ADVISORY AGREEMENT





         THIS ADVISORY AGREEMENT ("Agreement") is made this 14th day of February

2003, by and between Gary W. Zinn, doing business as MediaOne a California sole

proprietorship ("Advisor") and U.S. West Homes Inc., a Nevada corporation (the

"Company").



         WHEREAS, Advisor and Advisor's Personnel (as defined below) have

experience in evaluating and effecting mergers and acquisitions, supervising

corporate management, and in performing general administrative duties for

publicly-held companies and development stage investment ventures; and



         WHEREAS, the Company desires to retain Advisor to advise and assist the

Company in its development on the terms and conditions set forth below.



         NOW, THEREFORE, in consideration of the mutual promises, covenants and

agreements contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the Company and Advisor

agree as follows:



1.       ENGAGEMENT



         The Company hereby retains Advisor, effective the date hereof and

         continuing until termination, as provided herein, to assist the Company

         in it's effecting the purchase of businesses and assets relative to its

         business and growth strategy (the "Services"). The Services are to be

         provided on a "best efforts" basis directly and through others employed

         or retained and under the direction of Advisor ("Advisor's Personnel");

         PROVIDED, HOWEVER, that the Services shall expressly exclude all legal

         advice, accounting services or other services which require licenses or

         certification which Advisor may not have.



2.       TERM



         This Agreement shall have an initial term of ninety (90) days (the

         "Primary Term"). At the conclusion of the Primary Term this Agreement

         will automatically be extended on a month to month basis (the

         "Extension Period") unless Advisor or the Company shall serve written

         notice on the other party terminating the Agreement. Any notice to

         terminate given hereunder shall be in writing and shall be delivered at

         least thirty (30) days prior to the end of the Primary Term or any

         subsequent Extension Period.



3.       TIME AND EFFORT OF ADVISOR



         Advisor shall allocate time and Advisor's Personnel as it deems

         necessary to provide the Services. The particular amount of time may

         vary from day to day or week to week. Except as otherwise agreed,

         Advisor's monthly statement identifying, in general, tasks performed

         for the Company shall be conclusive evidence that the Services have

         been performed. Additionally, in the absence of willful misfeasance,

         bad faith, negligence or reckless disregard for the obligations or

         duties hereunder by Advisor, neither Advisor nor Advisor's Personnel

         shall be liable to the Company or any of its shareholders for any act

         or omission in the course of or connected with rendering the Services,

         including but not limited to losses that may be sustained in any

         corporate act in any subsequent Business Opportunity (as defined

         herein), on behalf of the Company, or financing transaction where the

         Company provides capital for an interest or rights to a particular

         Business Opportunity, or any financial restructuring undertaken by the

         Company as a result of advice provided by Advisor or Advisor's

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC