SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


           BARRINGTON FOODS INTERNATIONAL, INC. (FORMERLY EBAIT, INC.)
             (Exact name of registrant as specified in its charter)


  NEVADA (formerly CALIFORNIA)                                    33-0843633
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


5275 Arville St, Suite 120 Las Vegas, NV                            89118
(Address of Principal Executive Offices)                         (Zip Code)


                          CONSULTING SERVICES CONTRACT
                              (Full Title of Plan)


                                 Rendal Williams
                             Chief Executive Officer
                           5275 Arville St, Suite 120
                               Las Vegas, NV 89118
                     (Name and Address of agent for service)


                                  702-307-3810
          (Telephone Number, including area code, of agent for service)


                          COPIES OF COMMUNICATIONS TO:
                               Brian Dvorak, Esq.
                            Dvorak & Associates, Ltd.
                             Las Vegas, Nevada 89113
                              Phone: (702) 768-2960
                               Fax: (702) 794-4532


                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
--------------------------------------------------------------------------------
Common Stock,         2,000,000 shares  $0.07       $140,000    $85.15
par value
$.001 per share
================================================================================

(1)  This Registration Statement relates to 2,000,000 shares of the Registrant's
     Common Stock, par value $.001 per share, to be issued upon pursuant to the
     terms of the Consulting Services Contracts.

(2)  Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
     Act") the registration fee is calculated on the basis of the average of the
     bid and ask prices for the Common Stock as quoted on the Over-the-Counter
     Bulletin Board on May 22, 2003.

                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     The information required to be provided pursuant to this Item to the
individuals, Sandra J. Wasserman and Richard S. Keats is set forth in the
consulting services contracts with the Parties, dated May 22, 2003 (the
"Consulting Services Contracts"). See Exhibit 4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Written statement required to be provided to participants pursuant to this
Item 2:

     We will provide without charge to each participant in the Consulting
Services Contract, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to Barrington Foods
International, Inc. (formerly eBait, Inc.), Attn:  Rendall Williams, 5275
Arville, #120, Las Vegas, NV 89118. Phone:  307-3810

                                        2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the following documents filed by Barrington Foods
International, Inc., a Nevada corporation (formerly a California corporation)
("BFII" or the "Registrant"), formerly called eBait, Inc., with the Securities
and Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

     (i) Registrant Statement on Form 10SB12G, filed on April 23, 2003, filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"); and

     (ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2001, June 30, 2001,September 30, 2001, March 31, 2002, June 30, 2002
and September 30, 2003.

     (iii) Registrants annual report on Form 10-KSB for the year ended December
31, 2002.

     All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ARTICLE SIX OF THE ARTICLES OF INCORPORATION OF THE COMPANY STATE: "The
corporation is authorized to indemnify the directors and officers of the
corporation to the fullest extent permissible under California law."

ARTICLE V OF THE COMPANY'S BY-LAWS STATES: "The Corporation shall indemnify its
directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become involved,
by reason of his being or having been a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.

(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.

(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V."

                                        3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

Exhibit No.                   Description of Exhibits
- -----------                   -----------------------

3.1            Certificate of Incorporation of the Company (filed as Exhibit 3a
               to the Company's Registration Statement on Form 10SB as filed
               with the Commission on February 2, 2001).

3.2            Bylaws of the Company (filed as Exhibit 3b to the Company's
               Registration Statement on Form 10SB as filed with the Commission
               on February 2, 2001).

4.1            Consulting Services Contracts dated May 22, 2003 between
               Barrington Foods International, Inc. and Sandra J. Wasserman and
               Richard S. Keats. (filed herewith).

5.1            Opinion of Brian Dvorak, Esq. (Filed herewith).

23.2           Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).

(Our former accountants have been banned from practice before the SEC and
therefore no consent to include their audit is included. New Auditors have been
retained but have not produced an audit at this time.)

ITEM 9. UNDERTAKINGS

     (a) UNDERTAKING TO UPDATE

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement to:

          (i) include any prospectus required by section 10(a)(3) of the
           Securities Act;

          (ii) reflect in the prospectus any facts or events arising after the
          effective date of the Registration Statement (or the most recent
          post-effective           amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          in the Registration Statement; and

          (iii) include any material information with respect to the plan of
          distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

                                        4

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3) To remove from registration by means of a post-effective
amendmentany of the securities being registered which remain unsold at the
termination of the offering.

     (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     (c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, Nevada, on this 22nd day of May, 2003.

                                        BARRINGTON FOODS INTERNATIIONAL, INC.

                                        By: /s/ Rendal Williams
                                            ----------------------------------
                                            Rendal Williams
                                            CHIEF EXECUTIVE OFFICER

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 22nd day of May, 2003.

         SIGNATURE                                     TITLE
         ---------                                     -----

/s/ Rendal Williams                         Chief Executive Officer
- ------------------------------------        (principal executive officer)
Rendal Williams                             and Chief Financial Officer

                                        6



Exhibit 4.1

AGREEMENT FOR CONSULTING SERVICES


AGREEMENT made and entered into as of this 10th day of May 2003 (the
"Agreement"), by and between Barrington Foods International, Inc., a Nevada
corporation (the "Company") with principal offices in Las Vegas, NV and Sandra
J. Wasserman, a Florida resident ("Consultant") and supercedes any and all
earlier agreements pertaining to the Company and Consultant.

Whereas, the Consultant is in the business of providing services, advice and
management services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1.	Engagement.  The Company agrees to engage Consultant and Consultant
agrees to provide services, advice and management services to the Company.
It is hereby agreed and acknowledged that by this agreement, Consultant is not
made an agent of the Company and shall not act as an authorized agent of the
Company.

2.	Term.  The term of this agreement shall commence on the date hereof and
shall continue for a period of six (6) months.

3.	Services.  Consultant shall render advice and assistance to the Company
on business related matters (the "Services") and in connection there with
shall:

(a)	cause its principals to attend meetings of the Company's Board of
Directors or Executive Committee(s) when so requested by the Company;

(b)	cause its principals to attend meetings at the request of the
Company and review, analyze and report on proposed business opportunities;

(c)	consult with the Company concerning on-going strategic corporate
planning and long term investment policies, including any revision of the
Company's business plan;

(d)	consult with, advise and assist the Company in identifying, studying
and evaluating merger, acquisition, joint venture, strategic alliance,
recapitalization and restructuring proposals, including the preparation of
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto;

(e)	assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but not
limited to attorneys and accountants and assist such persons;

(f)	assist in the preparation and distribution of press releases,
whenever appropriate, to be made available to the press in general,
customers, suppliers and selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(g)	assist in the preparation and distribution of corporate brochures
and research reports to selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(h)	assist the Company in implementing its financial public relations
program, including, but not limited to distribution of collateral material
to broker-dealer firms.

(i)	assist in the handling of outstanding legal issues and cases
regarding the company including having full authority of the Board of
Directors to settle any such matters.

(j)	provide the Company with advice related to aforementioned
activities.

In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make itself available to
evaluate all proposals that relate to any financing undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.

4.	Compensation.

(a) The Company shall cause to be issued to the Consultant, as a non-
refundable retainer for prior services rendered and for entering
into this agreement 1,500,000 (one million five hundred thousand)
shares of its Common Stock, which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.


(b)	All out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by the
Company and paid upon submission of appropriate documentation thereof,
provided, however, prior authorization is required for amounts in excess
of $250.

5.	Best Efforts Basis.  Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents perform all the duties that
may be required of it pursuant to the terms of this Agreement. The Company
specifically acknowledges and agrees, however, that the services to be rendered
by Consultant shal1 be conducted on a "best-efforts" basis and has not, cannot
and does not guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from its
efforts.

6.	Company's Right to Approve Transaction.  The Company expressly waives
the right to approve transactions introduced by Consultant that involves the
Company as a party to any agreement.  Consultant and the Company mutually agree
that Consultant is hereby authorized to enter any agreement on behalf of the
Company.

7.	Non-Exclusive Services.  The Company understands that Consultant is
currently providing certain advisory and financial public relation services to
other individuals and entities and agrees that Consultant is not prevented or
barred from rendering services of the same nature or a similar nature to any
other individuals or entities and acknowledges that such Services may from time
to time conflict with the timing of and the rendering of Consultant's services.
In addition, Consultant understands and agrees that the Company shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8.	Information Regarding Company.  Consultant represents and warrants that
it has received copies of the Company's financial statements and other
disclosure documents (collectively, the "Disclosure Documents").  Consultant
represents that it has read the Disclosure Documents and has reviewed all such
information with its legal, financial and investment advisors to are extent it
deemed such review necessary or appropriate. Because of the Company's financial
condition and other factors, the receipt of capital stock of the Company as
compensation under this Agreement involves a high degree of risk, including the
risks that such stock may substantially decrease in value.  The Consultant
acknowledges and accepts that risk.  Consultant further represents that it has
been afforded the opportunity to discuss the Company with its management.  As
a result, Consultant is cognizant of the financial condition and operations of
the Company, has available full information concerning its affairs and has been
able to evaluate the merits and risks of being compensated in common stock of
the Company.  Consultant represents and warrants to the Company that it has
received from the Company and has otherwise had access to all information
necessary to verify the accuracy of the information in the Disclosure Documents.

9.	Representations and Warranties of the Company.  The Company represents
and warrants to Consultant, each such representation and warranty being deemed
to be material, that:

(a)	The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;

(b)	The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law;

(c)	The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;

(d)	Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete and
not misleading, in all material respects;

(e)	The Shares, when issued, will be duly and validly issued, fully paid
and nonassessable with no personal liability to the ownership thereof;

(f)	The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such
materials and will inform Consultant of any inaccuracies contained therein
prior to dissemination;

(g)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction.

10.	Representations and Warranties of Consultant.  By virtue of the
execution hereof, and in order to induce the Company to enter into this
Agreement, Consultant hereby represents and warrants to the Company as follows:

(a)	It has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;

(b)	It has the requisite skill and experience to perform the services
and to carry out and fulfill its duties and obligations hereunder;

(c)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction,
(d)	Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.

11.	Liability of Consultant.  In furnishing the Company with management
advice and other services as herein provided, Consultant shall not be liable
to the Company or its creditors for errors of judgment or for anything except
malfeasance or gross negligence in the performance of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement.  It
is further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 11, Consultant shall
not be accountable for any loss suffered by the Company by reason of the
Company's action or non-action on the basis of any advice, recommendation or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility
for the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.

12.	Confidentiality.  Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

13.	Notice.  All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be m writing and shall
be deemed to have been given when mailed at any general or branch United States
Post office enclosed in a certified post-paid envelope and addressed to the
address of the respective party first above stated.  Any notice of change of
address shall only be effective however, when received.

14.	Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the Company, its successors, and assigns, including, without
limitation, any corporation which may acquire all or substantially all of the
Company's assets and business or into which the Company may be consolidated or
merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.

15.	Termination.  Consultant agrees that the Company may terminate this
Agreement at any time providing prior written notice of termination to
Consultant.  Any notice of termination shall only be effective however, when
received.

The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company.  Any notice of
termination shall only be effective however, when received.

16.	Applicable Law.  This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada, and for all purposes shall be construed
in accordance with the laws of said state.  The Company

(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada State
District Court, County of Clark, or in the United States District Court
for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada State
District Court, County of Clark, and the United States District Court for
the State of Nevada in any such suit, action or proceeding.

17.	Other Agreements.  This Agreement supersedes all prior understandings
and agreements between the parties.  It may not be amended orally, but only by
writing signed by the parties hereto.

18.	Non-Waiver.  No delay or failure by either party in exercising any right
under this Agreement, and no partial or single exercise of that right shall
constitutes a waiver of that or any other right.

19.	Heading.  Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.

20.	Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shal1 be deemed an original but all of which
together shall constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.		Sandra J. Wasserman



By _/s/ Rendal Williams				By /s/ Sandra J. Wasserman

AGREEMENT FOR CONSULTING SERVICES


AGREEMENT made and entered into as of this 10th day of May 2003 (the
"Agreement"), by and between Barrington Foods International, Inc., a Nevada
corporation (the "Company") with principal offices in Las Vegas, NV and Richard
S. Keats, a Florida resident ("Consultant") and supercedes any and all earlier
agreements pertaining to the Company and Consultant.

Whereas, the Consultant is in the business of providing services, advice and
management services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1.	Engagement.  The Company agrees to engage Consultant and Consultant
agrees to provide services, advice and management services to the Company.  It
is hereby agreed and acknowledged that by this agreement, Consultant is not
made an agent of the Company and shall not act as an authorized agent of the
Company.

2.	Term.  The term of this agreement shall commence on the date hereof and
shall continue for a period of six (6) months.

3.	Services.  Consultant shall render advice and assistance to the Company
on business related matters (the "Services") and in connection there with shall:

(a)	cause its principals to attend meetings of the Company's Board of
Directors or Executive Committee(s) when so requested by the Company;

(b)	cause its principals to attend meetings at the request of the
Company and review, analyze and report on proposed business opportunities;

(c)	consult with the Company concerning on-going strategic corporate
planning and long term investment policies, including any revision of the
Company's business plan;

(d)	consult with, advise and assist the Company in identifying, studying
and evaluating merger, acquisition, joint venture, strategic alliance,
recapitalization and restructuring proposals, including the preparation of
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto;

(e)	assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but not
limited to attorneys and accountants and assist such persons;

(f)	assist in the preparation and distribution of press releases,
whenever appropriate, to be made available to the press in general,
customers, suppliers and selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(g)	assist in the preparation and distribution of corporate brochures
and research reports to selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(h)	assist the Company in implementing its financial public relations
program, including, but not limited to distribution of collateral material
to broker-dealer firms.

(i)	assist in the handling of outstanding legal issues and cases
regarding the company including having full authority of the Board of
Directors to settle any such matters.

(j)	provide the Company with advice related to aforementioned
activities.

In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make itself available to
evaluate all proposals that relate to any financing undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.

4.	Compensation.

(b) The Company shall cause to be issued to the Consultant, as a non-
refundable retainer for prior services rendered and for entering
into this agreement 1,500,000 (one million five hundred thousand)
shares of its Common Stock which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.


(b)	All out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by the
Company and paid upon submission of appropriate documentation thereof,
provided, however, prior authorization is required for amounts in excess
of $250.

5.	Best Efforts Basis.  Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents perform all the duties that
may be required of it pursuant to the terms of this Agreement. The Company
specifically acknowledges and agrees, however, that the services to be rendered
by Consultant shal1 be conducted on a "best-efforts" basis and has not, cannot
and does not guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from its
efforts.

6.	Company's Right to Approve Transaction.  The Company expressly waives
the right to approve transactions introduced by Consultant that involves the
Company as a party to any agreement.  Consultant and the Company mutually agree
that Consultant is hereby authorized to enter any agreement on behalf of the
Company.

7.	Non-Exclusive Services.  The Company understands that Consultant is
currently providing certain advisory and financial public relation services to
other individuals and entities and agrees that Consultant is not prevented or
barred from rendering services of the same nature or a similar nature to any
other individuals or entities and acknowledges that such Services may from time
to time conflict with the timing of and the rendering of Consultant's services.
In addition, Consultant understands and agrees that the Company shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8.	Information Regarding Company.  Consultant represents and warrants that
it has received copies of the Company's financial statements and other
disclosure documents (collectively, the "Disclosure Documents").  Consultant
represents that it has read the Disclosure Documents and has reviewed all such
information with its legal, financial and investment advisors to are extent it
deemed such review necessary or appropriate. Because of the Company's financial
condition and other factors, the receipt of capital stock of the Company as
compensation under this Agreement involves a high degree of risk, including the
risks that such stock may substantially decrease in value.  The Consultant
acknowledges and accepts that risk.  Consultant further represents that it has
been afforded the opportunity to discuss the Company with its management.
As a result, Consultant is cognizant of the financial condition and operations
of the Company, has available full information concerning its affairs and has
been able to evaluate the merits and risks of being compensated in common stock
of the Company. Consultant represents and warrants to the Company that it has
received from the Company and has otherwise had access to all information
necessary to verify the accuracy of the information in the Disclosure Documents.

9.	Representations and Warranties of the Company.  The Company represents
and warrants to Consultant, each such representation and warranty being deemed
to be material, that:

(a)	The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;

(b)	The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law;

(c)	The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;

(d)	Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete and
not misleading, in all material respects;

(e)	The Shares, when issued, will be duly and validly issued, fully paid
and nonassessable with no personal liability to the ownership thereof;

(f)	The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such
materials and will inform Consultant of any inaccuracies contained therein
prior to dissemination;

(g)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction.

10.	Representations and Warranties of Consultant.  By virtue of the
execution hereof, and in order to induce the Company to enter into this
Agreement, Consultant hereby represents and warrants to the Company as follows:

(a)	It has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;

(b)	It has the requisite skill and experience to perform the services
and to carry out and fulfill its duties and obligations hereunder;

(c)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction,
(d)	Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.

11.	Liability of Consultant.  In furnishing the Company with management
advice and other services as herein provided, Consultant shall not be liable
to the Company or its creditors for errors of judgment or for anything except
malfeasance or gross negligence in the performance of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement.  It
is further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that,
except as set forth herein in the first paragraph of this Section 11,
Consultant shall not be accountable for any loss suffered by the Company by
reason of the Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility
for the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.

12.	Confidentiality.  Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any
associated persons where it reasonably believes they will come in contact with
confidential material.

13.	Notice.  All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be m writing and shall
be deemed to have been given when mailed at any general or branch United States
Post office enclosed in a certified post-paid envelope and addressed to the
address of the respective party first above stated.  Any notice of change of
address shall only be effective however, when received.

14.	Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the Company, its successors, and assigns, including,
without limitation, any corporation which may acquire all or substantially all
of the Company's assets and business or into which the Company may be
consolidated or merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.

15.	Termination.  Consultant agrees that the Company may terminate this
Agreement at any time providing prior written notice of termination to
Consultant.  Any notice of termination shall only be effective however, when
received.

The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company.  Any notice of
termination shall only be effective however, when received.

16.	Applicable Law.  This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada, and for all purposes shall be construed
in accordance with the laws of said state.  The Company

(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada State
District Court, County of Clark, or in the United States District Court
for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada State
District Court, County of Clark, and the United States District Court for
the State of Nevada in any such suit, action or proceeding.

17.	Other Agreements.  This Agreement supersedes all prior understandings
and agreements between the parties.  It may not be amended orally, but only by
a writing signed by the parties hereto.

18.	Non-Waiver.  No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that right
shall constitutes a waiver of that or any other right.

19.	Heading.  Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.

20.	Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.		Richard S. Keats



By /s/ Rendal Williams				By /s/ Richard S. Keats



Exhibit 5.1

Dvorak & Associates, Ltd.
Attorneys and Counselors at Law
136 Arbor Way
Henderson NV 89074
PO Box 230656
Las Vegas, NV 89123
702.768.2960
(Fax)702.920.8732
bdvorak@cox.net

June 23, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:   	BARRINGTON FOODS INTERNATIONAL, INC., REGISTRATION STATEMENT
ON FORM S-8:  CONSULTING SERVICES CONTRACT


Gentlemen:

We have been requested by Barrington Foods International, Inc., a Nevada
corporation (the "Company"), to furnish you with our opinion as to the matters
hereinafter set forth in connection with the above-captioned registration
statement (the "Registration Statement") covering an aggregate of Two Million
(2,000,000) Shares (the "Shares") of the Company's common stock, par value
$.001 per Share offered on behalf of the Company in connection with (i) the
Company's Consultant Agreements between the Company and Sandra J. Wasserman
(1,000,000 shares) and Richard S. Keats (1,000,000) shares.

We have examined the Written Consulting Agreement and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
other documents as we have deemed relevant under the circumstances.  In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of
any documents submitted to us as copies to their respective originals.  As to
certain questions of fact material to this opinion, we have relied without
independent investigation upon statements or certificates of public officials
and officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid
and non-assessable.

In connection with this opinion, we have examined the Registration Statement,
the Company's Articles of Incorporation and By-laws, and such other documents
as we have deemed necessary to enable us to render the opinion hereinafter
expressed.

We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of Nevada.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement.



This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such
state securities rules, regulations and laws as may be applicable.

Very truly yours,



Brian Dvorak, Esq.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "BS83", "secsgml_size_bytes": 47456}]
{"company-data": {"conformed-name": "BARRINGTON FOODS INTERNATIONAL INC", "cik": "0001104194", "assigned-sic": "7389", "irs-number": "330843633", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106559", "film-number": "03760026"}, "business-address": {"street1": "3960 HOWARD HUGHES PARKWAY, STE 500", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7029903623"}, "mail-address": {"street1": "3960 HOWARD HUGHES PARKWAY, STE 500", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}, "former-company": {"former-conformed-name": "EBAIT INC", "date-changed": "20000126"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

           BARRINGTON FOODS INTERNATIONAL, INC. (FORMERLY EBAIT, INC.)
             (Exact name of registrant as specified in its charter)

  NEVADA (formerly CALIFORNIA)                                    33-0843633
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

5275 Arville St, Suite 120 Las Vegas, NV                            89118
(Address of Principal Executive Offices)                         (Zip Code)

                          CONSULTING SERVICES CONTRACT
                              (Full Title of Plan)

                                 Rendal Williams
                             Chief Executive Officer
                           5275 Arville St, Suite 120
                               Las Vegas, NV 89118
                     (Name and Address of agent for service)

                                  702-307-3810
          (Telephone Number, including area code, of agent for service)

                          COPIES OF COMMUNICATIONS TO:
                               Brian Dvorak, Esq.
                            Dvorak & Associates, Ltd.
                             Las Vegas, Nevada 89113
                              Phone: (702) 768-2960
                               Fax: (702) 794-4532

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
--------------------------------------------------------------------------------
Common Stock,         2,000,000 shares  $0.07       $140,000    $85.15
par value
$.001 per share
================================================================================

(1)  This Registration Statement relates to 2,000,000 shares of the Registrant's
     Common Stock, par value $.001 per share, to be issued upon pursuant to the
     terms of the Consulting Services Contracts.

(2)  Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
     Act") the registration fee is calculated on the basis of the average of the
     bid and ask prices for the Common Stock as quoted on the Over-the-Counter
     Bulletin Board on May 22, 2003.

                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     The information required to be provided pursuant to this Item to the
individuals, Sandra J. Wasserman and Richard S. Keats is set forth in the
consulting services contracts with the Parties, dated May 22, 2003 (the
"Consulting Services Contracts"). See Exhibit 4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Written statement required to be provided to participants pursuant to this
Item 2:

     We will provide without charge to each participant in the Consulting
Services Contract, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to Barrington Foods
International, Inc. (formerly eBait, Inc.), Attn:  Rendall Williams, 5275
Arville, #120, Las Vegas, NV 89118. Phone:  307-3810

                                        2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the following documents filed by Barrington Foods
International, Inc., a Nevada corporation (formerly a California corporation)
("BFII" or the "Registrant"), formerly called eBait, Inc., with the Securities
and Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

     (i) Registrant Statement on Form 10SB12G, filed on April 23, 2003, filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"); and

     (ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2001, June 30, 2001,September 30, 2001, March 31, 2002, June 30, 2002
and September 30, 2003.

     (iii) Registrants annual report on Form 10-KSB for the year ended December
31, 2002.

     All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ARTICLE SIX OF THE ARTICLES OF INCORPORATION OF THE COMPANY STATE: "The
corporation is authorized to indemnify the directors and officers of the
corporation to the fullest extent permissible under California law."

ARTICLE V OF THE COMPANY'S BY-LAWS STATES: "The Corporation shall indemnify its
directors, officers and employees as follows:

(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become involved,
by reason of his being or having been a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.

(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.

(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V."

                                        3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

Exhibit No.                   Description of Exhibits
- -----------                   -----------------------

3.1            Certificate of Incorporation of the Company (filed as Exhibit 3a
               to the Company's Registration Statement on Form 10SB as filed
               with the Commission on February 2, 2001).

3.2            Bylaws of the Company (filed as Exhibit 3b to the Company's
               Registration Statement on Form 10SB as filed with the Commission
               on February 2, 2001).

4.1            Consulting Services Contracts dated May 22, 2003 between
               Barrington Foods International, Inc. and Sandra J. Wasserman and
               Richard S. Keats. (filed herewith).

5.1            Opinion of Brian Dvorak, Esq. (Filed herewith).

23.2           Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).

(Our former accountants have been banned from practice before the SEC and
therefore no consent to include their audit is included. New Auditors have been
retained but have not produced an audit at this time.)

ITEM 9. UNDERTAKINGS

     (a) UNDERTAKING TO UPDATE

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement to:

          (i) include any prospectus required by section 10(a)(3) of the
           Securities Act;

          (ii) reflect in the prospectus any facts or events arising after the
          effective date of the Registration Statement (or the most recent
          post-effective           amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          in the Registration Statement; and

          (iii) include any material information with respect to the plan of
          distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement;

                                        4

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

          (3) To remove from registration by means of a post-effective
amendmentany of the securities being registered which remain unsold at the
termination of the offering.

     (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     (c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, Nevada, on this 22nd day of May, 2003.

                                        BARRINGTON FOODS INTERNATIIONAL, INC.

                                        By: /s/ Rendal Williams
                                            ----------------------------------
                                            Rendal Williams
                                            CHIEF EXECUTIVE OFFICER

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 22nd day of May, 2003.

         SIGNATURE                                     TITLE
         ---------                                     -----

/s/ Rendal Williams                         Chief Executive Officer
- ------------------------------------        (principal executive officer)
Rendal Williams                             and Chief Financial Officer

                                        6

Exhibit 4.1

AGREEMENT FOR CONSULTING SERVICES

AGREEMENT made and entered into as of this 10th day of May 2003 (the
"Agreement"), by and between Barrington Foods International, Inc., a Nevada
corporation (the "Company") with principal offices in Las Vegas, NV and Sandra
J. Wasserman, a Florida resident ("Consultant") and supercedes any and all
earlier agreements pertaining to the Company and Consultant.

Whereas, the Consultant is in the business of providing services, advice and
management services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1.	Engagement.  The Company agrees to engage Consultant and Consultant
agrees to provide services, advice and management services to the Company.
It is hereby agreed and acknowledged that by this agreement, Consultant is not
made an agent of the Company and shall not act as an authorized agent of the
Company.

2.	Term.  The term of this agreement shall commence on the date hereof and
shall continue for a period of six (6) months.

3.	Services.  Consultant shall render advice and assistance to the Company
on business related matters (the "Services") and in connection there with
shall:

(a)	cause its principals to attend meetings of the Company's Board of
Directors or Executive Committee(s) when so requested by the Company;

(b)	cause its principals to attend meetings at the request of the
Company and review, analyze and report on proposed business opportunities;

(c)	consult with the Company concerning on-going strategic corporate
planning and long term investment policies, including any revision of the
Company's business plan;

(d)	consult with, advise and assist the Company in identifying, studying
and evaluating merger, acquisition, joint venture, strategic alliance,
recapitalization and restructuring proposals, including the preparation of
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto;

(e)	assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but not
limited to attorneys and accountants and assist such persons;

(f)	assist in the preparation and distribution of press releases,
whenever appropriate, to be made available to the press in general,
customers, suppliers and selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(g)	assist in the preparation and distribution of corporate brochures
and research reports to selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(h)	assist the Company in implementing its financial public relations
program, including, but not limited to distribution of collateral material
to broker-dealer firms.

(i)	assist in the handling of outstanding legal issues and cases
regarding the company including having full authority of the Board of
Directors to settle any such matters.

(j)	provide the Company with advice related to aforementioned
activities.

In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make itself available to
evaluate all proposals that relate to any financing undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.

4.	Compensation.

(a) The Company shall cause to be issued to the Consultant, as a non-
refundable retainer for prior services rendered and for entering
into this agreement 1,500,000 (one million five hundred thousand)
shares of its Common Stock, which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.

(b)	All out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by the
Company and paid upon submission of appropriate documentation thereof,
provided, however, prior authorization is required for amounts in excess
of $250.

5.	Best Efforts Basis.  Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents perform all the duties that
may be required of it pursuant to the terms of this Agreement. The Company
specifically acknowledges and agrees, however, that the services to be rendered
by Consultant shal1 be conducted on a "best-efforts" basis and has not, cannot
and does not guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from its
efforts.

6.	Company's Right to Approve Transaction.  The Company expressly waives
the right to approve transactions introduced by Consultant that involves the
Company as a party to any agreement.  Consultant and the Company mutually agree
that Consultant is hereby authorized to enter any agreement on behalf of the
Company.

7.	Non-Exclusive Services.  The Company understands that Consultant is
currently providing certain advisory and financial public relation services to
other individuals and entities and agrees that Consultant is not prevented or
barred from rendering services of the same nature or a similar nature to any
other individuals or entities and acknowledges that such Services may from time
to time conflict with the timing of and the rendering of Consultant's services.
In addition, Consultant understands and agrees that the Company shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8.	Information Regarding Company.  Consultant represents and warrants that
it has received copies of the Company's financial statements and other
disclosure documents (collectively, the "Disclosure Documents").  Consultant
represents that it has read the Disclosure Documents and has reviewed all such
information with its legal, financial and investment advisors to are extent it
deemed such review necessary or appropriate. Because of the Company's financial
condition and other factors, the receipt of capital stock of the Company as
compensation under this Agreement involves a high degree of risk, including the
risks that such stock may substantially decrease in value.  The Consultant
acknowledges and accepts that risk.  Consultant further represents that it has
been afforded the opportunity to discuss the Company with its management.  As
a result, Consultant is cognizant of the financial condition and operations of
the Company, has available full information concerning its affairs and has been
able to evaluate the merits and risks of being compensated in common stock of
the Company.  Consultant represents and warrants to the Company that it has
received from the Company and has otherwise had access to all information
necessary to verify the accuracy of the information in the Disclosure Documents.

9.	Representations and Warranties of the Company.  The Company represents
and warrants to Consultant, each such representation and warranty being deemed
to be material, that:

(a)	The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;

(b)	The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law;

(c)	The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;

(d)	Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete and
not misleading, in all material respects;

(e)	The Shares, when issued, will be duly and validly issued, fully paid
and nonassessable with no personal liability to the ownership thereof;

(f)	The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such
materials and will inform Consultant of any inaccuracies contained therein
prior to dissemination;

(g)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction.

10.	Representations and Warranties of Consultant.  By virtue of the
execution hereof, and in order to induce the Company to enter into this
Agreement, Consultant hereby represents and warrants to the Company as follows:

(a)	It has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;

(b)	It has the requisite skill and experience to perform the services
and to carry out and fulfill its duties and obligations hereunder;

(c)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction,
(d)	Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.

11.	Liability of Consultant.  In furnishing the Company with management
advice and other services as herein provided, Consultant shall not be liable
to the Company or its creditors for errors of judgment or for anything except
malfeasance or gross negligence in the performance of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement.  It
is further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 11, Consultant shall
not be accountable for any loss suffered by the Company by reason of the
Company's action or non-action on the basis of any advice, recommendation or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility
for the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.

12.	Confidentiality.  Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

13.	Notice.  All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be m writing and shall
be deemed to have been given when mailed at any general or branch United States
Post office enclosed in a certified post-paid envelope and addressed to the
address of the respective party first above stated.  Any notice of change of
address shall only be effective however, when received.

14.	Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the Company, its successors, and assigns, including, without
limitation, any corporation which may acquire all or substantially all of the
Company's assets and business or into which the Company may be consolidated or
merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.

15.	Termination.  Consultant agrees that the Company may terminate this
Agreement at any time providing prior written notice of termination to
Consultant.  Any notice of termination shall only be effective however, when
received.

The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company.  Any notice of
termination shall only be effective however, when received.

16.	Applicable Law.  This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada, and for all purposes shall be construed
in accordance with the laws of said state.  The Company

(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada State
District Court, County of Clark, or in the United States District Court
for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada State
District Court, County of Clark, and the United States District Court for
the State of Nevada in any such suit, action or proceeding.

17.	Other Agreements.  This Agreement supersedes all prior understandings
and agreements between the parties.  It may not be amended orally, but only by
writing signed by the parties hereto.

18.	Non-Waiver.  No delay or failure by either party in exercising any right
under this Agreement, and no partial or single exercise of that right shall
constitutes a waiver of that or any other right.

19.	Heading.  Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.

20.	Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shal1 be deemed an original but all of which
together shall constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.		Sandra J. Wasserman

By _/s/ Rendal Williams				By /s/ Sandra J. Wasserman

AGREEMENT FOR CONSULTING SERVICES

AGREEMENT made and entered into as of this 10th day of May 2003 (the
"Agreement"), by and between Barrington Foods International, Inc., a Nevada
corporation (the "Company") with principal offices in Las Vegas, NV and Richard
S. Keats, a Florida resident ("Consultant") and supercedes any and all earlier
agreements pertaining to the Company and Consultant.

Whereas, the Consultant is in the business of providing services, advice and
management services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1.	Engagement.  The Company agrees to engage Consultant and Consultant
agrees to provide services, advice and management services to the Company.  It
is hereby agreed and acknowledged that by this agreement, Consultant is not
made an agent of the Company and shall not act as an authorized agent of the
Company.

2.	Term.  The term of this agreement shall commence on the date hereof and
shall continue for a period of six (6) months.

3.	Services.  Consultant shall render advice and assistance to the Company
on business related matters (the "Services") and in connection there with shall:

(a)	cause its principals to attend meetings of the Company's Board of
Directors or Executive Committee(s) when so requested by the Company;

(b)	cause its principals to attend meetings at the request of the
Company and review, analyze and report on proposed business opportunities;

(c)	consult with the Company concerning on-going strategic corporate
planning and long term investment policies, including any revision of the
Company's business plan;

(d)	consult with, advise and assist the Company in identifying, studying
and evaluating merger, acquisition, joint venture, strategic alliance,
recapitalization and restructuring proposals, including the preparation of
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto;

(e)	assist the Company in obtaining technical and advisory assistance
from other professionals where necessary or advisable, including, but not
limited to attorneys and accountants and assist such persons;

(f)	assist in the preparation and distribution of press releases,
whenever appropriate, to be made available to the press in general,
customers, suppliers and selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(g)	assist in the preparation and distribution of corporate brochures
and research reports to selected NASD broker-dealers, financial
institutions, and the Company's shareholders;

(h)	assist the Company in implementing its financial public relations
program, including, but not limited to distribution of collateral material
to broker-dealer firms.

(i)	assist in the handling of outstanding legal issues and cases
regarding the company including having full authority of the Board of
Directors to settle any such matters.

(j)	provide the Company with advice related to aforementioned
activities.

In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make itself available to
evaluate all proposals that relate to any financing undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.

4.	Compensation.

(b) The Company shall cause to be issued to the Consultant, as a non-
refundable retainer for prior services rendered and for entering
into this agreement 1,500,000 (one million five hundred thousand)
shares of its Common Stock which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.

(b)	All out-of-pocket expenses incurred by the Consultant in the
performance of the Services to be incurred hereunder shall be borne by the
Company and paid upon submission of appropriate documentation thereof,
provided, however, prior authorization is required for amounts in excess
of $250.

5.	Best Efforts Basis.  Subject to Section 7 and the last sentence of
Section 5 hereof, Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents perform all the duties that
may be required of it pursuant to the terms of this Agreement. The Company
specifically acknowledges and agrees, however, that the services to be rendered
by Consultant shal1 be conducted on a "best-efforts" basis and has not, cannot
and does not guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from its
efforts.

6.	Company's Right to Approve Transaction.  The Company expressly waives
the right to approve transactions introduced by Consultant that involves the
Company as a party to any agreement.  Consultant and the Company mutually agree
that Consultant is hereby authorized to enter any agreement on behalf of the
Company.

7.	Non-Exclusive Services.  The Company understands that Consultant is
currently providing certain advisory and financial public relation services to
other individuals and entities and agrees that Consultant is not prevented or
barred from rendering services of the same nature or a similar nature to any
other individuals or entities and acknowledges that such Services may from time
to time conflict with the timing of and the rendering of Consultant's services.
In addition, Consultant understands and agrees that the Company shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8.	Information Regarding Company.  Consultant represents and warrants that
it has received copies of the Company's financial statements and other
disclosure documents (collectively, the "Disclosure Documents").  Consultant
represents that it has read the Disclosure Documents and has reviewed all such
information with its legal, financial and investment advisors to are extent it
deemed such review necessary or appropriate. Because of the Company's financial
condition and other factors, the receipt of capital stock of the Company as
compensation under this Agreement involves a high degree of risk, including the
risks that such stock may substantially decrease in value.  The Consultant
acknowledges and accepts that risk.  Consultant further represents that it has
been afforded the opportunity to discuss the Company with its management.
As a result, Consultant is cognizant of the financial condition and operations
of the Company, has available full information concerning its affairs and has
been able to evaluate the merits and risks of being compensated in common stock
of the Company. Consultant represents and warrants to the Company that it has
received from the Company and has otherwise had access to all information
necessary to verify the accuracy of the information in the Disclosure Documents.

9.	Representations and Warranties of the Company.  The Company represents
and warrants to Consultant, each such representation and warranty being deemed
to be material, that:

(a)	The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;

(b)	The execution and performance of this agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law;

(c)	The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation nor it will violate any
provision of the organizational documents of the Company or any
contractual obligation by which the Company may be bound;

(d)	Because Consultant will rely upon information being supplied it by
the Company, all such information shall be true, accurate, complete and
not misleading, in all material respects;

(e)	The Shares, when issued, will be duly and validly issued, fully paid
and nonassessable with no personal liability to the ownership thereof;

(f)	The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such
materials and will inform Consultant of any inaccuracies contained therein
prior to dissemination;

(g)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction.

10.	Representations and Warranties of Consultant.  By virtue of the
execution hereof, and in order to induce the Company to enter into this
Agreement, Consultant hereby represents and warrants to the Company as follows:

(a)	It has full power and authority to enter into this Agreement, to
enter into a consulting relationship with the Company and to otherwise
perform this Agreement in the time and manner contemplated;

(b)	It has the requisite skill and experience to perform the services
and to carry out and fulfill its duties and obligations hereunder;

(c)	The services to be provided by Consultant to the Company hereunder
are not in connection with or related to the offer or sale of securities
of the Company in a capital raising transaction,
(d)	Consultant is not an affiliate of or associated with any broker-
dealers or associated with any finders which the doing or have done
business with the Company.

11.	Liability of Consultant.  In furnishing the Company with management
advice and other services as herein provided, Consultant shall not be liable
to the Company or its creditors for errors of judgment or for anything except
malfeasance or gross negligence in the performance of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement.  It
is further understood and agreed that Consultant may rely upon information
furnished to it reasonably believed to be accurate and reliable and that,
except as set forth herein in the first paragraph of this Section 11,
Consultant shall not be accountable for any loss suffered by the Company by
reason of the Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility
for the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.

12.	Confidentiality.  Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any
associated persons where it reasonably believes they will come in contact with
confidential material.

13.	Notice.  All notices, requests, demands and other communications
provided for by this Agreement shall, where practical, be m writing and shall
be deemed to have been given when mailed at any general or branch United States
Post office enclosed in a certified post-paid envelope and addressed to the
address of the respective party first above stated.  Any notice of change of
address shall only be effective however, when received.

14.	Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the Company, its successors, and assigns, including,
without limitation, any corporation which may acquire all or substantially all
of the Company's assets and business or into which the Company may be
consolidated or merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.

15.	Termination.  Consultant agrees that the Company may terminate this
Agreement at any time providing prior written notice of termination to
Consultant.  Any notice of termination shall only be effective however, when
received.

The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company.  Any notice of
termination shall only be effective however, when received.

16.	Applicable Law.  This Agreement shall be deemed to be a contract made
under the laws of the State of Nevada, and for all purposes shall be construed
in accordance with the laws of said state.  The Company

(i) agrees that any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted exclusively in Nevada State
District Court, County of Clark, or in the United States District Court
for the State of Nevada,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Nevada State
District Court, County of Clark, and the United States District Court for
the State of Nevada in any such suit, action or proceeding.

17.	Other Agreements.  This Agreement supersedes all prior understandings
and agreements between the parties.  It may not be amended orally, but only by
a writing signed by the parties hereto.

18.	Non-Waiver.  No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that right
shall constitutes a waiver of that or any other right.

19.	Heading.  Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.

20.	Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.		Richard S. Keats

By /s/ Rendal Williams				By /s/ Richard S. Keats

Exhibit 5.1

Dvorak & Associates, Ltd.
Attorneys and Counselors at Law
136 Arbor Way
Henderson NV 89074
PO Box 230656
Las Vegas, NV 89123
702.768.2960
(Fax)702.920.8732
bdvorak@cox.net

June 23, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:   	BARRINGTON FOODS INTERNATIONAL, INC., REGISTRATION STATEMENT
ON FORM S-8:  CONSULTING SERVICES CONTRACT

Gentlemen:

We have been requested by Barrington Foods International, Inc., a Nevada
corporation (the "Company"), to furnish you with our opinion as to the matters
hereinafter set forth in connection with the above-captioned registration
statement (the "Registration Statement") covering an aggregate of Two Million
(2,000,000) Shares (the "Shares") of the Company's common stock, par value
$.001 per Share offered on behalf of the Company in connection with (i) the
Company's Consultant Agreements between the Company and Sandra J. Wasserman
(1,000,000 shares) and Richard S. Keats (1,000,000) shares.

We have examined the Written Consulting Agreement and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
other documents as we have deemed relevant under the circumstances.  In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of
any documents submitted to us as copies to their respective originals.  As to
certain questions of fact material to this opinion, we have relied without
independent investigation upon statements or certificates of public officials
and officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid
and non-assessable.

In connection with this opinion, we have examined the Registration Statement,
the Company's Articles of Incorporation and By-laws, and such other documents
as we have deemed necessary to enable us to render the opinion hereinafter
expressed.

We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of Nevada.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Legal Opinions"
in the prospectus included in the Registration Statement.

This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such
state securities rules, regulations and laws as may be applicable.

Very truly yours,

Brian Dvorak, Esq.