CONSULTING SERVICES AGREEMENT


CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into as of November
30, 2005 by and between Walker Financial Corporation (the "Company"), and
Terence Byrne, (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, on a part-time basis, provide
            financial analysis and business development services to the Company
            (the "Consulting Services"). Under no circumstances shall the
            Consultant provide services relating to obtaining equity financing
            for the Company.

      2.    TERM. The term of this Agreement shall commence as of the date
            hereof and shall be effective a period of nine months (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.
            Performance of the Consulting Services shall be determined at the
            sole discretion of the Consultant.


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      6.    COMPENSATION. The Company shall pay Consultant $ 340,000 for its
            services. The Company may pay Consultant by issuing Walker Financial
            Corporation common stock at an issuance price of $ .30 (the "Common
            Stock") in exchange for the Consulting Services. All such shares
            shall be tradable without restriction. Under no circumstances shall
            any of the Common Stock be returnable, refundable or cancelable by
            the Company.

      7.    KNOWLEDGE OF INVESTMENT AND ITS RISKS. Consultant has knowledge and
            experience in financial and business matters as to be capable of
            evaluating the merits and risks of Consultant's investment in the
            Common Stock. Consultant understands that an investment in the
            Company represents a high degree of risk and there is no assurance
            that the Company's business or operations will be successful.
            Consultant has considered carefully the risks attendant to an
            investment in the Company, and that, as a consequence of such risks,
            Consultant could lose Consultant's entire investment in the Company.

      8.    ACCREDITED INVESTOR. The Consultant is an "Accredited Investor," as
            that term is defined by Rule 501 of Regulation D promulgated under
            the Securities Act.

      9.    DISCLOSURE. Consultant has reviewed information provided by the
            Company in connection with the decision to purchase the Stock,
            including Consultant's publicly-available filings with the SEC. The
            Company has provided Consultant with all the information that
            Consultant has requested in connection with the decision to purchase
            the Common Stock. Consultant further represents that Consultant has
            had an opportunity to ask questions and receive answers from the
            Company regarding the business, properties, prospects and financial
            condition of the Company. All such questions have been answered to
            the full satisfaction of Consultant.

      10.   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.


<PAGE>

      11.   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.

      12.   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.

      13.   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:     Mr. Mitchell Segal
                                   Walker Financial Corporation
                                   990 Stewart Avenue
                                   Garden City, New York 11530


<PAGE>

            If to the Consultant:  Mr. Terence Byrne
                                   150 E/ 57th Street, Suite 31B
                                   New York, NY  10022

      17.   APPLICABLE LAW. The validity, interpretation and performance of this
            Agreement shall be controlled by and construed under the laws of the
            State of New York.

      18.   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.

      19.   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.

      20.   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.

      21.   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.

      22.   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.


<PAGE>

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


WALKER FINANCIAL CORPORATION


By:
   --------------------------------
Name:
     ------------------------------
Title:
      -----------------------------


Terence Byrne




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