TechAlt, Inc.
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>67
<FILENAME>v010126_ex10-7.txt
<TEXT>
                              CONSULTING AGREEMENT

This Agreement is made on November ___, 2004 between TechAlt, Inc., a Nevada
corporation (the "Company") and Services By Designwise, Ltd., an Illinois
corporation (the "Consultant"), (collectively, "the Parties") and is effective
on December 1, 2004 ("Effective Date"). The Consultant has experience regarding
the Services (defined in Section 1 below), and the Company seeks to benefit from
the Consultant's expertise by retaining the Consultant. The Consultant wishes to
provide the Services to the Company. In addition, this Agreement is given in
part consideration for the parties entering into that certain Settlement
Agreement of even date herewith ("Settlement Agreement") and the Related
Agreements as defined thereunder ("Related Agreements").

Accordingly, the Company and the Consultant agree as follows:

1.    Services.

            a. During the term of this Agreement, the Consultant shall provide
      1080 hours consulting services ("Services") to the Company as requested by
      Company as described on SCHEDULE A as follows. (i) during the first four
      (4) months of this Agreement, the Consultant shall devote no more than
      ninety (90) hours per month to the Primary Consulting Services ("Initial
      Maximum Monthly Services") as directed by the Company, and (ii) during the
      remaining thirty two (32) months of this Agreement, the Consultant shall
      devote no more than twenty two and a half (22.5) hours per month to the
      Primary Consulting Services and the Consulting Services ("Subsequent
      Maximum Monthly Services") as directed by the Company; provided, however,
      that time spent maintaining or repairing the SBD System (as that term is
      defined in the Settlement Agreement) under normal TechAlt warranty
      provisions at the SBD location which are installed as of Closing with
      remaining warranty shall not be applied against that amount of time
      required to be devoted to the Primary Consulting Services and the
      Consulting Services set forth in this Section 1.a. The Services may be
      provided at the Company's location or at any other location as reasonably
      determined by the Consultant including the customers' site. The Company
      shall not receive any credit or offset for its payment obligations or the
      Consultant's Services obligation hereunder in the event the Company fails
      to utilize Consultant for the number of hours set forth herein.

2.    Compensation.

            a. As consideration for the Services provided by the Consultant, the
      Company shall pay to the Consultant as follows: (i) $25,000.00 per month
      for the first four (4) months and (ii) $6,250.00 per month for the next
      thirty-two (32) months. Said payments shall be paid on the fifth (5th)
      business day of each month following the month Services are provided and
      shall be due and payable regardless of whether the Company requests less
      than the maximum number of hours for which Consultant is available. The
      Company shall not be entitled to any credit for which the Consultant's
      available hours were not utilized by the Company. The Company shall pay
      Consultant $150 per hour for any hours of Services performed by Consultant
      beyond the Initial Maximum Monthly Services and/or the Subsequent Maximum
      Monthly Services.


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            b. In addition to the foregoing, during the term of this Agreement,
      the Company shall provide the following benefits for the Consultant at no
      cost to the Consultant:

                  i. The Company shall provide the Consultant with the use of an
                  automobile of Consultant's choice, with optional equipment of
                  Consultant's selection. The automobile provided hereunder
                  shall at no time be older than three (3) years. The Company
                  shall pay all operating expenses of the automobile, including
                  fuel and shall procure and maintain automobile liability
                  insurance on the automobile.

                  ii. The Company shall reimburse the Consultant for all
                  reasonable business expense(s) actually incurred after the
                  Effective Date of this Agreement by the Consultant on behalf
                  of the Company in the performance of the Services within
                  thirty (30) days of presentation by the Consultant of
                  voucher(s), receipt(s) or other written evidence(s) in
                  accordance with the policies of the Company and the rules of
                  the Internal Revenue Service. This includes reimbursement for
                  reasonable business expenses incurred by the Consultant or its
                  employees or agents while working from a home office, such as
                  telephone, fax and Internet services, and general office
                  supplies. In the event Consultant pays for any of the benefits
                  set forth in subparagraphs 6.i, iii, iv and/or v, the Company
                  shall reimburse Consultant within thirty (30) days.

                  iii. During the term of this Agreement, the Company shall, at
                  its expense, provide Consultant with the use of (i) a cellular
                  phone with a cellular phone calling plan with unlimited
                  minutes, and (ii) any other electronic communication devices
                  the Company deems reasonably necessary in connection with the
                  services to be rendered to the Company hereunder by
                  Consultant.

                  iv. During the term of this Agreement, the Company shall, at
                  its expense, provide Consultant with the use of full country
                  club and health club memberships to one (1) country club and
                  one (1) health club acceptable to both Consultant and the
                  Company.

                  v. The Company understands that the Consultant will retain
                  professional assistance, including but not limited to legal
                  and tax counsel, in assessing and protecting his rights under
                  this Agreement and related documents. The Company agrees to
                  pay all reasonable professional charges incurred for these
                  purposes, consistent with the expenses paid by the Company for
                  James Solomon.


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            c. The Company shall pay Consultant a commission of ten percent
      (10%) of gross sales on all First Responder Systems (as defined
      hereinbelow) ("Commission") purchased by customers specifically identified
      or introduced by Consultant as a potential customer ("Referred
      Customer(s)"). Consultant will present the identity of the Referred
      Customer to Company in writing and within seven (7) business days, the
      Company shall compare the identity of the Referred Customer to existing
      forecasts from internal Company sales and support representatives and
      partners/resellers of the Company and in the event the Company rejects
      such referral as originating from Consultant, Company shall provide
      Consultant its rejection in writing stating all reason(s) therefore within
      the same seven (7) business days ("Rejection Notice"). The Company shall
      have been deemed to have accepted the Referred Customer for purposes of
      this paragraph if Company fails to provide the Rejection Notice in a
      timely manner. Consultant shall earn the Commission upon any order or
      contract between the Company and the Referred Customer, and the Company
      shall pay Consultant the Commission within seven (7) days of receipt of
      payment from the Referred Customer.

2.    Competition.

            a. Both parties retain the right to do business with third parties
      in matters that may be competitive with the interests of the other party
      to this Agreement, except that during the term of this Agreement, the
      Consultant shall not engage in a competitive manner, either directly or
      indirectly, in the manufacture or sales of First Responder Systems. For
      purposes of this Agreement, "First Responder Systems" shall mean the
      following:

      o     In-car video recording systems used for emergency first responders
            (i.e. Police, Fire, EMS).

      o     In-car wireless communications systems used for emergency first
            responders.

      o     Community-wide wireless infrastructure.

      o     Forms and database applications both at the client (vehicle) and at
            the server (headquarters).

            b. Notwithstanding the foregoing, in the event the Company ceases to
      operate its business during the term of this Agreement, Consultant may
      freely compete against the Company in all markets, including the First
      Responder Systems market; provided, however, that in the event of an
      acquisition of the Company pursuant to which this Agreement remains in
      effect, the Consultant's obligations pursuant to this Section 3 shall
      continue in full force and effect.


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<PAGE>

            c. The parties agree and acknowledge that Consultant may
      manufacture, distribute and sell the services, products and/or systems set
      forth on EXHIBIT 3.B during the term of this Agreement. The purpose of
      Exhibit 3b is to merely provide examples of lines of business that are not
      competitive with First Responder Systems and shall not in any way limit
      Consultant's rights to compete in markets other than First Responder
      Systems.

3.    Confidentiality.

            a. The parties may, from time to time, in connection with work
      contemplated under this Agreement, disclose confidential information to
      each other ("Confidential Information"). Each party will use reasonable
      efforts to prevent the disclosure of any of the other party's Confidential
      Information to third parties for a period of two years following
      termination of this Agreement. Confidential Information shall include only
      that information that is both (i) disclosed or made known by the
      disclosure to the recipient and (ii) identified in writing as
      "proprietary" by the disclosure. The recipient agrees not to disclose any
      Confidential Information to third parties or to use any Confidential
      Information for any purpose other than performance of the Services
      contemplated by this Agreement, without prior written consent of the
      disclosing party.

            b. Confidential Information subject to paragraph 4(a) does not
      include information that (i) is or later becomes available to the public
      through no breach of this Agreement by the recipient; (ii) is obtained by
      the recipient from a third party who had the legal right to disclose the
      information to the recipient; (iii) is already in the possession of the
      recipient on the date this Agreement becomes effective; (iv) is
      independently developed by recipient; or (v) is required to be disclosed
      by law, government regulation, or court order.

5.    Return of Materials. The Consultant agrees to promptly return or destroy
      and certify that it has been destroyed, following the termination of this
      Agreement or upon earlier request by the Company, all Confidential
      Information in the Consultant's possession, (i) supplied by the Company in
      conjunction with the Services provided pursuant to this Agreement or (ii)
      generated by the Consultant in the performance of Services under this
      Agreement.

6.    Intellectual Property.

            a. The Company shall be responsible for verifying any property
      rights of other parties prior to use of any work product provided under
      this Agreement.

            b. The Company acknowledges that the use of any design, advice,
      drawing or other service provided by the Consultant, its employees and
      agents does not relieve the Company's responsibility as a manufacturer and
      seller to execute sufficient testing and judgment to ensure that any
      resulting product and/or system is suitable for usage in the Company's
      products and systems.


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<PAGE>

7. Defense and Indemnification. The Company agrees, at its sole expense, to
defend the Consultant against, and to indemnify and hold the Consultant harmless
from, any claims or suits by a third party, including reasonable attorneys fees,
against the Consultant or any liabilities or judgments based thereon, either
arising from the Consultant's performance of Services for the Company under this
Agreement and/or arising from any Company products and/or systems which result
from the Consultant's performance of Services under this Agreement except in the
case of the Consultant's willful or wanton misconduct under or breach of this
Agreement.

8. Term and Termination.

            a. This Agreement shall be for a term of three (3) years from the
      date of this Agreement. b. Termination of the Agreement at the end of the
      then-current term shall not affect (a) the Company's obligation to pay for
      Services previously performed by the Consultant, the compensation due
      under the Agreement, including the Commission or expenses reasonably
      incurred by the Consultant for which the Consultant is entitled to
      reimbursement under paragraph 2.b.ii, above,

            (b) the Company's obligation to defend and indemnify the Consultant
      under paragraph 7 above, or (c) the parties' continuing obligations to one
      another under paragraphs 4(a) above.

            c. The Services may be terminated by the Company based on (i)
      Consultant's conviction or plea of "guilty" or "no contest" to any crime
      constituting a felony in the jurisdiction in which the crime constituting
      a felony is committed, any crime involving moral turpitude (whether or not
      a felony), or any other violation of criminal law involving dishonesty or
      willful misconduct that materially injures the Company (whether or not a
      felony); (ii) Consultant's failure or refusal to perform the Services at
      all or in an acceptable manner, or to follow the lawful and proper
      directives of the Company or Consultant's supervisor(s) that are within
      the scope of Consultant's Services; (iii) Consultant's breach of this
      Agreement; (iv) Consultant's breach of the Confidentiality Information
      provisions contained herein; (v) misconduct by Consultant that has or
      could discredit or damage the Company; or (vi) Consultant's indictment for
      a felony violation of the federal securities laws, provided any of the
      aforementioned violations or breaches have not been cured by Consultant
      within thirty (30) days after written notice of said violation or breach.
      Moreover, notwithstanding the termination of the Services, the Company
      shall remain obligated to pay Consultant all of the compensation set forth
      in Section 2 of this Agreement even though Consultant is not providing any
      Services to Company.


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<PAGE>

            d. Notwithstanding the foregoing, the Company may terminate this
      Agreement if the Consultant has breached this Agreement by failing to
      perform the Services for the number of hours for which the Consultant is
      obligated hereunder, and the Consultant has failed to cure said breach
      within thirty (30) days after receipt of written notice from the Company
      of such non-performance more than three (3) times within any calendar year
      ("Consultant's Refusal to Work"). In the event the Company terminates this
      Agreement pursuant to Consultant's Refusal to Work, the Company shall
      remain obligated to pay the Consultant the amount resulting from
      multiplying (y) the difference between 1,080 and the number of hours the
      Consultant has actually worked; and (z) $139.00. Said amount shall be paid
      within thirty (30) days following termination of this Agreement, ("Minimum
      Consulting Payment"). The Company's sole remedy for Consultant's Refusal
      to Work shall be that all of its obligations under this Agreement shall
      terminate after payment to Consultant of the Minimum Consulting Payment.

9.    Event of Default.

      For purpose of this Paragraph, the term "Event of Default" shall mean:

            a. either Party shall make an assignment for the benefit of
      creditors or admit in writing its inability to pay its debts generally as
      they become due or fail to generally pay its debts as they become due; an
      order, judgment or decree shall be entered for relief in respect of or
      adjudicating such Party or any of its subsidiaries bankrupt or insolvent;
      either Party or any of its subsidiaries shall petition or apply to any
      tribunal for the appointment of, or taking of possession by, a trustee,
      receiver, custodian, or liquidator or other similar official of such Party
      or any subsidiary or of any substantial part of any of their respective
      assets; either Party or any of its subsidiaries shall commence any
      proceeding relating to such Party or any subsidiary under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation law of any jurisdiction, or any such petition or
      application is filed or any such proceeding is commenced against such
      Party or any of its subsidiaries and such petition, application or
      proceeding is not dismissed within sixty (60) days;

            b. either Party shall be in breach of any representation, warranty,
      obligation, undertaking or covenant made or entered into under this
      Agreement which has not been cured within thirty (30) days after written
      notice of such breach provided, however, any breach of paragraph 2 of this
      Agreement by the Company shall be cured within seven (7) days after
      written notice of said breach.

            c. the occurrence of a default under the Settlement Agreement of
      even date herewith or any of the "Related Agreements" as defined therein
      which remains uncured after the applicable cure period.


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<PAGE>

10.   Remedies.

            a. In the event of a breach of this Agreement by either party,
      except as specifically limited as set forth herein, the non-breaching
      party may exercise any and all rights and remedies available at law or in
      equity; provided, however, TechAlt's Liabilities as defined in the
      Settlement Agreement shall be absolute and unconditional, and the Company
      shall pay and/or fulfill TechAlt's Liabilities as it relates to the
      Related Agreements without abatement, diminution or deduction regardless
      of any costs or circumstances whatsoever including, without limitation,
      any defense, setoff, recruitment, claim or counterclaim which the Company
      may have or assert against the Consultant under this Agreement.

            b. In the event of an Event of Default attributable to the Company
      under this Agreement, the Consultant shall have the option, in lieu of its
      other remedies available hereunder, to terminate this Agreement upon
      written notice to the Company. In the event of such termination, the
      parties agree the Consultant's damages shall be equal to the accrued but
      unpaid compensation, and the remaining compensation, (including the value
      of the non-cash benefits), for the balance of the then-current term under
      this Agreement, such sum discounted at the rate of five percent (5%) per
      year. The Company shall pay the Consultant's damages under this section
      within thirty days following the Consultant's termination.

            c. The non-prevailing party shall be liable for, and agrees to pay,
      all reasonable costs and expenses that may be incurred by the prevailing
      party in enforcing this Agreement, including all reasonable attorneys
      fees, together with the attorneys fees and costs incurred in the
      collection of any judgments in favor of the prevailing party arising out
      of this Agreement.

11.   Miscellaneous.

            a. This Agreement shall inure to the benefit of and be binding upon
      the respective heirs, executors, successors, representatives, and assigns
      of the parties, as the case may be.

            b. This Agreement replaces all previous agreements and the
      discussions relating to the subject matters hereof and constitutes the
      entire agreement between the Company and the Consultant with respect to
      the subject matter of this Agreement. This Agreement may not be modified
      in any respect by any verbal statement, representation, or agreement made
      by any employee, officer, or representative of the Company, or by any
      written documents unless it is signed by an officer of the Company and by
      the Consultant.


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<PAGE>

            c. The waiver by any Party of any provision of this Agreement shall
      not constitute a waiver by that Party of the same or other provision of
      this Agreement on any subsequent occasion.

            d. This Agreement shall be construed in accordance with, governed by
      and enforced under the laws of the State of Illinois; the Parties
      acknowledging that this Agreement has been executed and performed in Cook
      County, Illinois. Any paragraph, subparagraph, sentence or phrase of this
      Agreement which is contrary to the laws of the State of Illinois and/or
      unenforceable shall not affect the validity or enforceability of any other
      paragraph, subparagraph, sentence, or phrase of this Agreement and shall
      be modified or deleted to conform with the applicable laws of the State of
      Illinois.

            e. The Parties agree that the Circuit Court of Cook County,
      Illinois, or the U.S. District Court for the Northern District of
      Illinois, Chicago, Illinois, shall have exclusive jurisdiction and venue
      over any dispute relating to or arising from this matter, and proper venue
      shall lie in said Court.

            f. Any notice, consent, waiver, or other communication that is
      required or permitted hereunder shall be sufficient if it is in writing,
      signed by or on behalf of the Party giving such notice, consent, waiver,
      or other communication, and delivered personally, by mail or by Federal
      Express or similar overnight courier, postage prepaid, and if by mail,
      certified or registered, to the addresses set forth below, or to such
      other addressee or address as shall be set forth in a notice given in the
      same manner:

           If to Consultant:             SERVICES BY DESIGNWISE, LTD.
                                         Attn:  Paul Masanek
                                         5250 Cleveland Street
                                         Skokie, IL 60077
                                         Fax: (847) 673-3539

           With a copy to:               Piccione, Keeley & Associates, Ltd.
                                         Attn:  Mr. Patrick C. Keeley
                                         122C South County Farm Road
                                         Wheaton, IL  60187
                                         Fax: (630) 653-8029

           If to the Company:            TECHALT, INC.
                                         Attn: James E. Solomon
                                         3311 N. Kennicott Ave., Suite A
                                         Arlington Heights, IL  60004
                                         Fax:  (847) 398-1692


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<PAGE>

           With a copy to:               The Otto Law Group, PLLC
                                         Attn: David Otto
                                         900 Fourth Avenue, Suite 3140
                                         Seattle, WA 98164
                                         Fax: (206) 262-9513

      Notice shall be deemed given upon delivery if delivered personally, on the
      next day if delivered by an overnight carrier, or three (3) days after the
      date of postmark if deposited in the U.S. Mail for delivery by certified
      or registered mail, return receipt requested, postage prepaid, addressed,
      or upon transmission if it has been given by facsimile between 9:00 a.m.
      and 5:00 p.m. central time, Monday through Friday.

            g. Each Party is an independent contractor under this Agreement and
      nothing herein shall be construed to create a partnership, joint venture,
      or agency relationship between the Parties hereto. None of the Parties
      shall have authority to enter into agreements of any kind on behalf of the
      other Party, other than in strict accordance with the terms of this
      Agreement and neither Party shall have power or authority to bind or
      obligate the other Party in any matter to any third Party.

            h. This Agreement may be executed in two or more counterparts, all
      of which together shall constitute one and the same instrument.

            i. Facsimile signatures shall be sufficient for the purpose of
      executing this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.

THE COMPANY:
TECHALT, INC.

By:
   -------------------------------

Its President

THE CONSULTANT:

SERVICES BY DESIGNWISE, LTD.

By:
   -------------------------------
Its President


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<PAGE>

                                   EXHIBIT 3.B

Products, systems and services for which Consultant can currently compete
include but are not limited to the following:

In building security systems including camera systems to the extent the
Consultant does not provide the link with First Responder Systems.

In building water control systems.

In building fire alarm systems.

In building wireless systems.

Non-security and building control products.

Bus and train video surveillance systems to the extent the Consultant does not
provide the link with First Responder Systems.


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<PAGE>

                                   SCHEDULE A

                                    SERVICES

For purposes of the Consulting Agreement, Services shall include the following:

1. Primary Consulting Services:

Trouble-shoot enhanced VHS systems at customer site for Trouble-shooting at
customer facilities in Snow Hill, MD

Trouble-shoot enhanced VHS systems at customer site for Trouble-shooting at
customer facilities in Portsmouth RI

Trouble-shoot South Suburban Managers & Majors portable camera system
(intermittent disconnection and short range)

Survey North Chicago DPW for quotation on 3 cameras

Improve Cook Sheriff's portable camera system ("stealth" alternative)

Design and Develop a Fixed Coms Module

Research / Develop a "stealth camera system": fixed and in-vehicle

Research / Develop a "Stable" Portable Camera Stand Product and Carrying Case

Review VHS Recording System for cost reduction and/or functionality improvement

Source Code / Documentation of Assembly Language Programming for Systems and
Components including:

      -     Power Board of Coms Module

      -     Enhanced VHS System

      -     Over Head Console

      -     Interface Between VHS Recording System

      -     Camera Control


2. Consulting Services:

Customer support (i.e. installation issues, systematic problems, training)

Testing of deployed systems

Review of documentation created for training, system installation, system
operation, etc.

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