Filed by Automated Filing Services Inc. (604) 609-0244 - Creative Eateries Corporation - Exhibit 10.6




EXHIBIT 10.6 

 AMERICAN RESTAURANT DEVELOPMENT 

  CONSULTING AGREEMENT 

 THIS CONSULTING AGREEMENT (the “Agreement”)
  is made and entered into this 21st day of April, 2005 by and between
  American Restaurant Development Corporation a Nevada corporation with
  offices at 7400 E. McDonald Drive Suite 121, Scottsdale, Arizona 85250 (“Consultant”),
  and Ultraguard Water Systems Corp., a Nevada Corporation with offices
  at 914 Sherwood Avenue Coquitlam, British Columbia V3K 1A6 Canada (“Client”).


 WITNESSETH: 

 WHEREAS, Consultant, as a result of the expenditure
  of time, skill, effort, and money, has developed and/or owns distinctive formats
  and systems (the “System”) relating to the establishment
  and operation of different restaurant concepts, including without limitation
  policies, procedures, uniformity of products and services, advertising and promotional
  programs, and other proprietary information; 

 WHEREAS, Consultant and its employees, representatives,
  and agents are independent contractors who are in the business of offering identification
  and recruitment of prospective restaurant concepts;

 WHEREAS, Client desires to hire Consultant to perform
  the services outlined below and Consultant desires to perform the services outlined
  below in accordance with the terms of this Agreement; 

 NOW, THEREFORE, in consideration of the mutual promises
  herein, and other good and valuable consideration, the receipt and sufficiency
  of which is hereby acknowledged, the parties, intending to be legally bound,
  hereby agree as follows: 

 1.      Engagement.
  Consultant agrees to serve as the sole and exclusive consultant and general
  advisor to Client in the identification and recruitment of prospective restaurant
  concepts.

 2.      Effective Term. The
  Term of this Agreement is for a period of five (5) years or until the Consultant
  has identified and recruited six (6) restaurant concepts for Client that enter
  into the Clients then-current form of operating agreement pursuant to which
  restaurant concepts are developed whichever occurs first. 




 3.      Duties of Consultant. 

 (a)      General Duties. Consultant shall
  be solely and exclusively responsible for the identification and recruitment
  of prospective restaurant concepts (Restaurant Concept(s)), and will
  make such personnel available as Consultant deems necessary for that purpose
  throughout the term of this Agreement. As used in this Agreement, the term “Restaurant
  Concept(s)” is defined as a new unique dining experience that is suitable
  for national franchising which includes: (1) every Restaurant Concept for which
  Client has met and approved; and (2) every “Restaurant Concept(s)”
  for which Client enters into its then-current form of operating agreement pursuant
  to which restaurant concepts are developed. Consultant will use commercially
  reasonable efforts to identify and recruit prospective restaurant concepts on
  Client’s behalf.

 (b)      Performance Requirements. Consultant
  agrees to meet the following performance requirements and to sell: 

	 	 (1)      	 During Year One of this Agreement, a total of 2 Restaurant Concepts;
    
	 	 (2)      	 By the end of Year Two, a cumulative total of 3 Restaurant Concepts;
    
	 	 (3)      	 By the end of Year Three, a cumulative total of 4 Restaurant Concepts;
    
	 	 (4)      	 By the end of Year Four, a cumulative total of 5 Restaurant Concepts;
    
	 	 (5)      	 By the end of Year Five, a cumulative total of 6 Restaurant Concepts.
    


 4.      Duties of Client. 

 (a)      Marketing and Sales Materials. At
  Client’s expense, Client shall supply Consultant with all agreed corporate
  marketing, sales, and other promotional materials as Consultant may reasonably
  require to carry out its duties under this Agreement. Should Consultant need
  to duplicate any documents contemplated by this Section 4(a) because of Client’s
  failure to timely supply same, Client agrees to reimburse Consultant for the
  reasonable cost of such duplication. Consultant shall have the right, without
  any payment to Client, to use any marketing, advertising, or sales materials
  available to Client in connection with performing its duties under this Agreement


 (b)      Referrals. Client agrees to use its
  best efforts to refer to Consultant all inquiries or other contacts made to
  Client by prospective restaurant concepts in a prompt and timely manner.

 5.      Compensation. Consultant will be compensated
  for performance as follows: 

 (a)      During the term of this Agreement, and any
  renewal or extension thereof: 

 (1)      Client shall pay Consultant a fee (the “Stock
  Fee”) equal to Five Million shares of restricted and unrestricted
  shares of UGRD common stock under the following schedule: 

 -Two Million Five Hundred Thousand (2,500,000) shares of unrestricted
  S-8 common stock shall be released on a schedule to be established between Consultant
  and Client after the first prospect enters into the Clients then-current form
  of operating agreement pursuant to which restaurant concepts are developed and
  restricted shares on the following schedule. 

  -Five Hundred Thousand (500,000) restricted shares after the second prospect
  enters into the Clients then-current form of operating agreement pursuant to
  which restaurant concepts are developed;

  -Five Hundred Thousand (500,000) restricted shares after the third prospect
  enters into the Clients then -current form of operating agreement pursuant to
  which restaurant concepts are developed; 

  -Five Hundred Thousand (500,000) restricted shares after the forth prospect
  enters into the Clients then-current form of operating agreement pursuant to
  which restaurant concepts are developed; 

  -Five Hundred Thousand (500,000) restricted shares after the fifth prospect
  enters into the Clients then-current form of operating agreement pursuant to
  which restaurant concepts are developed;




 -Five Hundred Thousand (500,000) restricted shares after the
  sixth prospect enters into the Clients then-current form of operating agreement
  pursuant to which restaurant concepts are developed.

 6.      Reporting and Approvals.


 (a)       Consultant shall
  submit to Client at least once per calendar quarter an updated list of all potential
  prospects and any other information Client may reasonably request.

 (b)       Client shall approve
  all potential prospects, which approval shall not be unreasonably withheld.


 7.      Termination. 

 (a)       Unless otherwise
  terminated by either party in accordance with this Agreement, this Agreement
  shall expire on the Expiration Date as set forth in Article 2 hereinabove. This
  Agreement shall remain in effect for the entire term regardless of a sale of
  any interest in or assets of Client. 

 (b)       If Consultant fails
  to meet its performance requirements under Section 3 in any year, except Year
  Five, Consultant shall have the opportunity to cure such failure by meeting
  the performance requirements for both that year and the following year by the
  end of the following year. If Consultant fails to meet the above performance
  requirements by the end of the following year, Client may terminate this Agreement
  prior to the Expiration Date provided that Client gives Consultant forty-five
  (45) days prior written notice. 

 (c)       If the Client terminates
  this Agreement other than for cause, the Client shall pay Consultant any remaining
  shares of common stock that has not been issued to Consultant pursuant to this
  Agreement.

 8.      Relationship and Indemnification.


 (a)       Client shall, at
  all times, indemnify, defend and hold harmless Consultant and its principals,
  employees, agents and representatives, from and against all third party actions,
  suits, proceedings, claims, demands, judgments or appeals against Consultant
  arising out of or resulting from or in connection with Client’s actions,
  or omissions of actions which constitute negligence or misconduct relating to
  this Agreement. Without limiting the foregoing, Client specifically agrees to
  indemnify, defend, and hold harmless Consultant and its principals, employees,
  agents and representatives, from and against all third party actions, suits,
  proceedings, claims, demands, judgments or appeals against Consultant arising
  out of or resulting from or in connection with Client’s failure to fully
  comply with any state or federal law or regulation, or for any misrepresentations
  or omissions in Client’s franchise offering circular.

 (b)       Consultant shall
  indemnify and hold harmless Client, its principals, employees, agents and representatives
  from any third party claim or costs (1) resulting from any misrepresentation
  or omissions in any written or oral communications to any prospect which were
  made by Consultant and contradicted in the operating agreement pursuant to which
  restaurant concepts are developed, or (2) arising from any negligent or intentional
  action or inaction of Consultant. 

 (c)       Client and Consultant
  acknowledge and agree that the relationship between them shall be that of principal
  and independent contractor, and this Agreement shall be so construed. 

 9.      Non-Employment. Client
  covenants that during the term of this Agreement, except as otherwise approved
  in writing by Consultant, Client shall not, either directly or indirectly, for
  itself, or through, on behalf of, or in conjunction with any person, persons,
  partnership, or corporation, employ or seek to employ any person who is at that
  time employed by Consultant, or otherwise directly or indirectly induce such
  person to leave his or her employment. 

 10.     Notices. Any notices
  required, permitted or otherwise given in connection with this Agreement shall
  be sufficient if in writing and delivered in person, sent by reputable overnight
  service, or sent by 




 certified mail, postage prepaid, return receipt requested,
  to the following addresses, or to such other address of which notice shall have
  been given pursuant to this Section 13: 

	 	 Client:  	 President  
	 	  	 Ultraguard Water Systems, Corp  
	 	  	 914 Sherwood Avenue  
	 	  	 Coquitlam, British Columbia V3K 1A6 Canada 
    




	 	 Consultant:  	 President  
	 	  	 American Restaurant Development Corporation  
	 	  	 7400 E. McDonald Drive Suite 121  
	 	  	 Scottsdale, AZ 85250  


 Delivery shall be effective upon receipt by personal delivery or three (3)
  days after first attempted delivery by overnight service or certified mail.


 11.      Representations. Consultant hereby
  represents that the terms and conditions of this Agreement and Consultant’s
  performance thereof are not in conflict with the terms and conditions of any
  other contractual obligation which Consultant or any affiliate currently has
  or may have during the term of this Agreement. Both parties hereby represent
  that the execution of this Agreement has been approved by resolutions adopted
  by their respective directors. 

 12.      Miscellaneous. 

 (a)       Binding Agreement and Assignability.
  The provisions of this Agreement shall be binding upon and inure to the benefit
  of the parties hereto and to their successors and assigns.

 (b)       Paragraph Headings. The paragraph
  headings in this Agreement are for the convenience of the parties, and none
  shall be deemed to affect the meaning, construction or effect of any provisions
  hereof. 

 (c)       Entire Agreement. This Agreement
  and the documents referred to herein constitute the entire, full, and complete
  agreement between the parties concerning the subject matter hereof, and supersede
  all prior agreements, no other representations having induced Client to execute
  this Agreement. No amendment, change, or variance from this Agreement shall
  be binding on either party unless mutually agreed to by the parties and executed
  by their officers and agents in writing and may be amended only in writing signed
  by both parties hereto. 

 (d)       Non-Waiver. No delay, waiver, omission,
  or forbearance on the part of Consultant to exercise any right, duty, or power
  arising out of any breach or default by Client under any of the terms, previsions,
  covenants, or conditions hereof, shall constitute a waiver by Consultant to
  enforce any such right, option, duty, or power as against Client, or as to subsequent
  breach or default by Client. Subsequent acceptance by Consultant of any payments
  due to it hereunder shall not be deemed to be a waiver by Consultant of any
  preceding breach by Client of any terms, provisions, covenants, or conditions
  of this Agreement. 

 (e)       Applicable Law. This Agreement shall
  be interpreted and construed exclusively under the laws of the State of Arizona,
  which law shall prevail in the event of any conflict of law (without regard
  to, and without giving effect to, the application of Arizona choice of law rules).
  Nothing in this Section 15(e) is intended by the parties to subject this Agreement
  to any license or similar law, rule, or regulation of the State of Arizona to
  which this Agreement would not otherwise be subject. The parties agree that
  any action brought by Client against Consultant in any court, whether federal
  or state, shall be brought within such state and in the judicial district in
  which Consultant has its principal place of business. Any action brought by
  Consultant against Client in any court, whether federal or state, may be brought
  within the state and judicial district in which Consultant has its principal
  place of business. Client hereby waives all questions of personal jurisdiction
  or venue for the purpose of carrying out this provision. Any such action shall
  be conducted on an individual basis, and not as part of a consolidated, common,
  or class action. 




 (f)       Arbitration. With
  the exception of claims for injunctive relief, any dispute under this Agreement
  shall be settled by arbitration in accordance with the commercial arbitration
  rules of the American Arbitration Association (“AAA”), using
  a single arbitrator, and at a location in the jurisdiction where Consultant’s
  principal office is located. Each party shall be responsible for one-half of
  the fees and costs of the arbitrator and the arbitration association. All arbitration
  proceedings between the parties will be governed by the AAA commercial arbitration
  rules in effect on the date the demand for arbitration is filed and in accordance
  with the terms and conditions of this Agreement, which in the event of any inconsistencies,
  shall prevail. The decision by the arbitrator shall be binding and judgment
  upon the award may be entered in any court having jurisdiction thereof. 

 (g)       Counterparts. This
  Agreement may be executed in two or more counterparts, each of which shall be
  deemed an original but all of which together shall constitute one and the same
  instrument. 

 (h)       Severability. If
  any term or provision of this Agreement is held or deemed to be invalid or unenforceable,
  in whole or in part, by a court or competent jurisdiction, this Agreement shall
  be ineffective to the extent of such invalidity or unenforceability without
  rendering invalid or unenforceable the remaining terms and provisions of this
  Agreement. 

 IN WITNESS WHEREOF, the parties have caused this Agreement
  to be signed by their duly authorized officers, and have affixed their signature
  intending them to be under seal. 

	  	 Attest:  	 	  	  	 
	  	  	  	Ultraguard Water Systems, Corp  
	  	 	 	 	 	 
	  	 	 	 	 	 
	  	  	 	 By:  	 /s/ Frank Holdraker 
    	 
	 Signature  	 Date  	 	  	         Frank
      Holdraker, President           
    	Date 




	  	  	  	American Restaurant Development Corporation 
    
	  	 	 	 	 	 
	  	 	 	 	 	 
	  	  	 	 By:  	 /s/ Terry Neild  	 
	 Signature  	 Date  	 	  	         Terry
      Neild, Secretary          
    	Date