Exhibit 10.3
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                             LOAN AGREEMENT

THIS AGREEMENT dated for reference the 27th day of September, 2002.

BETWEEN:

          HEMPTOWN CLOTHING INC., a company incorporated under the laws
          of British Columbia and having its office at #2550-555 West
          Hastings Street, Vancouver, British Columbia, V6B 4N5

          (hereinafter collectively called the "Borrower")

                                                        OF THE FIRST PART
AND:

          DRAKE ENTERPRISES LTD., a company incorporated under the laws
          of British Columbia and having its office at 11th Floor 938
          Howe Street, Vancouver, British Columbia V6Z 1N9

          (hereinafter called the "Lender")

                                                       OF THE SECOND PART

     WHEREAS the Lender has agreed to make a loan of Fifty Thousand
United States Dollars ($50,000.00) to the Borrower.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
covenants and agreements contained herein, and each party intending to be
legally bound hereby, the parties hereto hereby represent, warrant, and
agree as follows:

1.   DEFINITIONS

     1.1  In this Agreement, the following terms have the meanings set
          forth after each:

          (a)  "Borrower" means Hemptown Clothing Inc.;

          (b)  "Event of Default" has the meaning assigned to that term
               in section 6.1;

          (c)  "Loan" means the loan of $50,000.00 U.S. made to the
               Borrower by the Lender;

          (d)  "Security Instruments" means the instruments referred to
               in Article 3 by which the Loan is or is to be secured;

     1.2  For purposes of this Agreement, except as otherwise expressly
          provided:

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          (a)  "this Agreement" means this loan agreement as it may from
               time to time be supplemented or amended and in effect;

          (b)  all references to this Agreement to designated "sections",
               "subsections" and other subdivisions are to the designated
               sections, subsections and other subdivisions of this
               Agreement;

          (c)  the words "hereof" and "hereunder" and other words of
               similar import refer to this Agreement as a whole and not
               to any particular section, subsection or other
               subdivision;

          (d)  the headings are for convenience only and do not form a
               part of this Agreement and are not intended to interpret,
               define or limit the scope, extent or intent of this
               Agreement or any provision hereof.

2.   THE $50,000.00 LOAN

     2.1  Subject to the terms and conditions hereof, the Lender will
          lend to the Borrower the sum of Fifty Thousand ($50,000.00)
          U.S. Dollars (the "$50,000.00 Loan") and which will be
          guaranteed by Ken Peter Lelek.

     2.2  The principal, shall become due and be paid as follows:

          (a)  the sum of $50,000.00 U.S. to be paid in full one year
               from the date hereof;

     2.3  The Borrower will pay fees to the Lender in connection with the
          $50,000.00 U.S. Loan as follows:

          (a)  Legal fees for the preparation of all security documents;

     2.4  The Borrower may prepay the $50,000.00 Loan in whole or in part
          at any time.

     2.5  As consideration for the granting of the Loan the Lender is
          hereby granted an option to purchase up to 200,000 free trading
          shares of the Company at $0.25 per share for a term of one year
          from the disbursement of the Loan.

3.   SECURITY

     3.1  The $50,000.00 Loan, interest thereon, if any, and all other
          amounts from time to time payable hereunder will be secured as
          follows:

          (a)  A Promissory Note executed by the Borrower;

          (b)  a mortgage granted by Ken Peter Lelek (the "Guarantor") on
               the property situated in the Municipality of West
               Vancouver, Province of British Columbia legally described
               as Lot J Block 3 District Lot 811 Plan LMP19313 to the
               Lender or a nominee of the Lender;

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(c) a guarantee by Ken Peter Lelek;

                      (hereinafter referred to as "Security Instruments")

4.   REPRESENTATIONS AND WARRANTIES

     4.1  The Borrower represents and warrants to the Lender that:

          (a)  the Borrower is duly incorporated and validly existing and
               in good standing under the laws of the Province of British
               Columbia and has full power and authority to own its
               assets, to carry on its business, to execute and deliver
               this Agreement and the Security Instruments to be executed
               and to comply with the provisions hereof and thereof and
               to duly perform and observe all of their obligations
               hereunder and thereunder;

          (b)  this Agreement constitutes a legal, valid and binding
               obligation of the Borrower enforceable in accordance with
               its terms;

          (c)  each of the Security Instruments, when executed and
               delivered by the Borrower and the Guaranator will
               constitute a legal, valid and binding obligation of the
               Borrower and the Guarantor, enforceable in accordance with
               its terms;

          (d)  all appropriate corporate and other acts, conditions and
               things required to be done and performed and to have
               happened prior to the execution and delivery of this
               Agreement and the Security Instruments, respectively, in
               order to make all of the obligations expressed to be
               incurred by the Borrower thereunder, legal, valid and
               binding and enforceable in accordance with their
               respective terms have been, or will have been, done and
               performed in due and strict compliance with all applicable
               laws prior to the execution and delivery thereof;

          (e)  the officers of the Borrower executing this Agreement and
               the Security Instruments, respectively, and all notices,
               certificates and other documents required hereunder or
               thereunder or otherwise related hereto or thereto, as the
               case may be, have, or will prior to such execution have
               been, fully authorized to execute the same for or on
               behalf of the Borrower;

          (f)  there is no law, decree, regulation or similar enactment,
               no provision of any instrument, agreement or other
               obligation by which the Borrower or its assets or
               undertaking is bound and no judgment, injunction or other
               order or award of any judicial, administrative,
               governmental or other authority or arbitrator which is or
               will be contravened by the execution and delivery of this
               Agreement or any of the Security Instruments or which will
               be contravened by the performance or observance of any of
               the obligations expressed to be incurred by the Borrower,
               in or pursuant hereto or thereto;
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          (g)  the Borrower is not in breach of any of the terms,
               covenants, conditions and provisions of, in default under
               and have not done or omitted to do anything which, with
               the giving of notice or lapse of time or otherwise, might
               constitute a default under any law, decree, regulation or
               similar enactment, any instrument, agreement or other
               obligation or any judgment, injunction or other order or
               award of any judicial, administrative, governmental or
               other authority or arbitrator by which the Borrower or any
               of its respective assets or undertakings is bound; and

          (h)  no litigation or administrative or arbitration or other
               proceeding before or of any court, tribunal, arbitrator or
               governmental or municipal or other authority or dispute
               with any governmental or municipal or other authority is
               presently in process, pending or threatened against the
               Borrower or any of its assets or undertaking which, if
               determined adversely to the Borrower might have a material
               adverse effect on the financial condition or operations of
               the Borrower or which might have an adverse effect on the
               ability of the Borrower to duly perform and observe any of
               their obligations under this Agreement or any of the
               Security Instruments.

5.   COVENANTS

     5.1  The Borrower covenants and agrees with the Lender that the
          Borrower will:

          (a)  duly and punctually pay or cause to be paid to the Lender
               the Loan, interest thereon, if any, and all other amounts
               from time to time payable hereunder on the date, at the
               place and in the manner set forth herein;

          (b)  preserve and maintain its corporate existence, licenses,
               rights, franchises, leases and real estate and privileges
               and all authorizations, consents, approvals, orders,
               licences, exemptions from or registrations or
               qualifications with any court or governmental department,
               public body, authority, commission, board, bureau, agency
               or instrumentality that is necessary or materially
               valuable in the operation of its business;

          (c)  comply with the requirements of all applicable laws,
               rules, regulations, orders and decrees of any
               administrative, governmental or judicial authority or
               organization or body, non-compliance with which might
               materially adversely affect the ability of the Borrower
               duly to perform and observe its obligations in or pursuant
               to this Agreement or any of the Security Instruments;

          (d)  as soon as practicable and in any event within five days
               after the occurrence thereof notify the Lender forthwith
               in writing of any occurrence of an Event of Default or any
               event which, with the giving of notice or lapse of time or
               otherwise, might constitute an Event of Default or of any
               failure by the Borrower to perform and observe any of its
               respective obligations in or pursuant to this Agreement or
               any of the

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               Security Instruments, as the case may be, and at the same
               time inform the Lender of any action taken or proposed to
               be taken by the Borrower in connection therewith;

          (e)  at any time and from time to time upon the written request
               of the Lender, execute and deliver such further documents
               and do such further acts and things as the Lender may
               reasonably request in order to effect the purposes of this
               Agreement or any of the Security Instruments, as the case
               may be.

6.   EVENTS OF DEFAULT

     6.1  Each of the following events is an "Event of Default":

          (a)  the Borrower defaulting in the payment of the principal or
               any other payments required to be made hereunder and not
               making such payments within five (5) days after written
               demand by the Borrower;

          (b)  any material representation or warranty made by the
               Borrower herein or in any of the Security Instruments or
               in any certificate or notice provided to the Lender by the
               Borrower pursuant hereto or thereto being or proving to be
               untrue or incorrect on the date as of which it was made in
               any material respect;

          (c)  any financial charge or encumbrance on the whole or any
               substantial part of the undertaking or assets of the
               Borrower becoming enforceable and the person or persons
               entitled to the benefit thereof taking steps to enforce
               such charge or encumbrance;

          (d)  any action or proceeding of or before any judicial,
               administrative, governmental or other authority or
               arbitrator being commenced, and not stayed or discharged
               within 15 days after it is commenced, to enjoin or
               restrain the performance or observance by the Borrower of
               the terms of this Agreement or any of the Security
               Instruments, to question in any manner the right or power
               of the Borrower to enter into, exercise their rights under
               or perform or observe the terms or conditions, or to
               question the legality, validity, binding nature or
               enforceability, hereof or thereof;

          (e)  any or all of the obligations of the Borrower in or
               pursuant to this Agreement or any of the Security
               Instruments being void or unenforceable or this Agreement
               or any of the Security Instruments in any material respect
               ceasing to be in full force and effect.

          (f)  the Borrower defaulting in any of the terms or conditions
               of any terms or conditions of any Permitted Encumbrances.

     6.2  Upon the occurrence and during the continuance of any Event of
          Default the Lender may, by notice in writing:
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          (a)  declare the Loan and all other amounts payable under this
               Agreement and the Security Instruments to be forthwith due
               and payable, whereupon the same shall become and be
               forthwith due and payable, without protest, presentment,
               demand or further notice of any kind.

7.   MISCELLANEOUS

     7.1  The Borrower shall pay all legal and other fees and
          disbursements, if any, incurred by the Lender in respect of the
          Loan, including the negotiation, preparation, execution and
          carrying out of this Agreement and the Security Instruments
          (including, without limitation, all legal fees and
          disbursements of counsel for the Lender).

     7.2  No failure or delay on the part of the Lender in exercising any
          right, power or privilege under this Agreement or any of the
          Security Instruments shall operate as a waiver thereof.

     7.3  All representations and warranties of the Borrower contained in
          this Agreement or any of the Security Instruments or in any
          other certificate or other writing delivered in connection
          herewith or therewith will survive the making of the Loan and
          any advance thereof and are material and have been or will be
          relied upon by the Lender notwithstanding any investigation
          made by or on behalf of the Lender.

     7.4  The Lender will execute and deliver and cause to be executed
          and delivered all instruments necessary to discharge the
          security created by the Security Instruments upon:

          (a)  payment to the Lender of the Loan, interest thereon, if
               any, and all other amounts payable hereunder or thereunder
               or as provided for herein;

          (b)  payment of all fees, charges and expenses (including legal
               fees and disbursements of counsel for the Lender) incurred
               by the Lender relating to the Loan, interest thereon, if
               any, and all other amounts payable hereunder or thereunder
               and such discharge;

          (c)  performance by the Borrower of all other obligations of
               the Borrower contained herein or in any of the Security
               Instruments.

     7.5  Except as otherwise provided herein, any notice, statement or
          other communication herein required or permitted to be given
          shall be in writing, any notice or other document herein
          required or permitted to be given or delivered hereunder may be
          personally given or delivered or sent by prepaid registered
          mail if mailed at a Post Office in Vancouver, British Columbia
          at the address of the party for whom it is intended set out
          above or such other address as such party may designate to the
          other parties by notice in writing, and any such notice shall
          be deemed to have been given to the Borrower (as the case may
          be) upon the expiration of the first business day after the
          date of mailing, unless there exists at the time of mailing, or
          within three business days thereafter, a labour dispute or

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          other event which would adversely affect the normal delivery of
          such notice or other document by Canada Post in which case such
          notice or other document will only be deemed to be given or
          delivered when actually given or delivered.

     7.6  The Borrower agrees to do such further acts and things and to
          execute and deliver to the Lender such further deeds,
          instruments, powers and other documents as the Lender may from
          time to time require or deem advisable to carry into effect the
          purposes of this Agreement or any of the Security Instruments.

     7.7  Nothing contained in this Agreement or any of the Security
          Instruments shall prejudice or impair any other right or remedy
          which the Lender may otherwise have with respect to the Loan or
          any right or remedy the Lender may have with respect to other
          loans which the Lender may make to the Borrower.

     7.8  This Agreement and the Security Instruments shall be binding
          upon and enure to the benefit of the parties hereto and their
          respective successors and assigns.

     7.9  If any provision of this Agreement or any of the Security
          Instruments or any part hereof or thereof shall be found or
          determined to be invalid, illegal or unenforceable it shall be
          severable from this Agreement or such Security Instrument, as
          the case may be, and the remainder of this Agreement or such
          Security Instrument, as the case may be, shall be construed as
          if such invalid, illegal or unenforceable provision or part had
          been deleted herefrom or therefrom.

     7.10 Time is of the essence of this Agreement and the Security
          Instruments.

     7.11 This Agreement and the Security Instruments and all matters
          arising hereunder or thereunder shall be governed by the laws
          of the Province of British Columbia and all disputes arising
          hereunder shall be referred to the courts of the Province of
          British Columbia.

     7.12 In this Agreement all references to the singular shall be
          construed to include the plural where the context so admits,
          the masculine to include the feminine and neuter gender and,
          where necessary, a body corporate and vice versa.



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     7.13 It is agreed that to the extent that any term, condition,
          representation, covenant or other provision contained in the
          Security Instruments is at any time inconsistent or conflicts
          with any term, condition, representation, covenant or other
          provision contained in this Agreement, then the provisions of
          this Agreement shall govern.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and delivered on the date set out above.

HEMPTOWN CLOTHING INC.             DRAKE ENTERPRISES LTD.

Per:  "Jerry Kroll", President     Per:  "Darcy Taylor"
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    Authorized Signatory               Authorized Signatory

Per:  "Jason Finnis", Secretary    Per:
    ----------------------------       ----------------------------
    Authorized Signatory               Authorized Signatory