BIRCH FINANCIAL, INC

                          CONSULTANT AGREEMENT



BIRCH FINANCIAL, INC. a California Corporation whose registered office is

2100 E. Katella Avenue, Suite 265, Anaheim, CA 92806 hereafter referred to

as the COMPANY, and EFCO, INC., 15722 Kadota Street, Sylmar, CA 91342,

hereinafter referred to as the CONSULTANT, in consideration of the mutual

promises made herein, agree as follows:



                       ARTICLE I. TERM OF AGREEMENT



SPECIFIC TERM



            Section 1.01 ( a ) - The Company hereby agrees to hire EFCO,

INC. as Consultant and EFCO, INC. hereby accepts agreement with Company for

a period of one (1) year beginning January 1, 2003.



            Section 1.01 ( b ) - In addition to the term of agreement

specified in Section 1.01 (a), this agreement shall remain in effect until

December 31, 2003 and shall thereafter continue from year to year unless

ninety days prior to the expiration, either party gives notice to the other

that it does not intend to renew this agreement.



            Section 1.01 ( c ) - This consulting agreement remains in effect

so long as the President Efraim Donitz is employed by the consultant and is

available to function in the capacity of Financial Manager.



            Section 1.01  ( d ) - This agreement may be terminated earlier

as hereinafter provided.



               ARICLE II. DUTIES AND OBLIGATIONS OF EFCO, INC.



TITLE AND DESCRIPTION OF DUTIES



            Section 2.01  ( a ) - Consultant shall serve as Financial

Manager of BIRCH FINANCIAL, INC. in that capacity, consultant shall do and

perform all services, acts, things necessary or advisable to fulfill the

duties of a corporate Financial Manager.  However, consultant shall at all

times be subject to the policies and directions established by the Board of

Directors.



LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES



            Section 2.02 ( a ) - Consultant agrees that to the best of their

ability and experience, they will at all times loyally and conscientiously

perform all of the duties and obligations required of them either expressly

or implicitly by the terms of this agreement.  However, both the Company and

the Consultant are aware that proper and conscientious discharge of the

duties of the Consultant hereunder will not require Consultant to devote

their entire productive time, ability and attention during the normal work

day to the business of the Company during the term of this agreement.  In

addition, it is understood by the Company that the Consultant may elect to

spend up to a total six (6) weeks per year, in increments not to exceed four

(4) continuous weeks, out of the geographical area of the agreement and will

not, during these time periods, be available to discharge usual duties.

However, Consultant during these periods, shall make all reasonable efforts

to stay in contact with the Company by telephone to assist in that manner in

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