[GRAPHIC OMITTED]
                 Suite 406, 500 Union Street, Seattle, WA 98101
                    Telephone: 206 903.1351 Fax: 206 903.1352


August 28, 2005

Jerry D. Goldberg
4815 91st Avenue SE
Mercer Island, WA.  98040

Dear Jerry:

Re:  Compensation Package

As per our  discussions,  Visualant would like you to be its CFO,  Secretary and
Treasurer for which it can offer the following compensation package:


     o    250,000  options to purchase  stock at US$0.75 per share until  August
          24th, 2008,  vesting at the rate of 25% options up front commencing on
          August 24th, 2005 and 25% vesting each year thereafter.
     o    US  $3,250.00  per month  beginning  August  24th,  2005 on a retainer
          basis.  Cash  compensation is based upon time necessary to fulfill all
          CFO duties and responsibilities.
     o    Cash  compensation to be revisited as Visualant work load ramps up and
          major financing has been secured.
     o    Visualant  agrees to allow outside  consulting work to supplement your
          income until it can offer more and  Visualant  responsibilities  ramp.
          Visualant   responsibilities   take  priority  to  all  other  outside
          opportunities. Pre-approval required by CEO.
     o    Reimbursement of ordinary and necessary  expenses with pre-approval by
          CEO.
     o    Stock bonus to be negotiated based upon performance targets.
     o    Benefits which are appropriate for the position.


Please sign and return a copy of this letter to acknowledge your agreement.

Yours very truly,

/s/ Ralph M. Brier
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    Ralph M. Brier
    President/CEO


Accepted and agreed.

/s/ Jerry Goldberg
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    Jerry Goldberg