Exhibit 10.5

                     CONSULTING SERVICES PLAN OF AGREEMENT


     This  Agreement  ("Agreement")  is  entered  into  January  2, 2008, by and
between  SUSTAINABLE  POWER CORP., a Nevada corporation (hereinafter referred to
as  "Corporation")  and  BERKSHIRE  CAPITAL  MANAGEMENT  CO.,  INC. (hereinafter
referred  to  as  "Consultant").

     In  consideration  of the mutual promises of the parties and other good and
valuable  consideration,  the  parties  hereby  agree  as  follows:

1.     Services.  Consultant  is rendering services for the initial formulation,
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planning,  development  and  recommendations  of  organizational  resource
requirements  necessary  for the Corporation's direction and planned growth into
new  marketplaces. The Consultant will provide bona-fide services to the Company
which  are  not  in  relation  to  the  offer  or  sale  of  securities  in  a
capital-raising  transaction,  and  which have not either directly or indirectly
promoted  or  maintained  a  market for the Company's securities, if such market
exists.  Consultant  shall devote such time, attention and energies as required.

2.     Compensation.  For  such  services,  the  Corporation  shall  compensate
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Consultant  as  follows:  Payment  of  TWENTY  MILLION  (20,000,000)  shares  of
restricted  common  stock to Consultant to be registered on Form 144 pursuant to
Rule  144  under  the Securities Act of 1933, as amended. The shares rendered as
payment  are  deemed  to  be  earned  by  the  Consultant and forthcoming by the
Corporation  immediately  upon  the  execution  of  this  Agreement,  which, for
clarification  purposes,  January  2,  2008  shall  be  the date when shares are
validly  issued  and  considered  fully  paid  and  non-assessable. Further, the
Corporation acknowledges and waives all rights to contest the issuance of shares
at  any  point  after  the  execution  of  this Agreement by the parties hereto.

3.     Relationshipof  the  Parties.  The  parties  intend that the Relationship
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between  them created under this Agreement is that of independent contractor and
not  as  a  partner,  agent,  or  an  employee,  nor shall either party have any
authority  to bind the other. Consultant as an independent contractor may engage
in other business activities provided, however, that Consultant shall not during
the  term of this Agreement solicit Company's employees or accounts on behalf of
Consultant  or  another  entity.

4.     Term.  The  term  of this Agreement shall commence on January 2, 2008 and
       ----
shall  terminate  on  June  2,  2008.

5.     Rightof  Payment.  If  Consultant  becomes  unable  to  perform  services
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pursuant  to  this  Agreement  by  reason  of  illness,  incapacity  or  death,
compensation  shall cease upon the happening of the event. Otherwise, the shares
rendered as payment are deemed to be earned by the Consultant and forthcoming by
the  Corporation  immediately upon the execution of this Agreement. Further, the
Corporation acknowledges and waives all rights to contest the issuance of shares
at  any  point  after  the  execution  of  this Agreement by the parties hereto.

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6.     Non-Assignability  of  Services.  Neither party may assign this Agreement
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without  the  express  written  consent  of  the  other  party.

7.     Legal  Representation.  The  Company  acknowledges  that  it  has  been
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represented  by  independent legal counsel in the preparation of this 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.

8.     Attorney's  Fee.  If  any  legal  action  or  any  arbitration  or  other
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proceeding  is  brought for the enforcement or 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 costs in
connection  with  that  action or proceeding, in addition to any other relief to
which  it  or  they  may  be  entitled.

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

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

     To the Company:                    To the Consultant:

     Sustainable Power Corp.            Berkshire Capital Management Co., Inc.
     John Rivera, Chairman & CEO        ATTN:  Joseph Fiore, President
     7100 Highway 46 South              670 White Plains Rd., #120
     Baytown, TX 77520                  Scarsdale, NY  10583

11.     Choice  of Law, Jurisdiction and Venue. This Agreement shall be governed
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by,  construed  and  enforced in accordance with the laws of the State of Texas.
The parties agree that Harris County, Texas will be the venue of any dispute and
will  have  jurisdiction  over  all  parties.

12.     Complete  Agreement.  It is agreed between the parties that there are no
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other  agreements  or understandings between them relating to the subject matter
of  this  Agreement.  This  Agreement  supersedes  all prior agreements, oral or
written,  between  the  parties  and  is  intended  as  a complete and exclusive
statement  of  the  agreement  between the parties. No change or modification of
this  Agreement  shall  be valid unless the same be in writing and signed by the
parties.

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INTENDING  TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to
be  executed  as  of  the  date  first  above  written.

CORPORATION:        SUSTAINABLE POWER CORP.



                    By  \s\ John Rivera
                        ---------------
                        John Rivera
                        Chairman and CEO


CONSULTANT:         BERKSHIRE CAPITAL MANAGEMENT CO., INC.



                    By  \s\ Joseph Fiore
                        ----------------
                        Joseph Fiore
                        President