Exhibit 10.1

                         CORPORATE CONSULTING AGREEMENT

This  Agreement  ("Agreement") dated May 23, 2005, is by and between Bootie Beer
Company,  Inc.  (the  "Company"),  a  Florida  corporation  located at 620 North
Denning  Drive,  Suite  100,  Winter  Park,  FL  32789  and  Mike  Novielli (the
"Consultant"),  a  New  York  resident,  located at 1110 Rt. 55, Suite 206, Town
Square,  LaGrangeville,  NY  12540.


WHEREAS,  the  Company  is  a  private  company  engaged  in the business of the
development, commercialization, and distribution of Bootie Beer as well as other
potential  cash  flow  opportunities  (the  "Business");
WHEREAS,  Consultant  has  unique  experience,  knowledge  and  skills that will
enhance  the  operation  of  the  Business;
WHEREAS,  the  Company desires to obtain the benefits of Consultant's experience
and  know-how in connection with the operation of the Business, and accordingly,
the  Company  has offered to engage Consultant to render consulting and advisory
services  to  the  Company  on  the  terms and conditions hereinafter set forth;
WHEREAS,  Consultant  desires  to  accept  such  engagement  upon such terms and
conditions  hereinafter  set  forth.


NOWTHEREFORE  in  consideration  of the foregoing, the parties agree as follows:

Section  1.               SERVICES  RENDERED
                          ------------------

Consultant  shall  (i)  advise  the Company with respect to operations, business
strategy,  and  other  matters  pertaining to the Business as shall be specified
from time to time by the Company's President and/or such other officer(s) as the
Company's  Board  of  Directors shall designate to have principal responsibility
for  the  operation  of  the  Business  and  (ii)  assist  in reviewing material
transactions. Consultant shall use its staff and other facilities to monitor the
corporate  position  of  the Company and report to the Board of Directors of the
Company  from  time  to  time.  Consultant's  staff  also  shall  provide advice
concerning  economic  factors  and  trends that may be relevant to the Company's
plans  for  distribution  and  growth.

During  the  term of this Agreement, the Consultant shall render to the Company,
in  relation  to the operations of the Company, domestic marketing and oversight
including  advisory  and  consulting  services.

Consultant  shall  (i)  review,  transfer  and  submit to the SEC all filings in
proper  electronic  EDGAR  recognized  format  on behalf of the Company.

Section  2.               COMPENSATION
                          ------------

For  services  rendered under Section 1, Consultant shall be paid the following,
by  the  Company:

(a)  CONSULTING FEES. In consideration for the availability of Consultant during
the  term  hereunder  and  the  services  rendered  pursuant  to this Agreement,
promptly  upon  execution  of  the merger of, the Company into a publicly traded
entity,  the  Company  will  issue  to  Michael  Novielli,  as  designee for the
Consultant,  as payment two million four hundred and ninety-three thousand seven
hundred  and  fifty  (2,493,750)  fully paid and non-assessable shares of Common
Stock  of  the Company (the "Shares"). In addition, the Consultant shall be paid
$15,000  (fifteen  thousand  dollars)  per month on the 1st business day of each
month for the Term of the Agreement. The Consultant agrees to accrue the $15,000
consulting  fee.

(b)  REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those
reasonable  and necessary out-of-pocket expenses which have been approved by the
President  of the Company prior to their incurrence and which have been incurred
by  Consultant  in  connection  with  the  rendering  of services hereunder. Any
reimbursement  to  be made by the Company pursuant to this Section shall be made
following submission to the Company by Consultant of reasonable documentation of
the  expenses  incurred.
(c)  REGISTRATION.  The Shares issued hereunder shall be registered under an S-8
Registration Statement within five (5) business days once the company has become
publicly  traded.  The  Consultant  represents  that the services to be provided
under  this Agreement are not in connection with the offer or sale of securities
in  a  capital-raising transaction, and do not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.

Section  3.               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.  The Company shall not withhold
any  amounts  therefrom  as  U.S. federal or state income tax withholding, or as
employee  contribution  to  Social  Security  or  any other employer withholding
applicable  under  state  or  federal  law.

Section  4.               TERM
                          ----

     The  term  of  this Agreement shall be twelve months commencing on the date
and  year  first  above  written.

Section  5.               EXCLUSIVITY
                          -----------

     The  Consultant  shall  be  the  Company's  exclusive  advisor for services
performed  as outlined under Section 1. of this Agreement. Exclusive of Gemstone
Securities,  the  Company  shall  not  retain  any  agents,  brokers,  bankers,
consultants,  advisors, finders or other party for the purpose of performing any
of  the  services outlined under Section 1. of this Agreement, without the prior
written  approval  of  Consultant,  which  Consultant  may  withhold in its sole
discretion.

Section  6.               TERMINATION
                          -----------

This  Agreement  may  be  terminated  by either party with or without cause with
thirty  days prior written notice given by the terminating party. Termination of
the  Agreement  does  not  relieve  the  Company of its obligation to remunerate
Consultant  pursuant to this Agreement, and the Shares issued to Consultant upon
execution  of  this  Agreement  shall  be  non-refundable. Upon termination, any
outstanding  remuneration  due  Consultant  for  services rendered shall be paid
within  3  (three)  business  days  following  termination.

Section  7.               INDEMNIFICATION
                          ---------------

     (a)     In  consideration of Consultant' execution and delivery of the this
Agreement,  the  Company  shall  defend,  protect,  indemnify  and hold harmless
Consultant  and all of its officers, directors, employees and direct or indirect
investors  and  any  of  the  foregoing person's agents or other representatives
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement)  (collectively, the "CONSULTANT
INDEMNITEES")  from  and  against  any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith (irrespective of whether any such Indemnitee is a party to
the  action  for  which  indemnification  hereunder  is  sought),  and including
reasonable  attorneys'  fees  and  disbursements  (the  "CONSULTANT  INDEMNIFIED
LIABILITIES'),  incurred by any Indemnitee as a result of, or arising out of, or
relating  to  (i)  any  misrepresentation  or  breach  of  any representation or
warranty  made  by  the  Company  in  this  Agreement  or any other certificate,
instrument  or  document  contemplated  hereby or thereby (ii) any breach of any
covenant,  agreement or obligation of the Company contained in this Agreement or
any  other  certificate, instrument or document  contemplated hereby or thereby,
(iii) any cause of action, suit or claim brought or made against such Indemnitee
by  a  third party and arising out of or resulting from the execution, delivery,
performance  or  enforcement  of  this  Agreement  or  any  other  certificate,
instrument  or  document  contemplated hereby or thereby. To the extent that the
foregoing  undertaking  by  the Company may be unenforceable for any reason, the
Company  shall  make the maximum contribution to the payment and satisfaction of
each  of  the  Consultant  Indemnified  Liabilities  which  is permissible under
applicable  law.  The indemnity provisions contained herein shall be in addition
to  any  cause  of  action  or  similar  rights  Consultant  may  have,  and any
liabilities  Consultant  may  be  subject  to.

     (b)     In  consideration  of  the  Company's execution and delivery of the
this  Agreement,  Consultant  shall defend, protect, indemnify and hold harmless
the  Company  and all of its subsidiaries, shareholders, officers, directors and
employees  and  any  of  the  foregoing person's agents or other representatives
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement)  (collectively,  the  "COMPANY
INDEMNITEES")  from  and  against  any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith  (irrespective of whether any such Company Indemnitee is a
party  to  the  action  for  which  indemnification  hereunder  is  sought), and
including reasonable attorneys' fees and disbursements (the "COMPANY INDEMNIFIED
LIABILITIES'), incurred by any the Company Indemnitee as a result of, or arising
out of, or relating to (i) any misrepresentation or breach of any representation
or  warranty  made  by  Consultant  in  the  Agreement or any other certificate,
instrument  or  document  contemplated hereby or thereby, (ii) any breach of any
covenant,  agreement  or  obligation of Consultant contained in the Agreement or
any  other  certificate,  instrument or document contemplated hereby or thereby,
(iii)  any  cause  of action, suit or claim brought or made against such Company
Indemnitee  by  a  third  party  and  arising  out  of  or  resulting  from  the
Consultant's  gross  negligence  or  willful misconduct.  To the extent that the
foregoing  undertaking  by  Consultant  may  be  unenforceable  for  any reason,
Consultant  shall  make the maximum contribution to the payment and satisfaction
of  each  of  the  Company  Indemnified  Liabilities  which is permissible under
applicable  law.  The indemnity provisions contained herein shall be in addition
to  any  cause  of  action  or  similar  rights  the  Company  may have, and any
liabilities  the  Company  may  be  subject  to.

     (c)     Indemnification  Procedure.  Any  party entitled to indemnification
              -------------------------
under  this  Section  (an  "INDEMNIFIED  PARTY") will give written notice to the
indemnifying  party  of  any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification hereunder to
give  notice  as provided herein shall not relieve the indemnifying party of its
obligations  under this Section except to the extent that the indemnifying party
is  actually  prejudiced  by  such  failure  to give notice. In case any action,
proceeding  or claim is brought against an indemnified party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate  in  and,  unless  in  the  reasonable  judgment  of  counsel to the
indemnified  party  a conflict of interest between it and the indemnifying party
may  exist  with  respect  to  such  action,  proceeding or claim, to assume the
defense  thereof  with counsel reasonably satisfactory to the indemnified party.
In  the  event  that the indemnifying party advises an indemnified party that it
will contest such a claim for indemnification hereunder, or fails, within thirty
(30)  days  of receipt of any indemnification notice to notify, in writing, such
person  of  its  election  to defend, settle or compromise, at its sole cost and
expense,  any  action,  proceeding  or claim (or discontinues its defense at any
time  after  it  commences such defense), then the indemnified party may, at its
option,  defend,  settle or otherwise compromise or pay such action or claim. In
any  event,  unless and until the indemnifying party elects in writing to assume
and  does  so  assume  the  defense of any such claim, proceeding or action, the
indemnified party's costs and expenses arising out of the defense, settlement or
compromise  of  any  such action, claim or proceeding shall be losses subject to
indemnification  hereunder. The indemnified party shall cooperate fully with the
indemnifying  party in connection with any settlement negotiations or defense of
any  such  action  or  claim  by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the indemnified party
which  relates  to  such  action or claim. The indemnifying party shall keep the
indemnified party fully apprised at all times as to the status of the defense or
any  settlement  negotiations  with  respect  thereto. If the indemnifying party
elects  to  defend any such action or claim, then the indemnified party shall be
entitled  to  participate in such defense with counsel of its choice at its sole
cost  and expense. The indemnifying party shall not be liable for any settlement
of  any  action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Section to the contrary, the indemnifying party
shall  not,  without  the  indemnified  party's prior written consent, settle or
compromise  any  claim  or  consent  to entry of any judgment in respect thereof
which  imposes  any future obligation on the indemnified party or which does not
include,  as  an  unconditional  term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such  claim.  The  indemnification  required  by  this  Section shall be made by
periodic  payments  of  the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  within  ten  (10)  Business  Days  of  written  notice thereof to the
indemnifying party so long as the indemnified party irrevocably agrees to refund
such  moneys if it is ultimately determined by a court of competent jurisdiction
that  such  party  was not entitled to indemnification. The indemnity agreements
contained  herein  shall  be  in  addition to (a) any cause of action or similar
rights  of  the  indemnified party against the indemnifying party or others, and
(b)  any  liabilities  the  indemnifying  party  may  be  subject  to.

Section  8.               GOVERNING  LAW
                          --------------

     This  Agreement  shall  be  governed  by  the  laws  of the commonwealth of
Massachusetts,  without  regard to the conflict of law rules of such state.  Any
controversy,  claim  or  dispute arising out of this Agreement, shall settled by
binding arbitration in the County of Suffolk in accordance with the rules of the
American  Arbitration  Association  there  in  effect,  except  that the parties
thereto  shall  have any right to discovery as would be permitted by the Federal
Rules  of  Civil  Procedure.  The  prevailing  Party  shall  be  entitled  to
reimbursement  of  actual costs and attorney's fees from the arbitration and the
decision  of  the  Arbitrator(s)  shall  be  final.

Section  9.               ASSIGNABILITY
                         -------------

     This  Agreement  and the rights and obligations of the parties hereto shall
bind  and  inure  to the benefit of Consultant and its legal representatives and
heirs  and  the  Company  and  any  successor  or  successors  of the Company by
reorganization,  merger,  or  consolidation  and  any  assignee  of  all  or
substantially  all  of  its  business and properties, but, except as to any such
legal  representatives  or  heirs  of Consultant or successor or assignee of the
Company,  neither  this  Agreement  nor  any rights or benefits hereunder may be
assigned  by  the Company or the Consultant.  Nothing in this Agreement, express
or  implied,  is  intended  to  or shall confer upon any other person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section  10.               ENTIRE  AGREEMENT
                           -----------------

     This  Agreement  constitutes  the  entire  agreement of the Company and the
Consultant  as  to  the subject matter hereof, superseding all prior written and
prior  or  contemporaneous  oral  understanding  or  agreements,  including  any
previous  agreements,  or  understandings  with  respect  to  the subject matter
covered  in  this Agreement.  This Agreement may not be modified or amended, nor
may  any  right  be  waived,  except by a writing which expressly refers to this
Agreement, states that it is intended to be a modification, amendment, or waiver
and  is  signed by both parties in the case of a modification or amendment or by
the  party  granting  the  waiver.  No  course of conduct or dealing between the
parties  and  no custom or trade usage shall be relied upon to vary the terms of
this  Agreement.  The  failure of a party to insist upon strict adherence to any
term  of  this  Agreement  on  any  occasion shall not be considered a waiver or
deprive  that  party  of the right thereafter to insist upon strict adherence to
that  term  or  any  other  term  of  this  Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and  year first above written and are duly authorized to sign on behalf of their
respective  companies.

               Bootie  Beer  Company

               /s/  Tania  Torruella
               -----------------------
               By:  Tania  Torruella
                    Executive  Vice  President  of  Corporate  Strategy

               /s/  Paul  Beleckas
               -------------------
                    Paul  Beleckas
                    Interim  CEO

               Consultant

               /s/  Michael  A.  Novielli
               -----------------------------
               By:  Michael  A.  Novielli