CONSULTING AGREEMENT

1.01

Contractor shall serve Company by providing oversight on all aspects of business involving the marketing of the Kathy Hilton brand to include consultation on marketing, visual and audio productions and help with employee recruitment and dismissals. Such oversight shall not include the day-to-day management of Company.

1.02

Contractor shall comply with all applicable association, local, state, and federal laws, ordinances, rules, regulations and codes.

Contractor shall notify Company promptly of any existing or possible litigation, which may be brought against Contractor regarding the services provided to Company.

2.01

Company shall pay Contractor fifteen thousand dollars ($15,000.00) per month for six months, commencing with the execution of the Agreement.

Term. The date of commencement of this Agreement shall be on the Effective Date first set forth above. Company shall re-evaluate the performance of the Contractor at the end of the first six months and every six months thereafter at which time Parties shall mutually determine whether to extend the term of the contract. Contractor reserves the right to renew or renegotiate the terms of the Agreement or terminate at the end of every six month.

3.02

Immediate Right to Terminate. Company shall have the right to immediately terminate this Agreement by giving written notice to Contractor in the event that the Contractor does any of the following:

A.

Files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if Contractor discontinues or dissolves its business.

B.

Makes any change in the current management of Contractor that, in the opinion of the Company, would substantially impair Company’s rights under this Agreement. Contractor has disclosed its current engagement as the principals of Reliant International Media, LLC and the possibility of mergers and acquisitions in the future that shall not be a cause for Company to terminate.

C.

Engages in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever.

3.03

Company’s right to terminate this Agreement pursuant to Section 3.02 shall not extinguish Company’s obligation to pay Contractor the compensation for the duration of the Term, six months.

3.04

Termination of Rights. On the termination of this Agreement, all obligations of the parties hereunder shall terminate, except for rights to payments accrued prior to such termination and the provisions applicable after termination.

4.01

Contractor shall release, defend, indemnify, and hold Company and its parent, affiliates, subsidiaries, officers, directors, agents, owners, employees, trustees, successors and assigns harmless with respect to any claims, actions, causes of action, damages, fines, expenses, court costs, attorney fees, liability damage or judgment suffered by Contractor or his agents, resulting from or attributable to any breach of Contractor’s or his agent’s responsibilities, representations and warranties herein and/or all negligent acts or omissions of Contractor or his agents contained herein.

4.02

Company shall indemnify Contractor against all claims resulting from any footage and contents of the footage to include but not limit to testimonials and the persons providing such testimonials or any research and information provided by Company.

4.03

These indemnification obligations shall survive termination of this Agreement.

5.01

Contractor recognizes that it may be necessary for Contractor to receive Confidential or Proprietary Information with regard to this Agreement. This Confidential and Proprietary Information has been compiled by the Company at great expense and over a great amount of time. The Confidential and Proprietary Information is the sole and exclusive property of the Company. In performing the services under this Agreement, Contractor may be provided or may otherwise come into the possession of proprietary information, customer databases, customer leads, customer information, product and service information, and other confidential information regarding the business and services of Company (hereinafter, the “Confidential Information”) all of which are valuable to Company or are required by law or good business practices to be held confidential. Contractor agrees to receive, hold and treat all Confidential Information received from Company as confidential and secret and agrees to use its best efforts to protect the confidentiality and secrecy of such Confidential Information. Contractor agrees to only divulge Confidential Information to its employees who are required to have such knowledge in connection with the performance of their obligations under this Agreement, and Contractor shall not disclose, directly or indirectly, any Confidential Information whatsoever, including without limitation, for its own benefit or any third party’s benefit. Confidential Information does not include information which (i) was or becomes generally available to the public, (ii) was or becomes available on a non-confidential basis, provided that the source of such information was not bound by a confidentiality agreement in respect thereof, (iii) was within Contractor’s possession prior to being furnished by or on behalf of Company, provided that the source of such information was not bound by a confidentiality agreement in respect thereof, or (iv) the information is a duplication of materials that Contractor already possesses.

5.02

The provisions of Section 6.01 shall also apply to Company in regards to any confidential information regarding the business and services of Contractor in all aspects as set forth in Section 6.01.

5.03

Upon termination of this Agreement, Contractor shall return all copies of Confidential Information, return all original documents and publicity materials within five (5) days after this Agreement terminates.

5.04

The terms and conditions of this Agreement shall be considered Confidential Information and shall not be revealed to another party until two (2) years on or after the date of termination. Additionally, Contractor agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the Company for any purpose other than for the performance of the rights and obligations hereunder during the terms of this Agreement and for a period of two (2) years thereafter, without prior written consent of the disclosing party. Contractor further agrees that Confidential Information shall remain the sole property of the Company and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees.

8.01

Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing between the parties hereto with respect to the terms and conditions of this Agreement, and contains all of the covenants and agreements between the parties with respect to same. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto.

8.02

No Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times under this Agreement.

8.03

Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

Notice.  Each notice, request or demand given or required to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if deposited in the United States mail, First Class, postage pre-paid, and addressed to the address of the intended recipient set forth below, or to such other address as may be specified in this Agreement or in writing by the parties:

/s/ Tim Harrington

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Tim Harrington, President