FINANCIAL CONSULTING SERVICES AGREEMENT

       This Financial Consulting Services Agreement (the
"Agreement") is entered this 24th day of January, 2001 by and
between M. Blaine Riley, Randall Letcavage and Rosemary Nguyen
("Consultants"), individual's, and Hyperbaric Systems (OTC BB:HYRB)
("Client"), a California corporation, with reference to the
following:

                          RECITALS

        A.  The Client desires to be assured of the association
and services of the Consultants in order to avail itself of the
Consultants experience, skills, abilities, knowledge, and back-
ground to facilitate long range strategic planning, and to advise
the Client in business and/or financial matters and is therefore
willing to engage the Consultants upon the terms and conditions
set forth herein.

B.      The Consultants agree to be engaged and retained by the
Client and upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.      Engagement.   Client hereby engages Consultants on a
non-exclusive basis, and Consultants hereby accepts the engagement
to become a financial Consultants to the Client and to render such
advice, consultation, information, and services to the Directors
and/or Officers of the Client regarding general financial and
business matters including, but not limited to:

A.      Due diligence studies, reorganizations, divestitures;
B.      Capital structures, banking methods and systems;
C.      Periodic reporting as to developments concerning the
        general financial markets and public securities markets and
        industry which may be relevant or of interest or concern to
        the Client or the Client's business;
D.      Guidance and assistance in available alternatives for
        accounts receivable financing and other asset financing.

        It shall be expressly understood that Consultants shall
have no power to bind Client to any contract or obligation or to
transact any business in Client's name or on behalf of Client in any
manner.

2.      Term.   The term ("Term") of this Agreement shall commence
on the date hereof and continue for twelve (12) months. The Agreement
may be extended upon agreement by both parties, unless or until the
Agreement is terminated. Either party may cancel this Agreement upon
five days written notice in the event either party violates any
material provision of this Agreement and fails to cure such violation
within five (5) days of written notification of such violation from
the other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of
its obligation incurred prior to the date of cancellation.

3.      Compensation and Fees.    As consideration for Consultants
entering into this Agreement, Client and Consultants shall agree
to the following:

A.     Client shall issue certificates representing an aggregate of
five hundred ten thousand (510,000) shares of free trading common
stock (the "Shares"), registered under S-8.

B.     The  Certificates shall be issued to the Consultants in the
following manner:

M. Blaine Riley will receive one hundred seventy thousand (170,000)
shares.

Randall Letcavage will receive one hundred seventy thousand
(170,000) shares.

Rosemary Nguyen will receive one hundred seventy thousand (170,000)
shares.

The Shares, when issued to Consultants, will be duly authorized,
validly issued and outstanding, fully paid and nonassessable and
will not be subject to any liens or encumbrances.

        Securities shall be issued to Consultants in accordance with
a mutually acceptable plan of issuance as to relieve securities or
Consultants from restrictions upon transferability of shares in
compliance with applicable registration provisions or exemptions.

         4.   Exclusivity; Performance; Confidentiality. The services
of Cnsultants hereunder shall not be exclusive, and Consultants and
their agents may perform similar or different services for other
persons or entities whether or not they are competitors of Client.
Consultants shall be required to expend only such time as is necessary
to service Client in a commercially reasonable manner. Consultants
acknowledge and agree that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client,
shall not be, directly or indirectly, disclosed without the prior
express writen consent of the Client, unless and until such information
is otherwise known to the public generally or is not otherwise secret
and confidential.

   5.   Independent Contractor.  In its performance hereunder,
Consultants and their agents shall be an independent contractor.
Consultants shall complete the services required hereunder according
to his own means and methods of work, shall be in the exclusive charge
and control of Consultants and which shall not be subject to the control
or supervision of Client, except as to the results of the work. Client
acknowledges that nothing in this Agreement shall be construed to
require Consultants to provide services to Client at any specific time,
or in any specific place or manner. Payments to Consultants hereunder
shall not be subject to withholding taxes or other employment taxes as
required with respect to compensation paid to an employee.

6. Arbitration and Fees. Any controversy or claim arising out of or
relating to this Agreement, or breach thereof, may be resolved by mutual
agreement; or if not, shall be settled in accordance with the Arbitration
rules of the American Arbitration Association in Irvine, California. Any
decision issued therefrom shall be binding upon the parties and shall be
enforceable as a judgment in any court of competent jurisdiction. The
prevailing party in such arbitration or other proceeding shall be
entitled, in addition to such other relief as many be granted, to a
reasonable sum as and for attorney's fees in such arbitration or other
proceeding which may be determined by the arbitrator or other officer
in such proceeding. If collection is required for any payment not made
when due, the creditor shall collect statutory interest and the cost of
collection, including attorney's fees whether or not court action is
required for enforcement.

7. Miscellaneous.   No waiver of any of the provisions of this Agreement
sall be deemed or shall constitute a waiver of any other provision and
no waiver shall constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver. No
supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all parties. This Agreement
constitutes the entire agreement between the parties and supersedes
any prior agreements or negotiations. There are no third party
beneficiaries of this Agreement.

            IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement on the date first written above.


                    "Client"

                    Signature:    /s/ Harry Masuda
                                      ------------
                                      Harry Masuda

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                    Company:          Hyperbaric Systems


                    "Consultants"

                    Signature:    /s/ M. Blaine Riley
                                      ---------------
                                      M. Blaine Riley
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                    Signature:    /s/ Randall Letcavage
                                      -----------------
                                      Randall Letcavage
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                    Signature:    /s/ Rosemary Nguyen
                                      ---------------
                                      Rosemary Nguyen
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