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                 INDEPENDENT CONTRACTOR FEE/CONSULTING AGREEMENT

                  ---------------------------------------------

     THIS  AGREEMENT  is made and entered into on January 5, 2004 by and between
MicroSignal  Corporation,  a Nevada  corporation  ("MSC") and Jason G.  Landess,
Esq., a resident of Las Vegas, Nevada ("Landess").

                                    RECITALS

                                    ---------

     WHEREAS,  MSC is a public  company  trading  on the OTCBB  under the symbol
"MSGL";

     WHEREAS,  Landess is knowledgeable  in the areas of business  operations of
MSC  and  possesses  legal  skills  and  experience  in  commercial  litigation,
corporate law and business strategy;

     WHEREAS,  Landess has provided valuable assistance and advice regarding the
removal of Matthew McConaghy from the position of president and as a director of
MSC and assisted legal counsel in Pennsylvania regarding claims asserted against
MSC by George Parks;

     WHEREAS,  MSC wishes to compensate Landess for all of his services up until
the date of this Agreement;

     WHEREAS, MSC wishes to terminate any other retention agreements between MSC
and Landess except for Landess'  representation of MSC in connection with a suit
by MSC  against  Matthew  McConaghy  in the Eighth  Judicial  District  Court of
Nevada;

     WHEREAS,  MSC wishes to protect itself and its officers and/or directors by
asserting the attorney/client privilege where appropriate;

     WHEREAS,  MSC and  Landess  intend  that this  Agreement  and the  services
performed  hereunder  have been made,  requested  and performed in such a manner
that this Agreement  shall be a "written  compensation  agreement" as defined in
Rule 405 of the Securities and Exchange  Commission  ("Commission")  pursuant to
which MSC may issue  "freely  tradable"  shares  (except  as may be  limited  by
"affiliate"  status)  of its  common  stock as  payment  for  services  rendered
pursuant to an S-8  Registration  Statement to be filed with the  Commission  by
MSC; and

     WHEREAS,  Landess is willing to accept the  compensation  recited herein as
payment for services  previously  rendered and is willing to terminate his other
agreements with MSC as recited herein.



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                                    AGREEMENT

                                     ------

      NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

      1. ENGAGEMENT.  MSC has retained Landess to perform various management and
advisory and legal services for MSC (the "Consulting Services").

      2. DUTIES EXPRESSLY EXCLUDED. None of the services provided by Landess for
which he is receiving the compensation recited herein involved capital formation
and/or  public  relation  services  to MSC  inclusive  of but not limited to (i)
direct or indirect promotion of MSC's securities; (ii) assistance in making of a
market in MSC's  securities;  and/or (iii)  assistance in obtaining  debt and/or
equity financing.

      3. TERM. Landess is being compensated for services performed from the time
period of July 1, 2003 through the date of this Agreement.

      4.  CONSIDERATION.  In  addition  to the  consideration  that  Landess has
already received pursuant to his Independent  Consulting  Agreement dated August
27, 2003 (which includes 1,500,000 shares of MSC's unrestricted common stock and
1,000,000 shares of restricted MSC stock), Landess shall also receive from MSC a
fee consisting of 1,000,000 shares of MSC's unrestricted  common stock shares of
the MSC's common stock, par value $0.01 per share (the "Common Stock"),  covered
by a registration  statement of the company under the Securities Act of 1933, as
amended  (the  "Act"),  on Form S-8 (the  "S-8  Registration  Statement")  to be
prepared  by MSC at its  expense and filed by MSC with the SEC via EDGAR as soon
as practicable.  MSC covenants that the S-8 Registration Statement shall be kept
effective  until  such time as all of the S-8  shares  have  been sold  pursuant
thereto.  MSC  hereby  further  agrees  to exert  its best  efforts  to cause as
expeditiously  as is practicable  all of the S-8 shares to be  certificated  and
credited by the Depository  Trust Company  ("DTC") to the  securities  brokerage
account of  Consultant  specified by  Consultant.  These shares shall be paid in
advance, as consideration for the services already rendered.  These shares shall
be issued  immediately.  Landess hereby  acknowledges that once these shares are
transferred  to him by MSC that he shall be paid in full for all of his services
for the time period July 1, 2003 through the date of this agreement,  subject to
his rights relating to his ownership of the 1,000,000 shares of restricted stock
previously issued to him as referred to in the following Paragraph.

            4.1.  AFFIRMATION OF LANDESS' RESTRICTED STOCK. MSC acknowledges and
ratifies  the  validity  of  Landess'  One Million  Shares of  restricted  stock
represented by stock  certificate  no. 6229 and MSC will do nothing to interfere
with  Landess'  ownership  rights in and to that stock and will fully  cooperate
with Landess in the  exercise of all of his rights  under that stock.  Such acts
include, but are not limited to: (1) instructing the company's transfer agent to
remove the restricted legend from that stock at any time after one year from the
date of issuance of that stock;  (2) signing all  documents  necessary to comply
with  state  and  federal  regulations  regarding  the  issuance  of that  stock
including,  but not limited to, any  registration  filings with the SEC; and (3)
paying  all  legal  and  accounting   fees  associated  with  the  issuance  and
registration of that restricted stock.


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      5. TERMINATION OF OPTION AND OTHER CONTINGENT-FEE  AGREEMENT.  The parties
to this  Agreement  agree that when Landess  receives the One Million  shares of
unrestricted  stock from  MicroSignal  in his account with ACAP  Financial (or a
similar commercial brokerage firm) pursuant to the terms of this Agreement,  the
Option described under Paragraph 4 (C) of the Independent  Consulting  Agreement
dated August 27, 2003 shall be deemed  satisfied,  terminated  and of no further
legal effect.


      6. TERMINATION OF CONTINGENT-FEE  AGREEMENT. The parties to this Agreement
also agree that when  Landess  receives the One Million  shares of  unrestricted
stock  from  MicroSignal  in his  account  with  ACAP  Financial  (or a  similar
commercial  brokerage  firm)  pursuant  to the  terms  of  this  Agreement,  the
contingent-fee  agreement  between MSC and Landess dated September 8, 2003 shall
be terminated and of no further legal effect.

      7.  LANDESS'  LIABILITY.  In the  absence of gross  negligence  or willful
misconduct  on the  part of  Landess  or  Landess  breach  of any  terms of this
Agreement,  Landess  shall  not be liable  to MSC or to any  officer,  director,
employee,  stockholder or creditor of MSC, for any act or omission in the course
of or in  connection  with the  previous  rendering  or  providing  of  services
hereunder.  Except  in  those  cases  where  the  gross  negligence  or  willful
misconduct of Landess or the breach by Landess of any terms of this Agreement is
alleged and proven, MSC agrees to defend,  indemnify, and hold harmless from and
against  any  and  all  reasonable  costs,  expenses  and  liability  (including
reasonable  attorney's fees paid in the defense of Landess) which may in any way
result  from  services  previously  rendered  by Landess  pursuant  to or in any
connection with this Agreement.

     8. REPRESENTATIONS. Landess makes the following representations:

            A.    Landess has no prior or existing  legally binding  obligations
                  that are in conflict with his entering into this Agreement;

            B.    Landess  shall not offer or make payment of any  consideration
                  to brokers,  dealers or others for  purposes  of inducing  the
                  purchase,  making  of  a  market  or  recommendation  for  the
                  purchase of MSC's securities;

            C.    Landess is not  currently the subject of an  investigation  or
                  inquiry by the Securities and Exchange  Commission,  the NASD,
                  or any state securities Commission;

            D.    Landess'  activities and operations  fully comply with now and
                  will  comply  with in the  future  all  applicable  state  and
                  federal securities laws and regulations; and

            E.    Landess understands that, as a result of his services,  it may
                  come to possess material non-public information about MSC, and
                  that he has implemented  internal control procedures  designed
                  to  reasonably  to insure that  neither he nor his  employees,
                  agents,  Landess or  affiliates,  trade in the  securities  of
                  client  companies  while in possession of material  non-public
                  information.


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      9. MSC'S REPRESENTATIONS. MSC makes the following representations:

      A. MSC is in good standing in its state of incorporation.

      10. ASSERTION OF ATTORNEY/CLIENT  PRIVILEGE.  Should MSC and/or any of its
officers,  directors  or  shareholders  become the focus or target of a criminal
investigation or become involved in any kind of civil or administrative dispute,
to the extent  applicable MSC hereby asserts its right and privilege to keep all
confidential  communications protected under the attorney/client  privilege; and
Landess  hereby  agrees to honor said  privilege to the fullest  extent  allowed
under law.

      11. ENTIRE  AGREEMENT.  This Agreement  embodies the entire  agreement and
understanding  between MSC and Landess and supersedes any and all  negotiations,
prior  discussions  and  preliminary  and prior  agreements  and  understandings
related to the  primary  subject  matter  hereof.  This  Agreement  shall not be
modified  except by written  instrument  duly  executed  by each of the  parties
hereto.

      12. WAIVER. No waiver of any provisions of this Agreement shall be deemed,
or shall  constitute  a waiver of any  other  provisions,  nor shall any  waiver
constitute a continuing  waiver.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

      13. ASSIGNMENT AND BINDING EFFECT. This Agreement and the rights hereunder
may not be assigned by MSC (except by  operation  of law or merger) but shall be
freely  assignable  by  Landess;  and it shall be binding  upon and inure to the
benefits  of the  parties  and their  respective  successors,  assigns and legal
representatives.

      14.  GOVERNING  LAW AND  ATTORNEY'S  FEES. In the event there is a dispute
regarding this Agreement,  it shall be governed by Nevada law. Should litigation
arise in regard to this  Agreement,  the  prevailing  party shall be entitled to
costs and the attorney's fees actually incurred.  The term "prevailing party" as
used in this  paragraph  means the party that is  entitled  to recover  costs of
suit.

      15.  SEVERABILITY.  Every  provision  of this  Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.

      16.  HEADINGS.  The headings of this Agreement are inserted solely for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

      17.  FURTHER  ACTS.  Each party  agrees to perform  any  further  acts and
execute and deliver any further  documents  that may be reasonably  necessary to
carry out the provisions and intent of this Agreement.


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      18. ACKNOWLEDGMENT CONCERNING COUNSEL. Each party acknowledges that it had
the opportunity to employ  separate and independent  counsel of its own choosing
in connection with this Agreement.

      19. INDEPENDENT CONTRACTOR STATUS. There is no relationship,  partnership,
agency, employment,  franchise or joint venture between the parties. The parties
have no authority to bind the other or incur any obligations on their behalf.

      20. COUNTERPARTS.  This Agreement may be executed simultaneously in two 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 duly execute this Agreement as of
the date first written above.


MicroSignal Corporation                           Jason G. Landess, Esq.

By:/s/ Dr. Lawrence Madoff                        By:/s/ Jason Landess
Its President/CEO




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