Eastern
        Consulting

      5030
        Champion Blvd, G6-236

      Boca
        Raton, FL 33499


      CONSULTING
        AGREEMENT

      


      This
        Consulting Agreement (the “Agreement”), effective September 21, 2005 is entered
        into by and between VSUS Technologies, Incorporated. (herein referred to
        as the
“Company”) and Eastern Consulting (herein referred to as the
“Consultant”).

      


      RECITALS

      


      


      WHEREAS,
        Company
        desires to engage the services of Consultant to create opportunities for
        VSUS
        Technologies, Incorporated (VSUS.),

      


      NOW
        THEREFORE,
        in
        consideration of the promises and the mutual covenants and agreements
        hereinafter set forth, the parties hereto covenant and agree as
        follows:

      


      
        	1.  	
                Term
                  of Consultancy.
                  Company hereby agrees to retain the Consultant to act in a consulting
                  capacity to the Company and the Consultant hereby agrees to provide
                  services to the Company commencing upon September 21, 2005 and
                  ending on
                  September 20, 2007. 

              


      

      


      
        	2.  	
                Duties
                  of Consultant.
                  The consultant agrees that it will generally provide the following
                  specified consulting services through its officers and employees
                  during
                  the term specified in Section 1:

              


      

      


      (a)  Consult
        and assist the Company in creating product & brand awareness.

      (b)     
Assist
        company with marketing & advertising of the company’s
        products.

      (c)  Facilitation
        of new accounts (IE: PROPTC).

      (d)  Advise
        company on potential acquisition.

      (e)  Advise
        the company of future financing needs.

      (f)  And
        any
        other items the company feels the Consultant can help with.

      


      
        	3.  	
                Allocation
                  of Time and Energies.
                  The Consultant hereby promises to perform and discharge faithfully
                  the
                  responsibilities which may be assigned to the Consultant from time
                  to time
                  by the officers and dully authorized representative of the Company
                  in
                  connection with the conduct of its marketing & advertising and
                  communications activities, so long as such activities are in compliance
                  with applicable securities laws and regulations. Consultant and
                  staff
                  shall diligently and thoroughly provide the consulting services
                  required
                  hereunder. Although no specific hours-per-day requirement will
                  be
                  required, Consultant and the Company agree that Consultant will
                  perform
                  the duties set forth herein above in a diligent and professional
                  manner.
                  The parties acknowledge and agree that a disproportionately large
                  amount
                  of the effort to be expanded and the costs to be incurred by the
                  Consultant and the benefits to be received by the Company are expected
                  to
                  occur within or shortly after the first two months of the effectiveness
                  of
                  this Agreement. It is explicitly understood that Consultant’s performance
                  of its duties hereunder will in no way be measured by the price
                  of the
                  Company’s common stock, nor the trading volume of the Company’s common
                  stock. It is also understood that the Company is entering into
                  this
                  Agreement with Eastern Consulting, and not any individual member
                  of
                  Eastern Consulting, and as such, Consultant will not be deemed
                  to have
                  breached this Agreement if any member, officer or director of Eastern
                  Consulting leaves the firm or dies or becomes physically unable
                  to perform
                  any meaningful activities during the term of the Agreement, provided
                  the
                  Consultant otherwise performs its obligations under this
                  Agreement.

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        

          Eastern
            Consulting

          5030
            Champion Blvd, G6-236

          Boca
            Raton, FL 33499

        

         

      

      
        	4.  	
                Remuneration.
                  As full and complete compensation for services described in this
                  Agreement, the Company shall compensate Eastern Consulting as
                  follows:

              


      

      


      4.1  For
        undertaking this engagement and for other good and valuable consideration,
        the
        Company agrees to issue the Consultant 10,000,000 shares of the Company’s
        Common Stock (“Common Stock”) to be delivered to Consultant as requested in
        amounts to be determined as the time of the request. The Company has also
        issued
        to the Consultant an additional 10,000,000 cashless options to purchase the
        common stock at 0.01. The Company understands and agrees that Consultant
        has
        foregone significant opportunities to accept this engagement and that the
        Company derives substantial benefit from the execution of this agreement
        and the
        ability to announce its relationship with Consultant. If the Company decides
        to
        terminate this Agreement prior to September 20, 2007 for any reason whatsoever,
        it is agreed and understood that Consultant will not be requested or demanded
        by
        the Company to return any of the shares of Common Stock paid to it hereunder.
        Further, if and in the event the Company is acquired in whole or in part,
        during
        the term of this agreement, it is agreed and understood that the Consultant
        will
        not be requested or demanded by the Company to return any of the 10,000,000
        shares issued or 10,000,000 options granted to it hereunder. It is further
        agreed that if at any time during the term of this agreement, the Company
        or
        substantially all of the Company’s assets are merged with or acquired by another
        entity, or some other change occurs in the legal entity that constitutes
        the
        Company, the Consultant shall retain and will not be requested by the Company
        to
        return any of the 10,000,000 shares issue or the 10,000,000 options
        granted.

      


      4.2 
With
        each
        transfer of shares of Common Stock to be issued pursuant to this Agreement
        (collectively, the “Shares”), Company shall cause to be issued representing the
        Common Stock and a written opinion of counsel for the Company stating that
        said
        shares are validly issued, fully paid and non-assessable and that the issuance
        and eventual transfer of them to Consultant has been dully authorized by
        the
        Company. Company warranty that all Shares issued to Consultant pursuant to
        this
        Agreement shall have been validly issued, fully paid and non-assessable and
        that
        the issuance and any transfer of them to Consultant shall have been duly
        authorized by the Company’s board of directors.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Eastern
        Consulting

      5030
        Champion Blvd, G6-236

      Boca
        Raton, FL 33499

       

    

    
       
        4.3  
        In
        connection with the acquisition of Shares hereunder, the Consultant represents
        and warrants to the Company, to the best of its/his knowledge, as follows:
        

      


      (a)  Consultant
        acknowledges that the Consultant has been afforded the opportunity
        to ask questions of and receive answers from duly authorized
        officers or other representatives of the Company concerning
        an investment in the Shares, and any additional information
        which the Consultant has requested.

      


      
        	5.  	
                Expenses.
                  Consultant agrees to pay for all its expenses (phone, mailing,
                  labor,
                  etc.), other than extraordinary items (travel required by/or specifically
                  requested by the Company, luncheons or dinners to large groups
                  of
                  investment professionals, mass faxing to a sizable percentage of
                  the
                  Company’s constituents investor conference calls, print advertisements
                  in
                  publications, etc.) approved by the Company prior to its incurring
                  an
                  obligation for reimbursement.

              


      

      


      
        	6.  	
                Indemnification.
                  The Company warrants and represents that all oral communications,
                  written
                  documents or materials furnished to Consultant by the Company with
                  respect
                  to financial affairs, operations, profitability and strategic planning
                  of
                  the Company are accurate and Consultant may rely upon the accuracy
                  thereof
                  without independent investigation. The Company will protect, indemnify
                  and
                  hold harmless Consultant against any claims or litigation including
                  any
                  damages, liability, cost and reasonable attorney’s fees as incurred with
                  respect thereto resulting from Consultant’s communication or dissemination
                  of any said information, documents or materials excluding any such
                  claims
                  or litigation resulting from Consultant’s communication or dissemination
                  of information not provided or authorized by the
                  Company.

              


      

      


      
        	7.  	
                Representations.
                  Consultant represents that it is not required to maintain any licenses
                  and
                  registrations under federal or any state regulations necessary
                  to perform
                  the services set forth herein. Consultant acknowledges that, to
                  the best
                  of its knowledge, the performance of the services set forth under
                  this
                  Agreement will not violate any rule of provision of any regulatory
                  agency
                  having jurisdiction over Consultant. Consultant acknowledges that,
                  to the
                  best of its knowledge, Consultant and its officers and directors
                  are not
                  the subject of any investigation, claim, decree or judgment involving
                  any
                  violation of the SEC or securities laws. Consultant further acknowledges
                  that it is not a securities Broker Dealer or a registered investment
                  advisor. Company acknowledges that, to the best of its knowledge,
                  that it
                  has not violated any rule or provision of any regulatory agency
                  having
                  jurisdiction over the Company. Company acknowledges that, to the
                  best of
                  its knowledge, Company is not the subject of any investigation,
                  claim,
                  decree or judgment involving any violation of the SEC or securities
                  laws.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          Eastern
            Consulting

          5030
            Champion Blvd, G6-236

          Boca
            Raton, FL 33499

        

         

      

      
        	8.  	
                Legal
                  Representation.
                  The Company acknowledges that it has been represented by independent
                  legal
                  counsel in the preparation of this agreement. Consultant represents
                  that
                  it has consulted with independent legal counsel and/or tax, financial
                  and
                  business advisors, to the extent the Consultant deemed
                  necessary.

              


      

      


      
        	9.  	
                Status
                  as Independent Contractor.
                  Consultant’s engagement pursuant to this agreement shall be as independent
                  contractor, and not as an employee, or other agent of the Company.
                  Neither
                  party to this Agreement shall represent or hold itself out to be
                  the
                  employer or employee of the other. Consultant further acknowledges
                  the
                  consideration provided hereinabove as a gross amount of income
                  taxes,
                  social security payments or any other payroll taxes. All such income
                  taxes
                  and other such payment shall be made or provided for by Consultant
                  and the
                  Company shall have no responsibility or duties regarding such matters.
                  Neither the Company nor the Consultant possess the authority to
                  bind each
                  other in any agreements without the express written consent of
                  the entity
                  to be bound. 

              


      

      


      
        	10.  	
                Attorney’s
                  Fees.
                  If any legal action or any arbitration or other proceeding is brought
                  for
                  the enforcement or interpretation of this Agreement, or because
                  of an
                  alleged dispute, breach, default or misrepresentation in connection
                  with
                  or related to this Agreement, the successful or prevailing party
                  shall be
                  entitled to recover reasonable attorney’s fees and other costs in
                  connection with that action or proceeding, in addition to any other
                  relief
                  to which it or they may be
                  entitled.

              


      

      


      
        	11.  	
                Waiver.
                  The waiver by either party of a breach of any provision of this
                  agreement
                  by the other party shall not operate or be construed as a waiver
                  of any
                  subsequent breach by such other
                  party.

              


      

      


      
        	12.  	
                Notices.
                  All notices, requests, and other communications hereunder shall
                  be deemed
                  to be duly given if sent by U.S. mail, prepaid, addressed to the
                  other
                  party at the address as set forth herein
                  below:

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      

        Eastern
          Consulting

        5030
          Champion Blvd, G6-236

        Boca
          Raton, FL 33499



          

          

             

       

      
        	 	 To the Company: 	 To the Consultant:
	 	 Vsus Technologies, Inc. 	 Eastern Consulting
	 	 902 Clintmoore Road, Ste. 138	 5030 Champion Blvd, G6-236
	 	 Boca Raton, FL 33487	 Boca Raton, FL 33496
	 	 	 Marc
                Sporn


      

      


      
        	13.  	
                Arbitration.
                  Any controversy or claim arising out of or relating to this agreement,
                  or
                  the alleged breach thereof, or relating to Consultant’s activities or
                  remuneration under this Agreement, shall be settled by binding
                  arbitration
                  in Florida, in accordance with the applicable rules of the American
                  Arbitration Association, and under judgment on the award rendered
                  by the
                  arbitrator(s) shall be binding on the parties and may be entered
                  in any
                  court having jurisdiction as provided by Paragraph 14
                  herein..

              


      

      


      
        	14.  	
                Complete
                  Agreement.
                  This Agreement contains the entire agreement of the parties relating
                  to
                  the subject matter hereof. This Agreement and its terms 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.

              


      

      


      


      


      


      


      AGREED
        TO:

      


      “Company”   VSUS
        Technologies, Incorporated 

       

       

      Date:
        ______________  By:
        ____________________________

      


      


      


      “Consultant”   Eastern
        Consulting

       

       

      Date:
        _____________  By:
        ____________________________