**CONSULTING
      AGREEMENT**





This
      Consulting Agreement (this “Agreement”) is made this day of February 21, 2007,
      by and between World Am, Inc., a publicly traded Nevada corporation having
      an
      address for the purposes of this Agreement of 4040 MacArthur Blvd. Suite 240,
      Newport Beach, California 92660 (“World Am”), and RAH Consulting, Group Inc., a
      business consulting firm, having an address of 2316 Port Durness Place, Newport
      Beach, CA 92660 (“RAH”).





Whereas:





RAH
      provides Chairman of the Board and Chief Executive Officer services (“Services”)
      for publicly traded technology companies and desires to offer such Services
      to
      World Am;





And,
      World Am desires to retain RAH to provide such Services.





Therefore,
      the parties agree as follows:










**1.
      ENGAGEMENT.** World
      Am
      hereby engages and retains RAH, for the period from January 1, 2007 through
      December 31, 2007, to serve as World Am’s Chairman of the Board and Chief
      Executive Officer. RAH shall perform all duties and responsibilities normally
      attributed to the Chairman of the Board and Chief Executive Officer positions
      of
      a publicly traded company. RAH accepts such engagement and agrees to render
      the
      Services in accordance with the terms and conditions set forth in this
      Agreement.





**2.
      PERFORMANCE OF SERVICES.** The
      manner and means by which the Services are to be performed and the specific
      hours to be worked shall be determined by RAH, but RAH agrees to furnish the
      Services to World Am in a professional manner. World Am shall rely on RAH to
      assign as many hours as may be reasonably necessary to fulfil RAH’s obligations
      under this Agreement. In performing the Services, RAH shall serve under and
      report directly to the World Am Board of Directors.





**3.
      COMPENSATION.** In
      consideration of Services rendered, World Am shall pay RAH a fee of $8,000
      per
      month, in cash or stock, at World Am’s discretion. RAH shall also be eligible to
      participate in World Am’s Directors, Officers, and Employees Stock Option Plan,
      when and if implemented.





**4.
      EXPENSE REIMBURSEMENT.** World Am
      shall reimburse RAH for all reasonable business expenses incurred while
      performing Services. In addition, healthcare insurance premiums for RAH’s
      appointed consultant shall be paid by World Am.





**5.
      TERM/TERMINATION.** This
      Agreement shall remain in effect until terminated by either party as of the
      date
      set forth in a written notice to the other party delivered in accordance with
      the notice provisions of this Agreement at least 30 days prior to such date.
      In
      the event of the termination of this Agreement, any accrued but unpaid fees
      set
      forth in Section 3 of this Agreement shall be paid within ten days of the
      effective date of such termination.





**6.
      RELATIONSHIP OF PARTIES.** It
      is
      understood by the parties that RAH’s appointed consultant is an independent
      contractor with respect to World Am, and not an employee of World Am.





**7.
      DISCLOSURE** .
      RAH
      shall promptly disclose to World Am any outside activities, interests or
      investments, including ownership or participation in the development of prior
      inventions, that conflict or may conflict with the best interests of World
      Am.





**8.
      INDEMNIFICATION.** World Am
      agrees to indemnify and hold RAH harmless from all claims, losses, expenses,
      fees (including attorney fees), costs, and judgments that may be asserted
      against World Am in connection with, or as a result of, the acts or omissions
      of
      RAH and its appointed consultant, or any of its agents.





**9.
      ASSIGNMENT.** RAH’s
      obligations under this Agreement may not be assigned or transferred to any
      other
      person, firm, or corporation without the prior written consent of World
      Am.










**10.
      CONFIDENTIALITY.**





(a)  Proprietary
      Information .
      RAH
      acknowledges that World Am owns and will own, and has developed and will
      develop, proprietary information concerning its business, its products and
      its
      customers and clients that derives value by not being generally known to the
      public or World Am’s competitors. Such information (which is referred to herein
      as “Proprietary Information”) includes, among other things, technical
      information, algorithms, techniques, product plans, product ideas, inventions,
      improvements, trade secrets, know-how and other intellectual property as well
      as
      customer lists, financial information, marketing plans, systems, manuals,
      training materials, forecasts, and business strategies. RAH shall, at all times,
      both during the work at World Am and thereafter, keep all Proprietary
      Information in confidence and trust and shall not use any Proprietary
      Information or anything relating to it without the written consent of World
      Am,
      except as may be necessary in the ordinary course of performing duties for
      World
      Am.





(b)  Company
      Property .
      RAH
      recognizes that all Proprietary Information, however stored or memorialized,
      including those documents and items which RAH may have developed or contributed
      to developing in providing the Services, and all keys, access codes, marketing
      materials, samples, recordings, notes, tools, documents, records, apparatus
      and
      other equipment or property which World Am provides to or makes available to
      RAH
      employees or agents, are the sole property of World Am. RAH shall use such
      property solely for the benefit of World Am and for no other purpose. Upon
      the
      termination of RAH’s engagement with World Am, RAH shall (i) refrain from taking
      any such property from World Am’s premises, (ii) immediately return to World Am
      any such property which may be in RAH’s possession or control (including any and
      all copies thereof) and (iii) certify in writing that RAH has complied with
      this
      Section 12(b).





(c)  Third
      Party Information .
      RAH
      recognizes that World Am has received and in the future will receive
      confidential or proprietary information from third parties subject to a duty
      on
      World Am’s part to maintain the confidentiality of such information and to use
      it only for certain limited purposes. RAH agrees to, and agrees to cause its
      employees and agents, if any, to, hold all such confidential or proprietary
      information in the strictest confidence and not to disclose it to any person,
      firm or corporation or to use it except as necessary in carrying out duties
      for
      World Am consistent with World Am’s agreement with such third
      party.




(d)  Limitation .
      The
      obligations of RAH to keep Proprietary Information confidential shall not apply
      to information which (a) becomes publicly known through no breach of this
      Agreement by RAH; (b) was rightfully in RAH’s possession prior to
      disclosure by the disclosing party and is not used in connection with providing
      the Services; or (c) is or was developed independently by RAH without the
      use of or reference to any Proprietary Information and without violation of
      any
      confidentiality restriction and is not used in connection with providing the
      Services.





**11.
      NONCOMPETITION.** RAH
      agrees that, during the term of this Agreement, RAH shall not, without the
      prior
      written consent of World Am, directly or indirectly compete with, or own or
      acquire an equity interest in, or participate in the ownership or management
      of,
      any business that competes or intends to compete with, World Am in the
      development, production, marketing or servicing of any service or product (i)
      with which RAH is involved during the course of his relationship with World
      Am,
      or (ii) wh1ch World Am is developing, producing, marketing or servicing or
      plans
      to develop, produce, market or service and of which RAH gains any knowledge
      during the course of his relationship with World Am; provided that the foregoing
      prohibition shall not include ownership by RAH (either directly or indirectly
      through ownership of an interest in a mutual fund or similar investment vehicle)
      of less than two percent (2%) of the outstanding stock of a publicly traded
      corporation.










**12.
      NONSOLICITATION.**





(a)  No
      Soliciting of Employees .
      RAH
      agrees that during the term of this Agreement and for a period of 12 months
      immediately following the termination of RAH’s relationship with World Am for
      any reason, RAH shall not directly or indirectly solicit, induce, recruit or
      encourage any of World Am’s employees, consultants, contractors, agents or
      representatives to leave their employment or engagement with World Am, or
      attempt to solicit, induce, recruit, encourage or take away employees,
      consultants, contractors, agents or representatives of World Am, either for
      RAH
      or for any other person or entity.





(b)  No
      Soliciting of Customers .
      RAH
      agrees that during the term of this Agreement and for a period of 12 months
      immediately following the termination of RAH’s engagement with World Am for any
      reason, RAH shall not call on, solicit or service any customer, supplier,
      licensee, licensor, consultant, or other trade related business relation of
      World Am in order to induce or attempt to induce such person or entity to cease
      doing business with World Am, or in any way interfere with the relationship
      between any such customer, supplier, licensee, licensor, consultant or other
      trade related business relation and World Am (including, without limitation,
      making any disparaging statements or communications about World
      Am).





**13.
      OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS.** RAH
      acknowledges that all Services rendered by RAH and all rights in the results
      and
      proceeds of such Services, including, without limitation, all copyrights,
      trademarks and any other intellectual property rights, shall be the sole and
      separate property of World Am.





**14.
      ENFORCEABILITY.** The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions of this
      Agreement in any court of the United States located in the State of California
      or in a California state court, this being in addition to any other remedy
      to
      which they are entitled at law or in equity.





**15.
      NOTICES.** All
      notices required or permitted under this Agreement shall be in writing and
      shall
      be deemed delivered when delivered in person or deposited in the United States
      mail, postage prepaid, addressed to applicable party at the address set forth
      for it in the first paragraph of this Agreement or at such other address as
      such
      party may designate by providing written notice in the manner set forth
      above.










**16.
      ENTIRE AGREEMENT.** This
      Agreement contains the entire agreement of the parties with respect to the
      matters contemplated hereby and there are no other promises or conditions in
      any
      other agreement whether oral or written with respect to such matters. This
      Agreement supersedes any prior written or oral agreements between the parties
      with respect to such matters.





**17.
      AMENDMENT.** This
      Agreement may be modified or amended only if the amendment is made in writing
      and is signed by both parties.





**18.
      SEVERABILITY.** If
      any
      provision of this Agreement shall be held to be invalid or unenforceable for
      any
      reason, the remaining provisions shall continue to be valid and enforceable.
      If
      a court finds that any provision of this Agreement is invalid or unenforceable,
      but that by limiting such provision it would become valid and enforceable,
      then
      such provision shall be deemed to be written, construed, and enforced as so
      limited.





**19.
      APPLICABLE LAW.** This
      Agreement shall be governed by the laws of the State of California, without
      regard to the choice of law provisions thereof.





**20.**  **ARBITRATION.** Except
      to
      the extent that a party is entitled to seek injunctive or other equitable
      relief, any controversy or claim arising out of or relating to this Agreement
      shall be settled by binding arbitration before a single arbitrator in accordance
      with the then-existing rules for commercial arbitration of the American
      Arbitration Association, and judgment upon any award rendered by the arbitrators
      may be entered in any court having jurisdiction thereof. Any arbitration shall
      be held in Orange County, California. The costs of such arbitration and the
      attorneys’ fees and other experts’ fees and related costs of all parties shall
      be borne by the party against whom the arbitrator rules.





IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      date first written above.




**World Am, Inc.**
            
            
            **RAH Consulting
              Group,
              Inc.**By: /s/
              James R. Largent
            
            
            By: /s/
              Robert A. HoveeJames
                R. Largent
            
            
            Robert
                A. Hovee, CEOWorld
                Am Inc. Director





By: /s/
              David J. BarnesDavid
                J. BarnesWorld
                Am Inc., Director