<PAGE>

EXHIBIT 10.23


                              ENGAGEMENT AGREEMENT
                        BETWEEN PENGE CORP AND KC HOLMES


         This ENGAGEMENT AGREEMENT BETWEEN PENGE CORP AND KC HOLMES (this
"Agreement"), signed on the dates set forth below to be effective as of February
15, 2005 (the "Effective Date"), is entered into by and between PENGE CORP, a
Nevada corporation (the "Company"), and KC Holmes a resident of the State of
Nevada ("Employee"). The Company and Employee are referred to collectively
herein as the "Parties."

         In consideration of the mutual covenants and promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:

         1. ENGAGEMENT. The Company hereby engages Employee as the President of
the Company. Employee hereby accepts such engagement and agrees to perform those
duties and undertake those responsibilities that are customarily performed by
professionals holding similar positions in similar businesses, including,
without limitation, the duties and responsibilities that are assigned to
Employee from time to time by the Directors of the Company. Employee shall also
perform the duties that are described in the Job Description attached hereto as
Exhibit 1.

         2. EMPLOYMENT EFFORTS. Employee shall work such necessary time for the
Company, and shall devote Employee's full time and attention to the performance
of Employee's obligations under this Agreement at such times as engaged therein.
Employee shall use his best efforts to promote the success of the Company's
business interests.

         3. TERM OF ENGAGEMENT. The term of Employee's engagement shall commence
on the Effective Date and, unless terminated earlier pursuant to the provisions
of this Agreement, shall continue for sixty months (the "Initial Term"). The
term of this Agreement as provided in this Section 3 is referred to herein as
the "Term."

         4. COMPENSATION.

                  (a) SALARY. The Company shall pay Employee compensation as
         follows:

         Fair and reasonable salaries and bonuses or benefits based on
         performance as reviewed by the executive team and the board of
         directors. Salary will be increased to $132,000 annually on June 1,
         2005 upon successful acquisition and integration of the S&S Plant farm
         before June 1, 2005. Salary will also be increased on July 1st of each
         year starting in 2006 based upon the percentage sales increase for the
         year ending June 30th. The salary increase will be 1 percent for each
         10 percent increase in Penge Corp sales (with a minimum of a 3%
         increase).

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                  (b) BONUS. Employee shall receive such bonus amounts as the
         Directors may determine. In addition the following bonus schedule will
         be used to assess bonus performance for fiscal 2005 (ending June 30,
         2005) and beyond:

         The employee will receive a one time bonus covering the fiscal 2002,
         2003, and 2004 periods. The bonus will be 500,000 shares of restricted
         common stock in the Company.

         For Fiscal 2005 the employee will be bonused at a rate of $2,000 per
         each $100,000 in Company revenue growth achieved over and above the
         revenues for Fiscal 2004.

         For Fiscal 2006 - 2009 the employee will be bonused at a rate of $1,000
         for each $.001 (one tenth of one percent) per share in earnings growth
         achieved over the prior year. If the prior year was $.00 (zero) per
         share or less, then the measurement will begin at zero.

         At current capitalization of approximately 15 million shares
         outstanding, $.01 (one cent) per share translates into $150,000 in
         annual earnings for the Company.

         For Example: If earnings per share increase from $.01 (one cent) per
         share to $.015 (one and a half cents) per share, then the bonus would
         be $1,000 times 5 ($.005 or five tenths of one cent increase) or $5,000
         (five thousand dollars) bonus.

                  (c) BENEFITS. Employee shall be entitled to participate in all
         the Company's benefit plans including retirement, health insurance,
         cell phone, expense account etc.

         A car allowance of $500 a month will be offered beginning April of
         2005.

         A cell phone and coverage plan will be provided.

         Reasonable expenses including travel, meals, per diem, etc., will be
         allowed and/or reimbursed.

         The company will provide employee a desktop computer, a laptop, and
         other technical accessories as required to perform this job.

                  (d) CONFIDENTIALITY AGREEMENT. As a condition of Employee's
         engagement and as consideration to Company for entering into this
         Agreement with Employee, Employee and the Company will enter into the
         Employee Confidentiality (the "Confidentiality Agreement") dated as of
         the Effective Date, a copy of which is attached hereto as Exhibit 2.
         The attached Confidentiality Agreement is a part of this Agreement and
         is hereby incorporated herein by reference. The terms of the
         Confidentiality Agreement shall survive the termination of Employee's
         engagement by the Company under this Agreement for any reason for a
         period of one year.


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<PAGE>

         5. TERMINATION WITH OR WITHOUT CAUSE. The Company shall be entitled to
terminate Employee's engagement at any time with or without cause by giving the
Employee a written notice that has been approved by a majority of the board. If
the Company terminates the Employee's engagement, Employee shall be paid the
current base salary provided for above through the life of this agreement.
Employee shall retain ownership of any Stock and/or Stock Options, which shall
immediately vest in full.

         6. MISCELLANEOUS.

                  (a) Payments made to or for the benefit of Employee under this
         Agreement shall be paid as W-2 wages.

                  (b) For purposes of this Agreement, notices, approvals and
         other communications provided for herein shall be in writing and shall
         be deemed to have been duly given when delivered in person, by
         facsimile transmission, by express courier, or by first class United
         States Mail, postage prepaid, return receipt requested. Notices to the
         Company shall be sent to the attention of the current Manager or as
         shall be provided in writing to Employee from time to time in
         accordance with this section. Notices to Employee shall be addressed to
         Employee's most recent address as set forth in the personnel records of
         the Company. Notices shall be effective upon receipt. Either party
         shall be entitled to change the address at which notice is to be given
         by providing notice to the other party of such change in the manner
         provided herein.

                  (c) This Agreement, together with Confidentiality Agreement
         attached hereto as Exhibit 2, sets forth the entire agreement of the
         parties with respect to the subject matter hereof, and supersedes all
         prior agreements, whether written or oral.

                  (d) This Agreement may not be assigned by Employee, but the
         Company may assign any or all of its rights under this Agreement to any
         affiliate or subsidiary company of the Company, so long as the Company
         remains liable for the performance by that affiliate or subsidiary of
         the payment obligations of the Company hereunder. Except as provided in
         the preceding sentences of this Section 11(d), this Agreement shall be
         binding upon, and inure to the benefit of, the parties and their
         respective personal representatives, successors and assigns.

                  (e) No provision of this Agreement shall be altered, amended,
         revoked or waived except by an instrument in writing signed by the
         Party sought to be charged with such amendment, revocation or waiver.

                  (f) No waiver of any provision of this Agreement shall be
         valid unless it is in writing and signed by the party against whom it
         is charged.


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<PAGE>

                  (g) The invalidity or unenforceability of any provision of
         this Agreement shall not affect the other provisions hereof, and this
         Agreement shall be construed as if such invalid or unenforceable
         provision were omitted.

                  (h) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Nevada.

         IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement on the dates set forth below, to be effective as of the Effective
Date.

                                        PENGE CORP, a Nevada corporation


                                        By: /s/ Kirk Fischer
                                            ------------------------------------
                                        Name:   Kirk Fischer
                                        Title:  CEO
                                        Date:   February 15, 2005



                                         /s/ KC Holmes
                                         ---------------------------------------
                                         KC Holmes, Employee
                                         Date: February 15, 2005


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<PAGE>

                                    EXHIBIT 1

                                 JOB DESCRIPTION


         Employee shall act as the President of the Company with
responsibilities in such position as shall be determined from time to time by
the Directors of the Company.

         Without limiting the foregoing, Employee, as the President of the
Company, shall act as the Company's primary contact with suppliers, employees,
vendors, and other general corporate contacts. The President of the Company
shall have the general powers and duties usually vested in the office of
President of a Company, and shall have such other powers and duties as may be
reasonably prescribed by the Directors or Officers of the Company.

<PAGE>

                                    EXHIBIT 2

                       EMPLOYEE CONFIDENTIALITY AGREEMENT
                       ----------------------------------


         This EMPLOYEE CONFIDENTIALITY AGREEMENT (this "Agreement"), signed on
the dates set forth below to be effective as of February 15, 2005 (the
"Effective Date"), is entered into by and between PENGE CORP, a Nevada
corporation (the "Company"), and KC Holmes a resident of the State of Nevada
("Employee"). The Company and Employee are referred to collectively herein as
the "Parties."

                                    Recitals
                                    --------

         A. As of the Effective Date, the Company and Employee have entered into
a separate Engagement Agreement (the "Engagement Agreement"). Unless otherwise
defined herein, capitalized terms used in this Agreement have the meanings given
in the Engagement Agreement. In the event of any conflict between the terms of
this Agreement and the Engagement Agreement, the terms of the Engagement
Agreement shall govern.

         B. Employee's employment by the Company creates a relationship of
confidence and trust between Employee and the Company with respect to certain
information applicable to the business of the Company and its clients or
customers.

         C. The Company possesses and will continue to possess information that
has commercial value and is treated by Company as confidential. Such information
may include information belonging to Company's owners, Directors, clients,
business partners, and its subsidiaries, customers or suppliers. All such
information is hereinafter called "Confidential Information," provided that
Confidential Information shall not include information provided to the Company
by Employee. Confidential Information for purposes of this Agreement includes,
without limitation, all of the following, to the extent and only to the extent
that they relate to the Company's business developments, designs, improvements,
inventions, blueprints, structures, software, processes, computer programs,
know-how, data, techniques, formulas, marketing, and business plans and
outlines, strategies, budgets, forecasts, projections, unpublished financial
statements, costs, fee schedules, client and supplier lists, client and
prospective client databases, access codes and similar security information and
procedures, and all patents, copyrights, maskworks, trade secrets and other
proprietary rights relating thereto; also provided, however, that the term
"Confidential Information" shall not include any of the foregoing that is in the
public domain other than as the result of a breach of an obligation of
confidentiality.

         D. Employee recognizes that any unauthorized use or disclosure of
Confidential Information would cause serious injury to Company, and that the
Company's willingness to employ Employee depends upon Employee's commitment to
protect Company's Confidential Information and to comply with all of the
provisions of this Agreement.

<PAGE>

                                    Agreement
                                    ---------

         Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Employee hereby
agrees as follows.

         1. PROTECTION OF THE CONFIDENTIAL INFORMATION. At all times during and
after Employee's engagement, Employee shall hold all Confidential Information in
confidence. Employee shall not disclose, retain, copy, or permit any
unauthorized person to disclose or copy any of the Confidential Information,
except as may be necessary for the conduct of the Company's business. Employee
shall not use Confidential Information except as necessary to perform Employee's
duties as an employee of the Company as provided in this Agreement and in the
Engagement Agreement.

         2. CONFIDENTIAL INFORMATION BELONGING TO THIRD PARTIES. In the event
that Employee has or has had access to any Confidential Information belonging to
any third party, including but not limited to any of Employee's previous
employers, Employee shall hold all such Confidential Information in confidence
and shall comply with the terms of all agreements between Employee or Company
and any third party with respect to such Confidential Information.

         3. EXCEPTIONS. This Agreement does not prevent the use or disclosure by
Employee of information that (a) is required by law to be disclosed, but only to
the extent that such disclosure is legally required, (b) becomes a part of the
public knowledge other than by a breach of an obligation of confidentiality, or
(c) is rightfully received from a third party and neither the Company nor
Employee is obligated to hold such information confidential.

         4. RETURN OF CONFIDENTIAL INFORMATION. Upon the Company's request, and
in any event upon termination of Employee's engagement by the Company for any
reason, Employee shall promptly return to Company all materials in Employee's
possession or control that contain or represent Confidential Information,
including but not limited to documents, drawings, diagrams, flow charts,
computer programs or files, memoranda, notes, and every other medium, and all
copies thereof.

         5. MISCELLANEOUS.

                  (a) EQUITABLE REMEDIES. Employee acknowledges that breach of
         this Agreement would cause Company to suffer irreparable harm for which
         monetary damages would be inadequate compensation. Employee agrees that
         Company will be entitled to an injunction restraining any actual or
         threatened breach of this Agreement, or specific performance, if
         applicable, in addition to any monetary damages.

                  (b) ENGAGEMENT RELATIONSHIP. The relationship between Employee
         and the Company is governed by the Employment Agreement and, as
         applicable, this Agreement.


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<PAGE>

                  (c) ENTIRE AGREEMENT. This Agreement and the Engagement
         Agreement to which this Agreement is attached as an exhibit set forth
         the entire agreement of the parties with respect to the subject matter
         hereof, and supersedes all prior agreements, whether written or oral.

                  (d) WAIVER AND AMENDMENT. This Agreement may be amended only
         by a writing signed by both parties hereto. No oral waiver, amendment
         or modification of this Agreement shall be effective under any
         circumstances. The waiver by the Company of a breach of any provision
         of this Agreement shall not operate or be construed as a waiver of any
         other or subsequent breach of this Agreement by Employee.

                  (e) TERM OF AGREEMENT. This Agreement will remain in force
         during Employee's engagement by the Company and will continue
         thereafter for one year after termination of Employee's engagement by
         the Company.

                  (f) SURVIVAL. The provisions of this Agreement shall survive
         termination or expiration of this Agreement and termination of the
         Engagement Agreement, for any reason, for a period of one year after
         termination of the Term of the Engagement Agreement.

                  (g) SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
         by Employee, but the Company may assign any or all of its rights under
         this Agreement to any affiliate or subsidiary company of the Company,
         so long as the Company remains liable for the performance by that
         affiliate or subsidiary of the payment obligations of the Company
         hereunder. Except as provided in the preceding sentence, this Agreement
         shall be binding upon, and inure to the benefit of, the parties and
         their respective personal representatives, successors and assigns.

                  (h) SEVERABILITY. Should any provision of this Agreement be
         considered unenforceable by a court of law, the remainder of this
         Agreement shall remain in force to the fullest extent permitted by law.

                  (i) GOVERNING LAW. This Agreement shall be governed by and
         interpreted in accordance with the laws of the State of Nevada.
         Employee hereby consents to the personal jurisdiction of the state and
         federal courts located in the State of Nevada in connection with any
         litigation related to this Agreement and agrees that the exclusive
         venue for any such litigation shall be in such courts located in the
         State of Nevada.


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<PAGE>

         IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement on the dates set forth below, to be effective as of the Effective
Date.


                                             PENGE CORP, a Nevada corporation


                                             By: /s/ Kirk Fischer
                                                 -------------------------------
                                             Name: Kirk Fischer
                                             Title: CEO
                                             Date: February 15, 2005



                                             /s/ KC Holmes
                                             -----------------------------------
                                             KC Holmes, Employee
                                             Date: February 15, 2005


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