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                          CONSULTING SERVICES AGREEMENT

THIS CONSULTING  SERVICES AGREEMENT (this  "Agreement"),  dated as of JANUARY 6,
2004, between MicroSignal Corporation, a Nevada corporation (the "Company"), and
Ron Sanford ("Consultant"), an individual.

                                   WITNESSETH:

WHEREAS, Company desires to retain Consultant to consult and advise the Company,
and Consultant desires to be engaged by Company to provide  consulting  services
on the terms and subject to the conditions set forth herein; and

WHEREAS, Company is a publicly held corporation with its common stock trading on
the Over the Counter  Bulletin Board under the ticker symbol "MSGL," and desires
to further develop its business and customers.

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

Consulting Arrangement.  The Company hereby engages Consultant as an independent
contractor and not as an employee,  to render consulting services to the Company
as  hereinafter  provided and Consultant  hereby  accepts such  engagement for a
period  commencing  on  execution of this  Agreement  and ending on December 31,
2004.  Consultant  agrees that Consultant will not have any authority to bind or
act on behalf of the Company.  Consultant  shall at all times be an  independent
contractor  hereunder,  rather than an agent,  employee or representative of the
Company.  The Company hereby  acknowledges and agrees that Consultant may engage
directly  or  indirectly  in other  businesses  and  ventures  and  shall not be
required to perform any services under this Agreement  when, or for such periods
in which,  the rendering of such services shall unduly interfere with such other
businesses  and ventures,  providing  that such  undertakings  do not completely
preempt  Consultant's  availability  during the term of this Agreement.  Neither
Consultant  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 to be Rendered by Consultant

1. Subject to the terms and  conditions of this  Agreement,  the Company  hereby
engages the Consultant, and Consultant hereby accepts the engagement, to provide
advice,  analysis  and  recommendations  (the  "Services")  to the Company  with
respect to the following:

A.  Corporate  planning,  strategy and  negotiations  with  potential  strategic
business partners and/or other general business consulting needs as expressed by
Client;


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B. Business development;

C. Business strategies;

D. Corporate imaging advertising including print, online and multimedia mediums;

F. Development of business compensation policies;

G. Periodic  reporting as to  developments  concerning the industry which may be
relevant or of interest or concern to the Client or the Client's business;

H. Developing and managing Strategic Planning issues;

I. Providing Project Management services for various non-prohibited projects;

J. Assisting in the management of other outsource vendors and/or consultants;

K. Online content development and coordination for the Client's web presence;

L.  Provide  management  consulting  services  including:  analyzing  historical
operational  performance,  reviewing operational performance of the Company on a
monthly  basis,  making  recommendations  to enhance the  Company's  operational
efficiency.

M. Consulting on alternatives to enhance operational growth of the Company;

N. Coordinating corporate administrative activities.

O.  Services  by the  Client  for  which  compensation  hereunder  is  expressly
prohibited by the Company under the terms of this Agreement include:

      i.    Reorganizations, mergers, divestitures, and due diligence studies;

      ii.   Capital sources and the formation of financial transactions;

      iii.  Banking methods and systems;

      iv.   Guidance  and  assistance  in  available  alternatives  to  maximize
            shareholder value;

      v.    Periodic  preparation  and  distribution  of  research  reports  and
            information to the broker/dealer and investment banking community;

      vi.   Press Release preparation and distribution.

During the term of this  Agreement,  Consultant  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  Consultant  to Company
prior to the date hereof; provided that:

(a) To the extent practicable such services shall be furnished only at such time
and places as are mutually satisfactory to the Company and Consultant.


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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  Consultant  without  prior  notice  and
opportunity to review given to Consultant.

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

6. Company  shall  promptly  comply with all  reasonable  requests of Consultant
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
Consultant the right to immediately and without notice  terminate this Agreement
and retain all shares  issued to  Consultant  hereunder,  which  shall be deemed
fully earned by  Consultant 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 by the Consultant,  the
Company shall  compensate  the Consultant by delivering to the  Consultant,  Two
Million  Five  Hundred  Thousand  (2,500,000)  shares of the common stock of the
Company ("Common Stock") that is Freely Tradeable (as hereinafter defined).

"Freely  Tradeable"  means shares that may be sold at any time by the Consultant
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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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  Consultant  and his  successors  and assigns;
provided that in no event shall Consultant's obligations to perform the Services
be delegated or transferred by Consultant  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.  Termination.  Either the Company or Consultant  may terminate this Agreement
for  material  breach  upon at least  thirty  (30)  days  prior  written  notice
specifying the nature of the breach,  if such breach has not been  substantially
cured within the thirty (30) day period. Upon termination by Company, all shares
and compensation previously paid shall be retained by Consultant.

4.  Independent  Contractor   Relationship.   Consultant  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  Consultant
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.


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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.

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 Consultant as of the date first written above.


Signature of  Consultant

Name: Ron Sanford

Signature:  /s/ Ron Sanford


Signature of  Company

MicroSignal Corporation

Signature:  /s/ Dr. Lawrence Madoff

Title:President/CEO



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