PUBLIC
      COMPANY MANAGEMENT CORPORATION

    


    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (the “Agreement”),
      entered into this 12th day of April, 2007 and made effective January 2, 2007
      (the “Effective
      Date”),
      BY
      and BETWEEN Public Company Management Corporation (the “Company”),
      a
      Nevada corporation, and Kipley J. Lytel, CFA, (the “Consultant”).
      

    


    A.
       The
      Consultant will be one of the key executives of the Company and has experience
      in several areas of business of which the Company is involved.

    


    B. The
      Company wishes to obtain the services of Consultant as Secretary and Chief
      Operating Officer (hereinafter defined as “COO”)
      and
      Consultant wishes to provide these officer services to the Company in the
      capacity of an independent contractor. In addition, the Company and the
      Consultant agree that the Consultant will serve as a member of the Company’s
      board of directors during the Term (defined below) of this Agreement and that
      the Consultant will not receive additional consideration for serving on the
      Company’s board of directors.

    


    THEREFORE,
      in consideration of the recitals, the following representations and covenants
      and the payment of one dollar made by each party to the other, the receipt
      and
      sufficiency of which is acknowledged by each party, the parties agree on the
      following terms:

    


    1.0 ENGAGEMENT
      AND DURATION

    


    1.1 The
      Company hereby engages the services of the Consultant for the positions of
      Secretary, COO and Director of the Company, and the Consultant hereby accepts
      such engagement and agrees to perform the services to the best of his ability
      and in accordance with terms and conditions of this Agreement.

    


    1.2 The
      Company shall engage the Consultant for a term of one calendar year commencing
      on the Effective Date and expiring on December 31, 2007 (the “Term”).
      Mutually agreeable extensions by both parties will be accepted per agreement
      of
      both parties and compensation milestones set forth in subsection 3.2.1 will
      extend into any extension or ongoing future consulting agreement if they have
      yet to be fulfilled. 

    


    2.0 DUTIES

    


    2.1 The
      Consultant shall, pursuant to this Agreement, perform all duties customarily
      performed by a person with like titles and positions of a small, publicly-held
      corporation engaged in a business similar to the Company’s business, which
      includes, but is not limited to the following: 

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    
      	 	
              ·

            	
              New
                client sales - participation in open line consultations and advising
                potential clients on the process, merits, risks and appropriateness
                of the
                Company’s services to generate new
                clients;

            


    

    
      	 	
              ·

            	
              PCMC
                Bulletin Board 30 Index® (the “PCMC30”)
                - maintain the index in accordance with Company standards and
                policies;

            


    

    
      	 	
              ·

            	
              Marketing
                - participation and advising the Company regarding advertisements
                through
                various media such as print, email, white papers product offerings,
                Google, the PCMC30, radio and newspaper, magazine or other
                articles;

            


    

    
      	 	
              ·

            	
              Investor
                Relations - serving as the contact person for investors, assisting
                in
                drafting, selecting appropriate content and issuing press releases,
                conducting road shows and
                presentations;

            


    

    
      	 	
              ·

            	
              Strategic
                Development - conducting pre-client business qualification screening,
                financial forecasting, providing financial related input for forecasting,
                budgeting and other strategic management initiatives, negotiating
                and
                developing client and consulting contracts, keeping abreast of industry
                and Company-specific developments, participating in daily and
                issue-specific conference calls relating to the duties provided for
                in
                this subsection 2.1, and maintaining close interaction on developing
                systems and controls with internal accountant and other managerial
                functions, and exploring and advising the Company on potentially
                new
                affiliations;

            


    

    
      	 	
              ·

            	
              Client
                Maintenance - participation in weekly project management conference
                calls
                with clients; assisting ongoing internal and client advisory project
                management, and, assisting in screening and identifying market markers
                to
                sponsor clients.

            


    

    


    2.2 The
      Consultant shall use his best efforts to promote the interests of the Company
      and, to the extent necessary to discharge the responsibilities assigned to
      the
      Consultant, perform faithfully and efficiently such
      responsibilities.

    


    2.3 Consultant
      agrees to devote approximately 3-4 hours a day toward his duties and the Company
      acknowledges that Consultant will have time-conflicting obligations as they
      relate to his firm, Montecito Capital Management. Consultant will use his best
      efforts to balance his obligations to the Company pursuant to this Agreement
      and
      his obligations to Montecito Capital Management.

    


    2.4 The
      Consultant shall report directly and only to Mr. Stephen Brock.

    


    2.5 The
      Consultant shall primarily perform his duties in Santa Barbara or while
      traveling, yet he will also make a best effort to work at the Company’s office
      at 5770 El Camino Road, Las Vegas, NV 89118 for approximately three days per
      month, or at such other location as shall be approved by the Company’s board of
      directors.

    


    2.6 The
      Consultant will, subject to the terms of this Agreement, comply promptly and
      faithfully with the Company’s reasonable instructions, directions, requests,
      rules and regulations as may be expected of a similarly situated consultant.
      The
      Company shall not be deemed to have waived the right to require the Consultant
      to perform any duties hereunder by assigning the Consultant to any other duties
      or services or by assigning another individual to perform the duties of the
      Consultant. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    2.7 In
      the
      event of a change of control of the Company, the Consultant shall continue
      to
      serve the Company in the same capacity and have the same authority,
      responsibilities and status as he had as of the date immediately prior to the
      change of control. Following a change of control, the Consultant’s services
      shall be performed at such location as may be mutually agreed upon between
      the
      Company and the Consultant. For the purposes of this Agreement, a “change
      of control”
shall
      be deemed to have occurred when:

    


    
      	 	
              (a)

            	
              a
                person other than the current control person of the Company becomes
                a
                control person; or

            


    

    


    
      	 	
              (b)

            	
              a
                majority of the directors elected at any annual or special general
                meeting
                of shareholders of the Company are not individuals nominated by the
                Company’s then-incumbent board of
                directors.

            


    

    


    3.0 REMUNERATION
      AND BENEFITS

    


    
      	
              3.1

            	
              Cash
                Compensation, Stock Compensation and Signing
                Bonus

            


    

    


    The
      Consultant shall initially receive $2,000 per month for his services during
      the
      Term of this Agreement and, beginning in the month that the Company first meets
      the Minimum Investment Relations, $3,000 per month for his services
      (collectively, “Cash
      Compensation”).
      During the Term of this Agreement, the Consultant will also receive an aggregate
      of 180,000 shares of common stock of the Company (“Stock
      Compensation”)
      registered on Form S-8 and bearing a legend regarding the Consultant’s status as
      an affiliate within the meaning of Rule 144 (“S-8
      Shares”),
      which
      shall accrue monthly in equal amounts of 15,000 S-8 Shares per month and are
      payable quarterly. The Consultant shall receive 25,000 S-8 Shares of the
      Company’s common stock as a signing bonus. The term “Minimum
      Investment Relations”
as
      used
      in this Agreement means the issuance by the Company of at least ten scheduled
      or
      anticipated press releases during the term of this Agreement and the
      participation by Mr. Lytel in a combination of at least three scheduled or
      anticipated road shows, presentations, exhibits and/or conferences related
      to
      the Company’s business.

    


    3.2 Compensation
      Milestones and Bonus Shares

    


    3.2.1 If
      during
      the Term of this Agreement the milestones listed below are met, the Consultant
      shall receive the amount of shares of restricted and/or registered common stock
      of the Company as a bonus (“Stock
      Bonus”)
      as
      listed after each milestone: 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	 	
              ·

            	
              Per
                quoted or listed company: 25,000 shares of the Company’s common stock
                which will be restricted shares within the meaning of Rule 144 of
                the
                Securities Act of 1933, as amended (“Restricted
                Shares”);

            


    

    
      	 	
              ·

            	
              Per
                new client signed and engaged: 25,000 Restricted Shares of the Company’s
                common stock; 

            


    

    
      	 	
              ·

            	
              Any
                new funding/financing received by the Company: 30,000 shares of which
                50%
                will be Restricted Shares and 50% will be registered on Form S-8
                and bear
                a legend regarding the Consultant’s status as an affiliate within the
                meaning of Rule 144 (“S-8
                Shares”);

            


    

    
      	 	
              ·

            	
              Airplane
                travel for an initial meeting in person with a funding/financing
                source
                that provides capital to the Company: 10,000 shares of which 50%
                will be
                Restricted Shares and 50% will be S-8
                Shares;

            


    

    
      	 	
              ·

            	
              The
                Company’s common stock trades on the American Stock Exchange (the
                “Amex”),
                the National Association of Securities Dealers Automated Quotation
                System
                (the “NASDAQ”)
                or the New York Stock Exchange (the “NYSE”)
                (or any successor to such entities) or any other national securities
                exchange: 50,000 Restricted Shares;

            


    

    
      	 	
              ·

            	
              The
                PCMC30 becomes a tradable vehicle: 30,000 Restricted
                Shares;

            


    

    
      	 	
              ·

            	
              Consultant
                performs presentations and/or conference exhibits directed by the
                Company
                at industry, trade or other conferences or participates in such
                conferences, presentations and/or exhibits on behalf of a client:
                20,000
                Restricted Shares per presentation or conference exhibit plus
                reimbursement of expenses;

            


    

    
      	 	
              ·

            	
              The
                Company’s net income is $1,000,000 or more during the fiscal year ending
                September 30, 2007, during any interim period beginning after the
                Effective Date and ending prior to September 30, 2007 or during any
                interim period beginning on October 1, 2006 and ending on or before
                the
                expiration of this Agreement: 85,000 shares, of which 50% will be
                Restricted Shares and 50% will be S-8
                Shares.

            


    

    


    The
      Stock
      Bonus pursuant to this subsection 3.2.1 is payable quarterly. For purposes
      of
      this subsection 3.2.1, the term “quoted
      or listed company”
means
      any existing or new client of the Company whose common stock is not cleared
      for
      quotation on the over-the-counter Bulletin Board or the NASDAQ, or listed,
      or
      authorized for listing, on the Amex or the NYSE (or any successor to such
      entities) or any other national securities exchange as of the Effective Date,
      but such common stock becomes cleared for quotation on any one of such quotation
      systems or listed or authorized for listing on any one of such exchanges during
      the Term of this Agreement.

    


    3.3 Reimbursement
      of Expenses

    


    3.3.1 The
      Company shall reimburse the Consultant for all reasonable expenses incurred
      by
      the Consultant in the performance of his duties pursuant to this Agreement
      upon
      the Consultant providing the Company with receipts for such expenses. Such
      reimbursable expenses shall not include customary day-to-day office expenses,
      including but not limited to copies, faxes, and office supplies.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    3.4 Paid
      Time Off and Other Benefits

    


    3.4.1 Consultant
      will be entitled to six weeks of paid time off during the Term of this
      Agreement. All Cash Compensation, Stock Compensation and Stock Bonus provided
      for in this Agreement shall accrue during Consultant’s paid time off and
      continue to be payable as provided for in this Agreement. The Company
      acknowledges that Consultant may not be reachable by phone, fax, email or
      otherwise for approximately two weeks during Consultant’s paid time
      off.

    


    3.4.2 In
      addition to any other compensation or benefits to be received by the Consultant
      pursuant to this Agreement, the Consultant shall be entitled to participate
      in
      all benefits which the Company may from time to time provide to its key
      officers, employees and/or consultants.

    


    3.5 Indemnification

    


    3.5.1 The
      Company shall to the fullest extent permitted by law or as set forth in the
      Articles of Incorporation, and any future amendments, and the Bylaws of the
      Company, indemnify, defend and hold harmless Consultant from and against any
      and
      all claims, demands, proceedings, liabilities, damages, losses and expenses
      (including attorney's fees, court costs and disbursements) arising out of the
      fact that he is or was serving as Consultant of the Company, or the performance
      of his duties hereunder except in the case of Consultant’s gross negligence,
      willful misconduct, criminal conduct or violations of law.

    


    3.6 Insurance

    


    3.6.1 In
      the
      event that the Company obtains director or officer insurance covering any person
      during the Term of this Agreement, the Company will also take reasonable
      measures to obtain such insurance covering Consultant. 

    


    3.7 Taxes

    


    3.7.1 Consultant
      shall be responsible for the payment of all taxes to the Internal Revenue
      Service as well as any taxes payable in the United States including taxes
      payable to any state or local jurisdiction. Consultant indemnifies the Company
      with respect to the payment of any and all taxes owing and due for Cash
      Compensation, Stock Compensation or Stock Bonus.

    
       

      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    4.0 RESTRICTIVE
      COVENANTS

    


    4.1 Non-Competition
      

    


    4.1.1 During
      the Term of this Agreement and for three months following termination of this
      Agreement as provided in section 5.0 hereof, the Consultant shall not directly
      or indirectly: 

    


    
      	 	
              (a)

            	
              own,
                operate, manage, control, invest, participate in any manner or have
                any
                interest in;

            


    

    


    
      	 	
              (b)

            	
              act
                as an officer, director, agent, employee, advisor or consultant of;
                or

            


    

    


    
      	 	
              (c)

            	
              assist
                in any way or in any capacity, any person, firm, association, partnership,
                corporation or other entity which is,


            


    

    


    a
      business that is the same or substantially similar to and/or competes with
      the
      business then engaged in by the Company (the “Competitive
      Entity”)
      anywhere in the United States (the “Territory”).

    


    4.1.2 The
      restriction set out in subsection 4.1.1(a) above shall not apply to the
      collective, direct or indirect, ownership of Consultant and his associates
      (as
      such term is defined in Regulation 14(A) promulgated under the Securities
      Exchange Act of 1934, as in effect on the date first written above) of less
      than
      an aggregate of ten percent (10%) of the securities of any Competitive Entity,
      but only if such investment is of a totally passive nature and does not involve
      Consultant devoting time to the management or operations of such Competitive
      Entity and Consultant is not otherwise involved in the business of such
      Competitive Entity.

    


    4.1.3 The
      Consultant acknowledges that the restrictions contained in this subsection
      4.1
      are reasonable; however, in the event that any court should determine that
      any
      of the restrictive covenants contained in subsection 4.1.1 or 4.1.2 of this
      Agreement, or any part thereof, are unenforceable because of the duration of
      such provision or the area covered thereby, such court shall have the power
      to
      reduce the duration or area of such provision and, in its reduced form, such
      provision shall then be enforceable and shall be enforced.

    


    4.1.4 Nothing
      in subsection 4.1 hereof shall restrict or preclude Consultant from engaging
      in
      any manner in the business of Montecito Capital Management as conducted by
      Montecito Capital Management as of the Effective Date.

    


    4.2 Delivery
      of Records 

    


    4.2.1 Upon
      the
      termination of the Consultant’s engagement with the Company, the Consultant will
      deliver to the Company all books, records, lists, brochures and other property
      belonging to the Company or developed in connection with the business of the
      Company.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    4.3 Confidentiality

    


    4.3.1
       The
      term
“Confidential
      Information”
means
      any and all information concerning the business of the Company which the
      Consultant may receive or develop as a result of his engagement. All documents,
      procedures, policies, programs, reports, plans, proposals, technical
      information, know-how, systems and other information unique to the Company,
      its
      customers or principals, received or developed by the Consultant are the
      property of the Company and/or such parties. The Consultant shall not make
      any
      unauthorized disclosure or use of and shall use his best efforts to prevent
      publication or disclosure or use of Confidential Information.

    


    4.3.2 The
      Consultant acknowledges that any unauthorized disclosure or use of Confidential
      Information by the Consultant may result in material damages to the Company
      and
      consents to the issuance of an injunction or other equitable remedy to prohibit,
      prevent or enjoin unauthorized disclosure or use of Confidential Information
      by
      the Consultant.

    


    4.3.3
       Except
      as
      authorized by the Company, the Consultant will not:

    


    
      	 	
              (a)

            	
              duplicate,
                transfer or disclose nor allow any other person to duplicate, transfer
                or
                disclose any of the Company’s Confidential
                Information;

            


    

    


    
      	 	
              (b)

            	
              use
                the Company’s Confidential Information without the prior written consent
                of the Company; or

            


    

    


    
      	 	
              (c)

            	
              incorporate,
                in whole or in part, within any domestic or foreign patent application
                any
                proprietary or Confidential Information disclosed by the
                Company.

            


    

    


    4.3.4 The
      Consultant will safeguard all Confidential Information at all times so that
      it
      is not exposed to or used by unauthorized persons, and will exercise at least
      the same degree of care to protect all Confidential Information whether or
      not
      developed by the Consultant.

    


    4.3.5 The
      restrictive obligations set forth above shall not apply to the disclosure or
      use
      of information which:

     

    
      	 	
              (a)

            	
              is
                or later becomes publicly known under circumstances involving no
                breach of
                this Agreement by the Consultant;

            


    

    


    
      	 	
              (b)

            	
              is
                already known to the Consultant at the time of receipt of the Confidential
                Information from the Company;

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    
      	 	
              (c)

            	
              is
                lawfully made available to the Consultant by a third party having
                the
                right to disclose it to Consultant without violation of any obligation
                to
                the Company; or

            


    

    


    
      	 	
              (d)

            	
              is
                required to be disclosed by the Consultant pursuant to legal process
                (e.g., a subpoena), provided that Consultant notifies the Company
                immediately upon receiving or becoming aware of the legal process
                in
                question.

            


    

    


    4.3.6 If
      the
      Consultant contends that any such information disclosed to him by the Company
      is
      in the public domain or was in the possession of the Consultant prior to such
      disclosure and not under an obligation of confidence, the Consultant will,
      within ten days of receipt by the Consultant of such disclosure give written
      notice of such contention to the Company, which written notice shall include
      a
      complete identification of the information in question and the derivation
      thereof, including particulars of any contract in which the Consultant or any
      other person has made use of such concept or information. If the Consultant
      has
      not within ten days of receipt by the Consultant of such disclosure given such
      written notice to the Company, then it shall be conclusively presumed that
      all
      information communicated by the Company to the Consultant concerning the
      development originated with the Company and constitutes secret and confidential
      information and know-how.    

     

    4.3.7 The
      Consultant hereby certifies that he has not brought and will not bring with
      the
      Consultant to the Company or use while performing his Consultant duties for
      the
      Company any materials or documents of a former client of the Consultant which
      are not generally available to the public except the know-how to which the
      right
      to use has been duly licensed to the Company by such former client. The
      Consultant understands that while engaged by the Company, the Consultant is
      not
      to breach any obligation of confidence or duty and the Consultant agrees that
      he
      will fulfill all such obligations during his engagement with the
      Company.

    


    4.3.8 No
      patent
      right or licenses are guaranteed by this Agreement and patent rights or licenses
      now or developed during the Term of this Agreement are the property of the
      Company. The disclosure of Confidential Information under this Agreement shall
      not result in any obligation for either party to grant any rights in its patent
      rights or confidential information, and no other obligations of any kind are
      assumed by or implied against either party, except for those stated in this
      Agreement.

    


    4.3.9 The
      provision of subsection 4.3 hereof shall survive the termination of this
      Agreement.

    


    5.0 TERMINATION 

    


    5.1 The
      Company may terminate the Consultant’s engagement under this Agreement at any
      time upon the occurrence of any of the following events:

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    
      	 	
              (a)

            	
              the
                Consultant acting unlawfully, dishonestly, negligently, incompetently
                or
                in bad faith;

            


    

    


    
      	 	
              (b)

            	
              the
                conviction of the Consultant of a
                felony;

            


    

    


    
      	 	
              (c)

            	
              the
                Consultant becoming permanently disabled or disabled for a period
                exceeding 90 consecutive days or 90 days calculated on a cumulative
                basis
                during the Term of this Agreement;

            


    

    


    
      	 	
              (d)

            	
              the
                breach or default of any term of this Agreement by the Consultant
                if such
                breach or default has not been remedied to the reasonable satisfaction
                of
                the Company within 14 days after written notice of the breach or
                default
                has been delivered by the Company to the Consultant;
                or

            


    

    


    
      	 	
              (e)

            	
              at
                the will of the Company, upon 30 days written notice to the Consultant
                by
                the Company upon a decision by the Company’s Chief Executive Officer,
                which decision shall be in the Chief Executive Officer’s sole
                discretion.

            


    

    


    
      
        5.2 The
          Consultant may terminate his obligations under this
          Agreement:

      

    

    


    
      	 	
              (a)

            	
              at
                any time after the expiring of 120 days of the date on which there
                is a
                change of control, as described in subsection 2.7 of this Agreement
                or the
                Company has a successor as described in subsection 14.1 of this
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              upon
                the default or breach of any term of this Agreement by the Company
                if such
                breach or default has not been remedied or is not being remedied
                to the
                reasonable satisfaction of the Consultant, within 14 days after written
                notice of the breach or default has been delivered by the Consultant
                to
                the Company; or

            


    

    


    
      	 	
              (c)

            	
              at
                the will of the Consultant, upon 30 days written notice to the Company
                by
                the Consultant. 

            


    

    


    5.3 In
      the
      event of the termination of the Consultant’s engagement under this Agreement,
      Consultant will be entitled only to the Cash Compensation, Stock Compensation
      and Stock Bonus earned by Consultant hereunder as of the date of such
      termination. The Consultant shall not be entitled to a severance of any kind
      upon termination of this Agreement for any reason.

    


    5.4 The
      rights of the Company and the Consultant under section 5.0 hereof are in
      addition to and not in derogation of any other remedies which may be available
      to the Company or the Consultant at law or in equity.

    


    6.0 PERSONAL
      NATURE

    


    6.1 This
      Agreement is personal in nature and is entered into based upon the singular
      skill, qualifications and experience of the Consultant.

    


    
      
         

      

      
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    7.0 RIGHT
      TO USE CONSULTANT’S NAME AND LIKENESS 

    


    7.1 The
      Consultant hereby grants to the Company the right to use the Consultant’s name,
      likeness and/or biography in connection with the services performed by the
      Consultant under this Agreement and in connection with the advertising or
      exploitation of any project with respect to which the Consultant performs
      services for the Company.

    


    8.0 WAIVER

    


    8.1 No
      consent or waiver, express or implied, by any party to this Agreement of any
      breach or default by the other party in the performance of its obligations
      under
      this Agreement or of any of the terms, covenants or conditions of this Agreement
      shall be deemed or construed to be a consent or waiver of any subsequent or
      continuing breach or default in such party’s performance or in the terms,
      covenants and conditions of this Agreement. The failure of any party to this
      Agreement to assert any claim in a timely fashion for any of its rights or
      remedies under this Agreement shall not be construed as a waiver of any such
      claim and shall not serve to modify, alter or restrict any such party's right
      to
      assert such claim at any time thereafter.

    


    9.0 NOTICES

    


    9.1 Any
      notice relating to this Agreement or required or permitted to be given in
      accordance with this Agreement shall be in writing and shall be personally
      delivered or mailed by registered mail, postage prepaid to the address of the
      parties set out on the first page of this Agreement. Any notice shall be deemed
      to have been received if delivered, when delivered, and if mailed, on the fifth
      day (excluding Saturdays, Sundays and holidays) after the mailing thereof.
      If
      normal mail service is interrupted by strike, slowdown, or other cause, a notice
      sent by registered mail will not be deemed to be received until actually
      received and the party sending the notice shall utilize any other services
      which
      have not been so interrupted or shall deliver such notice in order to ensure
      prompt receipt thereof.

    


    9.2 Each
      party to this Agreement may change its address for the purpose of section 9.0
      hereof by giving written notice of such change in the manner provided for in
      subsection 9.1 hereof.

    


    10.0 APPLICABLE
      LAW

    


    10.1 This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada and the federal laws of the United States applicable therein,
      which shall be deemed to be the proper law hereof. The parties hereto hereby
      submit to the jurisdiction of the courts of Clark County, Las Vegas,
      Nevada.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    11.0
      SEVERABILITY 

    


    11.1 If
      any
      provision of this Agreement for any reason be declared invalid or unenforceable,
      such declaration shall not effect the validity or enforceability of any
      remaining portion of this Agreement, which remaining portion shall remain in
      full force and effect as if this Agreement had been executed with the invalid
      or
      unenforceable portion thereof eliminated and is hereby declared the intention
      of
      the parties that they would have executed the remaining portions of this
      Agreement without including therein any such part, parts or portion which may,
      for any reason, be hereafter declared invalid or unenforceable.

    


    12.0 ENTIRE
      AGREEMENT

    


    12.1 This
      Agreement constitutes the entire agreement between the parties hereto and there
      are no representations or warranties, express or implied, statutory or otherwise
      other than set forth in this Agreement and there are no agreements collateral
      hereto other than as are expressly set forth or referred to herein. This
      Agreement cannot be amended or supplement except by a written agreement executed
      by both parties hereto, provided that if the Company becomes listed on the
      Amex,
      NASDAQ or NYSE, the Company and the Consultant shall reasonably renegotiate
      the
      terms of this Agreement to the extent such terms are inconsistent with the
      rules
      and relations of such exchange or quotation system. 

    


    13.0 ARBITRATION

    


    13.1 In
      the
      event of any dispute arising in the determination of the compensation to be
      paid
      pursuant to section 5.0 hereof or of the Consultant’s compensation as set out in
      this Agreement, the matter in dispute shall be referred to the auditors of
      the
      Company for determination. If the auditors cannot agree on a determination
      of
      the matter in dispute within ten days following the referral to them, the matter
      in dispute shall be referred to a single arbitrator under the Arbitration Act
      then in effect federally, and the arbitration shall take place in Clark County,
      Las Vegas, Nevada.

    


    14.0 LIMITATIONS
      ON ASSIGNABILITY

    


    14.1 Consultant’s
      duties and responsibilities under this Agreement are not assignable or delegable
      in whole or in part. The Company may assign this Agreement to a successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business and/or assets of the Company; provided,
      however, that the Company will require any successor to assume expressly and
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place. As used in this Agreement, the "Company"
      shall
      mean the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this Agreement
      by
      operation of law, or otherwise. 

    


    
      
         

      

      
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    15.
      0 BURDEN
      AND BENEFIT

    


    15.1 This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    16.0 TIME

    


    16.1 Time
      is
      of the essence of this Agreement.

    


    17.0 COUNTERPART,
      PHOTOCOPIES AND FAXES

    


    17.1 This
      Agreement may be executed in counterpart 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 out on the first page of this Agreement.
      It shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts. A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an original. A
      photocopy of this Agreement shall be effective as an original for all
      purposes.

    


    IN
      WITNESS WHEREOF the undersigned have duly executed this Agreement as of the
      date
      set out on the first page of this Agreement.

    


    PUBLIC
      COMPANY MANAGEMENT CORPORATION

    


    


    /s/
      Stephen
      Brock                                          


    Stephen
      Brock, President & CEO

    


    


    CONSULTANT

    


    


    /s/
      Kipley J.
      Lytel                                            


    Kipley
      J.
      Lytel, CFA

     

    
      
         

      

      
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