Re: Consulting Agreement dated April 1, 2004 (the “Consulting Agreement”)

 
Exhibit
      10.2
November
      30, 2006
 
Envirosafe
      Corporation 
00000
      Xxxxxxx Xxxxxx Xxx
Xxxxxxxxxx,
      XX 00000



      

          
            Re:

            Consulting
                Agreement dated April 1, 2004 (the “Consulting
                Agreement”)

          

    

Dear
      Xx.
      Xxxxxx:

This
      letter shall serve to confirm our receipt of your letter of November 3, 2006.
      Without waiving any rights thereunder, and without admitting or denying the
      breaches claimed therein, this letter shall serve as a modification of the
      Consulting Agreement.

1. MJMM
      shall immediately return 52,625,065 shares (the “Shares”) to the Escrow Agent
      for the benefit of Envirosafe Corporation (the “Company”) and for no additional
      consideration.

2. The
      Company shall compensate MJMM for its consulting services on a monthly basis
      solely through transfer of the Shares. The Company shall not be obligated to
      compensate MJMM in any other fashion than through transfer of the
      Shares.

3. The
      term
      of the Consulting Agreement is hereby extended until May 1, 2007 or until the
      Shares are transferred in the entirety to MJMM, whichever occurs earlier,
      whereupon the Consulting Agreement will be deemed terminated. MJMM and the
      Company may extend the term of the Consulting Agreement further by mutual
      written agreement.

4. MJMM
      and
      the Company may terminate the Consulting Agreement at any time by mutual written
      agreement. Under such circumstances, MJMM shall be entitled to receive a
      pro-rated amount of the Shares to reflect the consulting services it provided
      to
      the Company prior to such termination date.

5. Except
      as
      expressly modified herein, all other terms and conditions of the Consulting
      Agreement dated April 1, 2004 shall remain in full force and effect and shall
      continue in full force and effect during any and all extension periods. In
      case
      of any conflict between the Consulting Agreement and this modification, this
      modification shall prevail.


Please
      indicate your agreement and consent below.

Regards,

Xxxx
      X.
      Xxxxx
President
      
 
 
AGREED
      AND ACCEPTED


ENVIROSAFE
      CORPORATION


By______________________________
Xxxxx
      Xxxxxx
Its
      President 
Duly
      Authorized
Date_____________________________
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Re: Consulting Agreement dated April 1, 2004 (the “Consulting Agreement”)

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