Exhibit 10 (b)

                     AGREEMENT FOR SERVICES

This Services Agreement (the "Agreement") is entered this 3rd day
of January, 2002 by and between Denford Investments, LLC
("Consultant"), a Nevada Limited Liability Company, and Prestige
Jewelry, Inc. (OTC BB:PJWL) ("Client"), a Nevada Corporation,
with reference to the following:

                            RECITALS

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

B.  The Consultant agrees 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  Consultant  on  a  non-
     exclusive basis, and Consultant hereby accepts the engagement  to
     become  a general business consultant 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.    Reorganizations, mergers, divestitures, and due diligence
          studies;
       B.   Capital sources and the formation of financial transactions;
       C.    Guidance  and  assistance  in available  alternatives  to
          maximize shareholder value;
       D.   Press Release preparation and distribution; and
       E.   Strategic business planning and general business strategy.

It  shall be expressly understood that Consultant 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  and
Client  is  not obligated to accept any recommendations or  close  any
transactions submitted by the Consultant.

  2.    TERM.   The term ("Term") of this Agreement shall commence  on
     the  date  hereof and continue for six (6) 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 (see item 10 "Notices").

  3.    DUE  DILIGENCE.  The Client shall supply and  deliver  to  the
     Consultant  all  information relating  to  the  Client  Company's
     business  as  may  be reasonably requested by the  Consultant  to
     enable  the  Consultant to make an assessment of the Company  and
     its business prospects and provide the Consulting Services.

  4.     COMPENSATION  AND  FEES.  As  consideration  for   Consultant
     entering  into this Agreement, Client and Consultant shall  agree
     that   the  Client  shall  issue  certificates  representing   an
     aggregate of 1,350,000 shares of common stock (the "Shares"). The
     shares issued to the Consultant on the date hereof shall have the
     status of "restricted" securities as the term is defined by  Rule
     144  under  the Securities Act of 1933, as amended. These  shares
     are  non-cancelable and shall have piggyback registration  rights
     upon the first SEC registration filed by the Client.

The  Shares,  when  issued  to Consultant, 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 Consultant in accordance with a mutually
acceptable  plan  of issuance as to relieve securities  or  Consultant
from  restrictions upon transferability of shares in  compliance  with
applicable registration provisions or exemptions.

  5.     REPRESENTATIONS,   WARRANTS   AND   COVENANTS.   The   Client
     represents, warrants and covenants to the Consultant as follows:

       F.    The Client has the full authority, right, power and legal
          capacity to enter into this Agreement and to consummate  the
          transactions which are provided for herein. The execution of this
          Agreement by the Client and its delivery to the Consultant, and
          the consummation by it of the transactions which are contemplated
          herein have been duly approved and authorized by all necessary
          action  by  the Client's Board of Directors and  no  further
          authorization shall be necessary on the part of the Client for
          the  performance  and  consummation by  the  Client  of  the
          transactions which are contemplated by this Agreement.
       G.   The business and operations of the Client have been and are
          being conducted in all material respects in accordance with all
          applicable laws, rules and regulations of all authorities which
          affect  the Client or its properties, assets, businesses  or
          prospects. The performance of this Agreement shall not result in
          any breach of, or constitute a default under, or result in the
          imposition of any lien or encumbrance upon any property of the
          Client or cause acceleration under any arrangement, agreement or
          other instrument to which the Client is a party or by which any
          of its assets are bound. The Client has performed in all respects
          all  of  its obligations which are, as of the date  of  this
          Agreement, required to be performed by it pursuant to the terms
          of any such agreement, contract, or commitment.

  6.    EXCLUSIVITY;  PERFORMANCE; CONFIDENTIALITY.  The  services  of
     Consultant  hereunder shall not be exclusive, and Consultant  and
     its  agents may perform similar or different services  for  other
     persons  or  entities  whether or not  they  are  competitors  of
     Client.  The  Consultant  agrees that  it  will,  at  all  times,
     faithfully and in a professional manner perform all of the duties
     that may be reasonably required of the Consultant pursuant to the
     terms  of this Agreement. Consultant shall be required to  expend
     only   such  time  as  is  necessary  to  service  Client  in   a
     commercially reasonable manner. The Consultant does not guarantee
     that its efforts will have any impact upon the Company's business
     or that there will be any specific result or improvement from the
     Consultant's  efforts. Consultant acknowledges  and  agrees  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
     written  consent of the Client, unless and until such information
     is  otherwise  known to the public generally or is not  otherwise
     secret and confidential.

  7.     INDEPENDENT   CONTRACTOR.  In  its   performance   hereunder,
     Consultant  and  its  agents shall be an independent  contractor.
     Consultant   shall  complete  the  services  required   hereunder
     according to his own means and methods of work, shall be  in  the
     exclusive charge and control of Consultant 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 Consultant  to  provide
     services to Client at any specific time, or in any specific place
     or  manner. Payments to consultant hereunder shall not be subject
     to  withholding taxes or other employment taxes as required  with
     respect to compensation paid to an employee.

  8.    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.

  9.     NOTICES.  Any  notice  or  other  communication  required  or
     permitted  hereunder must be in writing and sent  by  either  (i)
     certified  mail,  postage prepaid, return receipt  requested  and
     First  Class  mail, (ii) overnight delivery with confirmation  of
     delivery, or (iii) facsimile transmission with an original mailed
     by first class mail, postage prepaid, addressed as follows:

        If to the Client: Prestige Jewelry, Inc.
                          Attn: Joseph Dzierwa
                          11469 Olive Blvd., #262
                          St. Louis, Missouri 63141

        If to the Consultant:  Denford Investments, LLC
                               Attn: Hal Crawford


or  in  each  case  to  such other address as  shall  have  last  been
furnished  by like notice. If mailing is impossible due to an  absence
of  postal  service,  and  other methods of  sending  notice  are  not
otherwise  available, notice shall be hand-delivered to the  aforesaid
addresses. Each notice or communication shall be deemed to  have  been
given  as  of  the date so mailed or delivered, as the  case  may  be;
provided,  however, that any notice sent by facsimile shall be  deemed
to  have been given as of the date sent by facsimile if a copy of such
notice  is  also  mailed  by first class mail  on  the  date  sent  by
facsimile;  if  the date of mailing is not the same  as  the  date  of
sending  by  facsimile, then the date of mailing by first  class  mail
shall be deemed to be the date upon which notice given.

  10.   MISCELLANEOUS.  No  waiver of any of the  provisions  of  this
     Agreement  shall 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.

  11.   COUNTERPARTS.  This  Agreement may be executed  simultaneously
     in  one  or  more counterparts, each of which shall be deemed  an
     original, but all of which together shall constitute one and  the
     same instrument.

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

CONSULTANT:                              COMPANY:

Denford Investments, LLC                 Prestige Jewelry, Inc.

By:                                      By:
   ----------------------------             -------------------------
   Hal Crawford / President                 Joseph Dzierwa / President & CEO