Preview | Consulting Agreement |

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective as of September 17, 2004, (the Effective Date) by and between CeriStar, Inc., a Delaware corporation, (the Company), whose address is 50 West Broadway, Suite 1100, Salt Lake City, Utah 84101 and Castlegate Group, Ltd., a Hong Kong corporation, (the Consultant), whose address is 4002a, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

Recitals

A. The Company wishes to engage the services of the Consultant to advise and consult with the Company on certain business and financial matters as set forth in this Agreement.

B. The Consultant has extensive experience in investment banking, business and financial consulting, and entrepreneurial executive management. As a result, the Consultant has the expertise to advise and assist the Company in developing a successful business plan, and in evaluating businesses that may be likely candidates to strategically partner with the Company.

C. The Company wishes to engage the services of the Consultant as an independent contractor to advise and consult with it with respect to (i) developing a successful business plan, (ii) exploring strategic alliances, partnering opportunities and other cooperative ventures, (iii) evaluating possible acquisition and strategic partnering candidates, and marketing opportunities for the Company, (iv) the Companys business development activities, including major geographic and service expansion plans, (v) the Companys merger and acquisition strategies, including the evaluation of targets and the structuring of transactions; (vi) the Companys employee relations; and (vii) the Companys marketing strategy; all on the terms and subject to the conditions set forth in this Agreement.

D. The Consultant is willing to accept such engagement, on the terms set forth in this Agreement.

Now therefore, in consideration of the foregoing recitals and the mutual covenants and obligations contained in this Agreement, including the payment of fees and other good and valuable consideration contained herein, the parties agree as follows:

1. Engagement.

1.1. Engagement. The Company hereby engages the Consultant to perform the Services, as defined and set forth in paragraph 1.4, for the Term as defined and set forth in paragraph 1.2, and the Consultant hereby accepts this engagement, on the terms and subject to the conditions set forth in this Agreement

1.2. Term. The term of the Consultants engagement under this Agreement shall be for the period beginning on the Effective Date and ending when terminated as provided in paragraph 4 below.

1.3. Relationship. The relationship between the Company and the Consultant created by this Agreement is that of independent contractors, and the Consultant is not and shall not be deemed to be an employee of the Company for any purpose.

1.4. Services. The following services (the Services) shall be rendered, from time to time by the Consultant during the Term, as the Company may request, solely for the Companys benefit and not for the benefit of any third party:

(a) Assist management with the development of a successful business plan for the Company.

(b) Explore strategic alliances, partnering opportunities and other cooperative ventures for the Company within and without the Companys present industry focus.

(d) Evaluate the Companys business development activities, including major geographic and service expansion plans.

(e) Evaluate the Companys merger and acquisition strategies, including the evaluation of targets and the structuring of transactions.

(f) Evaluate the Companys employee relations.

(g) Evaluate the Companys marketing strategy.

(h) Advise and consult with the Companys board of directors (the Board) and executive officers with respect to any of the above described matters.

1.5. No Capital Raising Services. The Services do not include consulting with or advising or assisting the Company, in any manner (i) in connection with the offer or sale of securities in any capital-raising transaction, or (ii) to directly or indirectly promote or maintain a market for any of the Companys securities.

1.6. No Investment Advisory or Brokerage Services; No Legal Services. The Services do not include requiring the Consultant to engage in any activities for which an investment advisors registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a brokers or dealers registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law. Consultants work on this engagement shall not constitute the rendering of legal advice, or the providing of legal services, to the Company. Accordingly, Consultant shall not express any legal opinions with respect to any matters affecting the Company. Consultants work on this engagement shall not consist of effecting transactions in the Companys securities and Consultant shall not provide any securities broker-dealer services to the Company.

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