Agreement for Consulting Services


     This Consulting Agreement  ("Agreement") is made effective as of January 1,
2006, and shall expire on June 30,2006,  by and between IMI Global  (hereinafter
"Company") and Mark Byrne (hereinafter "Consultant").

1.   Scope of Agreement. This Agreement is for the services specified in Exhibit
     A. This Agreement  covers the terms and conditions  under which  Consultant
     will perform services for Company.

2.   Compensation.  As sole and full compensation for the Services, Company will
     pay Consultant the rates shown in Exhibit A.  Consultant  will bill Company
     every  other  week,  and  payments  shall be due 7 days  after  receipt  of
     invoices.

3.   Reimbursable   Expenses.   Company  shall  reimburse   Consultant  for  all
     pre-approved, reasonable expenses.

4.   Independent  Contractor.  Consultant declares and agrees that Consultant is
     engaged in an independent  business and will perform the services hereunder
     as an independent  contractor of the Company,  and that  Consultant has and
     hereby  retains full control of and  supervision  over the  performance  of
     Consultant's obligations hereunder, and matters relating to compliance with
     Social Security,  withholding,  worker's compensation, and employment taxes
     as applicable. Consultant has no right to any employee benefits of Company,
     including  workers  compensation  benefits and consultant  understands that
     consultant  is  obligated to pay Federal and State income tax on any moneys
     earned pursuant to this Agreement.

5.   Responsibilities.  With due regard to operating  schedules and requirements
     of  Company,  Consultant  will  determine  the  specific  time and place of
     performance  of the Services and will have sole control over the method and
     manner by which Consultant provides the Services. Consultant agrees: (a) to
     perform  all  services  in a  professional  manner and in  compliance  with
     reasonable  quality  standards  and  (b) to  comply,  at  Consultant's  own
     expense,  with  the  provisions  of all  state,  local  and  federal  laws,
     regulations, ordinances, requirements and codes which are applicable to the
     performance of the services hereunder.

6.   Law Governing  Agreement.  This Agreement  shall be governed by the laws of
     the State of Missouri.

7.   Trademarks or Trade Names. Consultant shall not use the trademarks, service
     marks,  or trade  names of Company  or its  affiliates  in any  advertising
     promotional  material,  except  normal  business  references,  or otherwise
     without express prior written permission of Company.

8.   Confidential Information. Confidential Information (as defined below) shall
     be used by consultant only in connection with  Consultant's  performance of
     the  services  under  this  Agreement.  Consultant  shall  not at any time,
     without the prior  consent of Company  (a)  disclose to any third party any
     Confidential  Information  or (b) copy or reproduce  (including  electronic
     reproduction  or copying  and  backup  copying),  in whole or in part,  any
     Confidential Information unless or except where such disclosure is required
     by court or administrative order.  Consultant shall return all Confidential
     Information and all copies thereof to Company  immediately  upon request by
     Company.


As used herein,  Confidential  Information includes any confidential  financial,
marketing, business, technical, product, client or other information,  including
specifically but not exclusively,  information  which  Consultant  prepared,  or
received in  connection  with  performing  pursuant to this  Agreement,  such as
objective and subjective  evaluations of management,  business  plans,  business
strategies,   software,   software   evaluations,   trade   secrets,   personnel
information,  marketing  methods  and  techniques  and any of the  above-recited
information  as  it  relates  not  only  to  Company  but  to  its  parent,  its
shareholders,  affiliates,  subsidiaries  and  successors.  For purposes of this
Agreement,  Confidential  Information  specifically excludes information that is
generally  known or becomes known in the industry  (except when known based upon
Consultant's actions).

9.   Entire  Agreement,  Waivers,  Amendments and  Modification.  This agreement
     constitutes  the entire  Agreement  between  Company  and  Consultant  with
     respect to the subject matter of this Agreement and these  provisions shall
     supersede or replace any conflicting or additional  provisions which may be
     contained  in any other  writing,  document or the like.  In the event of a
     conflict  between any provision  appearing in any other writing and in this
     Agreement, the provisions of this Agreement shall be controlling.

10.  Indemnification.  Company agrees to indemnify and hold Consultant  harmless
     for any claims,  investigations,  complaints,  damages,  liabilities costs,
     suits  or  obligations  (including  reasonable  attorney's  fees)  to which
     Consultant  may be subjected as a consequence  of any action or omission by
     Company in the  operation  of its  business,  except for any act of Company
     which is the direct consequence of Consultant's negligent, gross negligent,
     reckless or willfully improper conduct under this Agreement.

11.  Termination. Either Company or Consultant shall have the right to terminate
     this Agreement for any reason upon 15 days notice in writing.




CONSULTANT                                           COMPANY


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