Exhibit 10.12

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"),  effective as of February 25, 2005,
is  entered  into  by and  between  The  Children's  Internet,  Inc.,  a  Nevada
corporation   (herein   referred  to  as  "Company")  and  Crosslink   Financial
Communications,   Inc.,  a  California   corporation   (herein  referred  to  as
"Consultant").

                                    RECITALS

WHEREAS, Company is a publicly-held  corporation with its common stock traded on
the OTC Bulletin Board; and

WHEREAS,  Company  desires to engage the services of Consultant to represent the
company  in  investors'   communications  and  public  relations  with  existing
shareholders,  brokers,  dealers and other  investment  professionals  as to the
Company's  current  and  proposed  activities,  and to consult  with  management
concerning such Company activities;

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  February 25, 2005 and ending twelve
months thereafter.

2. Duties of Consultant.  The Consultant  agrees that it will generally  provide
the following specified consulting services:

                  (a)  Consult  and  assist  the  Company  in   developing   and
       implementing  appropriate  plans and means for presenting the Company and
       its business  plans,  strategy and personnel to the financial  community,
       establishing  an image for the Company in the  financial  community,  and
       creating  the  foundation  for  subsequent   financial  public  relations
       efforts;

                  (b) Introduce the Company to the financial community;

                  (c) With the cooperation of the Company, maintain an awareness
       during the term of this  Agreement of the Company's  plans,  strategy and
       personnel,  as they may evolve during such period, and consult and assist
       the  Company in  communicating  appropriate  information  regarding  such
       plans, strategy and personnel to the financial community;

                  (d) Assist and  consult the  Company  with  respect to its (i)
       relations  with  stockholders,  (ii)  relations  with  brokers,  dealers,
       analysts and other investment  professionals,  and (iii) financial public
       relations generally;

                  (e) Perform the functions  generally  assigned to  stockholder
       relations  and  public  relations   departments  in  major  corporations,
       including  responding  to telephone and written  inquiries  (which may be
       referred to the Consultant by the Company);  preparing press releases for
       the  Company  with  the  Company's  involvement  and  approval  of  press
       releases,  reports and other communications with or to shareholders,  the
       investment  community and the general public;  consulting with respect to
       the  timing,  form,  distribution  and  other  matters  related  to  such
       releases,  reports and communications;  and, at the Company's request and
       subject to the Company's securing its own rights to the use of its names,
       marks, and logos,  consulting with respect to corporate  symbols,  logos,
       names,  the  presentation  of such  symbols,  logos and names,  and other
       matters relating to corporate image;


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           (f)  Upon  the  Company's   direction   and   approval,   disseminate
       information  regarding  the Company to  shareholders,  brokers,  dealers,
       other  investment  community  professionals  and  the  general  investing
       public;

           (g) Upon the Company's  approval,  conduct meetings,  in person or by
       telephone,   with  brokers,   dealers,   analysts  and  other  investment
       professionals  to communicate  with them  regarding the Company's  plans,
       goals and  activities,  and assist the  Company  in  preparing  for press
       conferences   and  other   forums   involving   the   media,   investment
       professionals and the general investment public;

           (h) At the Company's  request,  review  business  plans,  strategies,
       mission statements budgets, proposed transactions and other plans for the
       purpose of  advising  the  Company of the public  relations  implications
       thereof; and,

           (i)  Otherwise  perform  as  the  Company's   Consultant  for  public
       relations and relations with financial professionals.

3.  Allocation of Time and Energies.  The Consultant  hereby promises to perform
the  responsibilities  which may be assigned to the Consultant from time to time
by the officers and duly authorized representatives of the Company in connection
with the  conduct of its  financial  and  public  relations  and  communications
activities,  so  long as  such  activities  are in  compliance  with  applicable
securities laws and regulations.  Consultant and staff shall diligently  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. 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.

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

      4.1 For  undertaking  this  engagement  and for  other  good and  valuable
      consideration, the Company agrees to issue and deliver to the Consultant a
      "Commencement Bonus" payable in the form of 200,000 shares  (collectively,
      the  "Shares")  of the  Company's  Common  Stock  ("Common  Stock").  This
      Commencement Bonus shall be issued to the Consultant immediately following
      execution  of this  Agreement  and shall,  when  issued and  delivered  to
      Consultant, be fully paid and non-assessable.  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.   The  200,000  Shares  of  Common  Stock  issued  as  a
      Commencement  Bonus,   therefore,   constitute  payment  for  Consultant's
      agreement   to  consult   to  the   Company   and  are  a   nonrefundable,
      non-apportionable,  and non-ratable retainer;  such Shares of common stock
      are not a  prepayment  for  future  services.  If the  Company  decides to
      terminate  this  Agreement  prior to  February  25,  2006,  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 as Commencement Bonus 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 Consultant will not be requested or
      demanded  by the  Company  to return any of the  200,000  Shares of Common
      stock  paid 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 200,000 Shares.


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            4.2  Monthly  Stock  Compensation  The  Company  agrees to issue and
      deliver,  every month on the contract  anniversary of this  Agreement,  an
      additional 8,000 Shares of Common Stock.

            4.3 With  each  transfer  of  Shares  of  Common  Stock to be issued
      pursuant to this Agreement, Company shall cause to be issued a certificate
      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 duly authorized by the Company.  Company warrants 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.

            The  Company  further  agrees that all Shares  issued to  Consultant
      hereunder shall carry "piggyback  registration rights" whereby such Shares
      will be included in the next registration  statement filed by the company.
      The Company  further agrees that it will file a registration  statement in
      which the  Consultant is permitted to  participate  no later than February
      25, 2006. Consultant agrees that it will not sell or transfer,  during the
      terms of this  Agreement,  any of the  Shares of Company  stock  issued to
      Consultant.

            4.4  Consultant  acknowledges  that the Shares of Common Stock to be
      issued  pursuant  to this  Agreement  have not been  registered  under the
      Securities Act of 1933, and accordingly are "restricted securities" within
      the meaning of Rule 144 of the Act. As such,  the Shares may not be resold
      or  transferred  unless the  Company  has  received  an opinion of counsel
      reasonably  satisfactory  to the  Company  that such resale or transfer is
      exempt from the registration requirements of that Act.

5. Monthly Cash Compensation. The Company agrees to pay Consultant a cash fee of
$5,000 per month for the term of the Agreement.  The first payment is due on the
date the assignment is actually  initiated),  and subsequent payments are due on
the same day of each calendar  month for the subsequent  eleven months,  and any
extensions  thereafter.  Out of this fee,  Consultant will pay for complementary
services (e.g., other mailing services, email services, data base extensions) up
to an average of $2,500 per month,  never less than  $1,500 per month.  Invoices
and  documents  indicating  the payment for those  services  will be supplied to
Company.

6.  Financing  "Finder's  Fee".  It is understood  that in the event  Consultant
introduces  Company,  or its  nominees,  to a lender  or equity  purchaser,  not
already having a preexisting  relationship with the Company,  with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate  Consultant for such services with a "finder's fee"
in the amount of 4.0% of total gross  funding  provided by such lender or equity
purchaser,  such fee to be payable in cash. This 4.0% will be in addition to any
fees payable by Company to any other  intermediary,  if any,  which shall be the
subject  of  separate  agreements,  negotiated  between  Company  and such other
intermediary.  It is also  understood  that in the event  Consultant  introduces
Company,  or its  nominees,  to an  acquisition  candidate,  either  directly or
indirectly  through  another  intermediary,  not  already  having a  preexisting
relationship  with the  Company,  which  Company,  or its  nominees,  ultimately


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acquires  or  causes  the  completion  of such  acquisition,  Company  agrees to
compensate  Consultant  for such services with a "finder's fee" in the amount of
4% of total gross  consideration  provided by such  acquisition,  such fee to be
payable in cash.  This 4% will be in addition to any fees  payable by Company to
any other intermediary. It is specifically understood that Consultant is not and
does not hold itself out be a Broker/Dealer,  but is rather merely a "Finder" in
reference to the Company procuring financing sources and acquisition candidates.
Any  obligation  to pay a "Finder's  Fee"  hereunder  shall survive the merging,
acquisition,  or other  change in the form of entity of the  Company  and to the
extent it remains unfulfilled shall be assigned and transferred to any successor
to the Company.

Company agrees that said compensation to Consultant shall be paid in full at the
time  said  financing  or  acquisition  is  closed,   such  compensation  to  be
transferred  by Company to  Consultant  within  seven (7)  business  days of the
execution of the  financing of  acquisition  closing  document.  Payment of said
compensation shall be a condition  precedent to the closing of such financing or
acquisition, and Company shall execute any and all documents necessary to effect
said  compensation.  As further  consideration  to Consultant,  Company,  or its
nominees,  agrees to pay with respect to any financing or acquisition  candidate
provided directly or indirectly to the Company by any lender or equity purchaser
covered  by this  Section 5 during  the period of one year from the close of the
term of this Agreement,  a fee to Consultant equal to that outlined in Section 5
herein.

Consultant will notify Company of introductions  it makes for potential  sources
of financing or acquisitions in a timely manner (within  approximately 3 days of
introduction) via facsimile memo. If Company has a preexisting relationship with
such nominee and believes  such party  should be excluded  from this  Agreement,
then Company will notify Consultant immediately within twenty-four (24) hours of
Consultant's facsimile to Company of such circumstance via facsimile memo.

7. Non-Assignability of Services.  Consultant's services under this contract are
offered to Company  only and may not be  assigned  by Company to an entity  with
which Company merges or which acquires the Company or  substantially  all of its
assets.  In the  event  of such  merger  or  acquisition,  all  compensation  to
Consultant  herein  under the  schedules  set forth  herein shall remain due and
payable, and any compensation  received by the Consultant may be retained in the
entirety by  Consultant,  all without any reduction or  pro-rating  and shall be
considered  and  remain  fully  paid  and  non-assessable.  Notwithstanding  the
non-assignability  of  Consultant's  services,  Company shall assure that in the
event of any merger,  acquisition, or similar change of form of entity, that its
successor  entity  shall  agree  to  complete  all  obligations  to  Consultant,
including  the  provision  and  transfer  of all  compensation  herein,  and the
preservation  of the  value  thereof  consistent  with  the  rights  granted  to
Consultant by the Company herein, and to Shareholders.

8.  Expenses.  Consultant  agrees to pay for all its ordinary  expenses  (phone,
faxing,  labor,  etc.). Out of pocket expenses for  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.) shall be paid by the Company  within ten  business  days of
receipt of invoice.

9.   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


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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.

10.  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 or 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.

11. 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.

12. Status as Independent  Contractor.  Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer 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  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to 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 possesses the authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

13.  Attorney's Fee. 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  attorneys'  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.

14.  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.

15. Choice of Law,  Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance  with the laws of the State of  California.
The  parties  agree  that San  Francisco  County,  CA.  will be the venue of any
dispute and will have jurisdiction over all parties.


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16.  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
California,  in accordance with the applicable rules of the American Arbitration
Association,  and 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.  The  provisions  of Title 9 of Part 3 of the
California Code of Civil Procedure,  including  section  1283.05,  and successor
statutes,  permitting expanded discovery  proceedings shall be applicable to all
disputes that are arbitrated under this paragraph.

17.  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"                           The Children's Internet, Inc.

Date: February 25, 2005             By:  /s/ Sholeh Hamedani
                                    ------------------------
                                    Sholeh Hamedani, Chief Executive Officer

"Consultant"                        CROSSLINK FINANCIAL COMMUNICATIONS, INC.

Date: February 25, 2005             By:  /s/ William L. Arnold
                                    --------------------------
                                    William L. Arnold, President


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