SONOMAWEST HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>c29278_ex10-8.txt
<TEXT>


                                                                    Exhibit 10.8


                              CONSULTING AGREEMENT


           This  Consulting  Agreement  ("Agreement")  is made  effective  as of
August 1, 2003,  by and between  SonomaWest  Holdings,  Inc. of 2064 Highway 116
North, Sebastopol,  CA 95472-2662,  and Thomas R. Eakin d.b.a. Eakin Consulting,
of 4612 Morris Court E, Santa Rosa, California 95405.

           In this Agreement,  the party who is contracting to receive  services
shall be referred to as "SWH",  and the party who will be providing the services
shall be referred to as "Eakin".  Eakin has a background in Financial Management
and is willing to provide consulting services to SWH based on this background.

           SWH desires to have services provided by Eakin.

Now therefore, the parties agree as follows:

1.  DESCRIPTION  OF SERVICES.  Beginning  on August 1, 2003,  Eakin will provide
consulting  services  (collectively,  the  "Services")  in the area of financial
management and related management  matters,  specifically Eakin will perform the
duties  generally  undertaken  by a chief  financial  officer or  treasurer of a
corporation;  provided  however,  that Eakin shall  report  directly to Roger S.
Mertz,  Chairman of the Board of Directors of SWH. The Board of Directors of SWH
shall elect Eakin Chief Financial  Officer and Eakin shall have the authority to
act for or on  behalf  of the  corporation,  which is  usually  held by a person
holding the office of Chief Financial Officer. Should Eakin reasonably determine
that any  project or projects  Eakin is  requested  to work on fall  outside the
scope of the  duties  generally  undertaken  by a chief  financial  officer of a
corporation,  Eakin shall notify Mr. Mertz of such  determination  and Eakin may
reject that project or projects without breaching this Agreement.  Mr. Mertz and
Eakin shall use their respective commercially reasonable best efforts to resolve
any disagreement with respect to whether or not the specific project or projects
fall within the scope of the services to be performed by Eakin.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific  hours to be worked by Eakin shall be determined by Eakin.  SWH
will  rely on Eakin  to work as many  hours as may be  reasonably  necessary  to
fulfill Eakin's obligations under this Agreement.

3.  PAYMENT.  SWH will  pay a fee to  Eakin  for the  Services  as set  forth in
Schedule A, which is attached hereto and incorporated herein by this reference..
SWH  will  reimburse  Eakin  for  any out of  pocket  expenses  incurred  in the
provision of Services hereunder.  Eakin will invoice SWH approximately every two
weeks for consulting and expenses performed and/or incurred in the fourteen (14)
day period prior to or through the date of invoice, or for such longer period as
may have passed since the date of the last  invoice.  Each invoice  shall be due
upon receipt:  provided however, that payment shall be considered timely if paid
within five (5) days of the date of invoice.

4. SUPPORT SERVICES.  SWH will provide  sufficient office space at its executive
offices in 2064  Highway 116 North,  Sebastopol,  CA (or at such  future  Sonoma
County,  California  executive  offices as SWH may  occupy)  for use by Eakin in
performing the Services  hereunder.  SWH shall direct its employees to cooperate
with and render  assistance  to Eakin in  furtherance  of the  completion of the
Services.


<PAGE>


5. TERM/TERMINATION. This Agreement shall continue in effect until July 31, 2004
unless terminated  sooner pursuant to the following  provision of this Paragraph
5. This  Agreement may be terminated by either party upon thirty (30) days prior
written  notice  to the other  party.  A  termination  of this  agreement  shall
automatically terminate Eakin as Chief Financial Officer of SWH.

6.  RELATIONSHIP  OF PARTIES.  It is  understood by the parties that Eakin is an
independent contractor with respect to SWH, and not an employee of SWH. SWH will
not provide fringe benefits, including health insurance benefits, paid vacation,
or any other employee benefit,  for the benefit of Eakin;  provided however that
Eakin  shall be  entitled  to  receive  such  grants of  options as the Board of
Directors may from time to time determine.  Notwithstanding  the foregoing,  SWH
agrees to provide  Eakin with a  certified  copy of the  minutes of the Board of
Directors  meeting at which Eakin is elected Chief Financial  Officer and of any
subsequent  meeting in which he is again so elected.  In  addition,  as material
consideration to Eakin for his performance of the Services  hereunder SWH agrees
that at all times during the term of this Agreement,  SWH will have and maintain
a policy of Directors & Officers  insurance which provides coverage for Eakin in
an amount reasonably satisfactory to Eakin. Upon request SWH shall provide Eakin
with proof of such coverage.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION. Eakin will not be liable to SWH,
or to anyone  who may claim any right due to a  relationship  with SWH,  for any
injuries  due to any  act(s) or  omission(s)  arising  from or  related  to this
Agreement and/or the performance of the Services hereunder or on the part of the
employees or agents of Eakin  unless the act(s)  and/or  omission(s)  are due to
Eakin's gross  negligence  or willful  misconduct.  SWH will  indemnify and hold
Eakin harmless from any obligations,  costs, claims, judgments, attorneys' fees,
and attachments  arising from,  growing out of, or in any way connected with the
Services  rendered  to SWH under the terms of this  Agreement,  unless  Eakin is
judged by a court of competent  jurisdiction  to have  committed or be guilty of
gross negligence or willful misconduct.

8.  INDEMNIFICATION.  Eakin  agrees to  indemnify,  defend and hold SWH free and
harmless from any obligations,  costs, claims,  judgments,  attorneys' fees, and
attachments  arising  from,  growing  out of, or in any way  connected  with the
Services  rendered to SWH the terms of this  Agreement,  in any and all cases in
which  Eakin  has been  judged  by a court  of  competent  jurisdiction  to have
committed or be guilty of gross negligence or willful misconduct.

9. ASSIGNMENT.  Eakin's  obligations under this Agreement may not be assigned or
transferred to any other person,  firm, or corporation without the prior written
consent of SWH.  SWH  obligations  under this  Agreement  may not be assigned or
transferred to any other person,  firm, or corporation without the prior written
consent of Eakin.

10.  CONFIDENTIALITY.   SWH  recognizes  that  Eakin  will  have  the  following
information:  future plans, business affairs, financial data and projections and
other proprietary information (collectively,  "Information") which are valuable,
special  and  unique  assets  of SWH and  need  to be  protected  from  improper
disclosure. In consideration for the disclosure of the Information, Eakin agrees
that Eakin will not at any time or in any manner, either directly or indirectly,
use  any  Information  for  Eakin's  own  benefit,  or  divulge,   disclose,  or
communicate  in any manner any  Information to any third party without the prior
written  consent of SWH. The  confidentiality  and limited use  obligations  set
forth above shall not apply to information, which Eakin can demonstrate:


<PAGE>


                     (a) Was already in Eakin's  possession  prior to receipt of
the same from the SWH without an obligation to
maintain its confidentiality; or

                     (b) Is now  or  becomes  public  information  or  otherwise
generally known to the public without violation of this
Agreement; or

                     (c) Was received by Eakin without  restriction from a third
party which was lawfully in possession of such information and was not in breach
of any agreement or any confidential relationship with SWH.

Disclosure of SWH  Information is not prohibited if such disclosure is compelled
pursuant to legal  proceeding  or  otherwise  required by law and prior  written
notice is given to SWH.

Eakin will  protect the  Information  and treat it as strictly  confidential.  A
violation of this paragraph shall be a material breach of this Agreement.

11.  UNAUTHORIZED  DISCLOSURE  OF  INFORMATION.  If it  appears  that  Eakin has
disclosed  (or has  threatened  to  disclose)  Information  in violation of this
Agreement,  SWH shall be  entitled  to an  injunction  to  restrain  Eakin  from
disclosing,  in  whole or in  part,  such  Information,  or from  providing  any
services  to any party to whom such  Information  has been  disclosed  or may be
disclosed.  SWH shall not be prohibited by this  provision  from pursuing  other
remedies,  including  a claim for  losses  and  damages  except as is  otherwise
provided in this Agreement.

12.  CONFIDENTIALITY AFTER TERMINATION.  The confidentiality  provisions of this
Agreement  shall remain in full force and effect after the  termination  of this
Agreement for a period of five (5) years from the date of such termination

13. RETURN OF RECORDS.  Upon termination of this Agreement,  Eakin shall deliver
all records,  notes, data,  memoranda,  models, and equipment of any nature that
are in Eakin's  possession or under Eakin's control and that are SWH property or
relate to SWH business.

14. NOTICES.  All notices required or permitted under this Agreement shall be in
writing and shall be deemed  delivered  when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:

If for SWH:          Roger S. Mertz
                     Chairman of the Board
                     SonomaWest Holdings, Inc.
                     2064 Highway 116, North
                     Sebastopol, CA 95472-2662

If for Eakin:        Thomas R. Eakin
                     Eakin Consulting
                     PO Box 2725
                     4612 Morris Court, E
                     Santa Rosa, California 95405-0725

Such  address  may be  changed  from time to time by either  party by  providing
written notice to the other in the manner set forth above.


<PAGE>


15.  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire  agreement of the
parties and there are no other  promises or  conditions  in any other  agreement
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements between the parties.

16. AMENDMENT. This Agreement may be modified or amended only by an amendment in
writing signed by both parties.

17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason,  the remaining  provisions shall continue to be
valid and enforceable.  If a court finds that any provision of this Agreement is
invalid or  unenforceable,  but that by limiting such  provision it would become
valid and  enforceable,  then  such  provision  shall be  deemed to be  written,
construed, and enforced as so limited.

18.  WAIVER.  The  failure of either  party to  enforce  any  provision  of this
Agreement shall not be construed as a waiver or limitation of that party's right
to  subsequently  enforce and compel strict  compliance  with every provision of
this Agreement.

19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.

20.  ATTORNEYS' FEES. If any legal action is brought to enforce or interpret the
provisions  of  this  Agreement,  the  prevailing  party  will  be  entitled  to
reasonable  attorneys' fees, in addition to any other relief to which that party
may be entitled.


Executed at Santa Rosa, California, on July 30, 2003.

"SWH":

SonomaWest Holdings, Inc.


By:  /s/ ROGER S. MERTZ
     -----------------------------------------------
     Roger S. Mertz, Chairman of the Board of Directors

"Eakin"

Thomas R. Eakin, d.b.a. Eakin Consulting


By:  /s/ THOMAS R. EAKIN
     -----------------------------------------------
     Thomas R. Eakin


<PAGE>


             SCHEDULE A TO CONSULTING AGREEMENT DATED AUGUST 1, 2003


                                EAKIN CONSULTING
                        FINANCIAL & MANAGEMENT CONSULTING
                                  P.O. BOX 2725
                            SANTA ROSA, CA 95405-0725
                          PHONE AND FAX: (707) 539-5627
                              CELL: (707) 483-1672
                         E-MAIL: tom@eakinconsulting.com


                             CONSULTING FEE SCHEDULE

                                 August 1, 2003


HOURLY FEES

o    Financial or management consulting $110.00/hour.

o    Use of outside consultants billed at cost plus 10%, provided that any use
     of an outside consultant must first be approved by SWH.

o    Legal proceedings (testimony in deposition, trials and
     arbitration/mediation hearings) are billable at 1.5 times the standard rate
     per hour.


TRAVEL

o    Travel inside Sonoma County - Non-chargeable.

o    Travel outside Sonoma County - Travel time billed at one-half the
     consulting rate.

o    Over-night travel - Daily rate to be mutually agreed upon in advance.

o    Mileage outside Sonoma County is billed at the mileage rate established by
     the Internal Revenue Service.

o    Out of pocket expenses billed at cost.


BILLINGS

o    Invoices will be issued every two weeks.

o    Minimum billing of four hours (in addition to travel time) for all required
     on-site visits or meetings outside Sonoma County.

o    Terms - Net five days from receipt.



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</DOCUMENT>
