Exhibit
      10.5

    


    CONSULTING
      SERVICES AGREEMENT

    


    This
      Agreement
      is made
      this 
20th  day
      of December
      2006

    

      
        	
                BETWEEN

              	
                EESTECH
                  INC.
                  of
                  23011 Moulton Parkway, Suite A-10 Laguna Hills, California, 92653
                  United
                  States of America (“EESTech”)

              
	 	 
	
                AND

              	
                MJB
                  CAPITAL LTD of
                  6/36 Polygon Rd, St Heliers, Auckland, NZ (“the
                  Consultant”)

              
	 	 
	
                AND

              	
                MURRAY
                  JAMES BAILEY
                  of
                  14 Southern Cross Drive, Cronin Island in the State of Queensland
                  (“the
                  Key Personnel”)

              


      

    

    


    BACKGROUND

    


    
      	 	
              A.

            	
              EESTech
                is desirous of engaging the services of the Consultant to perform
                the
                services more particularly set out in this
                agreement.

            


    

    


    
      	 	
              B.

            	
              The
                Consultant is desirous of accepting EESTech’s offer of a consultancy
                arrangement.

            


    

    


    
      	 	
              C.

            	
              This
                agreement sets out the terms of the Consultant’s engagement to perform the
                services set out in this agreement.

            


    

    


    


    OPERATIVE
      PROVISIONS

    


    
      	
              1.

            	
              This
                agreement supersedes all previous agreements entered into between
                the
                parties.

            


    

    


    
      	
              2.

            	
              Duration
                of Agreement

            


    

    


    
      	 	
              2.1.

            	
              This
                agreement shall commence on 3 July 2007 and shall continue until
                terminated in accordance with the terms of this
                agreement.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              3.

            	
              Consulting
                Services

            


    

    


    
      	 	
              3.1.

            	
              The
                Consultant will:-

            


    

     

    
      
        	 	
                3.1.1.

              	
                inform
                  itself as to the requirements of EESTech in respect of the consulting
                  services;

              


      

       

      
        
          	 	
                  3.1.2.

                	
                  consult
                    regularly with EESTech throughout the performance of the consulting
                    services and perform the consulting services as directed by EESTech
                    acting
                    reasonably;

                


        

         

        
          
            	 	
                    3.1.3.

                  	
                     act
                      professionally at all times in the performance of the consulting
                      services
                      exercising the skill care and diligence normally required in
                      this respect
                      and perform or cause to be performed the consulting services
                      in a proper
                      and professional manner

                  


          

           

        

      

    

    
      	
              4.

            	
              Key
                Personnel

            


    

    


    
      	 	
              4.1.

            	
              The
                Consultant by the execution of this agreement nominates Murray
                James Bailey
                to
                carry out, perform and provide the consulting
                services.

            


    

    


    
      	 	
              4.2.

            	
              The
                Consultant, Key Personnel and any other person who supplies, performs
                or
                carries out the consulting services shall not be taken to be or become
                employees or agents of EESTech and are independent
                contractors.

            


    

    


    
      	 	
              4.3.

            	
              The
                Consultant shall be responsible for effecting all insurances required
                under Workers Compensation legislation and shall be responsible for
                the
                remuneration of the Key Personnel. 

            


    

    


    
      	
              5.

            	
              Remuneration

            


    

    


    
      	 	
              5.1.

            	
              The
                Consultant will be paid an annual fee of One
                Hundred and Twenty Thousand United States Dollars
                (USD$120,000.00)
                payable by monthly payments in arrears of Ten
                Thousand United States Dollars (USD$10,000.00).

            


    

    


    
      	 	
              5.2.

            	
              The
                monthly payments will be converted to any currency as selected by
                the
                Consultant and payable at the opening exchange rate on the day of
                payment.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              6.

            	
              Exclusions

            


    

    


    
      	 	
              6.1.

            	
              This
                agreement is not exclusive and nothing contained in this agreement
                will
                effect any existing or future consultancy arrangements which may
                be made
                by the Consultant provided that such consultancy arrangements do
                not
                conflict with the business of
                EESTech.

            


    

    


    
      	
              7.

            	
              Default
                and Termination

            


    

    


    
      	 	
              7.1.

            	
              Either
                party may terminate this agreement in writing to the other by giving
                three
                (3) months written notice to the other.


            


    

    


    
      	 	
              7.2.

            	
              Despite
                spite clause 7.1, either party may terminate this agreement with
                immediate
                effect by giving written notice to the other part if the other party
                breaches any provision of this agreement and fails to take reasonable
                steps to remedy the breach within fourteen (14) days after receiving
                notice to do so.

            


    

    


    
      	 	
              7.3.

            	
              Despite
                clauses 7.1 and 7.2, either party may terminate this agreement without
                notice if the other party:-

            


    

     

    7.3.1. becomes
      insolvent or bankrupt; or 

    
      


      
        	 	
                7.3.2.

              	
                a
                  receiver or receiver and manager, a trustee in bankruptcy, a provisional
                  liquidator/liquidator or other like person, is appointed for part
                  or all
                  of the Contractor’s assets or business;
                  or

              


      

       

    

    7.3.3. is
      charged with any serious criminal offence.

    


    
      	 	
              7.4.

            	
              Either
                party must notify the other immediately if any of the events in 7.3
                occur.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              8.

            	
              Out
                of Pocket Expenses

            


    

    


    
      	 	
              8.1.

            	
              All
                usual out of pocket expenses eg. International, interstate and intrastate
                travel taxi fares, food and accommodation will be to the account
                of
                EESTech.

            


    

    


    
      	 	
              8.2.

            	
              EESTech
                will refund to the Consultant the cost of all outlays incurred by
                the
                Consultant in connection with this agreement eg. telephone calls,
                stationery, petrol and parking fees incurred in connection with its
                duties
                hereunder and will if necessary, provide and pay for the Consultant’s use
                of a mobile phone.

            


    

    


    
      	
              9.

            	
              Goods
                and Services Tax (GST)

            


    

    


    
      	 	
              9.1.

            	
              For
                the purpose of this agreement “GST” means a goods and services tax imposed
                on the supply of services under A
                New Tax System (Goods and Services Tax) Act 1999
                (Cth).

            


    

    


    
      	 	
              9.2.

            	
              The
                total fee payable by EESTech under this agreement is expressed exclusive
                of GST. EESTech will on issue of a complying tax invoice pay the
                Consultant an amount equal to the GST liability payable by the
                Consultant.

            


    

    


    
      	
              10.

            	
              Variation
                of Agreement

            


    

    


    No
      agreement
      or understanding varying or extending this agreement shall be legally binding
      upon either party unless in writing and signed by both parties.

    


    
      	
              11.

            	
              Dispute
                Determination

            


    

    


    
      	 	
              11.1.

            	
              If
                any dispute
                arises between the parties in relation to the effect of this agreement
                and
                that dispute is not mutually resolved within one (1) calendar month,
                the
                parties may appoint a person independent of the Company to resolve
                the
                dispute, failing which the dispute may be referred to an arbitrator
                appointed by the President for the time being of the Queensland Law
                Society.

            


    

    


    
      	 	
              11.2.

            	
              At
                such arbitration each of the parties may be represented by a duly
                qualified legal practitioner.

            


    

    


    
      	 	
              11.3.

            	
              The
                costs of the arbitration shall be dealt with as
                follows:-

            


    

    


    11.3.1. the
      costs
      of each of the parties shall be borne by the party that incurred them and not
      by
      any other party; and

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.3.2. the
      fees
      and expenses of the arbitrator and any costs of the arbitration shall be borne
      equally by the parties.

    


    
      	
              12.

            	
              Governing
                Law

            


    

    


    
      	 	
              12.1.

            	
              This
                agreement is governed by and shall be construed in accordance with
                the
                laws of the State of Queensland.

            


    

    


    
      	 	
              12.2.

            	
              The
                Contractor shall ensure that the Consulting Services comply with
                the laws
                of any State or Territory in which the Consulting Services, or any
                part
                thereof, are to be carried out.

            


    

    


    
      	
              13.

            	
              Notices

            


    

    


    
      	 	
              13.1.

            	
              Notices
                under
                this agreement may be delivered by prepaid postage, by hand or by
                facsimile transmission to each of the parties at the address set
                out in
                the Schedule or such other address as either party may specify by
                notice
                in writing to the other. Notices will be deemed to be
                given:-

            


    

    


    13.1.1. two
      (2)
      days after deposit in the mail with postage prepaid;

    


    13.1.2. when
      delivered by hand; or

    


    13.1.3. if
      sent
      by facsimile transmission, upon an apparently successful transmission being
      noted by the sender's facsimile machine.

    


    
      	
              14.

            	
              Entire
                Agreement

            


    

    


    This
      agreement constitutes
      the entire agreement between the parties in relation to its subject
      matter.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              15.

            	
              Severability

            


    

    


    The
      terms
      and conditions of this agreement and each and every part thereof shall be so
      construed as not to infringe the provisions of any Act whether State or Federal,
      but if any such term or condition on its true interpretation does infringe
      any
      such provision, the term or condition shall be read down to such extent as
      may
      be necessary to ensure that it does not infringe, and in the event that the
      offending term or condition cannot be so read down it shall be deemed to be
      void
      and severable without in any way diminishing the enforceability of the remaining
      terms and conditions and each of them.

    


    Executed
      as an agreement

    


    


    
      	
              SIGNED
                for and on behalf of EESTech
                INC.
                by
                a person duly authorized for that purpose who certifies that h is
                duly
                authorized in accordance with its constitution:

            	
              )

              )

              )

              )

              )

            	
               

              ......................................................

               

               

              ......................................................

            


    

    


    


    


    
      	
              SIGNED
                for and on behalf of MJB
                CAPITAL LTD
                by
                a person duly authorized for that purpose who certifies that h is
                duly
                authorized in accordance with its constitution:

            	
              )

              )

              )

              )

              )

            	
               

              ......................................................

               

               

              ......................................................

            


    

    


    


    


    
      	
              SIGNED
                by
                the said MURRAY
                JAMES BAILEY in
                the presence of:

               

               

               

              .....................................................

              Witness

            	
              )

              )

            	
               

              ......................................................