Consulting Agreement between Charles E. Campbell & Associates, Inc and Ronco



 Exhibit 10.1 
  
 CONSULTING AGREEMENT 
  
 THIS AGREEMENT (the “Agreement”) is made effective April 10, 2005 between Charles E. Campbell & Associates, Inc. (hereinafter “Consultant”) and RONCO Acquisition Corporation and/or RONCO Marketing Corporation (hereinafter “Company”).

  
 RECITALS 
  
 A. Consultant is engaged in and has considerable experience in reverse
acquisitions and mergers with private companies becoming public companies through the reverse process. Also, Consultant has access to publicly trade shell corporations and can make those shell corporations available to private companies. 

 
 B. Company desires to be assured of the association and service of
Consultant in order to avail itself of Consultant’s experience, skills and abilities, and background and knowledge to facilitate the Company’s development requirements in an orderly and efficient manner, and is therefore willing to engage
Consultant upon the terms and conditions herein contained. 
  
 C.
Consultant agrees to be engaged and retained by the Company upon said terms and conditions. 
  
 NOW, THEREFORE, in consideration of the recital, promises and conditions in this Agreement, the Consultant and Company agree as follows: 
  
 I. 
 CONSULTING
SERVICES 
  
 Company hereby retains Consultant, on a
non-exclusive basis, to find a candidate public company for a reverse acquisition or reverse merger and to render other such advice, consultation and information to the Board of Directors or the officers of the Company regarding the business of the
Company. 







 Consulting Agreement 
 Page
Two 
  
 II. 
 TERM 
  
 The term of the Agreement shall be for 12 months beginning on April 11, 2005 or until the Closing of a reverse acquisition or reverse merger with a public shell corporation presented by Consultant to Company. 
  
 III. 
 COMPENSATION OF CONSULTANT 
  
 Company hereby agrees to compensate Consultant with $350,000 immediately and simultaneously, by Certified Check or wire transfer, upon the Closing of a reverse acquisition or reverse merger between a public OTCBB
shell company (ID: Delaware authorized 300,000,000 shares) presented by Consultant and RONCO Acquisition Corporation and/or RONCO Marketing Corporation. 
  
 IV. 
 EXPENSES 
  
 The Consultant is responsible for all his expenses and the Company shall not
be charged or expected to pay any of the Consultant’s expenses unless agreed to in advance in writing. 
  
 V. 
 RELATIONSHIP OF PARTIES 
  
 This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor and not an employee of the Company. Consultant shall not have authority to act as the agent of the Company, except when such authority is specifically delegated to
Consultant by the Company. Subject to the express provisions herein, the manner and means utilized by Consultant in the performance of Consultant’s services hereunder shall be under the sole control of the Consultant. All compensation paid to
Consultant hereunder shall constitute earnings to Consultant from self-employed income. Company shall not withhold any amounts therefrom for government income tax purposes. 
  

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 Consulting Agreement 
 Page
Three 
  
 VI. 
 NOTICES 
  
 Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing
or when deposited with the U.S. Postal Office addressed to the other party at the address appearing at the end of this Agreement with certified postage and receiving the Return Receipt properly endorsed. Either party may change its address by
written notice made in accordance with this section. 
  
 VII.

 GOVERNING LAW 
  
 This Agreement is made and shall be governed and construed in accordance with the laws of Illinois. 
  
 VIII. 
 ASSIGNMENT 
  
 Any attempt by either party to assign any rights, duties or obligations which arise under this Agreement without the prior written consent of the other party shall be void, and shall constitute a breach of the terms of this Agreement.

  
 IX. 
 ENTIRE AGREEMENT; MODIFICATION 
  
 This Agreement constitutes the entire agreement between the Company and the Consultant. No promises, guarantees, inducements, or agreements, 
  

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 Consulting Agreement 
 Page
Four 
  
 oral or written, expressed or implied, have been made other than as
contained in this Agreement. This Agreement can only be modified or changed in writing signed by the party or parties to be changed. 
  
 X. 
 TERMINATION 
  
 This Agreement may be terminated only by mutual agreement in writing and upon
payment in full of any and all unpaid fees. 
  
 XI. 
 LITIGATION EXPENSES 
  
 If any action at law or in equity is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorney’s fees, costs and disbursements in addition to any other relief to which it may be entitled. 
  
 The parties agree that they will accept a copy of this document, sent by facsimile and signed in different places and at different times, as having the full force and
legal effect of an original copy. 
  
 IN WITNESS WHEREOF, the
parties have executed the Agreement on April 11, 2005. 
  

							
	 Charles E. Campbell & Associates, Inc.
 2148 Evans Road
 Flossmoor, IL 60422
	 	 RONCO Acquisition
 Corporation
and/or
 RONCO Marketing Corporation
 1330 Avenue of the
Americas
 New York, New York 10019

				
	By:	 	 /s/ Charles E. Campbell

	 	By:	 	 /s/ Karl Douglas


	 	 	Charles E. Campbell	 	Print:	 	Karl Douglas
	 	 	President	 	Its:	 	Treasurer

  

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