CONSULTING  AGREEMENT


This  Consulting  Agreement  (the  "Agreement")  is  made  and entered into this
Friday,  May  13th  ,  2005  by and between MAY Ltd. (the "Intermediary"), whose
principal place of business is 89 Southwark Street SE1 0HX, London, England, and
New Medium Enterprises Inc. (the "Client"), whose principal place of business is
at  195  The  Vale,  London  W3  7QS  United  Kingdom.

The  Client  hereby  engages  Intermediary  on  a  non-exclusive  basis  as  an
independent  contractor  to  (i)  assist Client in identifying, developing, and,
when  requested  to do so by the Client, qualifying and/or advising with respect
to  one  or more prospective business opportunities (each a "Transaction"), (ii)
to  assist Client with procuring an NASDAQ listing with and (iii) has the option
to;  arrange,  or to provide, a private equity line of funding of a maximum of $
300,000  USD as an interim loan and, or, bridge financing which will be given at
a  commercial  rate of interest, secured against future payments. (collectively,
the  "Services").

For the purposes of this Agreement, Client shall include, in addition to Client,
any parent, subsidiary, affiliate, or fund or other entity managed or advised by
Client.  The  term  "Transaction"  shall  include  any  transaction or agreement
whereby  the ownership of any or all of the capital stock, assets or liabilities
(which  are  tangible  or  intangible), any and all contingent or non-contingent
interests  in  anything  of  value, including products, product lines, licenses,
royalty  and  joint  venture  agreements,  leases  of any business, etcetera are
directly  or  indirectly  transferred,  purchased  by, merged with, or otherwise
conveyed  for  the  Client.

The Intermediary is willing and capable of providing the Services to Client on a
"best  efforts"  basis.

Client  shall  have  the  sole  and absolute right to make, accept or reject any
Transaction  offer  arising  from  this  Agreement.

As  consideration  for the provision of the Services, subject to the approval of
Client's board of directors. In the event that such approval is not forthcoming,
then this Agreement shall be null and void and of no further force or effect and
the  parties  hereto  shall  be  fully released from any and all obligations and
liabilities  hereunder.

If  a Transaction is effected between Client and an Intermediary Protected Party
("IPP"  or a "Buyer"), then Client and Intermediary will negotiate in good faith
for  the  payment by Client to Intermediary of a reasonable and appropriate fee,
payable  in  cash  and/or  Client  stock, based on the aggregate direct economic
value  of  the  Transaction  to  Client  (the  "Total  Value").

The  term  IPP  shall  mean  any  person  or entity that Intermediary introduced
directly  or  indirectly ("indirectly" being the case of a person or entity that
was introduced to the Client by a party (person or entity) who is an IPP) to the
Client  in connection with the Services. This shall also include all persons and
entities  whose  business  or  financing needs were provided for, in whole or in
part,  by  Intermediary.  For  greater  certainty, persons or entities with whom
Client  had  direct  or  indirect  contact  prior  to  Client's  introduction to
Intermediary  on  May  13th  ,  2005  shall  not  constitute  IPPs.

Any  such  fee  owed  to  Intermediary by Client shall be paid in full in at the
closing of any Transaction ("Closing"), except where portions of the Total Value
are  to  be  determined  after  Closing,  and  then  the  portions  of  the  fee
attributable  to  such subsequently determined portions of the Total Value shall
be  paid  to  Intermediary  by  Client  coincident  with  the  payment  of  such
subsequently  determined  portions  of  the  Total  Value.

Client  will  include  language  describing  Client's  fee  responsibility  to
Intermediary  in  the  transaction  documents for any Transaction. Upon request,
Client  will  provide  Intermediary with copies of all Transaction documents and
give  Intermediary  adequate  advance  notice  of the time and place of Closing,
which  Intermediary  shall  have  the  right  to  attend.

Intermediary  makes  no representations, expressed or implied, that Intermediary
will  effect  a  Transaction  as  a  result of this Agreement. Intermediary will
supply  professionals  to  provide  legal,  accounting  or  tax  services.

Client and Intermediary acknowledge and agree that this Agreement is a legal and
binding  contract.

Client acknowledges that Intermediary is neither a licensed securities broker or
securities  dealer.  Accordingly, in the event of a Transaction involving shares
of  stock  or  real  estate, Client agrees that Intermediary is entitled to, and
will  be  paid  by  Client, regardless of any findings or rulings by others, all
remuneration  to  which  it  is  entitled hereunder and Client will not seek, or
attempt,  to  defeat  or  diminish  Intermediary's  right  thereto.

The  following representations are made by Intermediary and are true and correct
as  of  the date hereof and will continue to be true and correct during the term
of  this  Agreement:

3(a)  None  of  Intermediary  or  its  employees, agents and contractors (or any
employee,  affiliate  or  agent of such persons) is the subject of any judgment,
injunction,  order, sentence or other condition or requirement that would bar it
or  him,  or  otherwise  constrain  it  or  him,  from conducting any activities
necessary  to  perform the Services or otherwise contemplated by this Agreement.

3(b)  None  of  Intermediary  or  its  employees, agents and contractors (or any
employee, affiliate or agent of such persons) has ever been charged with or held
liable,  either  criminally  or  civilly, for any violation of law or regulation
relating  to  securities,  commodities  or  financial  improprieties.

3(c)  None  of  Intermediary  or  its  employees, agents and contractors (or any
affiliate  or agent of such individual) has ever been sanctioned or suspended or
otherwise  penalized  by  any  securities  regulatory  authority.

3(d)  Intermediary  is duly authorized to execute this Agreement and provide the
Services.

Intermediary  makes  the  following  covenants  (and  agrees  that  it  will  be
responsible for ensuring compliance with such covenants by any of its employees,
agents  or  contractors  who  may  assist  Intermediary in performing any of the
Services):

3(e)  Intermediary  will  perform the Services in accordance with all applicable
laws  and  regulations.  Intermediary  will  not  undertake  any  activities  in
connection  with  performing  the Services that violate any laws or regulations.
Intermediary will not undertake any activities in connection with performing the
Services  that induce, aid or abet any violation of any laws or regulations. The
laws  and  regulations  are  intended to include, without limitation, applicable
United  States  securities  laws and regulations and London Stock Exchange rules
and  regulations.

3(f)  Intermediary  understands  the prohibitions under United States securities
laws  and  regulations  against  the  misuse  or  miscommunication  of  material
non-public  information  about  Client,  including  without  limitation  the
prohibitions  against  trading on non-public information about Client (or aiding
and  abetting  any  such  violations),  and  will  comply with all such laws and
regulations.

If  Client  is  made a party or threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative or investigative (collectively, a "proceeding") arising out of or
in  any  way relating to any violation by Intermediary (or, for the avoidance of
doubt,  by  any  of  its  principals,  directors,  members, officers, employees,
agents,  contractors  and  affiliates)  of  any of provisions of this Agreement,
Intermediary  shall  indemnify  Client  against all expenses, liability and loss
actually  and  reasonably incurred or suffered by Client in connection with such
proceeding  (including,  without limitation, legal fees and expenses of Client).

3(h)  The  Intermediary  has the right to raise money, earning a commission of a
maximum of 7.5% of the monies raised and shall maybe be awarded warrants further
to  this  for  his efforts on a case by case basis, as negotiated by and between
the  intermediary  and  the  client.

3(i)  The intermediary will act as a consultant directly reporting to the CEO of
New  Medium  Enterprises  and  is  therefore  privy  to  all  internal  company
information  and  actions.

Any  controversy,  dispute  or claim between the parties hereto arising from, or
relating  to,  this Agreement shall be settled by arbitration in accordance with
the International Arbitration Rules of the American Arbitration Association, and
the parties hereto waive their rights to submit any such controversy, dispute or
claim  to  a public tribunal for a jury or non jury trial. All costs incurred by
both  Client  and  Intermediary  in connection with any such arbitration will be
paid by the party losing the arbitration and the losing party shall pay interest
to  the other on any amount owed from the original due date until the date paid,
with  such  interest  at  the  maximum  rate  set  forth  in The United Kingdom.

The  expiration  of  this  Agreement  shall be twelve (12) months after the date
hereof  or  thirty  (30)  days  after  written notice of termination from Client
received  by  Intermediary  at Intermediary's address above, whichever is later.

This Agreement shall be governed by, and construed under, the laws of the United
States,  shall not be modified or amended without written consent of the parties
hereto  and shall be binding upon and inure to the benefit of the parties hereto
and  their  respective  heirs,  successors  and  assigns.

If  any  provision of this Agreement is held to be invalid or unenforceable, all
other  provisions  shall  nevertheless  continue  in  full  force  and  effect.

By  executing  this  Agreement  the  signatory  hereto for Client represents and
warrants  that he or she has full and unconditional authority to enter into this
Agreement  on  behalf  of  Client.

In  witness  whereof, the parties hereto have executed this Agreement as of this
May  13th,  2005

May  Limmited.                         New  Medium  Enterprises  Inc.


By  :_____________________               By:  _____________________
Name:  Philip  Strangeward                    Name:  Irene  Kuan
Title:  Authorised  Signatory     Title:  Title:  CEO  and  President
                                     representing  the  board  of  directors