cpix8k101804ex105




 Exhibit 10.5 


  CONSULTING AGREEMENT

  This Consulting Agreement (this "Agreement") is made and entered
    into as of this 27 th day of   September 2004, ("Effective Date")
    by and between Y- Tel International LLC, a Florida State corporation (hereinafter
    referred to as the "Company") and Garry McHenry., a sole proprietorship, (hereinafter
    referred to as the "Consultant") (collectively, the "Parties").

  RECITALS

  WHEREAS, Consultant has certain management consulting experience
    pertaining to corporate structure, marketing, strategic alliances, and other
    matters relating to the management and growth of companies; and

  WHEREAS, the Company wishes to engage the services of the Consultant
    to assist the Company in managing its business operations and growth.

  NOW, THEREFORE, in consideration of the mutual promises herein
    contained, the Parties hereto hereby agree as follows:

  1.      CONSULTING SERVICES

  Attached hereto as Exhibit A and incorporated herein by this
    reference is a description of the services to be provided by the Consultant
    hereunder (the "Consulting Services").  Consultant hereby agrees to utilize
    its best efforts in performing the Consulting Services, however, Consultant
    makes no warranties, representations, or guarantees regarding any corporate
    strategies attempted by the Company or the eventual effectiveness of the Consulting
    Services.

  2.      TERM OF AGREEMENT

  This Agreement shall be in full force and effect commencing
    upon the date hereof.  This Agreement has a term of eight months beginning
    on the date hereof.  Either party hereto shall have the right to terminate
    this Agreement without notice in the event of the death, bankruptcy, insolvency,
    or assignment for the benefit of creditors of the other party.  Consultant
    shall have the right to terminate this Agreement if Company fails to comply
    with the terms of this Agreement, including without limitation its responsibilities
    for fees as set forth in this Agreement, and such failure continues unremedied
    for a period of 30 days after written notice to the Company by Consultant.

  It is anticipated that the Consultant shall spend as much time
    as deemed necessary by the Consultant in order to perform the obligations
    of Consultant hereunder.  The Company understands that this amount of
    time may vary and that the Consultant may perform Consulting Services for
    other companies.

  5.      COMPENSATION TO CONSULTANT

  The Consultant's compensation for the Consulting Services shall
    be as set forth in Exhibit B attached hereto and incorporated herein by this
    reference.

  6.      INDEPENDENT CONTRACTOR

  Both Company and the Consultant agree that the Consultant will
    act as an independent contractor in the performance of his duties under this
    Agreement.  Nothing contained in this Agreement shall be construed to
    imply that Consultant, or any employee, agent or other authorized representative
    of Consultant, is a partner, joint venturer, agent, officer or employee of
    Company.

  7.      CONFIDENTIAL INFORMATION

  The Consultant and the Company acknowledge that each will have
    access to proprietary information regarding the business operations of the
    other and agree to keep all such information secret and confidential and not
    to use or disclose any such information to any individual or organization
    without the non-disclosing Parties prior written consent.  It is hereby
    agreed that from time to time Consultant and the Company may designate certain
    disclosed information as confidential for purposes of this Agreement.

  8.      INDEMNIFICATION

  The Company hereby agrees to indemnify and hold Consultant harmless
    from any and all liabilities incurred by Consultant under the Securities Act
    of 1933, as amended (the "Act"), the various state securities acts, or otherwise,
    insofar as such liabilities arise out of or are based upon (i) any material
    misstatement or omission contained in any offering documents provided by the
    Company (ii) any actions by the Company, direct or indirect, in connection
    with any offering by the Company, in violation of any applicable federal or
    state securities laws or regulations, or (iii) a breach of this Agreement
    by the Company.  Furthermore, the Company agrees to reimburse Consultant
    for any legal or other expenses incurred by Consultant in connection with
    investigating or defending any action, proceeding, investigation, or claim
    in connection herewith.  The indemnity obligations of the Company under
    this paragraph shall extend to the shareholders, directors, officers, employees,
    agents, and control persons of Consultant.

  Consultant hereby agrees to indemnify and hold the Company harmless
    from any and all liabilities incurred by the Company under the Act, the various
    state securities acts, or otherwise, insofar as such liabilities arise out
    of or are based upon (i) any actions by Consultant, its officers, employees,
    agents, or control persons, direct or indirect, in connection with any offering
    by the Company, in violation of any applicable federal or state securities
    laws or regulations, or (ii) any breach of this Agreement by Consultant.

  The indemnity obligations of the Parties under this paragraph
    8 shall be binding upon and inure to the benefit of any successors, assigns,
    heirs, and personal representatives of the Company, the Consultant, and any
    other such persons or entities mentioned hereinabove.

  9.      MISCELLANEOUS

  (A)    Any controversy arising out of or relating
    to this Agreement or any modification or extension thereof, including any
    claim for damages and/or rescission shall be settled by arbitration in Los
    Angeles County, California in accordance with the Commercial Arbitration Rules
    of the American Arbitration Association before a panel of three arbitrators. 
    The arbitrators sitting in any such controversy shall have no power to alter
    or modify any express provisions of this Agreement or to render any award
    which by its terms effects any such alteration, or modification subject to
    9(G). This Section 9 shall survive the termination of this Agreement.

  (B)    If either party to this Agreement brings
    an action on this Agreement, the prevailing party shall be entitled to reasonable
    expenses therefore, including, but not limited to, attorneys' fees and expenses
    and court costs.

  (C)    This Agreement shall inure to the benefit
    of the Parties hereto, their administrators and successors in interest. 
    This Agreement shall not be assignable by either party hereto without the
    prior written consent of the other.

  (D)    This Agreement contains the entire understanding
    of the Parties and supersedes all prior agreements between them.

  (E)    This Agreement shall be constructed and
    interpreted in accordance with and the governed by the laws of the State of
    California.

  (F)    No supplement, modification or amendment of
    this Agreement shall be binding unless executed in writing by the Parties. 
    No waiver of any of the provisions of this Agreement shall be deemed, or shall
    constitute, a waiver of any other provision, whether or not similar, nor shall
    any waiver constitute a continuing waiver.  No waiver shall be binding
    unless executed in writing by the party making the waiver.

  (G)    If any provision hereof is held to be illegal,
    invalid or unenforceable under present or future laws effective during the
    term hereof, such provision shall be fully severable.  This Agreement
    shall be construed and enforced as if such illegal, invalid or unenforceable
    provision had never comprised a part hereof, and the remaining provisions
    hereof shall remain in full force and effect and shall not be affected by
    the illegal, invalid or unenforceable provision or by its severance herefrom.

  IN WITNESS WHEREOF, the Parties hereto have placed their
    signatures hereon on the day and year first above written.

  Y-Tel International, LLC                              
                 
    Garry McHenry      

  A Florida State corporation                                                                                         

  ____________________________________           
    ____________________________________

  BY:  Steve B. Lipman                                                 
    BY:  Garry McHenry

    ITS:  President                                                             ITS: 
    Owner

  

  EXHIBIT A

  DESCRIPTION OF CONSULTING SERVICES

  Consultant shall perform the following services pursuant to
    the terms of this Agreement:

  Manage the strategy and business development for the Corporation.
    Implementation of pre-paid credit card platform and expansion of the Company.

  The above services will be further defined and delineated by
    the Company's board of directors from time to time as necessary.

  

  EXHIBIT B

  TERMS OF COMPENSATION

  The Consultant's compensation hereunder shall be as follows:

  
    	As compensation for the services to be performed hereunder the Consultant
        will receive from the Company $ 12,000 monthly.


    	The payment is to be made in equal bi-weekly installments


    	An increase of the consulting fees is automatic as soon the results
        of this agreement enables the Company achieve a level of $ 100,000 gross
        profit a month. The value of the consulting fees should be determined
        by the President of the Company up to $ 20K/month.


    	Upon approval of a stock option by the Company the Consultant shall
        be granted 500,000 stock options, exercisable at a price equal to half
        the fair market value of a share of common stock, at the time of grant. 
        The exercise term shall be three years.


  

  Y-Tel International, LLC                                       
     Garry McHenry

  a Florida State corporation                                                                                          

  ____________________________________           
    ____________________________________

  BY:  Steve B. Lipman                                                   BY:
    Garry McHenry

    ITS:  President                                                             
    ITS:  Owner