CONSULTING SERVICES AGREEMENT



THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated

as of October 17, 2001, between Blue Star Coffee, Inc., a

Nevada corporation (the "Company"), and Stephen Brock

("Consultant"), an individual.



WITNESSETH:



WHEREAS, Company desires to retain Consultant to consult and

advise the Company, and Consultant is willing to provide

such services:



NOW, THEREFORE, in consideration of the mutual undertakings

contained herein, the parties agree as follows:

Consulting Arrangement. The Company hereby engages

Consultant as an independent contractor and not as an

employee, to render consulting services to the Company as

hereinafter provided and Consultant hereby accepts such

engagement for a period commencing on October 17, 2001 and

ending on the October 14, 2002. Consultant agrees that

Consultant will not have any authority to bind or act on

behalf of the Company. Consultant shall at all times be an

independent contractor hereunder, rather than an agent,

coventurer, employee or representative of the Company.  The

Company hereby acknowledges and agrees that Consultant may

engage directly or indirectly in other businesses and

ventures and shall not be required to perform any services

under this Agreement when, or for such periods in which, the

rendering of such services shall unduly interfere with such

other businesses and ventures, providing that such

undertakings do not completely preempt Consultant's

availability during the term of this Agreement. Neither

Consultant nor his employees will be considered by reason of

the provisions of this Agreement or otherwise as being an

employee of the Company or as being entitled to participate

in any health insurance, medical, pension, bonus or similar

employee benefit plans sponsored by the Company for its

employees. Consultant shall report all earnings under this

Agreement in the manner appropriate to its status as an

independent contractor and shall file all necessary reports

and pay all taxes with respect to such payments.



                          Services



1. Subject to the terms and conditions of this Agreement,

the Company hereby engages the Consultant, and Consultant

hereby accepts the engagement, to provide advice, analysis

and recommendations (the "Services") to the Company with

respect to the following:



A. Identifying prospective strategic partners and strategic

   alliances;



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B. Corporate planning, strategy and negotiations with

   potential strategic business partners and/or other general

   business consulting needs as expressed by Client;



C. Business development and business advertising, including

   coordinating live events;



D. Due diligence processes and capital structures and filing

   issues;



E. Business strategies;



F. Corporate imaging advertising including print, online and

   multimedia mediums;



G. Development of business compensation policies;



H. Periodic reporting as to developments concerning the

   industry which may be relevant or of interest or concern to

   the Client or the Client's business;



I. Developing and managing Strategic Planning issues;



J. Providing Project Management services for various

   projects;



K. Assisting in the management of other outsource vendors;

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