EXHIBIT 10.1

CONSULTING AGREEMENT,

DATED SEPTEMBER 16, 2008

CONSULTING AGREEMENT

This Consulting  Agreement (the "Agreement") is made and entered into as of this 16th day of September, 2008, by and between Who’s Your Daddy, Inc., Inc., a Nevada corporation, (the "Company") and BSW & Associates, located at 2020 Main Street, Suite 500, Irvine CA 92614 (the "Consultant") (individually,  a "Party"; collectively, the "Parties").

RECITALS

WHEREAS, Consultant has certain financial and accounting consulting experience; and

WHEREAS, the Company wishes to engage the services of Consultant to assist the Company in its finance, accounting and financial reporting requirements.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

1. CONSULTING SERVICES.

Consultant agrees to assist the Company with finance and accounting services and to provide assist the Company with the preparation of filings as required under the Securities and Exchange Act of 1934 ("SEC") (the "Consulting Services").  Consultant hereby agrees to perform the Consulting Services in a workmanlike manner.

2. TERM OF AGREEMENT.

Either Party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party.  Consultant shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 10 days after written notice to the Company by Consultant.  The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant if such breach shall remain uncured for more than 10 days.

3. TIME DEVOTED BY CONSULTANT.

It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder.  The Company understands that this amount of time may vary and that the Consultant performs Consulting Services for other companies.

4. COMPENSATION TO CONSULTANT.

As compensation for past, present or future Consulting Services, and subject to the terms and conditions of this  Agreement, Company will, upon entering into this Agreement, authorize the issuance and delivery of $30,000 in shares of the Company's common stock (the "Compensation Shares") to Brian Weiss, an individual designated by Consultant for Consulting Services. The Compensation Shares are measured based on the closing stock price on the business day immediately preceding the filing of this Registration Statement on Form S-8 (“Registration Statement”).  As soon as reasonably practicable after the full execution of this Agreement, Company agrees to file one or more Registration Statements on Form S-8 with the SEC registering the Compensation Shares to permit the public sale by the Consultant, and will use its reasonable best efforts to maintain the effectiveness of this Registration Statement for so long as an effective Registration Statement is required for the public sale by the Consultant of the Compensation Shares.  In the event a registration statement is not declared effective, such amount for services shall be immediately due and payable in good funds.

5. INDEPENDENT CONTRACTOR.

Both Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative of Consultant, is a partner, joint venturer, agent, officer or employee of Company unless such status shall be agreed upon and set forth in a writing signed by the parties.

6. CONFIDENTIAL INFORMATION.

The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Party's prior written consent.  Further, Consultant acknowledges that it will have access to proprietary information regarding the business operations of certain clients of the Company and agrees to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the Company's prior written consent.

7. INDEMNIFICATION.

Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party (the "Indemnified  Party") from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors,  agents, or employees,  incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement.  The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.

The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense.  If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

8. MISCELLANEOUS.

     (A) The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California or, if there be subject matter jurisdiction, a Federal Court empanelled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement.  This provision shall survive the termination of this Agreement.

     (B) If either Party to this Agreement brings an action on this Agreement, the prevailing Party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys' fees and expenses and court costs.

     (C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest.  This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.

     (D) This Agreement shall be constructed and interpreted in accordance with and governed by the laws of the State of California.

     (E) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

     (F) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable.  This Agreement shall be construed and enforced as if such illegal, invalid or  unenforceable provision had never comprised a part hereof,  and the  remaining provisions hereof shall remain in full force and effect and shall not be affected  by the illegal, invalid or unenforceable provision or by its severance herefrom.

     (G) The above recitals are incorporated into this Agreement by this reference.

     IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.

COMPANY:	CONSULTANT:
WHO’S YOUR DADDY, INC.,	BSW & ASSOCIATES,
a Nevada corporation
/s/ Michael R. Dunn	/s/ Brian Weiss
By:  Michael R. Dunn	By:  Brian Weiss
Its: Chief Executive Officer	Its: Managing Director