STAR CAR WASH EQUIPMENT IS YOUR CONSULTING SERVICES

Consulting

For ON SITE CONSULTING SERVICES

Basic Fee: $150 per Hour or $1000 per day plus Expenses.

Expenses Includes Airfare by coach, meals @ $50 per day, cab fare,

& motel @$75 per day.

For REMOTE CONSULTING SERVICES

Basic Fee: $100 per Hour with deposit in advance.

All postage, telephone, E-Mail, & Fax costs are included in the fee.

Consulting Agreement

This Consulting Agreement ("Agreement"), made and entered into this ___ of _________, 2006, by and between [name of business] (the "Company"), and Winning Advantage Enterprises, L.L.C. (the "Consultant"),

WITNESSED

WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.

NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:

1. Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include Consultant's advice, counsel and assistance to be furnished at the reasonable request of the Company from time to time in connection with the following:

Assess the locations site potential for a successful.

Determine the best operating concept based on the locations demographics and other developed information. Decide which profit centers would work well on the property.

Determine what building configuration is needed to best suit the existing property to maximize car counts for profit centers.

Determine the best physical layout of equipment, inventory, and other necessary materials for the business and/or additional profit centers.

Provide an on-site optimization plan to maximize traffic flow between the car and other profit centers.

Provide pro-forma Excel spread sheet (generic – can be used by Customer to develop income and expense projections for their project)

Provide copy of generic business plan to be used in developing Customers own business plan

2. Consultant's Duties. Consultant will make himself available for general consultation at all reasonable times by telephone or correspondence for a period of three months, and can be available at the Company's premises from time to time based on deciding on a mutually-agreed date. The Company will pay for all travel and transportation charges incurred by Consultant and pay a per diem of $150 per hour or $1,000 per day plus expenses. The Company also agrees to pay expenses including airfair by coach, meals at $50 per day, cab fare and motel expenses at $75 per day. The Company agrees to give Consultant reasonable notice of what Services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested.

3. Compensation for Services. The Company agrees to pay to Consultant the following fees (collectively, the "Fee"):

(a) Upon signing of this agreement, Customer agrees to pay Company $5,000. This amount is be used as a credit to The Customers account. The Customers charges will be deducted from the initial deposit and any remaining amounts are to be reimbursed back to The Customer upon completion or the consulting service. It should be noted that a minimum of $1,000 is non-refundable.

(b) at the end of the first three month period, the Customer agrees to pay for each hour (including fractions thereof) of services rendered in excess of the first three months worth of consulting services at a rate of $65 per hour (prorated for fractional hours). The amounts payable under this Subsection shall be payable on or before the tenth day after receipt by the Company of a statement from Consultant setting forth the amounts then owing. The parties understand that billing will not be more frequent than once a month.

In addition to the Fee, the Company shall reimburse Consultant for all valid out-of-pocket expenses approved by the Company, which shall be reimbursed to Consultant (example: ordering a site evaluation report – from a reporting service – that provides demographic information, etc.)

4. Term. The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire on ____________________, 2005; provided that it may be extended by mutual agreement in writing for additional one-year terms and may be terminated during the Term as provided in Section 6 hereof.

5. Duties of Consultant Relating to Consulting Services. Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed or advised concerning the same by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.

6. Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) for cause by delivery by the Company to Consultant of notice specifying such cause. If this Agreement is terminated, the Company shall only be obligated to make payments of Fee due on a pro rata basis to the date of termination.

7. Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the identity of the customers and suppliers of the Company, the Company's arrangements with such suppliers and customers, and technical data relating to the Company's products and services. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, association or other entity except authorized personnel of the Company or a subsidiary of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain from the premises of the Company or any subsidiary of the Company any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company. It is expressly agreed that the remedy at law for breach of the agreements set forth in this Section is inadequate and that the Company shall, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.

8. Assignability. The Company shall have the right to assign this Agreement to any subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.

9. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of Texas, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in, Texas and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

10. Modifications; Waiver. This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

11. Remedies. The remedies accorded to the parties by this Agreement are in addition to, and not in lieu of, all other remedies to which the parties may be entitled at law or in equity.

12. Inconsistent Obligations. Consultant represents and warrants that, at the date of this Agreement, he has no obligations that are inconsistent with those of this Agreement.

13. Sole Agreement. All prior negotiations and agreements between the parties hereto relating to the transactions, employment and services contemplated hereby are superseded by this Agreement, and there are no representations, warranties, understandings or agreements with respect to such transactions, employment or services other than those expressly set forth herein.

14. Severability. If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be unenforceable or invalid, the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall thereupon remain in frill force and effect.

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.

Consultant

Company Name_____________________

By:

Its: Duly Authorized Representative