**CONSULTING
      AGREEMENT**





**This
      Consulting Agreement (“the agreement “), effective as of Friday, February 09,
      2007 which is entered into and by and between The Small Business Company ,
      a
      Delaware Corporation (herein referred to as the company) and A.S. Austin company
      a (“herein referred to as the consultant** ”)





**RECITALS**





**WHEREAS,
      company** is a
      publicly- held corporation with its stock traded on the OTC BB Markets
      and,





**WHEREAS** ,
      Company
      desires to engage the services of consultant to represent the company in the
      areas of investor’s communications and public relations with existing
      shareholders, brokers, dealers, and other investment professionals as to the
      company’s current and proposed activities, and to consult with management
      concerning such Company activities **.**





**NOW
      THEREFORE,** In
      Consideration of the promises and the mutual covenant and agreements hereinafter
      set forth, the parties hereto covenant and agree as follows:





**1.**
            **Term
                of Consultancy**,Company
                hereby agrees to retain the consultant to act in a consulting capacity
                to
                the company and the consultant hereby agrees to provide services
                to the
                company commencing on**Friday,
                February 09, 2007 and extending until February 08,
                2008.**




**2.**
            **Duties
                of Consultant**,The
                consultant agrees that it will generally provide the following services
                through its officers and employees during the term specified in section
                1:





a.
            Consult
                and assist the company in developing and implementing appropriate
                plans
                and means for presenting the company and its business plans, strategy
                and
                persona.





b.
            Introduce
                the company to the financial
                community.





c.
            With
                the cooperation of the company, maintain an awareness during the
                term of
                this Agreement of the company’s plans, strategy and personal, as they may
                evolve during such a period, and consult and assist the company in
                communicating appropriate information regarding such plans, strategy
                and
                personnel to the financial community;





d.
            Assist
                and consult the company with respect to its (i) relations with
                stockholders (ii) relations with brokers, dealers, analysts and other
                investment professional, and (iii) financial public
                generally;





e.
            Perform
                the functions generally assigned to stockholder relations and public
                relations departments in major corporations, including responding
                to
                telephone and written inquiries (which may be referred to the consultant
                by the company); assisting in the preparation of press releases for
                the
                company with the company’s involvement and approval of all press releases,
                reports and communications with or to shareholders, the investment
                community and the general public; consulting with respect to the
                timing,
                form, distribution and other matters related to such releases, reports
                and
                communications; and at the company’s request and subject to the company’s
                securing its own rights to the use of its names, marks, and logos,
                consulting with respect to corporate symbols, logos, names, the
                presentation of such symbols, logos and other matters relating to
                corporate image.









f.
            Upon
                the company’s direction and approval, disseminate information regarding
                the company to shareholders, brokers, dealers, and other investment
                community professional and the general investing
                public.





g.
            Upon
                the company’s approval conduct meetings, in person or by the telephone,
                with , brokers, dealers, analyst and other investment professionals
                to
                communicate with them regarding the company’s plans, goals and activities
                the company in preparing for press conferences and other forums involving
                the media, investment professionals and the general investment
                public.





h.
            At
                the company’s request , review business plans, strategies, mission
                statements budgets, proposed transactions and other plans for the
                purpose
                of advising the company of the public relations implications thereof;
                and





i.
            Otherwise
                perform as the company’s consultant for public relations with the
                financial professionals.





**3.**
            **Allocation
                of Time and Energies**.The
                consultant herby promises to perform and discharge faithfully the
                responsibilities which may be assigned to the consultant from time
                to time
                by the officers and dully authorized representatives of the company
                in
                connection with the conduct of its public relations and communication
                activities, so long as such activities are in compliance with the
                applicable securities laws and regulations. Consultant and staff
                shall
                diligently and thoroughly provide the consulting services required
                hereunder. Although no specific hours-per day requirement will be
                required, consultant and the company agree that consultant will perform
                the duties set forth herein above in a diligent and professional
                manner.
                The parties acknowledge and agree that a disproportionately large
                amount
                of the effort to be expended and the cost to be incurred by the consultant
                and the benefits to be received by the company are expected to occur
                within or shortly after the first two months of the effectiveness
                of this
                Agreement. It is explicitly understood that consultant’s performance of it
                duties hereunder will in no way be measured by the price of the company’s
                common stock nor the trading volume of the company’s common stock. It is
                also understood that the company is entering into this agreement
                with**A.S.
                Austin Company**or**Andrew
                S. Austin (ASA**)
                a
                Nevada Corporation and not any individual member of**ASA**and
                as such , consultant****will
                not be deemed to have breached this Agreement if any member, officer
                or
                director of**ASA**leaves
                the firm or dies or becomes physically unable to perform any meaningful
                activities during the term of this agreement, provided the consultant
                otherwise performs its obligation under this Agreement.





**4.**
            **Remuneration**.As
                full and complete compensation for services in this agreement, the
                company
                shall compensate**ASA**as
                follows:





4.1
      For
      undertaking this engagement and for other good and valuable consideration,
      the
      company agrees to Issue to the consultant a “Commencement Bonus” of **300,000** shares
      of the company’s common stock (Common Stock) to be delivered to consultant
      within five (5) business days of **Friday,
      February 09, 2007** .
      This
      commencement bonus shall be issued to the consultant immediately following
      the
      execution of this agreement and shall, when issued and delivered to consultant,
      be fully paid and non-assessable. The company understands and agrees that
      consultant has foregone significant opportunities to accept this engagement
      and
      that the company derives substantial benefits from the execution of this
      agreement and the ability to announce its relationship with consultant. The **300,000** shares
      of common stock issued as a Commencement Bonus, therefore, constitute payments
      for consultant’s agreement to consult to the company and are nonrefundable,
      non-apportionable, and non-ratable retainer, such shares of common stock are
      not
      a prepayment for future services. If the company decides to terminate this
      Agreement prior to **Friday, February 09, 2008** for
      any
      reason whatsoever, it is agreed and understood that consultant will not be
      requested or demanded by the company to return any of the shares of common
      stock
      paid to it as Commencement Bonus hereunder. Further if and in the event the
      company is acquired in whole or in part, during the term of this agreement,
      it
      is agreed and understood consultant will not be requested or demanded by the
      Company to return any of the **300,000** shares
      of common stock paid to it hereunder. It is further agreed that if at any time
      during the term of this agreement, the company or substantially all of the
      assets are merged with or acquired by another entity, or some other change
      occurs in the legal entity that constitutes the company, the consultant shall
      retain and will not be requested by the company to return any of the **300,000** shares,
      (Commencement Bonus)










4.2
      With
      each transfer of shares of the common stock to be issued pursuant to this
      agreement ( Collectively, the “shares”), company shall cause to be issued a
      certificate representing the common stock and a written Opinion of counsel
      for
      the company stating that said shares are validly issued fully paid and non
      assessable and that the issuance and eventual transfer of them to consultant
      has
      been dully authorized by the company. Company shares issued to consultant
      pursuant to this agreement shall have been validly issued, fully paid and
      non-assessable and that the issuance and any transfer of them to consultant
      shall have been duly authorized by the company’s board of
      directors.





4.3
      Consultant acknowledges that the shares of common stock to be issued pursuant
      to
      this Agreement (Collectively the “Shares”) have not been registered under the
      securities Act of 1933, and accordingly are “restricted securities” within the
      meaning of Rule 144 of the act. As such, the shares may not be resold or
      transferred unless the company has received an opinion of counsel reasonably
      satisfactory to the company that such resale or transfer is exempt from the
      registration requirements of the Act.





4.4
      Grant
      of Warrants. The company shall grant and deliver to A.S.Austin Company warrants
      (the Warrants) to purchase up to **700,000** shares
      of the common stock (the Common Stock). Such warrants to be granted ratably
      over
      the term of this Agreement on the first day of each Calendar Month. The warrants
      shall be exercisable at any time or from time to time commencing on


The
      grant
      date at an exercise price of $0.20 per share, (Twenty Cents (US)) subject to
      customary stock splits and the like and payable in cash (including check, bank
      draft or money order).





4.5
      In
      connection with the acquisition of the shares, hereunder, the consultant
      represents and warrants to the company, to the best of its/his knowledge, as
      follows.





a.
            Consultant
                acknowledges that the consultant has been afforded the opportunity
                to ask
                questions of and receive answers from duly authorized officers and
                other
                representatives of the company concerning an investment in the shares
                and
                any additional information which the consultant has
                requested.









b.
            Consultant’s
                investment in restricted securities is reasonable in relation to
                the
                consultant’s net worth, which is in excess of ten (10) times the
                consultant’s cost basis in shares. Consultant has had experience in
                investments in restricted and publicly traded securities, and consultant
                has had experience in investments in speculative securities and other
                investments which involve the risk of loss of investments. Consultant
                acknowledges that an investment in the shares is speculative and
                involves
                the risk of loss. Consultant has the request knowledge to assess
                the
                relative merits and risk of this investment without the necessity
                of
                relying upon other advisors, and consultant can afford the risk of
                loss of
                his entire investment in the shares. Consultant is (i) an accredited
                investor as that term is defined in Regulation D promulgated under
                the
                Securities Act of 1933, and (ii) a purchaser described in section
                25102(f)
                (2) of the California Corporate Securities Law of 1968, as
                amended.





c.
            Consultant
                is acquiring the shares for the consultants own account for long
                -term
                investment and not with a view toward resale or distribution thereof
                except in accordance with applicable
                laws.





4.6
      Additionally, for a period of two years after the effective date hereof, should
      the company make any public offering of its securities pursuant to an effective
      registration statement under the securities act of 1933 or 1934 as amended?
      Consultant shall be entitled, and the company agrees to include in such
      registration any or all of the common stock given to consultant by the company
      as consideration hereunder (commonly referred to as “Piggyback Registration
      Rights”). Such piggyback registration rights include, at the consultants option
      registration on Form S-1. All such registration rights shall be subject to
      customary market stand - off and underwriter cutback provisions.





**5.**
            **Non-Assignably
                of services**;
                Consultant’s services under this contract are offered to company only and
                may not be assigned by company to any entity with which company merges
                or
                which acquires the company or substantially all or its assets. In
                the
                event of such merger or acquisition, all compensation to consultant
                herein
                under the schedules set forth herein remain due and payable, and
                any
                compensation received by the consultant may be retained in the entirely
                by
                consultant, all without any reduction or pro-rating and shall be
                considered and remain fully paid and non-assessable.





Not
      withstanding the non-assignability of consultants services, company shall assure
      that in the event of any merger, acquisition or similar change in form of
      entity, that its successor entity shall agree to complete all obligation to
      consultant, including the provision and transfer of all compensation herein,
      and
      the perseveration of the value thereof consistent with the rights granted to
      consultant by the company herein, and to shareholders.










7. **Expenses:** Consultant agrees to pay for all its expenses (phone, mailing, labor, etc.)
      other than extraordinary items (travel required bi/or specifically requested
      by
      the company, luncheons or Dinners to large groups of investments professionals,
      mass faxing to a sizable percentage of the company’s constituents, investor
      conference calls, print advertisements in publications, etc.) approved by the
      company prior to its incurring an obligation for reimbursement.





8. **Indemnification** The
      Company warrants and represents that all oral communications written documents
      or material furnished to consultant by the company with respect to financial
      affairs operations profitability and strategic planning of the company are
      accurate and consultant may rely upon the accuracy thereof without independent
      investigation. The company will protect, indemnify and hold harmless consultant
      against any claims or litigation including any damages, liability, cost, and
      reasonable attorneys fees as incurred with respect thereto resulting from
      consultants communication or dissemination of any said information, documents
      or
      materials excluding any such claims or litigation resulting from consultants
      communication or dissemination of information not provided or authorized by
      the
      company.





9. **Representations** Consultant
      represents that it is not required to maintain any licenses and registrations
      under federal or any state regulations necessary to perform the services set
      forth herein. Consultant acknowledges that to the best of its knowledge the
      performance of services set forth under this agreement will not violate any
      rule
      or provision of any regulatory agency having jurisdiction over consultant.
      Consultant acknowledges that to the best of its knowledge, consultant and its
      officers and directors are not subject to any investigation, claim, decree
      or
      judgment involving and violation of the SEC or securities laws. Consultant
      further acknowledges that it is not a security Broker Dealer or a registered
      investment advisor. Company acknowledges that to the best of its knowledge
      that
      it has not violated any rule or provision of any regulatory agency having
      jurisdiction over the company. Company acknowledges that to the best of its
      knowledge company is not the subject of any investigation, claim, degree or
      judgment involving any violation of the SEC or securities laws.





10. **Legal
      Representations** **** The
      Company acknowledges that it has been represented by independent legal consul
      in
      the preparation of the agreement. Consultant represents that it has consulted
      with independent legal counsel and /or tax, financial and business advisors
      to
      the extent the consultant deemed necessary.





11. **Status
      as Independent Contractor** **** Consultant’s
      engagement pursuant to this agreement shall be as independent contractor, and
      not as an employee, officer or other agent of the company. Neither party to
      this
      agreement shall represent or hold itself out to be the employer of the other.
      Consultant further acknowledges the consideration provided herein above is
      a
      gross amount of consideration and that the company will not withhold from such
      consideration any amounts as to income taxes, social security payments or any
      other payroll taxes. All such income taxes and other such payment shall be
      made
      or provided for by Consultant and the Company shall have no responsibility
      or
      duties regarding such matters. Neither the company or the Consultant possess
      the
      authority to bind each other in any agreements without the express written
      consent of the entity to be bound.





12. **Attorney’s
      Fee** If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of interpretation of this Agreement or because of an alleged
      dispute, breach, default or misrepresentation in connection with or related
      to
      this agreement the successful or prevailing party shall be entitled to recover
      reasonable attorneys fees and other cost in connection with that action or
      proceeding in addition to any other relief to which it or they may be
      entitled.










13. **Waiver** :
      The
      waiver by either of a breach or any provision of this Agreement by the other
      party shall not operate or be construed as a waiver of any subsequent breach
      by
      such other party.





14. **Notices:** All
      notices, requests and other communications hereunder shall be deemed to be
      duly
      given if sent by U.S. postage prepaid, addressed to the other party at the
      address set forth herein below.





Company:


Contact
      Person: Stuart Schreiber, President & CEO


Address:
      674 Via De la Valle, Suite 226


City:
      Solana Beach, Ca 92075





Consultant:


A.S.
      Austin Company/ Andrew S. Austin


1265
      Avocado Blvd # 104-402


El
      Cajon,
      Ca 92020





It
      is
      understood that either party may change the address to which notices for it
      shall be addressed by providing notice of such a change to the other party
      in
      the manner set forth in this paragraph.





15. **Choice
      of Jurisdiction and Venue:** This
      agreement shall be governed by, construed and enforced in accordance with the
      laws of California. The parties agree that San Diego County, Ca will be the
      venue of any dispute and will have jurisdiction over all parties.





16. **Arbitration:** Any
      controversy or claim arising out of or relating to this agreement, or the
      alleged breach thereof or relating to consultants activities or remuneration
      under this agreement shall be binding arbitration in California. In accordance
      with the applicable rules of the American Arbitration Association, and judgment
      on the award rendered by the arbitrator(s) shall be binding on the parties
      and
      may be entered in any court having jurisdiction as provided by paragraph 14
      herein. The provisions of Title 9 of part 3 of the California Code of Civil
      procedure, including section 1283.05 and successor statutes, permitting expanded
      discovery proceedings shall be applicable to all disputes that are arbitrated
      under this paragraph.





17. **Complete
      Agreement:** This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof. This Agreement and its terms may not be changed orally but only
      by an agreement in writing signed by the party against whom enforcement of
      any
      waiver, change, modification, extension or discharge is sought.









AGREED
      TO:




“COMPANY
“Date:
            By:Stuart
                Schreiber “CONSULTANT”A.S.
                AUSTIN COMPANYDate:Friday,
              February 09, 2007
            By:Andrew
                S. Austin, President