ADDENDUM
      TO CONSULTING AGREEMENT

    


    THIS
      ADDENDUM
      is
      entered into and made effective this 3rd day of May 2007 (the “Effective
      Date”),
      BY
      and BETWEEN Public Company Management Corporation (the “Company”),
      a
      Nevada corporation, and Trae O'Neil High, (the “Consultant”),
      and
      modifies that certain Consulting Agreement, attached hereto as Exhibit
      A
      (the
“Agreement”),
      dated
      April 12, 2007, between the Company and the Consultant. The Company and the
      Consultant are collectively referred to herein as the “Parties”
and
      each as a “Party”.
      All
      capitalized terms used in this Addendum and not otherwise defined have the
      meanings set forth in the Agreement.

    


    WHEREAS,
      the
      Company wishes to obtain the additional services of the Consultant as Treasurer
      and Chief Financial Officer to serve as the principal financial officer and
      principal accounting officer (collectively, “CFO”);

    


    WHEREAS,
      the
      Consultant wishes to provide these additional services as interim CFO to the
      Company in the capacity of an independent contractor;

    


    WHEREAS,
      the
      Company wishes to provide Consultant with an incentive (the “Client
      Stock Incentive”)
      in the
      form of common stock which the Company holds of its clients for Consultant’s
      services as an executive officer of the Company, and Consultant wishes to
      receive such incentive;

    


    NOW,
      THEREFORE,
      in
      consideration of the terms, conditions, agreements and covenants contained
      herein and in the Agreement (the receipt and sufficiency of which are
      acknowledged by each party), and in reliance upon the representations and
      warranties contained in the Agreement, the Parties hereto agree as
      follows:

    


    Section
      1. Engagement. The
      Company hereby engages the services of the Consultant for the position of CFO
      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 Addendum and the Agreement.

    


    Section
      2. Duration.
      The
      Company shall retain the Consultant as CFO during the Term of the Agreement.
      The
      parties may extend this period as provided in Section 1.2 of the
      Agreement.

    


    Section
      3. Duties.
      The
      Consultant shall, pursuant to this Addendum and the 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: 

    


    
      	 	
              (a)

            	
              Financial
                and Accounting Oversight - Maintain the Company’s “disclosure controls and
                procedures” (as defined in the Securities Exchange Act of 1934 Rules
                13a-15(e) and 15d-15(e)) and “internal control over financial reporting”
                (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f)
                and
                15d-15(f)); assist in evaluating the effectiveness of the Company’s
                disclosure controls and procedures as of the end of each fiscal quarter
                and the effectiveness of the Company’s internal control over financial
                reporting as of the end of each fiscal year; assist in evaluating
                any
                change in the Company's internal control over financial reporting,
                that
                occurred during each of the fiscal quarters that has materially affected,
                or is reasonably likely to materially affect, the Company’s internal
                control over financial reporting; evaluate, design and coordinate
                accounting functions for the Company; communicate with the Board
                of
                Directors or Audit Committee, if applicable, or both regarding the
                Company’s disclosure controls and procedures, internal control over
                financial reporting or any changes or revisions thereto; and establish
                financial policies and procedures for the
                Company.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              (b)

            	
              Financial
                Management - direct the Company’s overall financial plans and accounting
                policies, designs and coordinate financial management, accounting
                and
                statistical data and reports as required to measure the Company’s
                financial performance; oversee all financial functions including
                accounting, budget, credit, insurance, tax and treasury; analyze
                current
                and projected cash balances and invests available funds to maximize
                income
                within guidelines established by the Board of Directors; coordinate
                the
                budget process for operating and capital budgets to provide an effective
                planning and performance measurement tool; direct and manage the
                financial
                programs and supporting information systems of the Company to include
                budgeting, receipt of revenue, expenditure of funds and conservation
                of
                assets; establish and maintain financial records systems in accordance
                with GAAS and accounting principles; coordinate the preparation of
                financial statements, financial reports, special analyses and information
                reports; develop, implement, interpret and coordinate the application
                of
                finance, accounting, billing and audit procedures; provide strategic
                consultation and representation to management on financial issues,
                to
                include financial analysis and projections, cost identification and
                allocation, and revenue and expense analyses; provide consultative
                support
                to management in planning initiatives, through management and financial
                information analyses, reports and recommendations; establish and
                implement
                short- and long-range organizational goals, objectives, policies,
                and
                operating procedures; monitor and evaluate operational effectiveness;
                effect changes needed for improvement; develop and direct the
                implementation of strategic business and/or operational plans, projects,
                programs, and systems, as appropriate to the objectives of the Company;
                provide strategic and operational direction to the Company’s finance and
                accounting departments; assist CEO in establishing financial strategic
                objectives and operating policies and procedures to ensure attainment
                of
                corporate objectives; evaluate results within business to determine
                if
                financial objectives are being met; and responsible for the direction
                of
                the following functions: finance, accounting, bonding, risk management,
                project controls and information
                technology.

            


    

    
      	 	
              (c)

            	
              Financial
                Due Diligence of Clients - Perform due diligence reviews of financial
                information of current and potential clients of the Company; conduct
                pre-client business qualification screening and financial forecasting;
                and
                negotiate and develop consulting services and other contracts with
                clients.

            


    

    


    Section
      4. Cash Compensation.
      The term
“Cash Compensation” shall mean $180,000 at the annualized rate, to be billed by
      Consultant in monthly installments of $15,000.

    


    Section
      5. Client Stock Incentive.
      For each
      client whose securities the Company held as marketable securities as of March
      31, 2007, as reflected on the stock roll forward schedule, attached hereto
      as
Exhibit
      B
      (the
“Schedule”),
      on
      the Effective Date, the Consultant shall receive four percent (4%) of the
      securities of such client as reflected on the Schedule. For each client whose
      securities the Company held as non-marketable securities as of March 31, 2007,
      as reflected on the Schedule, on the date that such securities of each of such
      clients are first cleared for quotation on the over-the-counter Bulletin Board
      (the “OTCBB”)
      or the
      Pink Sheets or listed on a national exchange, the Consultant shall receive
      four
      percent (4%) of the securities of such client as reflected on the Schedule.
      The
      Consultant shall have the right to receive four percent (4%) of the securities
      of each client that the Company receives, or otherwise would receive without
      taking this sentence into account, after March 31, 2007, at such time as such
      securities of each of such clients are first cleared for quotation on the OTCBB
      or the Pink Sheets or listed on a national exchange; provided,
      however,
      that
      Consultant is serving as an executive officer of the Company at the time of
      such
      clearance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      5. Entire Agreement. The
      Agreement and this Addendum represent the entire understanding and agreement
      between the parties hereto and there are no representations or warranties,
      express or implied, statutory or otherwise other than set forth in the Agreement
      and this Addendum and there are no agreements collateral hereto other than
      as
      are expressly set forth or referred to therein and herein. The Agreement and
      this Addendum cannot be amended or supplemented 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 the Agreement and this Addendum to the extent such
      terms are inconsistent with the rules and regulations of such exchange or
      quotation system.

    


    Section
      5. Incorporation by Reference.
      The
      terms of the Agreement, to the extent not otherwise modified by this Addendum,
      shall be incorporated herein by this reference and such terms shall be terms
      hereof. 

    


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

    


    PUBLIC
      COMPANY MANAGEMENT CORPORATION

    


    


    /s/
      Stephen
      Brock                                             
 

    Stephen
      Brock, President & CEO

    


    


    CONSULTANT

    


    


    /s/
      Trae O'Neil
      High                                           


    Trae
      O'Neil High