EXHIBIT 4.5

                         CONSULTING SERVICES AGREEMENT

      CONSULTING  SERVICES  AGREEMENT  (this  "Agreement") is entered into as of
June 11, 2004 by and between  ACS  Holdings,  Inc.,  a Nevada  corporation  (the
"Company"), and Kristian Holst (the "Consultant").

                                    RECITALS

      A. The Company  desires to be assured of the  association  and services of
Consultant and to avail itself of Consultant's  experience,  skills,  abilities,
knowledge and background and is therefore  willing to engage Consultant upon the
terms and conditions set forth herein; and

      B.  Consultant  agrees to be engaged and  retained by the Company upon the
terms and conditions set forth herein.

                                   AGREEMENT

      NOW,  THEREFORE,  in  consideration  of the  premises  and the  covenants,
agreements  and  obligations  set forth  herein and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:

      1. Consulting  Services.  Consultant shall provide  accounting  advice and
services (the "Consulting Services") to the Company.

      2. Term. The term of this  Agreement  shall commence as of the date hereof
and shall be effective a period of one year (the "Term").  This agreement may be
extended  under the same terms by mutual  agreement  between  Consultant and the
Company.

      3.  Direction,  Control and  Coordination.  Consultant  shall  perform the
Consulting  Services  under  the sole  direction  and with the  approval  of the
Company's Board of Directors or an officer of the Company to whom such direction
is delegated by resolution of the Board of Directors.

      4. Dedication of Resources.  Consultant shall devote such time,  attention
and  energy  as  is   necessary  to  perform  and   discharge   the  duties  and
responsibilities   under  this  Agreement  in  an  efficient,   trustworthy  and
professional manner.

      5.  Standard  of  Performance.  Consultant  shall use its best  reasonable
efforts to perform  its  consulting  services as an advisor to the Company in an
efficient,  trustworthy and  professional  manner.  Consultant shall perform his
consulting  services  to  the  sole  satisfaction  of,  and in  conjunction  and
cooperation with, the Company.

      6.  Compensation.  The  Company  shall pay to  Consultant  a total of four
million,  one hundred sixty-six thousand,  six hundred  sixty-seven  (4,166,667)
shares of common stock of the Company  (the "Common  Stock") in exchange for the
Consulting Services.  The Shares shall not be offered, sold or issued until such
time as they are registered pursuant to Section 7 hereof. Proceeds from the sale
of the Shares shall be credited  against  amounts due and owing  pursuant to the
Engagement Letter.

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      7.  Registration of the Common Stock.  Commencing on the date hereof,  the
Company  shall use its best  efforts  to  promptly  register  the  Common  Stock
pursuant to the Securities  Act of 1933, as amended,  on Securities and Exchange
Commission  ("SEC") Form S-8.  Consultant  hereby covenants that if he becomes a
director,  officer,  holder of ten  percent  (10%) of the equity  and/or  voting
securities of the Company,  or is, or becomes an "affiliate" of the Company (for
the  purposes of this  Agreement,  "affiliate"  shall mean an  affiliate  of, or
person affiliated with, a specified person that directly,  or indirectly through
one or more  intermediaries,  controls or is  controlled  by, or is under common
control with, the person specified),  he or she will not offer to sell or resell
the Common Shares  registered on Form S-8,  except pursuant to the provisions of
SEC Rule 144,  pursuant to a reoffer  prospectus in compliance  with Form S-8 or
pursuant to such other registration  statement  acceptable to the Company in its
sole discretion.

      8. Additional Covenants.  Consultant covenants that it shall not engage in
any activities  which are in connection  with the offer or sale of securities of
the Company in a capital-raising  transaction or directly or indirectly  promote
or maintain a market for the Company's securities.

      9. Confidential  Information.  Consultant recognizes and acknowledges that
by reason of  performance  of  Consultant's  services  and duties to the Company
(both  during  the Term and  before  or after  it)  Consultant  has had and will
continue  to have  access to  confidential  information  of the  Company and its
affiliates, including, without limitation,  information and knowledge pertaining
to products and  services  offered,  inventions,  innovations,  designs,  ideas,
plans, trade secrets,  proprietary  information,  advertising,  distribution and
sales  methods  and  systems,  and  relationships  between  the  Company and its
affiliates  and  customers,  clients,  suppliers  and others  who have  business
dealings  with the  Company  and its  affiliates  ("Confidential  Information").
Consultant  acknowledges  that such  Confidential  Information is a valuable and
unique  asset and  covenants  that it will not,  either  during or for three (3)
years  after  the  term  of  this  Agreement,  disclose  any  such  Confidential
Information  to any person for any reason  whatsoever  or use such  Confidential
Information  (except as its duties  hereunder  may  require)  without  the prior
written  authorization of the Company,  unless such information is in the public
domain  through no fault of the  Consultant or except as may be required by law.
Upon the Company's  request,  the Consultant will return all tangible  materials
containing Confidential Information to the Company.

      10.  Relationship.  This  agreement  does not  create,  and  shall  not be
construed to create, any joint venture or partnership  between the parties,  and
may not be construed as an employment agreement.  No officer,  employee,  agent,
servant, or independent contractor of Consultant nor its affiliates shall at any
time be deemed to be an employee,  agent,  servant, or broker of the Company for
any purpose  whatsoever  solely as a result of this  Agreement,  and  Consultant
shall  have no  right or  authority  to  assume  or  create  any  obligation  or
liability,  express or implied,  on the Company's behalf, or to bind the Company
in any manner or thing whatsoever.

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<PAGE>

      11.  Notices.  Any  notice  required  or  desired  to be given  under this
Agreement  shall  be in  writing  and  shall be  deemed  given  when  personally
delivered,  sent by an  overnight  courier  service,  or sent  by  certified  or
registered  mail to the following  addresses,  or such other address as to which
one party may have notified the other in such manner:

If to the Company:      ACS Holdings, Inc.
                        7658 Municipal Drive
                        Orlando, FL 32819

If to the Consultant:   Kristian Holst
                        61-J Avenida de Orinda
                        Orinda, CA 94563

      12. Applicable Law. The validity,  interpretation  and performance of this
Agreement  shall be controlled  by and construed  under the laws of the State of
Washington.

      13.  Severability.  The  invalidity or  unenforceability  of any provision
hereof  shall in no way  affect  the  validity  or  enforceability  of any other
provisions of this Agreement.

      14.  Waiver of  Breach.  The  waiver  by  either  party of a breach of any
provision of this  Agreement by the other shall not operate or be construed as a
waiver of any subsequent  breach by such party.  No waiver shall be valid unless
in writing and signed by an authorized officer of the Company or Consultant.

      15. Assigns and  Assignment.  This Agreement shall extend to, inure to the
benefit of and be binding upon the parties hereto and their respective permitted
successors  and  assigns;  provided,  however,  that this  Agreement  may not be
assigned or transferred,  in whole or in part, by the Consultant except with the
prior written consent of the Company.

      16. Entire Agreement.  This Agreement contains the entire understanding of
the parties with respect to its subject matter. It may not be changed orally but
only by an agreement in writing signed by the party against whom  enforcement of
any waiver, change, modification, extension, or discharge is sought.

      17.  Counterparts.  This  Agreement  may be executed by  facsimile  and in
counterparts  each of which shall constitute an original  document,  and both of
which together shall constitute the same document.

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

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<PAGE>

      The Company:                  ACS HOLDINGS, INC.

                                    By:
                                       -----------------------------------------
                                       Name: Walter H. Roder II
                                       Title: President and Chief Executive
                                       Officer


      The Consultant:

                                    By:
                                       -----------------------------------------
                                       Name: Kristian Holst

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