PLACEMENT CONSULTANT AGREEMENT

THIS AGREEMENT (Agreement) is made as of the 9^th day of March, 2006, by and between EDGEWATER FOODS INTERNATIONAL, INC. (the Company), and, Pais International Trade, Inc. , a New York corporation (the Consultant).

WITNESSETH:

WHEREAS, the Company desires to consider strategic alternatives available to it which include, but are not limited to, issuing and selling equity and/or debt of the Company in the amount of up to $5,000,000.00; and

WHEREAS, the Consultant has offered to assist the Company in the procurement, if necessary, of potential purchasers of the Companys equity and/or debt, and the Company desires to secure the services of the Consultant on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1.

Engagement of Consultant.  

(a)

Appointment.  The Company hereby appoints the Consultant as a non-exclusive consultant to identify potential qualified purchasers of the Companys unregistered restricted equity and/or debt securities (the Consultant Services).  The Consultant, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment.  This appointment shall commence as of the date hereof and end upon the termination of the Agreement in accordance with Section 7 hereof (the Term).

(b)

Outside of Engagement.  Nothing in this Agreement shall be interpreted or construed to constitute the Consultant as the agent or representative of the Company with authority to sell or make offers to sell its securities.  In performance of this Agreement, neither the Consultant nor its affiliates shall take any action or fail to take any action that, either directly or indirectly, would cause any of them to come within the definition of a broker, dealer, agent, sales representative, underwriter or investment advisor, as those terms are defined and/or interpreted under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 or the state securities laws of those jurisdictions in which the Consultant or its affiliates may act to locate financing for the Company, unless such persons are registered as such in all applicable jurisdictions with all required regulatory agencies.

1

(c)

Engagement as Finder.  The efforts of the Consultant shall be confined to introductions as a finder.  The Consultant is not authorized to engage in any negotiations on the Company's behalf and shall have no authority whatsoever to represent the Company in any such negotiations.  The Consultant shall not participate in the preparation of any materials specifically related to a financing, shall not distribute information relating to the Company to any prospective investor until such prospect is approved by the Company, and shall only distribute information with respect to the Company which has been approved by the Company and which does not contain any information other than the amount of financing the Company is seeking and information which may be publicly available.  The Consultant shall not perform any independent analysis of any financing or engage in any due diligence activities.

2.

Representations and Warranties of the Company.  In order to induce the Consultant to enter into this Agreement, the Company hereby represents and warrants to and agrees with the Consultant as follows:

(a)

Accuracy of Information.  All information provided by the Company to the Consultant regarding the Company is complete and correct in all material respects and does not omit any material fact necessary to make such information, in light of the circumstances under which it was delivered, not misleading.  If during the Term, any event occurs or any event known to the Company relating to or affecting the Company and/or the Consultant shall occur as a result of which the information provided to the Consultant becomes incorrect or misleading, the Company shall inform the Consultant of such occurrence within a reasonable period of time.  Nothing in this Agreement shall be interpreted to require the Company to disclose or release to the Consultant any confidential information that the Company, in its sole and exclusive discretion, determines should not be disclosed or released.

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