CONSULTING AGREEMENT

Term. This agreement shall be deemed effective as of January 18, 2006 and continue in force until June 30, 2006, unless either party terminates the agreement upon 30 days prior written notice.

Payment by Company. (a) As consideration for its services, Company shall pay to Consultant a consulting fee of $100 per hour for services rendered by John Simmons plus reasonable travel and other expenses which shall be payable monthly within 14 days of month end. Consultant agrees to make John Simmons available for a minimum of 80 hours per month and will obtain written approval if its personnel will render more than 120 hours of service in any calendar month. Simultaneously with the execution of this Agreement, the Company will also issue to the Consultant ten-year warrants to purchase 300,000 shares of the Company’s common stock. The exercise price for each warrant shall be the lower of $3.00, the closing price on the day five business days immediately prior to the date of this Agreement or the average closing price for the 30 trading days ending five business days immediately prior to the date of this Agreement, and all such warrants will immediately vest. All such warrants shall be transferable by the Consultant and may be exercised from time to time prior to their expiration. The warrants shall contain a customary cashless exercise feature. The warrants and the shares underlying the warrants shall be covered by a registration statement filed no later than March 15, 2006; provided however, if the Company files a registration statement after the date of this Agreement but prior to March 15, 2006 (the "Prior Registration Statement") then such warrants and shares shall be included in the Prior Registration Statement, (b) At the beginning of each subsequent quarter (starting April 1, 2006), the Company shall issue options under the same terms and conditions as set forth above (with the exception of pricing) to purchase 150,000 shares of the Company’s common stock to Simmons. On April 1, 2006, the exercise price of one-half of the options (i.e. for 75,000 shares) will be determined in the same method as the exercise price for the warrants for 300,000 shares above and the remaining options, as well as subsequent quarter grants of options for the entire 150,000 shares beginning July 1, 2006, will be priced at the lower of: (i)  the closing price on the day five business days immediately prior to the first business day of the quarter or (ii) the average closing price for the 30 trading days ending five business days prior to the first business day of the quarter. The options shall contain a customary cashless exercise feature. The shares underlying all of such options shall be covered by a registration statement on Form S-8.

Duties. Subject to the terms and conditions of this Agreement, Company engages Consultant to provide mutually agreed upon consulting and related services concerning accounting, finance, computer and other information systems, business strategies, administration and such other mutually agreed upon matters as are within the scope of Consultant’s expertise or experience. See Addendum I for a representative list of duties to be performed by Consultant. All of such services will be merely advisory in nature. The Company shall make all decisions as to whether to implement such advice.

No Agency. Consultant shall have no authority to enter into any contracts or agreements binding upon Company, or to create any other obligations on the part of Company.

Attorney’s Fees and Costs. In the event of any litigation arising out of or with respect to this Agreement, the non-prevailing party shall pay the costs of the prevailing parties including their reasonable attorneys’ fees incurred in connection therewith through and including the costs of any appeals and appellate costs relating thereto, and the reasonable attorneys’ fees and costs incurred in connection with any bankruptcy or collection proceeding.

Termination. This Agreement will terminate as outlined in paragraph 1 above.

Notices. All notices under this Agreement shall be in writing and shall be hand delivered or sent certified or registered mail, return receipt requested, postage prepaid, and addressed to the party for whom it is intended as follows:

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any claim or dispute arising out of, connected with, or in any way related to this Agreement. Any dispute arising out of or related to this Agreement shall be submitted to arbitration in Washington, D.C. before a single arbitrator (the "Arbitrator") selected in accordance with the rules and procedures of the American Arbitration Association, as the exclusive remedy of such dispute; provided, however, the provisional injunctive relief may, but not need be, sought in any court of law having jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court will remain effective until the matter is finally determined by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including permanent injunctive relief or specific performance, or both, and the Arbitrator is under this Agreement empowered to award such relief. Any award or relief granted by the Arbitrator shall be final and binding on the Parties and may be enforced by any court having jurisdiction. The costs of such arbitration shall be apportioned in the Arbitrator's sole discretion, based upon the success of the Parties' claims.

Shares. None of the shares underlying the options and warrants granted pursuant to Section 2 of this Agreement may be sold prior to August 1, 2006.