CONSULTING AGREEMENT

In consideration of the services to be provided by Consultant to the Company hereunder, the Company shall issue 625,000 shares of Privileged World Travel Club, Inc. common stock, in lieu of any cash compensation. In addition, the Company shall reimburse Consultant for reasonable travel and other expenses Consultant incurs in connection with performing the Services. To obtain reimbursement, Consultant shall submit to the President of the Company, or his or her designee, an invoice describing services rendered and expenses incurred under this agreement. Company shall provide any documentation requirements and any travel policy restrictions to consultant in writing in advance, or be foreclosed from relying on such requirements and restrictions to deny reimbursement. The Company shall pay to Consultant invoiced amounts within thirty (30) days after the date of invoice. Company will accommodate Consultant's request to arrange, at Company's expense, for all of Consultant's travel and accommodations to connection with such meetings if they occur outside the San Diego Metropolitan area.

Notwithstanding any other term of this Agreement, Company shall indemnify, defend and hold harmless Consultant, and J.W. Cole, its corporate affiliates, current or future directors, trustees, officers, faculty, employees, students and agents and their respective successors, heirs and assigns (the "Indemnities”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnities or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability).