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                              CONSULTING AGREEMENT


     AGREEMENT  made  this  19th day of April, 2002, between Peoplesway.com Inc.
("PLWY"), having a principal place of business located at 2969 Interstate Street
Charlotte,  North  Carolina  28208, and  Mr. Jean-Francois Amyot ("CONSULTANT"),
with  a  place  of  business  at 18 Alfred-Grefford, Notre Dame de L'Ile Perrot,
Quebec  CANADA,  J7V  9L8

                         RECITALS:

     A.     CONSULTANT  is  engaged  in  the  business  of  providing  agent
representation  to  corporation  seeking  to  do  business  in  China;  and

     B.     PLWY  desires  to retain Consultant for the above purpose as well as
other  consulting  services;  and

     C.     The  parties  wish  to  reduce  their  agreement  to  writing.

     NOW  THEREFORE,  in consideration of their mutual promises made herein, and
for  other  good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged  by  each party, the parties, intending to be legally bound, hereby
agree  follows:

       I.     RECITALS     The  parties  agree  that  the foregoing recitals are
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true  and  correct  and  are  incorporated  herein  by  reference.

     II.     ENGAGEMENT     PLWY hereby engages Consultant and Consultant hereby
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accepts  such  engagement  upon  the  terms  and  conditions  set  forth in this
Agreement.

A.  DUTIES:  Consultant  is  engaged by PLWY to assist the company in setting up
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and  negotiating,  on  terms  acceptable  to PLWY, joint venture agreements with
potential  partners  in  China.  The Consultant will arrange meetings as soon as
reasonably  practicable  and will accompany representatives of PLWY to China for
completion  of  agreements.

B.  TERMS:  Subject to the terms of this Agreement relating to termination, this
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Agreement  shall  continue  in  full  force  and  effect for a term of 12 months
through  from  the  date hereof, and may be renewed for successive periods of 12
months  thereafter by the mutual written agreement of the parties hereto made at
least  one  (1)  month  prior  to  the  expiration  of  such  term.


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A.      FEE  STRUCTURE      FEE  STRUCTURE
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1.          Time  is of the Essence:  Time is of the essence with respect to the
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parties'  respective  obligations  under  this  Agreement.

2.          Amount  of  Fee:  PLWY  hereby  agrees  to  pay  Consultant a fee of
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100,000  free trading shares of PLWY common stock, in consideration for all work
completed  to  date  and  for  all  services to be provided over the term of the
contract.





          B.  EXPENSE  REIMBURSEMENT  Both  The Company and the Consultant agree
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that:

A. Both the Consultant and The Company shall be responsible for their own normal
and  reasonable  out-of-pocket  expenses.

C.  INDEPENDENT  CONTRACTORS  In  all  matters  relating  to  this Agreement and
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otherwise,  the  parties  hereto  shall  be  and act as independent contractors,
neither  shall  be the employee or agent of the other, and each shall assume any
and  all liabilities for its own acts. As a result of its independent contractor
status,  Consultant  shall  be  responsible  for  any and all income taxes, FICA
contributions,  and  any  and  all other employment related taxes or assessments
which  may  be  required  of  Consultant  under  any  federal  or state statute,
regulation  or administrative ruling.  Neither party shall have any authority to
create  any  obligations,  express  or implied, on behalf of the other party and
neither  party  shall  have  any  authority  to  represent the other party as an
employee  or  in  any  capacity  other  than  as  herein  provided.

III.  TERMINATION:  This  Agreement  may  be terminated by the written notice of
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either party hereto forwarded to the other party hereto. This Agreement shall be
binding on the parties hereto for the Term provided herein, unless terminated as
provided  herein.

IV.  ARBITRATION:  ny  controversy  or  claim  arising out of or relating in any
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matter  to this consulting agreement, or alleged breach thereof by either party,
shall  be  settled  by  arbitration  administered  by  the  American Arbitration
Association  under its existing Commercial Arbitration Rules. All hearings as to
any  such  controversy  or  claim  shall  be  held in Mecklenburg county , North
Carolina.  The  prevailing  party  shall  be  entitled to an award of reasonable
attorney's  fees  by  the  Arbritator(s)  and  it  may  be included in any award
rendered.  Judgement  on the award rendered by the Arbiterator(s) may be entered
in  any  State  Court  within  the  State  of North Carolina having jurisdiction
thereof  or  in  the  United  Stated  district  Court  for the District of North
Carolina.  The  parties  also  agree  that  the AAA optional rules for Emergency
Measures  of  Protection  shall  apply  to  the  proceedings.

Solely  by  virtue  of  their  respective  execution  of  this  Agreement and in
consideration  for  the  mutual covenants of each other, PLWY and the Consultant
hereby  agree, consent and acknowledge that, in the event of the failure by PLWY
to  pay  the  consideration to the Consultant or in the event of a breach of any
other  material  term, the Consultant will be without adequate remedy-at-law and
shall  therefore, be entitled to immediately redress any material breach of this
Agreement  by  temporary or permanent injunctive or mandatory relief obtained in
an  action  or  proceeding  instituted  in  the  District  or  County  Court  of
Mecklenburg  County, State of North Carolina or the United States District Court
for  the District of North Carolina without the necessity of proving damages and
without  prejudice to any other remedies which the Consultant may have at law or
in  equity.

     V.  INJUNCTIVE  RELIEF:  Consultant agrees that its violation or threatened
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violation  of  any of the provisions of this Agreement shall cause immediate and
irreparable  harm  to  PLWY  and,  in  such  event,  an  injunction  restraining
Consultant  from such violation may be entered against Consultant in addition to
any  other  relief  available  to  PLWY.

     VI.  REPRESENTATIONS  AND  WARRANTIES:  Consultant  represents,  warrants,
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covenants  and  agrees that Consultant has a right to enter into this Agreement;
that  Consultant is not a party to any agreement or understanding whether or not
written  which  would  prohibit  Consultant's  performance  of  its  obligations
hereunder  any  proprietary  information  of any other party which Consultant is
legally  prohibited  from  using.  A breach of this Paragraph VI shall be ground
for  immediate  termination  of  this  Agreement.

     VII.  INDEMNIFICATION  AND  HOLD  HARMLESS  CLAUSE:  Each  party  to  this
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Agreement  agrees  to  indemnify  and  hold harmless the other party against any
losses,  claims,  liabilities,  damages and the like, joint or several, to which
the  other  directly  or indirectly may become subject to in connection with and
arising  out  of the services which are the subject of this Agreement, except as
may  be  the  direct  cause of the gross negligence or willful misconduct of the
party  seeking  indemnification.

     VIII.  NOTICE:  Any  notice  given  or  required  to  be  given  under this
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Agreement shall be in writing and service thereof shall be sufficient if sent be
hand  or  by telex or telegram, facsimile transmission or other similar means of
communication  if  confirmed  by  mail,  or  by  certified  mail, return-receipt
requested,  with  postage prepaid, directly to the parties' respective addresses
herein  above  set  forth.  Each  party  may, from time to time, by like written
notice, designate a different address to which notice should thereafter be sent.
Any  notice  shall be deemed to have been given when placed in the United States
mail.

     IX.  SURVIVAL:  The covenants contained in this Agreement shall survive the
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termination  of  this  Consulting  Agreement,  for whatever reason, and shall be
binding  on  the  parties.

     X.  BINDING  EFFECT:  The  terms of the Agreement shall be binding upon the
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respective  parties  hereto,  their  heirs,  their  owners, co-owners, partners,
associates,  employers,  affiliates,  subsidiaries,  parent companies, nominees,
representatives,  employees, agents, Consultants, Consultants and successors and
assigns.

     XI.  ASSIGNMENT:  This  Agreement  and the rights and obligations hereunder
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may  not  be  assigned or delegated by either party without the prior consent of
the  other  party.

XII.  LAWS OF THE STATE OF NORTH CAROLINA:  This Agreement shall be deemed to be
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made
in,  governed  by  and  Interpreted  under  and  construed  in  all  respects in
accordance  with  the  laws of the State of  North Carolina, irrespective of the
country  or  place  of  domicile or residence of either party. In   the event of
controversy  arising  out  of  the  interpretation, construction, performance or
breach  of  this  Agreement,  the  parties  hereby  agree  and  consent  to  the
jurisdiction  and  venue  of the District or County Court of Mecklenburg County,
North  Carolina;  or  the United States District Court for the District of North
Carolina,  and further agree and consent that personal service or process in any
such action or Proceeding outside of the State of North Carolina and Mecklenburg
County shall be tantamount to service in person within Mecklenburg County, North
Carolina  and  shall  confer personal jurisdiction and venue upon either of said
Courts.

     XIII.  VENUE: The State of North Carolina shall be proper venue for any and
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all  litigation  and  other  proceeds  involving  this  Agreement.

     XIV.  COUNTERPARTS:  This  Agreement  may  be  signed  in  more  than  one
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counterpart, in which case each counterpart shall constitute an original of this
Agreement.

     XV.  SEVERABILITY:  In  the  event that any term, covenant, or condition of
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this  Agreement  or the application thereof to any party or circumstances shall,
to  any extent, be invalid or unenforceable, the remainder of this Agreement, or
the  application of such term, covenant or condition to parties or circumstances
other than those as to which it is held invalid or non enforceable, shall not be
affected  thereby; and each term, covenant, or condition of this Agreement shall
be  valid  and  shall  be  enforced  to  the  fullest  extent  permitted by law.

     XVI. MODIFICATION:  No amendment, modification, or waiver of this Agreement
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or  any  provision  hereof  shall  be valid unless in writing duly signed by the
parties  hereto,  which writing specifically refers to this Agreement and states
that  it  is  an  amendment,  modification,  or  waiver.

     XVII.  ENTIRE  AGREEMENT:  This  Agreement  represents the entire agreement
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between the parties to this Agreement concerning its subject matter, and any and
all prior representations and agreements with respect to such subject matter, if
any,  are  merged  herein  and  are  superseded  by  this  Agreement.

     XVII.  CONSTRUCTION:  Paragraph  headings  are for convenience only and are
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not  intended  to expand or restrict the scope or substance of the provisions of
this  Agreement.  Whenever  used  herein, the singular shall include the plural,
the  plural shall include the singular, and pronouns shall be read as masculine,
feminine,  or  neuter  as  the  context  requires.


     IN  WITNESS  WHEREOF,  the parties have signed this Agreement as of the day
and  year  first  above  written.



Peoplesway.com,  Inc.

Date:  _______________
By:  ________________________


CONSULTANT
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Date:  _______________
By:  ________________________
Jean-Francois Amyot