<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>form10sba2-ex995.txt
<TEXT>
                                                           [EXHIBIT 99.5]

                           CONSULTING AGREEMENT

This consulting agreement ("Agreement"), effective as of November 29,
2006 supersedes all other consulting entered by and between Third-
Order Nanotechnologies, Inc. a Delaware corporation ("the Company or
"Company") and Wall Street Resources, Inc., a Florida corporation
("Consultant").

RECITALS
--------

WHEREAS, the Company is a public company with its shares of common
stock trading under the symbol "TDON" on the OTC exchange in the
United States; and

WHEREAS, Consultant has experience in the area of security analysis,
corporate finance, investor communications; and

WHEREAS, the Company desires to engage the services of Consultant to
provide written analytical coverage and consultation with the Company
in matters concerning corporate finance and investor communications
with existing shareholders, brokers, dealers and other investment
professionals, as to the Company's current and proposed activities;

NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, and intending to be legally
bound, the Company and Consultant agree as follows:

2.  Term of Consultancy. The Company engages Consultant to act in a
    --------------------
    consulting capacity to the Company, and Consultant agrees to
    provide services to the Company commencing on the date first set
    forth above and ending six months after the completion of the 1st
    analytical report (the "term of this Agreement").

3.  Duties of Consultant. The Consultant will generally provide the
    following consulting services (the "Services") during the term of
    this Agreement:

   a.  Provide written analytical coverage and reports, advise and
        assist the Company in developing and implementing
        appropriate plans and materials for presenting the Company
        and its business plans, strategy and objectives to the
        financial community;

    b.  Disseminate analytical reports regarding the Company to
        shareholders, brokers, dealers and other investment
        community professionals and the general investing public
        within the Consultant's network;

    c.  With the cooperation of the Company, revise, update and
        provide summary reports during the term of this Agreement
        regarding the


<PAGE>


        Company's plans, strategy, and financial data, as may evolve
        during such period, and advise and assist the Company in
        communicating appropriate information regarding such plans,
        strategy and financial data to the financial community;

    d.  Assist and advise the Company with respect to its relations
        with brokers, dealers, analysts and other investment
        professionals;

    e.  Perform the functions generally assigned to an communications
        consulting firm, including writing analytical reports,
        responding to telephone and written inquiries from brokers,
        dealers, analysts and other investment professionals (which
        may be referred to the Consultant by the Company);

    f.  Upon receipt of the Company's approval, conduct meetings in
        person or by telephone, with brokers, dealers, analysts,
        other investment professionals and the general investment
        public.

3.  Allocation of Time and Energies. The Consultant will perform the
    -------------------------------
    Services in a professional manner in accordance with accepted
    industry standards and in compliance with applicable securities
    laws and regulations. Although no specific hours-per-day
    requirement will be required, the parties acknowledge and agree
    that a disproportionately large amount of the effort to be extended
    and the costs to be incurred by the Consultant, and the benefits to
    be received by the Company, are to be expected to occur upon and
    shortly after, and in any event, within two months of the
    effectiveness of this Agreement. It is explicitly understood that
    Consultant's performance of its duties hereunder will in no way be
    measured by the price of the Company's common stock, nor the
    trading volume of the Company's common stock. It is understood that
    the Company is entering into this Agreement with the understanding
    that Gerald N. Kieft will be the principal of Consultant during the
    entire term of this Agreement.

4.  Remuneration. As full and complete compensation for Consultant's
    ------------
    agreement to perform the Services, the Company shall compensate the
    Consultant as follows:

    a.  For undertaking this engagement and for other good and
        valuable consideration, the Company agrees to issue and
        deliver to the Consultant a "Commencement Bonus", payable in
        the form of 60,000 shares of the Company's 144 restricted
        Common Stock ("Common Stock") and $15,000 in cash. The 144
        restricted Common Stock portion of the Commencement Bonus
        shall be issued to the Consultant immediately following
        execution of this Agreement and shall, when issued to the
        Consultant, be fully paid and non-assessable. The cash
        portion shall be paid to consultant in six equal payments of
        $2,500 beginning 30 days after the release of the 15t report
        and due in full post a cash infusion exceeding $500,000. The






                                  2
<PAGE>


        Company understands and agrees that Consultant has forgone
        significant opportunities to accept this engagement and the
        Company derives substantial benefit from the execution of
        this Agreement and the ability to establish its relationship
        with Consultant. The shares of Common Stock issued as a
        Commencement Bonus, therefore, constitute payment for
        Consultant's agreement to consult with the Company and are a
        nonrefundable and non-ratable retainer (with the exception of
        the provisions set forth in Section 15 below). Such Shares
        are not a prepayment for future services. If the Company
        attempts to terminate this Agreement prior to the expiration
        of its term for any reason whatsoever, it is agreed and
        understood that Consultant will not be requested or demanded
        by the Company to return any of the Shares paid to it
        hereunder.

    b.  All shares of the Common Stock issued pursuant to this
        Agreement shall be issued in the name of Consultant. The
        Company agrees that all shares of Common Stock issued to
        Consultant hereunder shall carry "piggyback registration
        rights" whereby such shares will be included in the next
        Registration Statement filed by the Company with the
        Securities and Exchange Commission ("SEC"), pursuant to which
        such shares and options could be registered, and Company will
        use its best efforts to cause such Registration Statement to
        be declared effective by the SEC as soon as possible
        thereafter. It is further agreed that if at any time during
        the term of this agreement, the Company or substantially all
        of the Company's assets are merged with or acquired by
        another entity, or some other change occurs in the legal
        entity that constitutes the Company, the Consultant shall
        retain and will not be requested by the Company to return any
        of the Common Stock issued to Consultant.

    c.  Consultant acknowledges that the shares of Common Stock to be
        issued pursuant to this Agreement (collectively, the "Shares")
        have not been registered under the Securities Act of 1933 and
        accordingly are "restricted securities" within the meaning of
        Rule 144 of the Act. As such, the shares may not be resold or
        transferred unless the Company has received an opinion of
        counsel reasonably satisfactory to the Company that such a
        resale or transfer is exempt from the registration
        requirements of Rule 144 of the Act.









                                  3
<PAGE>


5.  Expenses. Consultant agrees to pay for all its expenses (phone,
    --------
    labor, etc.), other than extraordinary items for which the Company
    will reimburse Consultant. Such extraordinary items include travel
    and entertainment required by/or specifically requested by the
    Company, luncheons or dinners for large groups of investment
    professionals, mass faxing to a sizable percentage of the Company's
    constituents, investor conference calls, print advertisements in
    publications, and like expenses which must be approved by the
    Company prior to its incurring an obligation for reimbursement.

6.  Indemnification.
    ---------------

    a.  The Company agrees to indemnify and hold harmless Consultant,
        its officers, directors, employees, affiliates and agents
        harmless from and against any and all losses, claims, damages
        and liabilities, related to or arising out of any breach by
        the Company of its obligations under this Agreement and/or
        the Company's actions in connection with the transactions
        and/or activities contemplated herein.

    b.  Consultant agrees to indemnify and hold harmless Company, its
        officers, directors, employees, affiliates and agents
        harmless from and against any and all losses, claims, damages
        and liabilities, related to or arising out of any breach by
        Consultant of its obligations under this Agreement and/or the
        Consultant's actions in connection with the transactions
        and/or activities contemplated herein.

7.  Representations. The Company warrants and represents that all oral
    ---------------
    communications, written documents or materials furnished to
    Consultant are accurate, and the Consultant warrants and represents
    that all communications by Consultant with the public, with respect
    to the financial affairs, operations, profitability and strategic
    planning of the Company, will be in accordance with information
    provided to it by the Company. The Consultant may rely upon the
    accuracy of the information provided by the Company without
    independent investigation. Consultant represents that it is not
    required to maintain any licenses and registrations under federal
    or any state regulations necessary to perform the Services set
    forth herein. Consultant acknowledges that to the best of its
    knowledge, the performance of the Services will not violate any
    rule or provision of any regulatory agency having jurisdiction over
    Consultant. Consultant acknowledges that to the best of its
    knowledge, Consultant and its officers and directors are not the
    subject of any investigation, claim, decree or judgment involving
    any violation of the SEC or securities law.

8.  Status as Independent Contractor. Consultant's engagement pursuant
    --------------------------------
    to this Agreement shall be as independent contractor, and not as
    employee, officer or other agent of the Company. Neither party to
    this Agreement shall represent or hold itself out to be the
    employer or employee of the other. Consultant further








                                  4
<PAGE>



    acknowledges the consideration provided hereinabove is a gross
    amount of consideration and that the Company will not withhold
    from such consideration any amounts as to income taxes, social
    security payments or any other payroll taxes. All such income
    taxes and other such payment shall be made or provided for by
    Consultant and the Company shall have no responsibility or duties
    regarding such matters. Neither the Company nor the Consultant
    possesses the authority to bind each other in any agreements,
    without the express written consent of the entity to be bound.

9.  Attorneys' Fees. If any legal action(s) or any arbitration or
    ---------------
    other proceeding(s) is brought for the enforcement or interruption
    of the Agreement, or because of alleged dispute, breach, default
    or misrepresentation in connection with or related to this
    Agreement, the successful or prevailing party shall be entitled to
    recover reasonable attorney's' fees and other costs in connection
    with that action(s) or proceeding(s), in addition to any other
    relief to which they may be entitled.

10. Waiver. The waiver by either party of a breach of any provIsion
    ------
    of this agreement by the other party shall not operate or be
    construed as a waiver of any subsequent breach by such other
    party.

11. Notices. All notices, requests, and other communications hereunder
    -------
    shall be deemed to be duly given if sent by U.S. mail, postage
    prepaid, addressed to the other party at the address set forth
    herein below:




    Company Address:                     Consultants Address:
    Third-Order Nanotechnologies,Inc.    Wall Street Resources, Inc.
    2601 Annand Drive                    2646 SW Mapp Road
    Suite 16                             Suite 303
    Wilmington, DE 69801                 Palm City, FL 34990



    Either party may change address, to which notices for it
    shall be addressed by providing notice of such change to the
    other party, in the manner set forth in this paragraph.

12. Choice of Law, Jurisdiction and Venue. This Agreement shall be
    -------------------------------------
    governed by, construed and enforced in accordance with the
    internal laws of the State of Delaware, without giving effect to
    its conflict of laws or choice of law principles.

13. Arbitration. Any controversy or claim arising out of or relating
    -----------
    to this Agreement, or the alleged breach thereof, or relating to
    Consultant's activities or remuneration under this Agreement,
    shall be settled by binding arbitration in Wilmington, Delaware in
    accordance with the applicable rules of the American Arbitration
    Association, and judgment on the award rendered by the
    arbitrator(s) shall be binding on the parties and may be entered
    in any court having jurisdiction.


                                  5
<PAGE>


14. Due Diligence Period. The Consultant retains the right to
    --------------------
    terminate this Agreement for thirty (30) days from the
    effectiveness of this Agreement while Consultant completes due
    diligence. Consultant explicitly understands that all Cash,
    Common Stock, Options or any other compensations received by
    the Consultant from the Company will be forfeited and returned
    to the company within five (5) days of written termination of
    the Agreement.

15. Right to Change Opinion. It is explicitly understood that
    -----------------------
    forecasts, price targets and ratings are based heavily upon
    timely information supplied by the Company that is deemed to
    be realistic and accurate. Consultant reserves the right to
    revise their opinion regarding, but not limited to, revenue
    projections, income projections, price targets or rating in
    light of new information or if any prior information is found
    to be inaccurate or misleading. It is further agreed that
    Consultant reserves the right to revise their opinion
    regarding, but not limited to, revenue projections, income
    projections, price targets or rating in light of any
    significant or material change in the Company including, but
    not limited to, excessively dilutive financing, change in
    business model, merger, acquisition or change in management.

16. Complete Agreement. This Agreement contains the entire
    ------------------
    agreement of the parties relating to the subject matter
    hereof. This Agreement and its terms may not be changed
    orally, but only by an agreement in writing signed by the
    party against whom enforcement of any waiver, change,
    modification, extension or discharge is sought.













                                  6
<PAGE>


AGREED TO:


"The Company"                     Third-Order Nanotechnologies, Inc.
                                  2601 Annand Drive
                                  Suite 16
                                  Wilmington, DE  19808




Dated: Nov 30 '06                 By: /s/ Frederick J. Goetz
       ------------               --------------------------------
                                  Dr. Frederick J. Goetz
                                  President, CEO
                                  And its Duly Authorized Officer


"Consultant"                      Wall Street Resources, Inc.
                                  2646 SW Mapp Road
                                  Suite 303
                                  Palm City, FL  34990


Dated:  11/30/06                 By: /s/ Gerald N. Kieft
        ----------               -----------------------------
                                 Gerald N. Kieft
                                 President
                                 And its Duly Authorized Officer










                                  7
<PAGE>









</TEXT>
</DOCUMENT>
