EXHIBIT 10.5 LETTER BETWEEN THE CO & GOLDBERG

Exhibit 10.5

VISULANT [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