CONSULTING AGREEMENT

      This Consulting Agreement (this "Agreement") is made as of December 18,
2003 ("Effective Date") by and between NanoSignal Corporation., a Nevada
Corporation (the "Company"), and Sanitec Services of Hawaii, Inc., a Hawaii
corporation ("Consultant").

                                    RECITALS

      WHEREAS, the Company and Consultant desire to work together for the
purposes of consultant providing advice, consultant services and Company
retaining consultant for advice in expanding its operations in the State of
Hawaii; and

      WHEREAS, Consultant has many invaluable medical business contacts
throughout Hawaii and is engaged in the business of bio-medical waste disposal
and has thoughts of how to improve and modify the Company's SLICES technology to
adapt it to other uses in addition to the MRI business; and

      WHEREAS, the Company wishes to retain Consultant, and Consultant wishes to
be retained by the Company to assist the Company in meeting the objectives
identified herein.

      NOW, THEREFORE, in consideration of the foregoing and of the covenants,
agreements, representations and warranties hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Consultant agree as follows:

      1.    Retention. The Company hereby agrees to retain Consultant and
            Consultant agrees to be available to serve the Company during the
            Consulting Period (as hereinafter defined), as a consultant and
            advisor, which shall include such reasonable consulting and advisory
            services for the Company as may be requested by the Company or
            someone acting pursuant to its authorization.

      2.    Duties of Consultant. The Consultant agrees to perform the
            consulting services (the "Services") set forth for the purposes of
            assisting the Company in introducing the Company and its technology
            to medical businesses in Hawaii and to consult and advise the
            Company in possible modifications to SLICES to adapt the technology
            to other areas in addition to MRI imaging. Consultant shall perform
            the services and shall devote such time and attention to consulting
            and advising as shall be reasonably requested by the Company.
            Consultant may, at Consultant's own expense, use employees or other
            subcontractors to assist Consultant with the performance of the
            services.

      3.    Term. The consulting period shall commence as of the effective date
            of this Agreement, and shall continue for a period of six months
            (the "Consulting Period").


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      4.    Status of Consultant. Consultant understands and agrees that
            Consultant is not an employee of the Company and that Consultant is
            not entitled to receive employee benefits from the Company,
            including, but not limited to, sick leave, vacation, retirement,
            death benefits or automobile expense. Consultant shall be
            responsible for providing, at Consultant's expense and in
            Consultant's name, disability, worker's compensation or other
            insurance as well as licenses and permits usual or necessary for
            conducting the services hereunder. Furthermore, Consultant shall
            pay, when and as due, any and all taxes incurred as a result of
            Consultant's compensation hereunder, including estimated taxes, and
            shall provide Company with proof of said payments, upon demand.
            Consultant hereby agrees to indemnify the Company for any claims,
            losses, costs, fees, liabilities, damages or injuries suffered by
            the Company arising out of Consultant's breach of this Section 4.

      5.    Compensation. The Company shall compensate Consultant with the
            issuance of six million shares of the Company's common stock. This
            fee is due upon execution of this agreement, subject to the filing
            of a Registration Statement on Form S-8 to register the Shares. This
            fee is subject to the parameters of section 2. This fee is full
            payment for all services rendered by Consultant. There shall be no
            additional fees due to consultant. The stock to be issued to
            Consultant shall be issued in the name of Consultant's president,
            Steven Onoue.

      6.    Termination on Notice. The Company may terminate this Agreement at
            any time by giving fifteen (15) days written notice to Consultant.
            Consultant shall have the obligation to provide services up to and
            until the effective date of such termination, should the Company
            request such services in writing. In the event of this termination
            all fees, which are paid to consultant will be considered earned and
            fully paid. Consultant shall be under no obligation to return any
            compensation received.

      7.    Automatic Termination. This Agreement terminates automatically on
            the occurrence of the death or disability of Consultant, or upon
            mutual termination by both parties.

      8.    Return of Company Property. Upon the termination or expiration of
            this Agreement, consultant shall immediately transfer to the Company
            all files (including, but not limited to, electronic files),
            records, documents, drawings, specifications, equipment and similar
            items in Consultant's possession relating to the business of the
            Company or its Confidential Information (as defined herein)
            (including the work product of Consultant created pursuant to this
            Agreement).

      9.    Property Belonging to Company. Consultant agrees that all
            developments, ideas, devices, improvements, discoveries, apparatus,
            practices, processes, methods, concepts and products (collectively
            the "Inventions") developed by Consultant during the term of this
            Agreement are the exclusive property of the Company and shall belong
            to the Company. Consultant agrees to assign the Inventions to the
            Company, provided, however, notwithstanding the foregoing,
            Consultant shall not be required to assign its rights in any
            invention which Consultant developed entirely on


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            Consultant's own time without using the Company's equipment,
            supplies, facilities or trade secret information except for those
            inventions that either (i) relate at the time of conception or
            reduction to practice of the invention to the Company's business, or
            actual or demonstrably anticipated research of development of the
            Company or (ii) result from any work performed by Consultant for the
            Company.

      10.   Access to Confidential Information. Consultant agrees that during
            the term of the business relationship between Consultant and the
            Company, Consultant will have access to and become acquainted with
            confidential proprietary information ("Confidential Information"),
            which is owned by the Company and is regularly used in the operation
            of the Company`s business. Consultant agrees that the term
            "Confidential Information" as used in this Agreement is to be
            broadly interpreted and includes (i) information that has, or could
            have, commercial value for the business in which the Company is
            engaged, or in which the Company may engage at a later time, and
            (ii) information that, if disclosed without authorization, could be
            detrimental to the economic interests of the Company. Consultant
            agrees that the term "Confidential Information" includes, without
            limitation, any patent, patent application, copyright, trademark,
            trade name, service mark, service name, "know-how," negative
            "know-how", trade secrets, customer and supplier identities,
            characteristics and terms of agreement, details of customer or
            consultant contracts, pricing policies, operational methods,
            marketing plans or strategies, product development techniques or
            plans, business acquisition plans, science or technical information,
            ideas, discoveries, designs, computer programs (including source
            codes), financial forecasts, unpublished financial information,
            budgets, processes, procedures, formulae, improvements or other
            proprietary or intellectual property of the Company, whether or not
            written or tangible form, and whether or not registered, and
            including all memoranda, notes, summaries, plans, reports, records,
            documents and other evidence thereof. Consultant acknowledges that
            all Confidential Information, whether prepared by Consultant or
            otherwise acquired by consultant in any way, shall remain the
            exclusive property of the Company.

      11.   No Unfair Use by Consultant. Consultant promises and agrees that
            Consultant (which shall include Consultant's employees and
            contractors) shall not misuse, misappropriate, or disclose in any
            way to any person or entity any of the Company's Confidential
            Information, either directly or indirectly, nor will Consultant use
            the Confidential Information in any way or at any time except as
            required in the course of Consultant's business relationship with
            the Company. Consultant agrees that the sale or unauthorized use of
            the Company's Confidential Information constitutes unfair
            competition. Consultant promises and agrees not to engage in any
            unfair competition with the Company and will take measures that are
            appropriate to prevent its employees or contractors from engaging in
            unfair competition with the Company.

      12.   Further Acts. Consultant agrees that, at any time during the term of
            this Agreement or any extension thereof, upon the request of the
            Company and without further compensation, but at no expense to
            Consultant, Consultant shall perform any lawful acts, including the
            execution of papers and oaths and the giving of testimony, that in


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            the opinion of the Company, its successors or assigns, may be
            necessary or desirable in order to obtain, sustain, reissue and
            renew, and in order to enforce perfect, record and maintain, patent
            applications and United States and foreign patents on the Company's
            inventions, and copyright registrations on the Company's inventions.

      13.   Obligations Survive Agreement. Consultant's obligations under this
            agreement shall survive the expiration or termination of this
            Agreement for a period of five (5) years.

      14.   Representations by Consultant. Consultant represents that Consultant
            has the qualifications and ability to perform the services in a
            professional manner, without the advice, control or supervision of
            the Company. Consultant shall indemnify, defend and hold harmless
            the Company, and the Company's officers, directors and shareholders
            from and against any and all claims, demands, losses, costs,
            expenses, obligations, liabilities, damages, recoveries and
            deficiencies, including, without limitation, interest, penalties and
            reasonable attorney fees and costs, that the Company may incur or
            suffer and that arise, result from or are related to any breach or
            failure of Consultant to perform any of the representations,
            warranties and agreements contained in this Agreement. Consultant is
            providing these services only for advisory work involving mergers
            and acquisitions and potential business combinations.

      15.   Assignment of Rights or Delegation of Duties by Consultant;
            Company's Right to Assign. Consultant's rights and benefits under
            this Agreement are personal to Consultant and therefore no such
            right or benefit shall be subject to voluntary or involuntary
            alienation, assignment or transfer. However, the consultant will be
            allowed as part of this agreement to assign any and all of the
            payment of the services to third parties, agents, officers,
            employees, and other consultants in its efforts to provide services
            as pursuant to this agreement.

      16.   Entire Agreement. This Agreement supersedes any and all other
            agreements, either oral or in writing, between the parties with
            respect to the subject matter hereof and contains all of the
            covenants and agreements between the parties with respect to the
            services to be rendered by Consultant to the Company in any manner
            whatsoever. Each party to this Agreement acknowledges that no
            representations, inducements, promises or agreements, orally or
            otherwise, have been made by any party, or anyone acting on behalf
            of any party, which are not embodied herein, and that no other
            agreement, statement or promise not contained in this Agreement
            shall be valid or binding on either party.

      17.   Waiver. No waiver of any term or provisions of this Agreement will
            be valid unless such waiver is in writing signed by the party
            against whom enforcement of the waiver is sought. No waiver or
            breach of any agreement or provision of this Agreement shall be
            deemed a waiver of any preceding or succeeding breach thereof or a
            waiver or relinquishment of any other agreement or provision or
            right or power contained in this Agreement.


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      18.   No Third Party Beneficiary. Nothing in this Agreement, whether
            expressed or implied, is intended to create any third party
            beneficiary obligations and the parties hereto specifically declare
            that no person or entity, other than as set forth in this Agreement,
            shall have any rights hereunder or any right of enforcement
            hereunder.

      19.   Severability. If any term or provision of this Agreement is found to
            be invalid, illegal or unenforceable under present or future laws
            effective during the term of this Agreement, then and, in that event
            (i) the performance of the offending term or provision (but only to
            the extent its application is invalid, illegal or unenforceable)
            shall be excused as if it had never been incorporated in to this
            Agreement, and, in lieu of such excused provision as may be possible
            and be legal, valid and enforceable, and (ii) the remaining part of
            this Agreement shall not be affected thereby and shall continue in
            full force and effect to the fullest extent provided by law.

      20.   Preparation of Agreement. It is acknowledged by each party that such
            party either had separate and independent advice of counsel or the
            opportunity to avail itself or himself of same. In light of these
            facts it is acknowledged that no party shall be construed to be
            solely responsible for the drafting hereof, and therefore any
            ambiguity shall not be construed against any party as the alleged
            draftsman of this Agreement.

      21.   Notices. All notices, requests, demands, and other communications
            under this Agreement shall be in writing and shall be deemed to have
            been duly given (i) on the date of service if served personally on
            the party to whom notice is to be given, (ii) by private
            airborne/overnight delivery service or on the fifth day after
            mailing if mailed to the party to whom notice is to be given, by
            first class mail, registered or certified, postage prepaid, and
            properly addressed to the parties at their current address of
            record.

      22.   Attorneys' Fees and Costs. In the event that any legal proceeding is
            brought to enforce or interpret any of the rights or obligations
            under this Agreement, the prevailing party shall be entitled to
            recover reasonable attorneys' fees, costs and disbursements in
            addition to any other relief to which the prevailing party may be
            entitled.

      23.   Governing Law; Venue. This Agreement shall be governed by and
            construed in accordance with the laws of the State of California.
            Venue for a legal or equitable action between the Company and
            Consultant, which relates to this Agreement shall be in the county
            of Los Angeles.

      24.   Remedies. It is understood and agreed that this Agreement is
            intended to confer a benefit, directly or indirectly, on the Company
            and that any breach will result in termination of this agreement.


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      25.   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original but all of
            which shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.

                                        COMPANY
                                        NanoSignal Corporation

                                        By: /s/ Dr. Lawrence Madoff
                                           -------------------------------------
                                           Dr. Lawrence Madoff, CEO


                                        CONSULTANT
                                        Sanitec Services of Hawaii, Inc.

                                        By: /s/ Steven Onoue
                                           -------------------------------------
                                           Steven Onoue, President


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