Consulting Agreement With Alan Berkun, Esq.

EXHIBIT 10 (Letterhead)


American Inflatables, Inc. 947 Newhall Street Costa Mesa, CA 92627


Alan Berkun, Esq. 17 State Street / 5th Floor New York, NY 10004


Re: Engagement


Dear Mr. Berkun:


We are pleased to confirm the arrangements under which Alan Berkun (The "Consultant") is engaged by American Inflatables, Inc. (the "Company") to identify acquisition targets for the Company and to advise the Company in structuring mergers or other acquisition to which the Company is a party (the "Transaction").


The Consultant and the Company agree as follows with respect to the Transaction:


1. SERVICING. During the Term (as hereinafter defined), the Consultant
shall render such services to the Company so as assist the Company in
identifying acquisition targets for the Company and advise the Company
in structuring mergers or other acquisitions. Furthermore, the
consultant will review and advise management in reference to executive
compensation. Nothing contained herein constitutes a commitment on the
part of the Consultant to find an acquisition target for the company
or, if such a target is found, that any Transaction will be completed.
The Consultant shall not have the power of authority to bind the
Company to any transaction without the Company's prior written
consent.


2. TERM OF ENGAGEMENT. Either party hereto may terminate this Agreement
at any time after the date hereof, with or without cause, upon fifteen
(15) days written notice to the other party (the "Term").


3. ENGAGEMENT FEE. Upon the execution of this Agreement, the Company
shall pay to the Consultant a fee (an "Engagement Fee") of four
hundred thousand (400,000) shares of the Company's common stock (the
"Shares"), which amount shall not be refundable.


4. REGISTRATION RIGHTS. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8
with the Securities and Exchange Commission with respect to the
Shares, including a reoffer prospectus, to the extent required.


5. FURTHER ASSURANCES. In connection with the issuance of the Shares of
Common Stock of the Company to the Consult pursuant to this Agreement
of the issuance of shares of common stock of the Company to the
Con ...