Consulting Agreement With Warren J. Soloski

EXHIBIT 10


INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT


THE AGREEMENT is made and entered into as of this 7th day of August, 2000 by and between AMERICAN INFLATABLES, INC., hereinafter referred to as "Client", with its principal place of business at 947 Newhall Street, Costa Mesa, CA 92627, and Warren J. Soloski, A Professional Corporation, with its place of business at 11300 West Olympic Blvd., Suite 800, Los Angeles, CA 90064, hereinafter referred to as "Consultant".


RECITALS


A. WHEREAS, Client is a development stage company; and


B. WHEREAS, the Consultant is a Law firm generally knowledgeable in the areas of the business operations of the Company and possesses experience in securities law and merger structure issues; and


C. WHEREAS, the Company wishes to engage the Consultant on a nonexclusive basis as an independent contractor to utilize Consultant's general securities law and merger structure; and


D. WHEREAS, the Consultant is willing to be so retained on the terms and conditions as set forth in this Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:


1. Engagement. The Company hereby retains and engages Consultant to perform the following consulting services (the "Consulting Services");


1.1 Duties of Consultant. The Consultant will provide such services and advice to the Company so as to advise the Company in structuring mergers or other acquisitions. Without limiting the generality of the foregoing, Consultant will also assist the Company in securities and corporate matters, merger structure and acquisition analysis. Nothing contained herein constitutes a commitment on the part of the Consultant to find an acquisition target for the Company or, if such target is found, that any transaction will be completed. This Agreement is not a contract for listing services, and nothing in this Agreement will require the Consultant to negotiate on behalf of the Company with corporations that are involved with listings or making a market in corporate securities in the OTC markets.


1


2. Duties Expressly Excluded. This Agreement expressly excludes the Consultant from providing any and all capital formation and/or public relation services to the Company inclusive of but not limited to (i) direct or indirect promotion of the Company's securities; (ii) assistance in making of a market in the Company's securities; and (iii) assistance in obtaining debt and/or equity financing. The Consultant shall not have the power of authority to bind the Company to any transaction without the Company's prior written consent.


3. Consideration. Client and Consultant agree that Consultant receive from the Client a fee Thirty Thousand, (30,000) shares of Clients common stock, in advance, as consideration for the services rendered or to be rendered pursuant to this Agreement.


4. Term. This Agreement shall be effective for a term of three (3) months starting from the date first written above unless sooner terminated upon mutual written agreement of the parties hereto.


5. Expenses. Consultant shall bear his out-of-pocket costs and expenses incident to performing the Consulting Services, with a right of reimbursement from the Company if such expenses are pre-approved by the Company.


6. Consultant's Liability. In the absence of gross negligence or willful misconduct on the part of the Consultant or the Consultant's breach of any terms of this Agreement, the Consultant shall not be liable to the Company or to any officer, director, employee, stockholder or creditor of the Company, for any act or omission in the course of or in connection with the rendering or providing of services hereunder. Except in those cases where the gross negligence or willful misconduct of the Consultant or the breach by the Consultant of any terms of this Agreement is alleged and proven, the Company agrees to defend, indemnify, and hold the Consultant harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in the defense of the Consultant) which may in any way result from services rendered by the Consultant pursuant to or in any connection with this Agreement. This indemnification expressly excludes any and all damage ...