{SEQUENCE}6

                              CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective

the date it is signed by the last to sign as set forth below by and between

Optima Ventures, Inc. (the "Consultant") whose principal place of business is,

Houston, Texas and AuGRID Corporation (the "Client") whose principal office

address is 2275 E 55th Street - II Floor, Cleveland, Ohio 44103



         Whereas, Client is a private corporation which is engaged in the

business of high-tech flat panel devices; and



         WHEREAS, Consultant is in the business of providing services for the

location of corporations publicly traded, and arranging for mergers with such

companies; and



         WHEREAS, the Client deems it to be in its best interest to retain

Consultant to render to the Client services as may be needed; and



         WHEREAS, Consultant is ready, willing and able to render such

consulting and advisory services to the Client as hereinafter described on the

terms and conditions more fully set forth below, the parties hereby agree:



         1. CONSULTING SERVICES. The Client hereby retains the Consultant as an

independent business consultant to the Client, and the Consultant hereby accepts

and agrees to such retention. The Consultant shall render to the Client the

services as set forth in Exhibit "A" attached hereto and by reference

incorporated herein.



         It is acknowledged and agreed by the client that Consultant carries no

professional .licenses, and is not agreeing to act as a market-maker or render

legal advice, perform accounting services, nor act as an investment advisor or

broker-dealer within the meaning of applicable state and federal securities

laws. It is further acknowledged and agreed by the Client that the services to

be provided to the Client hereunder are presently not contemplated to be

rendered in connection with the offer and sale of Securities to the public in a

capital raising transection, although Client may request services of Consultant

upon that subject. The Consultant shall not be required to serve Client

exclusively, nor shall Consultant be required to render any specific number of

hours or assign specific personnel to the Client or its projects.



         2. INDEPENDENT CONTRACTOR The parties agree that Consultant shall be an

independent contractor in the performance of its duties hereunder. Nothing

contained herein shall be considered as creating an employer-employee

relationship between the parties to this Agreement. The Client shall not make

social security, workers' compensation or unemployment insurance payments on

behalf of Consultant. The parties hereto acknowledge and agree that Consultant

cannot guarantee the results or effectiveness of any of the services rendered or

to be rendered by Consultant hereunder. Rather, Consultant shall conduct its

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