Filed by Automated Filing Services Inc. (604) 609-0244 - FAIRCHILD INTERNATIONAL CORP. - Exhibit 10.5










 EXHIBIT 10.5

 CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT (the "Agreement") effective as of the 7th day of November, 2005


BETWEEN


  
    
       FAIRCHILD INTERNATIONAL CORP. 

        a company incorporated in the State of Nevada 

        with offices at Suite 600 – 595 Hornby Street 

        Vancouver, BC, V6C 1A4 CANADA

    

  



 (the "Company") 


AND


  
    
       0719746 BC LTD. 

        of 2502 – 1331 West Georgia Street 

        Vancouver, BC V6E 4P1 CANADA

    

  



 (the “Consultant”)


WHEREAS:

 A.      The Company has a wholly
  owned subsidiary, Syngas Energy Corp., a company in the business of developing
  and marketing low-cost alternate fuels; and

 B.      The Consultant has provided
  and has agreed to provide further consultant services to the Company on the
  terms and subject to the conditions of this Agreement.


THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to
be legally bound hereby, agree as follows:

 1.      ENGAGEMENT AS A CONSULTANT

 1.1    The Company hereby engages the Consultant
  as a consultant to provide the services of the Consultant’s management
  in accordance with the terms and conditions of this Agreement and the Consultant
  hereby accepts such engagement.

 2.      TERM OF THIS AGREEMENT

 2.1    The term of this Agreement, effective
  as of November 7, 2005, covers services rendered from October 1, 2005 to December
  31, 2005 (the “Term”).










 — 2 —

 3.     CONSULTANT SERVICES

 3.1   The Consultant agrees to perform the following
  services and undertake the following responsibilities and duties to the Company
  to be provided by the Consultant to the Company as consulting services (the
  "Consulting Services"):

	
(a) 		 Business Development 

      The Consultant will:

      	 develop the business of the Company and its subsidiary, Syngas Energy
          Corp. (“Syngas”);
	
           assist the Company and Syngas in identifying potential
            business opportunities or potential business acquisitions in energy
            related fields, including intellectual properties, patents, technology
            or processes related to the processing or generation of energy or
            fuel;

        
	 perform due diligence on potential acquisitions; and
	 provide advice in negotiating terms and conditions.
          The Consultant has:

          	
               provided Syngas with advice in negotiating
                terms and conditions and assisted Syngas in completing due diligence
                on the acquisition of Pyrolitic Steam Reforming Technology developed
                by Richard Sadowski and assigned from 975110 Alberta Ltd. pursuant
                to an agreement dated November 1, 2005.

            


        


      


	
(b) 		
Restricted Activities

	
	 	 
		
This agreement specifically excludes any activities relating to financing, raising capital or investor relations for the Company.

	


 3.2     The Consultant shall devote the
  time, attention and energies to the business affairs of its management as the
  Company as may be reasonably necessary for the provision of the Consulting Services,
  provided, however, the Consultant’s management may engage in other personal
  and business activities that do not interfere with the obligations hereunder.


 3.3     In providing the Consulting Services,
  the Consultant will:

	 	 (a) 	 comply with all applicable federal, provincial, local
        and foreign statutes, laws and regulations;

	 	 	 
	 	 (b) 	 not make any misrepresentation or omit to state any
        material fact that will result in a misrepresentation regarding the business
        of the Company; and

	 	 	 
	 	 (c) 	 not disclose, release or publish any information regarding
        the Company without the prior written consent of the Company.



 4.     CONSULTANT FEE

 4.1    In consideration for the provision of
  the Consulting Services during the Term, the Company will issue to the Consultant
  1,000,000 shares of the common stock of the Company.










 — 3 —

 5.      REIMBURSEMENT OF EXPENSES

 5.1    The Company will pay to the Consultant
  the reasonable third party expenses incurred by the Consultant in provision
  of the Consulting Services, provided the Consultant has obtained the prior written
  approval of the Company. 

 6.      PROPRIETARY INFORMATION
  

 6.1   The Consultant will not at any time, whether
  during or after the termination of this Agreement for any reason, reveal to
  any person or entity any of the trade secrets or confidential information concerning
  the organization, business, products or finances of the Company or of any third
  party which the Company is under an obligation to keep confidential, except
  as may be required in the ordinary course of performing the Consultant Services
  to the Company, and the Consultant shall keep secret such trade secrets and
  confidential information and shall not use or attempt to use any such secrets
  or information in any manner which is designed to injure or cause loss to the
  Company. Trade secrets or confidential information shall include, but not be
  limited to, the Company's financial statements and projections, expansion proposals,
  product packaging, advertising and marketing, business plans and details of
  its business relationships with suppliers and distributors, agents and other
  parties not otherwise publicly available.

 7.     RELIEF


7.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 6 of this Agreement may result in significant and continuing injury to the Company, the monetary value
of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other
equitable remedies.

 8.     INDEMNIFICATION

 8.1   The Consultant will indemnify and defend and
  hold the Company harmless against any claims, actions, suits, proceedings, investigations,
  losses, expenses, demands, obligations, liabilities, judgments, fines, fees,
  costs and expenses (including costs and reasonable attorney fees) and any amounts
  paid in settlements in any of the foregoing which arise or result from or are
  related to any breach or failure of the Consultant to perform any of its covenants
  and agreements set forth in this Agreement. The indemnification provisions of
  this paragraph shall survive the termination and expiration of this Agreement.

 9.     PARTIES BENEFITED & ASSIGNMENTS

 9.1   This Agreement shall be binding upon, and
  inure to the benefit of, the Consultant, its successors and assigns and upon
  the Company and its successors and assigns. 

 10.   REPRESENTATIONS AND WARRANTIES

 10.1  The Consultant represents and warrants to the Company
  that the Consultant is under no contractual or other restriction which is inconsistent
  with the execution of this Agreement, the performance of its duties hereunder
  or other rights of Company hereunder. 










 — 4 —

 11.     MISCELLANEOUS

 11.1   This Agreement is intended to be performed
  in accordance with, and only to the extent permitted by, all applicable laws,
  ordinances, rules and regulations. If any provision of this Agreement, or the
  application thereof to any person or circumstance, shall, for any reason and
  to any extent, be held invalid or unenforceable, such invalidity and unenforceability
  shall not affect the remaining provisions hereof and the application of such
  provisions to other persons or circumstances, all of which shall be enforced
  to the greatest extent permitted by law. 

 11.2   The headings in this Agreement are inserted
  for convenience of reference only and shall not be a part of or control or affect
  the meaning of any provision hereof.

 11.3   The Consultant may assign the benefit of
  this Agreement to a private corporation controlled by the Consultant, provided
  that such assignment will not relieve the Consultant from his obligations to
  the Company arising under this Agreement.

 11.4   This Agreement may be signed by the parties
  in one or more counterparts, each of which so signed shall be deemed to be an
  original (and each signed copy sent by electronic facsimile transmission shall
  be deemed to be an original), and such counterparts together shall constitute
  one and the same instrument and notwithstanding the date of execution shall
  be deemed to bear the date as set forth above.

 IN WITNESS WHEREOF, the parties have duly executed
  and delivered this Agreement as of the date first written above.

 


FAIRCHILD INTERNATIONAL CORP.

 Per: /s/ Robert Klein

  _______________________________

  Authorized Signatory Robert Klein – Pres.

 


0719746 BC LTD.


Per: Nashrulla Jamani

 /s/ Nashrulla Jamani

  _______________________________ 

  Authorized Signatory