Exhibit 4.3

                        INDEPENDENT CONTRACTOR AGREEMENT

     THIS INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement"), dated as of March
13,  2003,  between  Palomar  Enterprises,   Inc.,  a  Nevada  corporation  (the
"Company"), and Kelly Black ("Consultant"), an individual.

                                  WITNESSETH:

     WHEREAS,  Company  desires to retain  Consultant  to consult and advise the
Company in the areas of corporate image advertising,  business development,  and
business strategy and consultant in connection the Company's  business,  namely,
the nutraceutical industry 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  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 March 2003 and ending on the 31st day of
March 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, coventurer,  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.  Consultant  shall  report all earnings  under this  Agreement in the
manner appropriate to its status as an independent contractor and shall file all
necessary reports and pay all taxes with respect to such payments.

                                    SERVICES

     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.   Identifying prospective strategic partners and strategic alliances;

     B.   Due diligence processes and capital structures and filing issues;

     C.   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;

     D.   Developing and managing Strategic Planning issues;
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     E.   Providing Project Management services for various projects;

     F.   Assisting   in   developing   a   corporate    image   for   potential
          advertisements;

     G.   Consulting  on  alternatives  to  enhance  operational  growth  of the
          Company.

     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; and

     (b)  Consultant  shall  devote as much time as  needed in  performing  such
          services and shall not be required to perform any  services  hereunder
          while Consultant is on vacation or suffering from an illness.

     2. Compensation and Expenses.  For the Services provided by the Consultant,
the Company (i) shall compensate the Consultant by delivering to the Consultant,
not later than March 13,  2003,  one  million  (1,000,000)  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;
and (ii) the Company  shall be  responsible  for the  payment of the  reasonable
out-of-pocket costs and expenses of Consultant incurred prior to, or on or after
the date of this  Agreement,  in  connection  with  its  engagement  under  this
Agreement,  including,  but not limited to, reasonable fees and disbursements of
counsel for Consultant,  travel and related  expenses,  document  production and
computer database charges. The Company shall reimburse Consultant for such costs
and  expenses  as they are  incurred,  promptly  after  receipt of a request for
reimbursement from Consultant.

     3. 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.

     4. Term.  This  Agreement  shall  commence on the date  hereof and,  unless
sooner  terminated in accordance with the provisions of Section 6 hereof,  shall
expire on March 13,  2003.  However,  the  Agreement  may be  extended by mutual
written consent.

     5.  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.

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     6.  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.

     7.   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.

     8.  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.

     9. 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.

     10.   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.

     11. 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.

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


Signature of Contractor

Name: Kelly Black
Address: 2440 E. Jensen, Mesa, AZ 85213


Signature: /s/ Kelly Black
          --------------------------


Signature of Company

Name: Palomar Enterprises, Inc.
Address: 7898 E. Acoma Drive, Suite 102
           Scottsdale, Arizona 85260


Signature: /s/ Jeffrey Halbirt
          --------------------------

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