Consulting Agreement with Phillip Johnston

This Contract of Engagement dated and effective this 7th day of February ,2008 by and between Philip Johnston, CA (hereinafter referred to as The Consultant), and Interactive Games, Inc (hereinafter referred to as The Client).

I.  The Client desires to obtain consulting services from The Consultant as more particularly described herein (“Scope of Services and Manner of Performance”).

II. The Consultant is in the business of providing such consulting services and has agreed to provide the services on the terms and conditions set forth in this agreement.

Now, therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, The Consultant and The Client hereby agree as follows:

2.     Manner of performance.  It is intended that The Consultant will provide research and sales materials on the company and distribute company material to potential business partners and strategic alliances who The Consultant determines in its sole discretion, are capable of purchasing or marketing the Client’s products or may be a potential acquisition partner for The Client.  The Consultant will also advise The Client concerning business development matters relating to its business.  The Consultant will act upon The Client’s behalf with existing customers and business alliances.  The Consultant will focus on contracting persons, generally though conventional communications in order to familiarize them with information concerning The Client.  Additionally, The Consultant shall be available for advice and counsel to the officers and directors of The Client at such reasonable and convenient times and places as may be mutually agreed upon.  Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time allocated by the Company, shall be determined at the sole discretion of The Consultant.

3.      Status of Consultant.  The Consultant shall act as an independent Consultant and not as an agent or employee of The Client and The Consultant shall make no representation as an agent or employee of The Client.  The Consultant shall furnish insurance and be responsible for all taxes as an independent Consultant.  The Consultant shall have no authority to bind The Client or incur other obligations on behalf of The Client.  Likewise, The Client shall have no authority to bind on incur obligations on behalf of The Consultant.

6.       Indemnification.  The Client agrees to indemnify and hold harmless The Consultant against any losses, claims, damages, liabilities and/or expenses (including any legal or other expenses reasonably incurred in investigating or defending any action or claim in respect thereof) to which The Consultant is willing and capable of providing services on a “Best Efforts” basis.  Payment by The Client to The Consultant is irrevocable and irreversible.

This agreement shall be interpreted accordance with laws of Ontario,  Canada.  This agreement and attached schedules constitutes the entire contract of the parties with respect to the matters addressed herein and no modifications of this agreement shall be enforceable unless in writing signed by both The Consultant and The Client.  This agreement is not assignable by either party without the consent of the other.