EXHIBIT  10(i)  Amended and Restated Consultant Agreement  between
Christopher Pair and the Company



                       CONSULTING AGREEMENT

      This Amended and Restated Consultant Agreement ("Agreement")
is  entered  into  and effective as of December 4,  2003,  by  and
between  Christopher  Pair ("Consultant") and  Karma  Media,  Inc.
("Company"),  on  a  non-exclusive basis.  The undersigned  hereby
agree to the following terms and conditions:

1.    Duties  of  Consultant.  Consultant will provide  consulting
  services and advice pertaining to the Company's business affairs
  from  time  to time over a period of at least three  (3)  years.
  Without limiting the generality of the foregoing, Consultant will
  assist  the  Company  with  strategic planning  and  introducing
  potential  business  partners and customers.   Consultant  shall
  render the services described without any direct supervision  by
  the Company and in such amount, at such time and place and in such
  manner (whether by conference, telephone, letter or otherwise) as
  Consultant may determine.  Consultant shall make available  such
  time  as Consultant, in Consultant's sole discretion, shall deem
  appropriate for the performance of this Agreement.

2.    Compensation.   As  compensation for  Consultant's  services
  hereunder, the Company shall (a) issue Consultant or his designee
  a 10-year warrant to purchase, at an exercise price of $0.50 per
  share,  up to 20% of the Company's outstanding shares of  common
  stock  on a fully-diluted basis, containing customary terms  and
  conditions, including full anti-dilution and price protection and
  cashless exercise, and (b) pay to Consultant for the quarter ended
  December  31,  2003,  and each calendar  quarter  thereafter  in
  perpetuity, an amount equal to twenty percent (20%) of the gross
  cash receipts of the Company from all sources other than capital
  contributions  and  loans,  plus any  reduction  of  previously-
  established  reserves,  less revenues  directly  generated  from
  CharityBuy International, Inc., personal appearance or performance
  fees  of  Estelle  Reyna,  income from  the  sale  of  items  on
  EstelleReyna.com, and expenditures and other amounts paid by  or
  for the account of the Company during the same period, including
  payments of principal and interest on loan and reserves reasonably
  established   by  the  Company  for  future  debt   service   or
  contingencies   of   the  Company's  business,   but   excluding
  depreciation, amortization, cost recovery deductions, depletion,
  similar allowances or other non-cash items.  Such amounts shall be
  paid  to  Consultant within sixty (60) days of the end  of  each
  quarter, time being of the essence.

3.   Termination.  This Agreement may be terminated by the Company
  for good cause or by Consultant for any reason.  Termination  by
  the Company for good cause, or by Consultant without good reason,
  shall terminate the ongoing compensation obligation pursuant  to
  Section 2(b) above.  Good cause shall be deemed to exist only upon
  Consultant's final conviction of a felony involving fraud, theft
  or misappropriation in connection with the Company, its business
  or the services rendered pursuant to this Agreement.  Good reason
  shall include, without limitation, any material misrepresentation,
  violation  of any applicable law or regulation, breach  of  this
  Agreement,  inability to pay its debts when due,  or  filing  of
  bankruptcy by Company, or any material change in the nature, time
  or scope of duties requested of Consultant.  Any other termination
  shall   not   effect   the  ongoing  compensation   obligations.
  Termination at any time or by either party for any reason will not
  effect the compensation payable pursuant to Section 2(a) above.

4.   Relationship.  In connection with this engagement, Consultant
  is acting as a non-exclusive independent contractor.  Consultant
  shall  not be deemed to be a partner, joint venturer,  agent  or
  employee of the Company.
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5.

  Severability.  Should any provision of this Agreement be held by a
  court  of  law  to  be  illegal, invalid or  unenforceable,  the
  legality,   validity  and  enforceability   of   the   remaining
  provisions  of this Agreement shall not be affected or  impaired
  thereby.

6.    Company  Discretion.  Nothing provided for in this Agreement
  shall in any way obligate Company to accept any introduction  or
  enter  into any transaction.  Company and its board of directors
  shall retain sole and absolute discretion to determine whether to
  enter  into  any transaction.  The engagement hereunder  may  be
  terminated  at  any  time by either party upon  written  notice;
  provided,  however, that any termination by  Company  shall  not
  affect the ongoing compensation payable to Consultant as provided
  above.

7.   Indemnity.  The Company agrees to indemnify and hold harmless
  Consultant  and his affiliates against any loss, claim,  damage,
  liability  or expense, as incurred, to which any such party  may
  become subject (including in settlement of any litigation, if such
  settlement is effected with the written consent of the  Company,
  which  consent  shall  not be unreasonably withheld),  including
  without  limitation any act or failure to act by  Consultant  in
  connection with, or relating in any manner to the Company or the
  services  provided by Consultant under this Agreement  (provided
  that the Company shall not be liable to the extent that a court of
  competent jurisdiction shall have determined by a final judgment
  that such liability resulted directly from Consultant's bad faith,
  willful  misconduct or gross negligence); and to reimburse  such
  party for any and all expenses (including the reasonable fees and
  disbursements of counsel chosen by Consultant) as such  expenses
  are   incurred  in  connection  with  investigating,  defending,
  settling,  compromising or paying any such loss, claim,  damage,
  liability, expense or action..

8.   Further Assurances.  Each party to this Agreement will do and
  perform or cause to be done and performed all such further  acts
  and  things  and  will execute and deliver all such  agreements,
  certificates, instruments and documents as the other party hereto
  may  reasonably  request in order to carry out  the  intent  and
  accomplish the purposes of this Agreement and the consummation of
  the transactions contemplated hereby.

9.    Governing Law.  This Agreement and all acts and transactions
  pursuant  hereto and the rights and obligations of  the  parties
  hereto will be governed by, and construed in accordance with, the
  internal  law  of  the State of California,  without  regard  to
  conflicts of laws.

10.  Arbitration.  Any controversy, dispute or claim of any nature
  whatsoever arising out of, in connection with or in relation  to
  this  Agreement,  or  otherwise involving  the  parties  hereto,
  including the issue of arbitrability of any such disputes, will be
  resolved by binding arbitration before a retired judge at JAMS in
  Los Angeles, California.  The prevailing party in any dispute will
  be awarded all attorney's fees, costs and expenses in addition to
  other allowable costs.

11.    Counterparts.    This  Agreement   may   be   executed   in
  counterparts, each of which will be an original and all of which
  together will constitute one and the same instrument.

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12.

  Entire Agreement.  This Agreement constitutes the entire agreement
  between  the parties with respect to the subject matter  hereof,
  and    supercedes   any   prior   consulting   agreement.     No
  representations, agreements or promises have been  made  by  any
  party  except as expressly set forth herein and in  any  related
  written   agreements.   This  Agreement  supersedes  any   prior
  negotiations, understandings or agreements, whether  written  or
  oral,   and   any   contemporaneous   oral   understandings   or
  agreements,  between  the  parties  or  their  predecessors   in
  interest.

     IN  WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.

COMPANY:                                CONSULTANT:

KARMA MEDIA, INC.



By:   /s/ Dominique Einhorn                /s/ Christopher Pair
    ------------------------               ----------------------
   Dominique Einhorn                         Christopher Pair
   President


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