CONSULTANT AGREEMENT



This consultant engagement agreement ("Agreement") dated the 16th day of

December, 2002 by and between Hugo Ballesteros ("Consultant"), whose address is

31 N. Tejon St., Suite 300, Colorado Springs, CO 80903, and Maximum Dynamics,

Inc. (Company), a Colorado corporation whose address is 2 N. Cascade Avenue,

Suite 1100, Colorado Springs, CO 80903.



         WHEREAS, Consultant assists companies with software engineering,

technology consulting, software design and programming; and,



         WHEREAS, Company wishes to engage the services of Consultant;



         NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the parties hereto agree as follows:



1.       Consultant will assist the Company in connection with its business

         endeavors in the fields of software engineering, software design, and

         other such services that are mutually agreed upon by both parties from

         time to time. This Agreement does not constitute a commitment nor an

         undertaking on the part of Consultant to internally ensure the

         successful development of a commercially viable software system. As

         consultant to the Company, Consultant will assist with the following:

         i.     Software design: Within 30 days from when Consultant receives

                the necessary information about the Company - which shall

                include the current software system, software code, software

                design plan, software design documentation papers and any other

                information requested by Consultant - Consultant shall provide

                the Company with an automation engine that shall compute

                statements all designed in a web-based environment (hereafter

                "Software Component").

         ii.    Software engineering: Consultant agrees to assist the Company

                with creation and testing of the Software Component. Consultant

                will act only as a consultant and it is the responsibility of

                the Company and its affiliates to ensure the proper functioning

                of the software system and Software Component to be developed by

                the Consultant.



2.       The retention by the Company of Consultant as heretofore described

         shall be for a period of not less than four months from the date hereof

         in order to provide Consultant a reasonable opportunity to perform its

         services (as outlined above). Following this four month period, this

         Agreement will automatically renew on a month-to-month basis unless

         terminated by either party upon 30 day advanced written notice.



3.       Any parties introduced to the Company by Consultant, even if declining

         participation hereby, shall be deemed a "Protected Party" and

         thereafter the Company shall not directly deal with the Protected Party

         without the prior written consent of Consultant.



4.       In connection with Consultant's activities on the Company's behalf, the

         Company will cooperate with Consultant and will furnish Consultant with

         all information and data concerning the Company (the "Information"),

         which Consultant deems appropriate and will provide Consultant with

         access to the Company's officers, directors, employees, independent

         accountants, and legal counsel. The Company represents and warrants

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