Ex 10.4


    Exhibit
      10.4

    


    Encinitas
      Financial Center

    580
      2nd
      Street
      Suite 102

    Encinitas,
      California 92024

    Phone:
      (760) 230-2300

    Facsimile:
      (760) 230-2305

    _____________________________________________________________________________________

    


    ADVISORY
      SERVICES AGREEMENT

    


    This
      Advisory Services Agreement (the “Agreement”), is effective as of April
      1, 2005,
      between
      PNG VENTURES, INC., a Nevada Corporation (hereinafter referred to as the
“Company” or “PNG”) and JAMES B. PANTHER II (the “Consultant”), an individual
      Consultant is a Managing Director of Business Consulting Group Unlimited,
      Inc.

    


    WHEREAS,
      the
      Company requires the Services (as defined herein) and as set forth herein;
      

    


    WHEREAS,
      Consultant is qualified to provide the Company with the Services and is desirous
      to perform such Services for the Company; and

    


    WHEREAS,
      the
      Company wishes to induce Consultant to provide the Services and wishes to
      contract with the Consultant regarding the same and compensate Consultant in
      accordance with the terms herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants hereinafter stated, it is agreed as
      follows:

    


    1. APPOINTMENT.

    


    The
      Company hereby engages Consultant and Consultant agrees to render the Services
      to the Company as a consultant upon the terms and conditions hereinafter set
      forth.

    


    2. TERM.

    


    Subject
      to Section 8(a), the term of this Consulting Agreement shall begin as of the
      date of this Agreement, and shall terminate on December 31, 2005 (hereinafter,
      the “Term”). 

    


    3. SERVICES.

    


    During
      the term of this Agreement, Consultant shall provide the Company with the
      following “Services.” Services shall be limited to making recommendations and
      offering advice to the Company’s Officers, Directors and other key Company
      personnel. As offsite advisors, Consultant will rely upon the Company’s
      management to, in the Company’s sole discretion, accept or reject its
      recommendations. Under no circumstances, even in the event that Consultant
      is to
      perform onsite analysis, shall Consultant be responsible for making any
      decisions on behalf of the Company.

    


    a. Company
      wishes for Consultant to specifically assist it in the reorganization of various
      debts on the Company’s balance sheet. Additionally and more generally, Company
      is desirous of Consultant to:

     

    (i) Advise
      internal management, with particular focus on strategic planning, organizational
      and corporate structure, and overall business analysis with the ultimate goal
      of
      preparing the company for capital market investor due diligence;

    


    (ii) Advise
      the Company in regard to the size of any offering of the Company’s securities
      and the structure and terms of the offering in light of the current market
      environment and the Company’s existing capital structure
      limitations;

    


    (iii) Work
      with
      the Company to develop a long-term growth, capital structure and financing
      strategy.

     

    b. Consultant
      agrees to provide the Services on a timely basis via: meetings with Company
      representatives which may include other professionals; conferences calls with
      Company representatives and other professionals; and/or written correspondence
      and documentation. Consultant cannot guarantee the results on behalf of the
      Company, but shall pursue all avenues that it deems reasonable through its
      network of contacts.

    


    4. COMPENSATION. In
      connection with this Agreement, the foregoing shall be referred to as
“Compensation.” All Compensation due to be delivered and/or paid to Consultant
      pursuant to this Agreement shall be deemed completely earned, due, payable
      and
      non-assessable as of the date the Compensation is due to or vested in
      Consultant. Compensation shall consist of the following fees:

    


    a. $10,000
      per month during the Term of this Agreement.

    


    5. REPRESENTATIONS
      AND WARRANTIES OF COMPANY.

    


      The
      Company hereby represents, warrants and agrees as follows:

      

    a. This
      Agreement has been authorized, executed and delivered by the Company and, when
      executed by the Consultant will constitute the valid and binding agreement
      of
      the Company enforceable against the Company in accordance with its terms, except
      as enforcement thereof may be limited by bankruptcy, insolvency or
      reorganization, moratorium or other similar laws relating to or affecting
      creditors’ rights generally or by general equitable principles. 

      

    b. The
      financial statements, audited and unaudited (including the notes thereto)
      provided to Consultant, (the “Financial Statements”), will present fairly the
      financial position of the Company as of the dates indicated and the results
      of
      operations and cash flows of the Company for the periods specified. Such
      Financial Statements will be prepared in conformity with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      involved except as otherwise stated therein. 

    


    c. The
      Company is validly organized, existing and with active status under the laws
      the
      State of Idaho.

    


    d. The
      securities to be issued to Consultant, if any, have all been authorized for
      issuance and when issued, delivered and tendered to the Consultant by the
      Company will be validly issued, fully paid and non-assessable.

      

    e. Since
      date of the most recent of the Financial Statements, there has not been any
      (A)
      material adverse change in the business, properties, assets, rights, operations,
      condition (financial or otherwise) or prospects of the Company, (B) transaction
      that is material to the Company, except transactions in the ordinary course
      of
      business, (C) obligation that is material to the Company, direct or contingent,
      incurred by the Company, except obligations incurred in the ordinary course
      of
      business, (D) change that is material to the Company or in the common shares
      or
      outstanding indebtedness of the Company, or (E) dividend or distribution of
      any
      kind declared, paid, or made in respect of the common shares. 

    


    f. The
      Company shall be deemed to have been made a continuing representation of the
      accuracy of any and all facts, material information and data which it supplies
      to Consultant and acknowledges its awareness that Consultant will rely on such
      continuing representation in disseminating such information and otherwise
      performing its advisory functions. Consultant in the absence of notice in
      writing from the Company, will rely on the continuing accuracy of material,
      information and data supplied by the Company. Consultant represents that he
      has
      knowledge of and is experienced in providing the aforementioned
      services.

    


    6. INDEMNIFICATION. 
      The
      Company agrees to indemnify the Consultant and hold it harmless against any
      losses, claims, damages or liabilities incurred by the Consultant, in connection
      with, or relating in any manner, directly or indirectly, to the Consultant
      rendering the Services in accordance with the Agreement, unless it is determined
      by a court of competent jurisdiction that such losses, claims, damages or
      liabilities arose out of the Consultant’s breach of this Agreement, sole
      negligence, gross negligence, willful misconduct, dishonesty, fraud or violation
      of any applicable law. Additionally, the Company agrees to reimburse the
      Consultant immediately for any and all expenses, including, without limitation,
      attorney fees, incurred by the Consultant in connection with investigating,
      preparing to defend or defending, or otherwise being involved in, any lawsuits,
      claims or other proceedings arising out of or in connection with or relating
      in
      any manner, directly or indirectly, to the rendering of any Services by the
      Consultant in accordance with the Agreement (as defendant, nonparty, or in
      any
      other capacity other than as a plaintiff, including, without limitation, as
      a
      party in an interpleader action). The Company further agrees that the
      indemnification and reimbursement commitments set forth in this paragraph shall
      extend to any controlling person, strategic alliance, partner, member,
      shareholder, director, officer, employee, agent or subcontractor of the
      Consultant and their heirs, legal representatives, successors and assigns.
      The
      provisions set forth in this Section shall survive any termination of this
      Agreement.

    


    7. COMPLIANCE
      WITH SECURITIES LAWS.
      The
      Company understands that any and all compensation outlined in this Agreement
      shall be paid solely and exclusively as consideration for the aforementioned
      consulting efforts made by Consultant on behalf of the Company as an independent
      contractor. The Parties to be performing the services outlined in this Agreement
      are natural persons. Consultant has been engaged to provide the Company with
      traditional “public company” business, technical and related business services.
      Consultant’s engagement does not involve the marketing of any Company securities
      nor is Consultant being hired to raise money for the Company.

    


    8. MISCELLANEOUS.

    


    a. Termination:
      This
      Agreement may be terminated by either Party for any reason at any time
      (hereinafter referred to as a “Termination”). 

    


    b. Modification:
      This
      Agreement sets forth the entire understanding of the Parties with respect to
      the
      subject matter hereof. This Agreement may be amended only in writing signed
      by
      both Parties.

    


    c. Notices:
      Any
      notice required or permitted to be given hereunder shall be in writing and
      shall
      be mailed or otherwise delivered in person to the Parties at the addresses
      set
      forth above.

    


    d. Waiver:
      Any
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate as or be construed to be a waiver of any other breach of that provision
      or of any breach of any other provision of this Agreement. The failure of a
      party to insist upon strict adherence to any term of this Consulting Agreement
      on one or more occasions will not be considered a waiver or deprive that party
      of the right thereafter to insist upon adherence to that term of any other
      term
      of this Consulting Agreement.

    


    e. Assignment:
      Compensation under this Agreement is assignable at the sole discretion of the
      Consultant.

    


    f. Severability:
      If any
      provision of this Agreement is invalid, illegal, or unenforceable, the balance
      of this Consulting Agreement shall remain in effect. If any provision is
      inapplicable to any person or circumstance, it shall nevertheless remain
      applicable to all other persons and circumstances. If any compensation provision
      is deemed unenforceable or illegal, then in the case of the delivery of common
      stock to the Consultant, Consultant shall be entitled to receive a cash benefit
      equal to the value of the common stock that would have been tendered had such
      a
      provision not been illegal or unenforceable.

    


    g. Arbitration:
      Any
      dispute or other disagreement arising from or out of this Agreement shall be
      submitted to arbitration under the rules of the American Arbitration Association
      and the decision of the arbiter(s) shall be enforceable in any court having
      jurisdiction thereof. Arbitration shall occur only in San Diego County, CA.
      The
      interpretation and the enforcement of this Agreement shall be governed by
      California Law as applied to residents of the State of California relating
      to
      contracts executed in and to be performed solely within the State of California.
      

    


    h. Governing
      Law:
      The
      subject matter of this Agreement shall be governed by and construed in
      accordance with the laws of the State of California (without reference to its
      choice of law principles), and to the exclusion of the law of any other forum,
      without regard to the jurisdiction in which any action or special proceeding
      may
      be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION
      AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY OF SAN DIEGO,
      CALIFORNIA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH,
      OR
      BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS
      AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
      CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT,
      EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO
      TRIABLE. If it becomes necessary for any party to institute legal action to
      enforce the terms and conditions of this Agreement, the prevailing party shall
      be awarded reasonable attorneys fees, expenses and costs.

    


    i. Specific
      Performance:
      The
      Company and the Consultant shall have the right to demand specific performance
      of the terms, and each of them, of this Agreement.

    


    j. Execution
      of the Agreement:
      The
      Company, the party executing this Agreement on behalf of the Company, and the
      Consultant, have the requisite corporate power and authority to enter into
      and
      carry out the terms and conditions of this Agreement, as well as all
      transactions contemplated hereunder. All corporate proceedings have been taken
      and all corporate authorizations and approvals have been secured which are
      necessary to authorize the execution, delivery and performance by the Company
      and the Consultant of this Agreement. This Agreement has been duly and validly
      executed and delivered by the Company and the Consultant and constitutes a
      valid
      and binding obligation, enforceable in accordance with the respective terms
      herein. Upon delivery of this Agreement, this
      Agreement, and the other agreements and exhibits referred to herein, will
      constitute the valid and binding obligations of Company,
      and
      will be enforceable in accordance with their respective terms. Delivery may
      take
      place via facsimile transmission.

    


    k. Joint
      Drafting and Reliance on Independent Counsel.
      This
      Agreement shall be deemed to have been drafted jointly by the Parties hereto,
      and no inference or interpretation against any one party shall be made solely
      by
      virtue of such party allegedly having been the draftsperson of this Agreement.
      The Parties have each conducted sufficient and appropriate due diligence with
      respect to the facts and circumstances surrounding and related to this
      Agreement. The Parties expressly disclaim all reliance upon, and prospectively
      waive any fraud, misrepresentation, negligence or other claim based on
      information supplied by the other Party, in any way relating to the subject
      matter of this Agreement. Company
      was apprised that Consultant is a business partner of Mark L. Baum, Esq.
      (“Baum”), owner of The Baum Law Firm, PC, SEC legal counsel to the Company. As
      such, there is an inherent conflict of interest in Baum providing legal advisory
      services related to this Agreement. Pursuant to the California Rules of
      Professional Conduct, Company was advised by Baum to have independent legal
      counsel review the Agreement prior to its execution by the Company. The Company
      did in fact take advantage of the advice of legal counsel other than Baum prior
      to executing this Agreement.  

    


    l. Acknowledgments
      and Assent.
      The
      Parties acknowledge that they have been given at least ten (10) days to consider
      this Agreement and that they were advised to consult with an independent
      attorney prior to signing this Agreement and that they have in fact consulted
      with counsel of their own choosing prior to executing this Agreement. The
      Parties may revoke this Agreement for a period of three (3) days after signing
      this Agreement, and the Agreement shall not be effective or enforceable until
      the expiration of this three (3) day revocation period. The Parties agree that
      they have read this Agreement and understand the content herein, and freely
      and
      voluntarily assent to all of the terms herein.

    


    m. Exhibits.
      Exhibit
      A.

    


    SIGNATURE
      PAGE

    


    IN
      WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
      date
      first above written.

    


    


    
      	
              PNG
                VENTURES, INC.

               

               

               

              _________________________________

              By:
                Mark L. Baum

              Its:
                President

            	
              JAMES
                B. PANTHER II

               

               

               

              ___________________________________

              By:
                James B. Panther, II

            


    

    


    


    


    A
      FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL
      OF THE SAME.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A: 

    SPECIMEN
      BOARD OF DIRECTORS RESOLUTION