth below the signatures of each party, or four
(4)  days  after  deposit  into  the  United  States  mail,  postage  prepaid by
registered  or  certified  mail,  return  receipt requested, to those addresses.

Should  any  term  or  provision  of  this  agreement  be found to be invalid or
unenforceable,  such  finding  shall  in  no  way  affect  the  validity  or
enforceability  of  the other terms and conditions hereof.  Such other terms and
conditions  shall  be  and  remain  valid and enforceable, as if the invalid and
unenforceable  term,  condition,  or  provision  was  never  a  part  hereof.

Neither the exercise nor the failure to exercise any right, provision, or remedy
herein  shall  preclude  the  exercise  of the same or any other right or remedy
herein  in  the  future.  Any  waiver  of right, provision, or remedy by a party
hereto  shall  not  be  valid  unless  executed  in writing by a duly authorized
representative  of  the  party  making  such  waiver.

If  a  dispute  arises out of, or relates to, this Agreement or a claimed breach
thereof,  and  if the dispute cannot be settled through negotiation, the parties
agree  first  to  try  in  good  faith  to  settle  the  dispute  by  mediation.

Mediation  shall  be  non-binding, directed toward resolution of all outstanding
issues,  and  be  designed  to  produce  comprehensive  settlement of the entire
dispute.  If,  after  reasonable  efforts  to  mediate  and resolve the dispute,
unresolved  issues  remain,  the

parties  shall  be  free  to  pursue  whatever  remedies  they  may have through
arbitration  pursuant  to  this  agreement, if so provided, litigation, or other
dispute  resolution  procedure.

This  agreement  and  all rights and obligations hereunder, including matters of
construction,  validity, and performance shall be governed in and by the laws of
the State of California.  If any legal action or other proceeding is brought for
the  enforcement  of  this  agreement, or because of an alleged dispute, breach,
default,  or  misrepresentation  in connection with any of the provisions of the
agreement,  the  successful  or prevailing party or parties shall be entitled to
recover  reasonable  attorney's fees and other costs incurred in connection with
that  action  or  proceeding,  in  addition  to  any  other relief to which such
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CONTRACT/Devon  Blaine  -  3

party  or  parties  may  be  entitled.  No  claim,  demand,  action, proceeding,
arbitration,  litigation,  hearing,  motion, or lawsuit arising herefrom or with
respect  hereto  shall be commenced or prosecuted in any jurisdiction other than
the  State  of  California.  Any judgment, determination, finding, or conclusion
reached or rendered in any other jurisdiction shall be null and void between the
parties  hereto.

This  contract  begins  on  January 5, 2004 and concludes on September 29, 2004.

Entered  into  on  January  5,  2004.


Consultant:                              Client:

/s/ Devon Blaine                          /s/ Robert Russell
______________________________            ______________________________
Devon  Blaine,  President  and  CEO       Robert  Russell
THE  BLAINE  GROUP,  INC.                 President  &  CEO
8665  Wilshire  Blvd.                     TELECOMMUNICATION  PRODUCTS,  INC.
Suite  #301                               9171  Wilshire  Blvd.
Beverly  Hills,  CA  90211                Beverly  Hills,  CA