CONSULTING AGREEMENT

      This Consulting Agreement (this "Agreement") is made as of December 23,
2003 ("Effective Date") by and between NanoSignal Corporation Inc., a Nevada
Corporation (the "Company"), and John Bonaventura and Ron Sanford, residents of
Nevada (("Consultants").

                                    RECITALS

      WHEREAS, the Company and Consultants desire to work together for the
purposes of Consultants providing advice, training seminars, training manuals
and on-site technical service consultant services and Company retaining
Consultants for advice in the operation of its business, and

      WHEREAS, the Company wishes to retain Consultants, and Consultants wish 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 Consultants agree as follows:

      1.    Retention. The Company hereby agrees to retain Consultants and
            Consultants agree 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 Consultants agree to perform the
            consulting services (the "Services") set forth for the purposes of
            assisting the Company in training seminars, training manuals and
            on-site technical services in the Company's business. Consultants
            shall perform the services and shall devote such time and attention
            to consulting and advising as shall be reasonably requested by the
            Company. Consultants may, at Consultants' 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 nine months
            (the "Consulting Period").

      4.    Status of Consultant. Consultants understand and agree that
            Consultants are not employees of the Company and that Consultants
            are not entitled to receive employee benefits from the Company,
            including, but not limited to, sick leave, vacation, retirement,
            death benefits or automobile expense. Consultants shall be
            responsible for providing, at Consultants' expense and in
            Consultants' name, disability, worker's compensation or other
            insurance as well as licenses and permits usual or necessary


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            for conducting the services hereunder. Furthermore, Consultants
            shall pay, when and as due, any and all taxes incurred as a result
            of Consultants' compensation hereunder, including estimated taxes,
            and shall provide Company with proof of said payments, upon demand.
            Consultants hereby agree to indemnify the Company for any claims,
            losses, costs, fees, liabilities, damages or injuries suffered by
            the Company arising out of Consultants' breach of this Section 4.

      5.    Compensation. The Company shall compensate Consultants 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 Consultants. There shall be no
            additional fees due to Consultants.

      6.    Termination on Notice. The Company may terminate this Agreement at
            any time by giving fifteen (15) days written notice to Consultants.
            Consultants 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. Consultants 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 Consultants, or upon
            mutual termination by both parties.

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

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


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      10.   Access to Confidential Information. Consultants agree that during
            the term of the business relationship between Consultants and the
            Company, Consultants 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. Consultants agree 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. Consultants
            agree 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. Consultants acknowledge that
            all Confidential Information, whether prepared by Consultants or
            otherwise acquired by Consultants in any way, shall remain the
            exclusive property of the Company.

      11.   No Unfair Use by Consultant. Consultants promise and agree that
            Consultants (which shall include Consultants' 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 Consultants use
            the Confidential Information in any way or at any time except as
            required in the course of Consultants' business relationship with
            the Company. Consultants agree that the sale or unauthorized use of
            the Company's Confidential Information constitutes unfair
            competition. Consultants promise and agree 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. Consultants agree 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
            Consultants, Consultants shall perform any lawful acts, including
            the execution of papers and oaths and the giving of testimony, that
            in 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.


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

      14.   Representations by Consultant. Consultants represents that
            Consultants have the qualifications and ability to perform the
            services in a professional manner, without the advice, control or
            supervision of the Company. Consultants 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 Consultants to perform any of the representations,
            warranties and agreements contained in this Agreement. Consultants
            are providing these services only for training and on-site technical
            support.

      15.   Assignment of Rights or Delegation of Duties by Consultants;
            Company's Right to Assign. Consultants' rights and benefits under
            this Agreement are personal to Consultants 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 Consultants 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.

      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.


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      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 Nevada. Venue
            for a legal or equitable action between the Company and Consultants,
            which relates to this Agreement shall be in the County of Clark.

      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.

      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.


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

                                        COMPANY
                                        NanoSingal Corporation


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


                                        CONSULTANTS

                                        By: /s/ John Bonaventura
                                           -------------------------------------
                                        John Bonaventura.


                                        By:/s/Ron Sanford
                                           -------------------------------------
                                            Ron Sanford


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