Exhibit 10.9


     

    Exhibit
      10.9


    CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT
      (this
“Agreement”)
      is
      entered into and is effective as of July 27, 2005 by and between Homeland
      Integrated Security Systems, Inc.,
      a
      Florida Corporation, with a principal place of business at 1 Town Square
      Boulevard, Suite 347, Asheville, North Carolina 28803 (“Company”)
      and
      Big Apple Consulting USA, Inc., a Delaware Corporation, with principal offices
      at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 (“Consultant”).

    


    R E C I T A L S:

    


    A. Consultant
      represents various financial websites that individuals can access to learn
      more
      about companies they may not otherwise be exposed to. 

    


    B. In
      addition, Consultant maintains an extensive database of brokers representing
      investors interested in owning stock in companies such as the Company and
      employs a stock profiler team which regularly communicates with such
      brokers.

    


    C. Company
      wishes to promote itself through Consultant’s efforts in the brokerage community
      in order to gain as much exposure as possible for Company. 

    


    T E R M S:

    


    NOW
      THEREFORE,
      in
      consideration of the mutual premises and covenants contained herein, and other
      good and valuable consideration, the receipt, sufficiency and adequacy of which
      is hereby acknowledged, the parties agree as follows:

    


    1.00     
      Services
      to be Performed by Consultant

    


    1.01 Consultant
      shall access its database of brokers, containing over 25,000 active brokers
      throughout the United States who may be interested in the Company, and shall
      utilize a
      profiler team (comparable in size and capability to that currently employed
      by
      Consultant) in order to contact brokers interested in recommending Company
      to
      their investor clients. Consultant’s profilers will continue to “cold call” on a
      regular basis, which will continually add new broker’s to the
      database.

     

    
      	 	
              1.02
                Consultant shall diligently market and promote Company to brokers
                and
                other investors, advisors, counselors, trustees, agents and other
                individuals and entities whom Consultant is legally permitted to
                contact
                (including with the proper disclosures and disclaimers) and shall
                introduce Company and its principals to Consultant’s current and future
                network of brokerage firms and market makers. Consultant shall promote
                Company on a daily basis through all of their profilers and will
                train new
                profilers to promote the Company. Company understands and agrees
                that
                Consultant’s database constitutes proprietary information owned by
                Consultant, however on a bi-weekly basis Consultant will provide
                Company
                with a total of all calls made by Consultant’s
                profilers.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.03 Consultant
      shall provide investor lead management services normal and customary in the
      industry. Consultant will handle investor and broker inquiries (including with
      the proper disclosures and disclaimers) in a professional manner and will
      maintain a high call volume to outside financial institutions on behalf of
      the
      Company. 

    


    1.04 Consultant
      shall organize, initiate, manage and facilitate broker/investor conference
      telephone calls and other presentations mutually agreeable to Company and
      Consultant. Expenses for broker/investor conference calls and other
      presentations are to be paid by the Consultant, and must be pre-approved by
      the
      Company.

    


    1.05  Consultant
      shall review and monitor Company’s stockholder base and all transfer agent and
      DTC reports, and shall analyze, present to, and discuss with Company the results
      and implications of such reports. Company agrees to provide Consultant with
      all
      DTC reports on a weekly basis and a NOBO list on a monthly basis.

    


    1.06  Consultant
      shall provide Company with copies of “Assume the Sale” Reports and DTC analysis
      on no less than a monthly basis, and will use their best efforts to provide
      said
      reports and analysis on a more frequent basis.

    


    1.07  Company
      will be permitted to visit Consultant’s facility on a regular basis and will
      have the ability to talk in person with Consultant’s employees regarding their
      progress during the campaign. Consultant’s employees will be allowed to contact
      Company’s management for weekly conference calls and Company will be permitted
      to communicate with Consultant’s management with updated emails on a regular
      basis. However, Company represents and warrants it will not discuss any
      information that may be considered to be “insider information” with any employee
      of Consultant other than upper management and said discussions and communication
      will be solely on a need to know basis.

    


    1.08 In
      addition to the services identified in Section 1.01 to 1.06 above, at the
      direction of and with the consent of the Company, Consultant has agreed to
      retain Management Solutions International, Inc. to provide the services
      described in Exhibit “A” and made a part of this Agreement under the terms and
      conditions set forth herein.

     

    2.00     
      Terms
      & Fees

    


    2.01 The
      term
      of this Agreement shall commence on October 1, 2005 (the
      “Effective
      Date”)
      and
      shall
      expire one (1) year thereafter. The Company shall have the right to extend
      this
      contract an additional six (6) months after the first one (1) year
      expires.

    


    2.02 As
      compensation for Consultant’s services required hereunder, Consultant shall be
      entitled to receive:

    
      	 	 	
              (a)
                Cash
                Value:
                Cash value of contract is Nine Hundred Thousand ($900,000) Dollars,
                to be
                paid in accordance with the terms and conditions of Section
                2.02(b).

            


    

    


    
      	 	 	
              (b)
                Compensation:
                On a monthly basis Consultant shall be entitled to receive Seventy
                Five
                Thousand U.S. Dollars ($75,000.00) per month due on or before the
                1st of
                each month. If payment is made in stock Consultant shall be entitled
                to
                receive Seventy Five Thousand U.S. Dollars ($75,000.00) per month
                worth of
                Homeland Integrated Security Systems, Inc. (HISC) common stock based
                upon
                the previous ten (10) day average closing bid price due and payable
                on or
                before the 1st of each month. The first month’s payment shall be due and
                payable on or before October 1, 2005. All payments will be delivered
                from
                the escrow account as described in Section 2.03 below.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)                   
      Options:
      As
      compensation, Consultant will have the right to purchase One Million
      ($1,000,000) Dollars worth of common stock at a price of $0.10 per share. Should
      the Consultant elect to exercise the above-described options, the free trading
      shares common stock purchased under this option shall be delivered to Consultant
      from the escrow account as described in Section 2.03 below. 

    


    (d)                   
      SB-2
      Registration:
      Company
      agrees to register 28,000,000 shares, the common stock issued for compensation
      and for the options, in the name of “Big Apple Consulting USA, Inc.” in an SB-2
      registration with the SEC within thirty (30) days of the date of this Agreement
      which shall become effective within ninety (90) days after the date of such
      SB-2
      filing date. However, Consultant acknowledges that the Company cannot guarantee
      the exact date on which SEC shall declare the SB-2 effective. In the event
      that
      the SB-2 has not become effective within ninety (90) days of the date of this
      Agreement, then Consultant shall have the option to terminate this Agreement
      with five (5) days written notice.

    


    
      	 	
              2.03

            	
              Escrow
                Account:
                Company agrees to deposit 28,000,000 shares of Homeland Integrated
                Security Systems, Inc. (HISC) common stock in an escrow account with
                Michael Bongiovanni of GreenTree Financial, upon the signing of this
                Agreement. Should the Consultant elect to exercise the Option described
                in
                Section 2.02(c) the common stock purchased under that option shall
                be
                delivered to Consultant from the escrow account upon receipt by the
                escrow
                agent of a certified or bank check from the Consultant. Commencing
                on or
                before October 1, 2005, and continuing throughout the Initial Term
                of this
                Agreement, the monthly payments shall be released to Consultant in
                accordance with section 2.02(b) above. After expiration or termination
                of
                this Agreement any common stock remaining in escrow will be returned
                to
                the Company.

            


    

    


    3.00     
      Termination

    


    In
      the
      event of a breach of this agreement by Company, Company shall be responsible
      for
      any outstanding fees and expenses. Consultant shall have the right to terminate
      this Agreement on the grounds of the Company’s failure to remit the required
      monthly payments or in the event of any breach of the Agreement by Company.
      Company
      has the right to terminate this agreement with ninety (90) days written notice.
      In the event of a material breach of this Agreement by Consultant, which shall
      be termed a “Default”, Company shall provide Consultant with written notice of
      the Default and afford Consultant a twenty (20) day cure period. If Consultant
      fails to cure the alleged Default within the proscribed time, then Company
      shall
      have the right to terminate this Agreement upon ten (10) days written notice
      and
      any unearned compensation shall be returned to Company. In the event that
      Consultant disputes any alleged Default, Consultant shall provide Company with
      written notice of said dispute within ten (10) days after receipt of the
      Company’s notice of Default. The parties agree that written notice will be
      deemed accepted and received by the parties via certified mail delivered to
      the
      address above or fax notification.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              4.00
                

            	
              Representations 

            


    

    


    
      	 	
              Company
                represents and warrants that it is in compliance with all required
                filings
                and regulations of NASD, the SEC and/or any other governmental agencies,
                and that the Company’s stock is not suspended from trading for any reason
                whatsoever. Company further represents and warrants that during the
                term
                of this agreement, it will continue to file all required reports
                with the
                SEC, NASD and/or any other governmental agencies and will continue
                to
                adhere to SEC, NASD, and/or any other governmental agency’s requirements,
                and that it will take whatever steps are deemed necessary to keep
                its
                shares listed and “fully reporting.” The Company’s failure to comply with
                the provisions of this paragraph shall constitute a material breach
                of the
                parties’ agreement. Since Consultant has agreed to accept payment for
                services, in part, in the form of shares of the Company, the Company
                agrees that the value of the shares at the time of this agreement
                will be
                adversely affected and impacted if the promotion of the Company to
                the
                financial community and others is suspended due to a breach of the
                representations and warranties contained herein. Further, in the
                event of
                a breach of the representations and warranties contained herein the
                Company agrees to continue to make any payments due and the Company
                agrees
                to pay Consultant one and a half (1.5) times the cash value for any
                shares
                Consultant holds or is due and payable (as
                part of its compensation for this agreement)
                at
                the time of the Company’s breach of this paragraph. This “make whole
                payment” shall be made within five (5) business days of the date of the
                breach.

            


    

    


    5.00  
      Miscellaneous
      Terms

     

    5.01        
      Anti-dilution
      Clause.
      The
      company must notify the Consultant in writing at least ten (10) days prior
      to
      any new shares being added to the Company’s outstanding share total; including
      notifying the Consultant if any new shares are being added to the company’s
      float. Officers of the company must notify the Consultant of any transactions
      regarding the company’s security. If dilution occurs without the requisite
      notice, the Consultant’s compensation must be adjusted proportionately. If
      company violates the anti-dilution clause, then company must pay Consultant
      1.5
      times cash value for any shares the Consultant holds as part of its compensation
      for this agreement.

    


    5.02    
      Successors. The
      provisions of this Agreement shall be deemed to obligate, extend to and inure
      to
      the benefit of the successors, assigns, transferees, grantees, and indemnities
      of each of the parties to this Agreement.

    


    
      	 	
              5.03

            	
              Governing
                Law.
                This Agreement and the interpretation and enforcement of the terms
                of this
                Agreement shall be governed under and subject to the laws of the
                State of
                New York.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              5.04

            	
              Jurisdiction.
                Jurisdiction for court action, court and authorities in the State
                of New
                York or the Federal District Court having venue for the State of
                New York
                should have jurisdiction over all controversies that may arise with
                respect to this agreement. Company hereby waives any other venue
                to which
                it might be entitled to by virtue of domicile or otherwise.
                

            


    

    


    5.05     
      Integration.
      This
      Agreement, after full execution, acknowledgment and delivery, memorializes
      and
      constitutes the entire agreement and understanding between the parties and
      supersedes and replaces all prior negotiations and agreements of the parties,
      whether written or unwritten. Each of the parties to this Agreement acknowledges
      that no other party, nor any agent or attorney of any other party has made
      any
      promises, representations, or warranty whatsoever, express or implied, which
      is
      not expressly contained in this Agreement; and each party further acknowledges
      that he or it has not executed this Agreement in reliance upon any belief as
      to
      any fact not expressly recited herein above.

    


    
      	           
              5.06	
              Attorneys
                Fees. In
                the event of a dispute between the parties concerning the enforcement
                or
                 interpretation
                of this Agreement, the prevailing party in such dispute, whether
                by legal
                 proceedings
                or otherwise, shall be reimbursed immediately for the reasonably
                incurred
                 attorneys'
                fees and other costs and expenses by the other parties to the
                dispute.

            


    

    


    
      	           
              5.07	
              Context. 
                Wherever the context so requires, the singular number shall include
                the
                plural and  the
                plural shall include the singular.

            


    

     

    
      	           
              5.08	
              Captions.
                The captions by which the sections and subsections of this Agreement
                are
                 identified
                are for convenience only, and shall have no effect whatsoever upon
                its
                 interpretation.

            


    

    


    
      	           
              5.09	
              Severance.
                If any provision of this Agreement is held to be illegal or invalid
                by a
                court of  competent
                jurisdiction, such provision shall be deemed to be severed and deleted
                and
                 neither
                such provision, nor its severance and deletion, shall affect the
                validity
                of the  remaining
                provisions.

            


    

      

    
      	           
              5.10	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                 which
                shall be deemed an original and, when taken together shall constitute
                one
                and the  same
                instrument.

            


    

     

    
      	           
              5.11	
              Expenses
                Associated With This Agreement. 
                Each of the parties hereto agrees to bear its  own
                costs, attorney's fees and related expenses associated with this
                Agreement.

            


    

    


    
      	 	
              5.12

            	
              Arbitration.  Any
                dispute or claim arising from or in any way related to this agreement
                shall be settled by arbitration in New York at the option of Consultant.
                All arbitration shall be conducted in accordance with the rules and
                regulations of the American Arbitration Association ("AAA").
                AAA shall designate a panel of three arbitrators from an approved
                list of
                arbitrators following both parties' review and deletion of those
                arbitrators on the approved list having a conflict of interest with
                either
                party. Each party shall pay its own expenses associated with such
                arbitration. A demand for arbitration shall be made within a reasonable
                time after the claim, dispute or other matter has arisen and in no
                event
                shall such demand be made after the date when institution of legal
                or
                equitable proceedings based on such claim, dispute or other matter
                in
                question would be barred by the applicable statutes of limitations.
                The
                decision of the arbitrators shall be rendered within sixty (60) days
                of
                submission of any claim or dispute, shall be in writing and mailed
                to all
                the parties included in the arbitration. The decision of the arbitrator
                shall be binding upon the parties and judgment in accordance with
                that
                decision may be entered in any court having jurisdiction
                thereof.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	            
              5.13	
              Assignment. 
                Neither Company, nor Consultant, shall have the right to assign or
                delegate this Agreement or any rights or obligations created hereby
                unless
                the non-assigning party expressly approves the assignment in
                writing.

            


    

     

    
      	5.14  
                	
              Authority
                to Bind.
                A
                responsible officer of each party has read and understands the contents
                of
                this Agreement and is empowered and duly authorized on behalf of
                that
                party to execute it.

            


    

    


    
      	5.15    
               	
              Continuing
                Obligations:
                Both Company and Consultant shall hereafter execute all documents
                and do
                all acts reasonably necessary to effect the provisions of this
                Agreement.

            


    

    


    
      	 5.16      	
              Reversion
                of Payment:
                If at any time, Company shall be in default of the payment provisions
                of
                this contract for a period greater than seven (7) days, then the
                Consultant shall no longer be obligated to accept payment in the
                form of
                free trading shares of stock and the balance due, and any payments
                due
                thereafter, shall be paid only in cash, certified check, cashiers
                check or
                money order, unless Company is advised otherwise by Consultant in
                writing.
                Further, if at any time, Company shall be in default of the payment
                provisions of this contract for a period greater than five (5) days,
                all
                services provided by Consultant under this Agreement shall be suspended
                until such time as payment in full of any outstanding balance is
                made and
                services under the Agreement shall be reinstated on the day after
                the day
                on which payment is received. Consultant reserves the right, at
                Consultant’s sole option, to submit and assign any outstanding balance to
                an independent third party for the purpose of collecting any outstanding
                balance owed Consultant.

            


    

    


    
      	5.17   
               	
              Claims,
                Actions or Proceedings relating to the issuance of Stock
                compensation:
                In the event that Company compensates Consultant with stock, then
                Company
                agrees to indemnify and hold harmless the Consultant from any action,
                claim or proceeding resulting from the issuance of the shares. Said
                indemnification shall include all fees and costs including reasonable
                attorney’s fees which the Consultant may incur. Consultant shall have the
                right to designate its own counsel for representation arising out
                of any
                indemnification and the costs thereof shall be borne by the
                Company.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	5.18  
                	
              Notices:
                All notices must be in writing and sent to the appropriate address
                listed
                above, or to such other address as either party may designate in
                writing,
                by first class mail and either certified mail return receipt requested
                or
                overnight courier service. In the case of certified mail notice shall
                be
                deemed given as of the date of deposit with the United States Postal
                Service, and in case of overnight courier service notice shall be
                deemed
                given as of the date of deposit with such overnight courier
                service.

            


    

    


    
      	5.19   
               	
              Confidentiality:
                Both
                Consultant and Company agree that it will not at any time, or in
                any
                fashion or manner divulge, disclose or otherwise communicate to any
                person
                or corporation, in any manner whatsoever, any information of any
                kind,
                nature, or description concerning any matters affecting or relating
                to the
                business of each others company. This includes its method of operation,
                or
                its plans, its processes, or other data of any kind or nature that
                they
                know, or should have known, is confidential and not already information
                that resides in the public domain. Both the Consultant and Company
                expressly agree that confidentiality of these matters is extremely
                important and gravely affect the successful conduct of business of
                each
                company, and its goodwill, and that any breach of the terms of this
                section is a material breach of this Agreement. The provisions of
                this
                section shall survive termination of the
                Agreement.

            


    

    


    
      	
              6.00

            	
              Enforceability
                of Agreement: This
                Agreement shall neither be deemed to be nor be enforceable until
                executed
                by Consultant. Further, should the parties fail to execute this Agreement
                within thirty (30) days from the date of delivery of this Agreement,
                then
                this Agreement and all the terms and conditions contained herein
                shall
                become and be deemed null and void and neither party named herein
                shall be
                bound hereby. Consultant, without the consent of Company, shall have
                the
                sole option to extend the time requirements set forth within this
                section
                6.00, and any request by Company to extend the time requirements
                set forth
                in section 6.00 must be approved by Consultant in
                writing.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date set forth
      above.

    


    COMPANY:

    


    Homeland
      Integrated Security Systems, Inc.

    A
      Florida
      corporation 

     

    


    By: _____________________________          

                                                                              
      Frank
      A.
      Moody, CEO

    


    


    


    CONSULTANT:

    


    Big
      Apple
      Consulting USA, Inc.

    A
      Delaware Corporation

    


    


    By: __________________________

                                                                              
      Marc
      Jablon, President

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    E
      X H I B
      I T A

    (MANAGEMENT
      CONSULTING AND AGENT SERVICES)

    


    


    At
      the
      direction of and with the consent of the Company, Consultant has agreed to
      retain Management Solutions International, Inc. (“MSI”) to provide the services
      described below under the terms and conditions set forth in this
      Agreement
      and the
      Consultant will work closely with the Company to set priorities and objectives
      to be accomplished during this engagement.

    


    
      	A)  	
              Assist
                in Defining Capital needs and Sources and Uses of
                Funds.

            


    

     

    
      	B)  	
              Work
                closely with Client to develop a Business
                Plan

            


    

     

    
      	C)  	
              Draft
                a Private Placement Memorandum and
                Subscription.

            


    

     

    
      	D)  	
              Assist
                in the preparation of all of the appropriate form filing to raise
                private
                capital.

            


    

     

    
      	E)  	
              Research
                and evaluate current and future acquisition candidates based on the
                Client’s outlined acquisition strategy.


            


    

     

    
      	F)  	
              Analyze,
                Evaluate and do preliminary Due Diligence on any current and future
                acquisition candidates. This includes meetings in Person, by Phone,
                Fax,
                Email, etc.

            


    

     

    
      	G)  	
              Evaluate
                existing and Develop new Distribution Channels for the Client’s
                products

            


    

     

    
      	H)  	
              Layout
                Timeline and Action Plan based on the outlined acquisition
                strategy.

            


    

     

    
      	I)  	
              General
                Business Consulting (answering questions, giving advice, introductions)
                as
                required.

            


    

     

    
      
        
        

      

      
        9