Consulting Agreement

EXHIBIT 10.8


CONSULTING AGREEMENT


This Consulting Agreement is made as of the 18th day of January, 2005, by and between Larry Shultz ("Consultant"), and AirRover Wi-Fi Corp., a Delaware corporation (the "Company").


WHEREAS, the Company is in need of expertise with respect to business operations and financial planning; and


WHEREAS, Consultant possesses the expertise needed by the Company; and


WHEREAS, the Company is a publicly-held company and files periodic reports pursuant to the requirements of the Securities Exchange Act of 1934, with its common stock quoted on the OTC Bulletin Board under the symbol " AVWF" ; and


WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept the Company as a client.


NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:


1. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting services to the Company with respect to business operations and financial planning, as requested by the Company. Consultant hereby accepts such engagement and agrees to render such consulting services throughout the term of this Agreement. The Company shall not be required to pay any expense of Consultant, unless such expense shall have been pre-approved, in writing, by the Company.


Notwithstanding anything contained herein to the contrary, it is specifically understood and agreed by the parties that the aforementioned services to be provided by Consultant shall not in any way, either directly or indirectly, involve any capital raising efforts on behalf of the Company or promotion of the Company' s securities.


It is further agreed that Consultant shall have no authority to bind the Company to any contract or obligation or to transact any business in the Company' s name or on behalf of the Company, in any manner. The parties intend that Consultant shall perform its services required hereunder as an independent contractor.


2. Term. The term of this Agreement shall be a period of two (2) years, commencing on the date hereof. This Agreement shall renew for additional one-year periods, provided neither party hereto submits a written notice of termination within sixty (60) days prior to the termination of either the initial term hereof or any renewal term.


Termination. The Company agrees not to terminate this Agreement except for "good cause". For purposes of this Agreement, "good cause" shall mean willful neglect of duty, dishonesty, theft, embezzlement, taking or offering a bribe, assault, fighting, use of threats, possession of weapons on Company, or an affiliate of the Company, premises, reporting for work hereunder under the influence of illegal drugs or alcohol, unauthorized possession or use of illegal drugs or alcohol on the Company' s, or an affiliate of the Company' s, premises or during working hours, unauthorized destruction of Company property or documents, willful violation of safety rules, falsification of records, willful violation of the Company' s non-harassment or discrimination policies, unauthorized disclosure of trade sec ...