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                          CONSULTING SERVICES AGREEMENT
                               FOR LEGAL SERVICES

THIS CONSULTING SERVICES AGREEMENT FOR LEGAL SERVICES (this "Agreement"),  dated
as of JANUARY 6, 2004,  between  MicroSignal  Corporation,  a Nevada corporation
(the "Company"), and MARCUS A. LUNA, ESQ. ("Attorney"), an individual.

                                   WITNESSETH:

WHEREAS,  Company  desires to retain Attorney to consult and advise the Company,
and Attorney is willing to provide such services:

NOW, THEREFORE,  in consideration of the mutual  undertakings  contained herein,
the parties agree as follows:

Consulting  Arrangement.  The Company hereby engages  Attorney as an independent
contractor and not as an employee,  to render consulting services to the Company
as hereinafter provided and Attorney hereby accepts such engagement for a period
commencing  on  execution  of this  Agreement  and ending on December  31, 2004.
Attorney  agrees that  Attorney  will not have any  authority  to bind or act on
behalf of the Company except in the course of  representation  of the Company as
its  attorney.  Attorney  shall  at  all  times  be  considered  an  independent
contractor  hereunder.  Neither Attorney nor his employees will be considered by
reason of the  provisions of this Agreement or otherwise as being an employee of
the  Company  or as being  entitled  to  participate  in any  health  insurance,
medical,  pension,  bonus or similar  employee  benefit  plans  sponsored by the
Company for its employees.

Services Rendered and to be Rendered by Attorney

1. Subject to the terms and  conditions of this  Agreement,  the Company  hereby
engages the Attorney,  and Attorney  hereby accepts the  engagement,  to provide
legal advice,  counsel,  analysis and  recommendations  (the  "Services") to the
Company in  relation  to  general  corporate  law,  transactional  matters,  the
securities laws,  copyright,  trademark and patent matters,  specific litigation
matters  identified  separately,  and any other legal  representation  which the
Company and Attorney  subsequently agree to include in this Agreement based upon
the circumstances and needs of the Company.

During  the  term of this  Agreement,  Attorney  shall  render  such  consulting
services as the Company from time to time  reasonably  requests,  which services
shall include but not be limited to those  rendered by Attorney to Company prior
to the date hereof; provided that: To the extent practicable such services shall
be furnished  only at such time and places as are mutually  satisfactory  to the
Company and Attorney.



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Duties of Company

1. Subject to the terms and conditions of this Agreement, Company shall take all
actions  necessary  to obtain and  maintain a  qualification  for  quotation  or
listing on the over the counter bulletin board, including:

2. Timely filing of all required SEC reports,  including all required  financial
information.

3. Compliance with all existing and any proposed or new qualification or listing
requirements on the over the counter bulletin board.

4.  Company  shall  not  enter  into any  binding  commitments,  obligations  or
agreements   which  relate  directly  to  Attorney   without  prior  notice  and
opportunity to review given to Attorney.

5.  Company  shall  promptly  furnish to Attorney  upon  request  any  requested
information, written or oral, concerning the business and affairs of the Company
reasonably related to services to be rendered by Attorney hereunder.

6. Company shall promptly comply with all reasonable  requests of Attorney under
this Agreement.

7.  Notwithstanding the provisions of this agreement,  any failure of Company to
fully and  completely  comply with all  Company's  duties  hereunder  shall give
Attorney the right to immediately  and without  notice  terminate this Agreement
and retain all shares issued to Attorney hereunder,  which shall be deemed fully
earned  by  Attorney  in  the  event  of  such  termination.  All  of  Company's
agreements,  representations,  warranties,  duties  and  obligations  under this
Agreement shall survive any such termination.

9. Time is of the  essence for Company in this  provision  concerning  Company's
Duties.

10.  Compensation and Expenses.  For the Services provided and to be provided by
the  Attorney,  the Company shall  compensate  the Attorney by delivering to the
Attorney,  Two Million Five Hundred  Thousand  shares of the common stock of the
Company  ("Common  Stock") that is Freely  Tradeable (as  hereinafter  defined),
which is fully earned upon execution of this Agreement.

"Freely  Tradeable"  means  shares that may be sold at any time by the  Attorney
free of any  contractual  or other  restriction  on transfer and which have been
appropriately  listed or registered for such sale on all  securities  markets on
any  shares of the  Common  Stock are  currently  so listed or  registered.  The
Company will register a sufficient  number of shares to pay the compensation set
forth herein by filing a registration  statement  with the  Securities  Exchange
Commission on or before the effective date of this agreement.


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ATTORNEY CLIENT RELATIONSHIP

The  following  policies with respect to  Attorney's  representation  in general
applies to Company:

A. Scope of  Representation.  Attorney  shall keep Company  reasonably  informed
about  the  status of each  matter,  shall  explain  each  matter to the  extent
reasonably necessary for Company to make informed decisions regarding Attorney's
representation, and shall abide by Company's decisions concerning the objectives
of representation,  subject to the limitations  imposed on Attorney by the Rules
of Professional Conduct.

B.  Confidentiality.  All  confidences  or  secrets  communicated  by Company to
Attorney  and legal  professionals  of  Attorney's  firm shall not be  revealed,
unless Company  consents after  consultation,  except for  disclosures  that are
impliedly  authorized in order to carry out Attorney's legal  representation and
subject to the limitations imposed by the Rules of Professional Conduct.

C.  Conflict of  Interest.  The Rules of  Professional  Conduct  provide  severe
penalties  for an  attorney  who fails to  disclose a conflict  of interest to a
client.  There is always a potential  conflict of interest  whenever an attorney
represents more than one party in a transaction.  Therefore,  our representation
of  Company  is based  upon the  mutual  understanding  that  Attorney  does not
currently have any known conflict of interest in representing the Company.

D. Termination. You have the right to terminate Attorney's representation of the
Company at any time.  Attorney has the same right,  subject to an  obligation to
give the Company  reasonable notice to arrange  alternative  representation.  On
termination,  all fees and costs  incurred  prior to  termination  shall be paid
promptly.  Thereafter,  Attorney will deliver  original  documents  entrusted to
Attorney.  The  Company  may  obtain  copies  of  any  additional  documents  in
Attorney's files upon request and payment of photocopying charges.

General Provisions

1.  Successors  and  Assigns.  This  Agreement is binding upon and inures to the
benefit of the Company and its affiliates, successors and assigns and is binding
upon and inures to the  benefit of  Attorney  and his  successors  and  assigns;
provided that in no event shall  Attorney's  obligations to perform the Services
be delegated or transferred by Attorney without the prior written consent of the
Company.

2. Term.  This Agreement  shall  commence on the date hereof and,  unless sooner
terminated in accordance  with the provisions  hereof,  shall expire on the date
set forth  bove.  However,  the  Agreement  may be  extended  by mutual  written
consent.

3. Arbitration Option. Pursuant to State Law, the Company has the right to elect
arbitration of any dispute arising from this Agreement.



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4. Independent Contractor Relationship. Attorney and the Company are independent
contractors and nothing  contained in this Agreement shall be construed to place
them in the relationship of partners, principal and agent,  employer/employee or
joint ventures.  Neither party shall have the power or right to bind or obligate
the other party, nor shall it hold itself out as having such authority.

5. Indemnification.  Company shall indemnify and hold harmless the Attorney from
and against  any and all losses,  damages,  liabilities,  reasonable  attorney's
fees, court costs and expenses resulting or arising from any third-party claims,
actions, proceedings,  investigations, or litigation relating to or arising from
or in connection with this Agreement, or any act or omission by Company.

6.  Notice.   For  the  purpose  of  this  Agreement,   notices  and  all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given (i) when delivered, if personally delivered, (ii) when sent
by facsimile  transmission,  when receipt  therefore has been duly received,  or
(iii) when mailed by United States  registered mail,  return receipt  requested,
postage prepaid, or by recognized overnight courier,  addressed set forth in the
preamble  to this  Agreement  or to such  other  address  as any  party may have
furnished  to the other in any  writing  in  accordance  herewith,  except  that
notices of change of address shall be effective only upon receipt.

7.  Miscellaneous.  No provisions of this  Agreement may be modified,  waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by  authorized  officers of each party.  No waiver by either party hereto
of, or  compliance  with,  any  condition or  provision of this  Agreement to be
performed by such other party shall be deemed a waiver of similar or  dissimilar
provisions or conditions at the same or at any prior or subsequent time.

No agreements or representations,  oral or otherwise,  express or implied,  with
respect to the subject  matter  hereof have been made by either  party which are
not  set  forth  expressly  in this  Agreement.  The  validity,  interpretation,
construction and performance of this Agreement shall be governed by the internal
laws of the State of Nevada.  Any  controversy  arising  under or in relation to
this Agreement shall be settled by binding arbitration in Las Vegas,  Nevada, in
accordance  with the laws of the State of Nevada  and the rules of the  American
Arbitration Association.

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



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9. Severability. If in any jurisdiction,  any provision of this Agreement or its
application  to  any  party  or  circumstance   is  restricted,   prohibited  or
unenforceable,  such provision  shall, as to such  jurisdiction,  be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining  provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to  other  parties  or  circumstances.  In  addition,  if any one or more of the
provisions  contained in this Agreement shall for any reason in any jurisdiction
be held to be  excessively  broad  as to  time,  duration,  geographical  scope,
activity or subject, it shall be construed,  by limiting and reduction it, so as
to be  enforceable  to the extent  compatible  with the  applicable  law of such
jurisdiction as it shall then appear.

IN WITNESS WHEREOF,  this Consulting  Agreement has been executed by the Company
and Attorney as of the date first written above.

Signature of  Attorney

Name: MARCUS A. LUNA, ESQ.

Signature:  /s/ Marcus A. Luna


Signature of  Company

MicroSignal Corporation

Signature:  /s/ Dr. Lawrence Madoff

Title: President/CEO


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