January 12, 2006 Board of Directors Torbay Holdings, Inc. 140 Old Country Road, Suite 205 Mineola, New Yorl 11501 Re: Consulting Agreement, dated as of December 2, 2005, by and between Terry Archer and Torbay Holdings, Inc....Consulting Agreement • January 13th, 2006 • Torbay Holdings Inc • Refrigeration & service industry machinery
We have acted as counsel for Torbay Holdings, Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to 3,000,000 shares of the Company's Common Stock, par value $.0001 per share (the "Common Stock"), which shares of Common Stock are issuable by the Company pursuant to a Consulting Agreement, dated as of December 2, 2005, by and between the Terry Archer and the Company (the "Plan").
