CONSULTING
      AGREEMENT

    


    THIS
      AGREEMENT,
      made
      this 16th
      day of
      April 2007, by and between Rocky
      Mountain Fudge Company, Inc.,
      a
      Nevada corporation (“RMFC”)
      and
Vallerie
      Moulton
      (“Consultant”).
      In
      consideration of the compensation hereinafter agreed and the covenants and
      agreements herein contained, the parties hereto mutually agree as
      follows:

    


    1. Independent
      Contractor.
      Consultant will
      be
      deemed at all times to be an independent contractor. Consultant
      is
      not,
      for any purposes, an employee or agent of RMFC
      and
Consultant
      agrees
      not to make any representation to the contrary. Consultant
      understands
      and agrees that as an independent contractor he does not have any authority
      to
      sign contracts, notes, obligations, to make any purchases or to acquire or
      dispose of any property on behalf of RMFC,
      unless
      otherwise directed and authorized in writing by an officer of RMFC.
      RMFC
      understands
      and agrees that as an arms length independent contractor, Consultant
      does
      not
      have any obligations or liability with respect to any contracts, notes,
      obligations, purchases, acquisitions or dispositions of any property on behalf
      of RMFC
      and
RMFC
      agrees
      to indemnify and save harmless Consultant
      from
      any
      and all claims arising from these transactions.

    


    2. Character
      and Extent of Services.
      Consultant
      will
      provide consulting and advisory services in connection with RMFC’s
      business
      development and production and marketing strategies. The services will be
      performed by Consultant
      and will
      include, but not be limited to the following:

    


    ● Oversee
      production of product and assist in strategic marketing planning;

    ● Attend
      exhibits, functions and other events where attendance will benefit RMFC;

    ● Provide
      business guidance to RMFC
      management; and

    ● Perform
      such other services as are mutually agreed upon by Consultant
      and
RMFC.

    


    3. Term.
      This
      Agreement
      and the
      services to be performed hereunder will commence on the 17th
      day of
      April 2007 and for a period of three years thereafter. This Agreement
      will be
      automatically renewed for an additional three years, unless otherwise terminated
      by either party with a minimum of fifteen (15) days written notice prior to
      the
      renewal date. Thereafter either party may terminate the Agreement
      at any
      time with fifteen (15) days written notice.

    


    4. Compensation
      and Expenses.
      In
      consideration for this Agreement
      and the
      services to be performed by Consultant
      hereunder,
      RMFC
      will pay
Consultant
      at
      the
      rate of $20.00 per hour for services provided to RMFC
      under
      the terms of this Agreement,
      payable
      on the first day of each month immediately following the month in which the
      services were provided. Consultant
      will
      submit to RMFC
      such
      reports or other supporting documentation as RMFC
      may
      reasonably require to verify the services rendered. Expenses, which must be
      approved in advance by RMFC,
      are to
      be reimbursed upon submission to RMFC
      of valid
      invoices evidencing such expenses. 

    


    5. Assignment
      and Subcontracting.
      Consultant’s
      obligations authorized under this Agreement
      are not
      assignable or transferable and Consultant
      agrees
      not to subcontract any of the work authorized hereunder without prior approval
      of RMFC.

    


    6. Legal
      Requirements.
      Consultant
      agrees
      to secure all necessary licenses or permits required by law and comply with
      all
      ordinances, laws, rules, and regulations pertaining to the services to be
      provided hereunder. 

    


    
      
         

      

      
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    7. Guarantees
      and Warranty.
      Consultant
      warrants
      and guarantees that the work performed hereunder will be in accordance with
      generally accepted professional standards.

    


    8. Proprietary
      Information. Consultant
      will
      not,
      either during or after the term of this Agreement,
      disclose to any third party any confidential or proprietary information relative
      to the work performed hereunder or the business or products of RMFC
      without
      the prior written consent of RMFC.
      RMFC
      representatives will at all times have access to the work performed by
Consultant
      for
      purposes of inspecting same and determining that the work is being performed
      in
      accordance with the terms of the Agreement.

    


    9. Waiver.
      The
      failure of
      RMFC
      to
      insist on strict performance of any of the terms and conditions hereof will
      not
      constitute a waiver of any other provisions or any default to Consultant.
      The
      terms and conditions of this Agreement
      will
      survive the period herein stated.

    


    10. Governing
      Law.
      This
Agreement
      is
      governed by and construed in accordance with the substantive laws of the state
      of Utah.

    


    11. Entire
      Agreements and Amendments
      This
      instrument constitutes the entire Agreement
      between
      the parties covering the subject matter defined herein. No modifications or
      amendments will be valid unless stated in writing and signed by the parties
      hereto.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement
      to be
      duly executed in their respective names:

    


    
      	
              “RMFC”

            	
               

            
	
              Rocky
                Mountain Fudge Company, Inc.

            	
              “Consultant”

            
	
               

            	
               

            
	 	 
	 	 
	
              By:______________________________

            	
              ______________________________

            
	
              Its:

            	
              Vallerie
                Moulton

            


    

    
 

     

     

    
      
         

      

      
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