Exhibit 10.1

                            CONSULTING AGREEMENT WITH
                             BIG SKY MANAGEMENT LTD.


                             Big Sky Management Ltd.
                         Suite 1650, 200 Burrard Street
                       Vancouver, British Columbia V6C 3L6



February 28, 2002                                                 CONFIDENTIAL

KS e-Media Holdings, Inc
8751 Francis  Road
Richmond , BC
V6Y 1A8

Attention: Mayur Pandya

Dear Sirs:

Re: Consulting Agreement

This letter  agreement  (the  "Agreement")  sets forth the terms and  conditions
under which KS E-Media  Holdings,  Inc.  (the  "Company")  has  retained Big Sky
Management  Ltd. ("Big Sky") to serve as the Company's  financial  consultant in
connection with the Company's organization and financing.

Duties of the Consultant

1.       Big Sky will assist the Company in effecting the Company's organization
         and financing on terms  acceptable to the Company.  In this regard,  we
         propose to undertake certain activities, including, if appropriate, the
         following:

         (a)  assisting the Company in preparing and refining its business plan;

         (b)  identifying,  introducing  to, and  consulting  as to strategy for
              initiating discussions with, potential investors; and

         (c)  assisting   in  the   preparation   and   review   of   definitive
              documentation  in connection with the Company's  organization  and
              financing  and  coordinating  same with  your  legal  counsel  and
              accountants.

2.       It is  acknowledged  by the Company that neither Big Sky nor any of its
         representatives  are  registered  with or  licensed  by any  securities
         commission  or like  authority  as an  underwriter,  broker,  dealer or
         financial  advisor  and that the  services to be provided by Big Sky to
         the  Company  hereunder  shall  expressly  not  include  trading in the
         Company's  securities (either as principal or agent),  participating in


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         an  offering  of the  Company's  securities  which is not  exempted  or
         otherwise in compliance with the requirements of applicable  securities
         laws,  or  engaging  in or  professing  to  engage in the  business  of
         advising  others with  respect to a purchase  or sale of the  Company's
         securities.

Consulting Fee

3.       Subject to  section 4 hereof,  Big Sky's  compensation  for its role as
         financial  consultant  will be the sum of  US$1500  per month  plus GST
         payable of $105 (the  "Consulting  Fee"). Big Sky and the Company agree
         that the Consulting  Fee shall be payable to Big Sky, in arrears,  from
         the date on which this  Agreement  is accepted by the  Company,  on the
         date on which the Company  closes its first  offering of securities and
         on the 1st day of each month thereafter.

Termination

4.       This agreement has no set term of engagement and can be terminated with
         30 days notice by either party..  It is expressly  understood  that the
         provisions  relating to the payment for the Expenses and the provisions
         of the  Indemnification  Agreement (as those terms are defined  herein)
         will survive  termination  of this  Agreement or the  completion of Big
         Sky's services hereunder.

Expenses

5.       In addition to the foregoing fees the Company agrees, upon request from
         time to  time,  to  promptly  reimburse  Big Sky for all  out-of-pocket
         expenses,  including,  but not  limited  to,  such  costs as  printing,
         telephone, fax, courier service, copying, accommodations and travel and
         direct computer expenses, and secretarial overtime ("Expenses").

Provision of Information and Indemnification Agreement

6.       In connection with Big Sky's engagement, the Company and its directors,
         officers,  employees,  representatives  and agents will furnish Big Sky
         with all data,  material,  and information  concerning the Company (the
         "Information") which Big Sky reasonably requests,  all of which will be
         accurate and complete in all material  respects at the time  furnished.
         The Company  recognizes and confirms that in undertaking the engagement
         contemplated  hereby, Big Sky will be using and relying  exclusively on
         the   Information   provided   by  the  Company   without   independent
         verification  and without  performing  any  appraisal  of the assets or
         businesses  of the  Company.  Big Sky is hereby  authorized  to use and
         deliver the  Information,  and any other data  obtained by Big Sky from
         reliable published  sources,  in accordance with this Agreement without
         limitation. In connection with the engagement of Big Sky hereunder, the
         Company   has   entered   into  a  separate   letter   agreement   (the
         "Indemnification  Agreement"),  dated as of the date hereof,  providing
         for the  indemnification  of Big Sky and certain related parties by the
         Company.




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Relationship

7.       In the  performance  of its  obligations  hereunder Big Sky shall be an
         independent  contractor  of the  Company.  Big Sky  shall  perform  the
         services  enumerated  herein  according to its own means and methods of
         work and shall not be subject  to the  control  or  supervision  of the
         Company.  The Company acknowledges that nothing in this Agreement shall
         be construed  to require Big Sky to provide  services to the Company at
         any specific time or in any specific place or manner.

Miscellaneous

8.       This Agreement and the Indemnification  Agreement constitute the entire
         agreement  between us with respect to the subject matter  hereof.  This
         Agreement  and  Indemnification  Agreement  shall  be  governed  by and
         construed  in  accordance  with the  laws of the  Province  of  British
         Columbia and the parties  hereto  irrevocably  attorn to the  exclusive
         jurisdiction of the Courts thereof and the Courts of Appeal  therefrom.
         Should suit be brought to enforce this Agreement or the Indemnification
         Agreement,  the prevailing  party shall be entitled to recover from the
         other reimbursement for reasonable attorneys' fees.

9.       No waiver of any of the provisions of this Agreement shall be deemed or
         shall  constitute a waiver of any other provision  hereof and no waiver
         shall constitute a continuing waiver. No waiver shall be binding unless
         written  notice  thereof is delivered by the party making the waiver to
         the other party.

10.      The offer  contained  herein will expire and be of no further  force or
         effect unless accepted in writing prior to the close of business on.

Please confirm that the foregoing  correctly sets forth our agreement by signing
and returning to us the enclosed  duplicate copy of this Agreement together with
the  Indemnification  Agreement.  We look forward to working with you and to the
successful conclusion of this engagement.


                                     Yours very truly,

                                     Big Sky Management Ltd.



                                     /s/ Eric Boehnke
                                     -----------------------
                                     Eric Boehnke
                                     President

Accepted and Agreed to as of
the 28th day of February,2002.

KS E- Media Holdings, Inc.

"Mayur Pandya"
Mayur Pandya
President

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Date February 28, 2002

DELIVERED BY COURIER                                             CONFIDENTIAL


BIG SKY  MANAGEMENT LTD.
Suite 1650, 200 Burrard Street
Vancouver, British Columbia V6C 3L6
Canada

Gentlemen:

In  consideration  of the agreement of Big Sky  Management  Ltd.  ("Big Sky") to
provide  financial  consulting  services  to  KS  E-Media  Holdings,  Inc.  (the
"Company"),  pursuant  to the  letter  agreement  of  even  date  herewith  (the
Agreement")),  and pursuant to the  Agreement,  we hereby agree to indemnify and
hold  harmless Big Sky, its  affiliates,  the  respective  directors,  officers,
agents and  employees of Big Sky and its  affiliates  and each  person,  if any,
controlling  Big Sky or any of its  affiliates  within  the  meaning  of  either
Section  15 of the  Securities  Act of  1933  or  Section  20 of the  Securities
Exchange  Act of 1934,  (Big Sky and each  such  other  person  are  hereinafter
referred to as an  "Indemnified  Person"),  from and  against  any such  losses,
claims, damages, expenses and liabilities (or actions in respect thereof), joint
or several, as they may be incurred (including all legal fees and other expenses
incurred  in  connection  with  investigating,   preparing,  defending,  paying,
settling or compromising any claim,  action,  suit,  proceeding,  loss,  damage,
expense or liability,  whether or not in connection  with an action in which any
Indemnified  Person is a named  party) to which any of them may  become  subject
(including in settlement of any action,  suit or proceeding,  if such settlement
is effected with the Company's consent,  which consent shall not be unreasonably
withheld),  and which are related to or arise out of Big Sky's  engagement,  the
transaction  contemplated by such engagement or any Indemnified Person's role in
connection  therewith,  including,  but not  limited  to,  any  losses,  claims,
damages,  expenses and liabilities (or actions in respect  thereof)  arising out
of, based upon or caused by any untrue  statement or alleged untrue statement of
a material  fact  contained in any  document of the Company,  or arising out of,
based upon or caused by any omission or alleged omission to state in any of them
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  in any of them not  misleading.  The Company will not,  however,  be
responsible  under the  foregoing  provisions  with respect to any loss,  claim,
damage,  expense or  liability  to the extent that a court  having  jurisdiction
shall have  determined by a final judgment (not subject to further  appeal) that
such loss, claim,  damage,  expense or liability  resulted from actions taken or
omitted to be taken by Big Sky due to its gross negligence or wilful misconduct.

If the  indemnity  referred  to above  should  be,  for any  reason  whatsoever,
unenforceable, unavailable to or otherwise insufficient to hold harmless Big Sky
and each Indemnified Person in connection with the transaction, each Indemnified
Person shall be entitled to receive from the Company, and the Company shall pay,
contributions  for such losses,  claims,  damages,  liabilities and expenses (or
actions in respect  thereof) so that each  Indemnified  Person  ultimately bears
only a portion  of such  losses,  claims,  damages,  liabilities,  expenses  and


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actions as is appropriate:  (i) to reflect the relative benefits received by Big
Sky on the one hand and the  Company  on the other hand in  connection  with the
transaction;  or (ii)  if the  allocation  on that  basis  is not  permitted  by
applicable law, to reflect not only the relative  benefits referred to in clause
(i) above but also the relative  fault of Big Sky and the Company in  connection
with the actions or  omissions  to act which  resulted in such  losses,  claims,
damages,  liabilities  or  expenses,  as well as any  other  relevant  equitable
considerations;  provided,  however,  that  in  no  event  shall  the  aggregate
contribution  of  all  Indemnified  Persons  to  all  losses,  claims,  damages,
liabilities, expenses and actions exceed the amount of the fee actually received
by Big Sky pursuant to the Agreement.  The respective relative benefits received
by Big Sky and the Company in connection  with the Agreement  shall be deemed to
be in the same  proportion  as the  aggregate  fee paid to Big Sky in connection
with the Agreement bears to the total  consideration  received by the Company in
connection with or arising from the Agreement. The relative fault of Big Sky and
the Company shall be determined by reference to, among other things, whether the
actions or  omissions  to act were by Big Sky or the  Company  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such action or omission to act.

The  indemnity,  contribution  and expense  payment  obligations  of the Company
referred to above shall be in  addition to any  liability  which the Company may
otherwise  have  and  shall be  binding  upon and  inure to the  benefit  of any
successors, assigns, heirs and representatives of any Indemnified Person and the
Company.  The Company  also agrees that the  Indemnified  Persons  shall have no
liability to the Company or any person asserting claims on behalf of or in right
of the Company for or in connection  with any matter  referred to in this letter
except to the extent that any such liability  results from the gross  negligence
or wilful  misconduct of Big Sky in performing the services that are the subject
of the Agreement and in no event shall such liability  exceed the amount of fees
actually received by Big Sky hereunder.



                                        Yours very truly,

                                        KS E-Media Holdings, Inc.



                                        /s/ Mayur Pandya
                                        -----------------------------
                                        Mayur Pandya
                                        President


Accepted and Agreed to as of
the 28th day of February, 2002.

BIG SKY MANAGEMENT LTD.


"Eric Boehnke"
Eric Boehnke
President

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