Filed by Automated Filing Services Inc. (604) 609-0244 - Sungold International Holdings Corp. - Exhibit 4.14







CONSULTING SERVICES AGREEMENT 


 THIS CONSULTING SERVICES AGREEMENT is made as of January 21st,
  2004 and to have effect from the 2nd day of January 2004. 

 BETWEEN: 


  
     SUNGOLD ENTERTAINMENT CORP., 

      a company duly incorporated under the laws of the Province of British Columbia,
      continued into federal jurisdiction as a federal corporation registered
      in the country of Canada and having its registered and records office at
      Suite 500 - 666 Burrard Street, Vancouver, B.C., V6C 3P6, 

     (hereinafter called the “Company”)

  



 OF THE FIRST PART

AND


  
     KIM NOBLE HART, 

      (D.B.A. “Hart Ventures”) having an address at #2604, 699 Cardero
      Street, Vancouver, BC V6G 3H7 

     (hereinafter called the “Consultant”), 

  



 OF THE SECOND PART

 WHEREAS: 

 The Consultant and the Company entered into a Consulting Agreement
  made as of May 1, 1998 and Amended January 2, 2003 and October 1st,
  2003. (the “Agreement”); 

 The Company is a reporting company whose shares trade on the
  OTC Bulletin Board in the U.S. and is engaged, inter alia, in the business of
  developing entertainment and e-commerce business in Canada, USA and internationally;
  (the “Business”); the Consultant has experience in the Business; the
  Company desires to secure the hereinafter described Services of the Consultant;
  and, the Consultant has agreed to provide its Services to the Company in accordance
  with the terms and conditions herein set forth; 

 NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration
  of the respective covenants and agreements hereinafter contained and the sum
  of One Dollar now paid by the Company to the Consultant (the receipt and sufficiency
  of which is hereby acknowledged by the Consultant), the parties hereto agree
  as follows: 

 1.Contract for Services. The Company
  hereby engages the Consultant to provide the consulting services specified in
  Schedule “A” hereto together with such other consulting services as
  the Company requests from time to time (the “Services”) and the Consultant
  hereby accepts such engagement and agrees to perform the Services on the following
  terms and conditions. 









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 2.      Responsibilities of Company.
  The Company will: 

	 	(a)

        	Make available to the Consultant, information or data pertinent
      to the Services to be provided by the Consultant in connection with the
      Company’s Business;
  
	 	(b)

        	Consider all memoranda, reports and other documents prepared
      by the Consultant relating to the Services, and whenever prompt action is
      necessary, inform the Consultant of the Company’s decisions in a reasonable
      time;
  
	 	(c)

        	Pay in full when due, all amounts payable to the Consultant;

       
	 	(d)

        	Arrange and make provision for the Consultant’s access
      to records and other information, and to physical premises, as may be reasonably
      necessary, to enable the Consultant to perform the Services; and
  
	 	(e)

        	Make such management personnel of the Company available to
      the Consultant as may reasonably necessary, be required for the Consultant
      to perform its consulting Services; and (f) Authorize the consultant for
      the unrestricted use of all company trademarks including the naming of racehorses
      for branding and promotional purposes.
   


	3.     Term.
        Subject to the provisions hereof the term of this Agreement shall be thirty-six
        (36)  months commencing January 2, 2004 to January 1, 2007.

      4.     Character and Extent
        of Services to be Provided. It is the mutual intent of the parties
        that the Consultant shall act strictly in a professional consulting capacity
        as an independent contractor for all purposes and in all situations and
        shall not be considered an employee of the Company.

      5.     Source Deductions.
        The Company shall have no obligation to and shall not make any source
        deductions with respect to the Consultant. The Consultant shall make all
        source deductions, if any, required to be made in respect of the Consultant
        in respect of income tax, Canada Pension Plan, Unemployment Insurance,
        Workers Compensation and all other required remittances and deductions,
        and remit same as and when required and shall indemnify and hold harmless
        the Company and each of its officers, directors and employees from any
        liability in respect thereof.

      6.     Time and Place
        of Consulting Services. The Consultant will attend at the
        premises of the Company or such other place as the Consultant may reasonably
        require to fulfill this agreement. Such consulting services will not be
        limited to but be no less than 100 hours per month.

      7.     Working Facilities.
        The Consultant shall supply facilities and materials as necessary
        for the performance of its services; however, the Consultant shall, as
        reasonably required by the

          











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 Company, attend the facilities of the Company to facilitate
  access to the files and databases of the Company. The Consultant shall have
  reasonable access to the customers, advisors, employees, information and facilities
  of the Company as required in the performance of the Services described herein.


 8.      Compensation and Expenses.
  The Company shall pay and the Consultant agrees to accept as compensation for
  the Services to be rendered hereunder a fee of, $100.00 USD per hour
  of Consulting Services together with GST thereon. Such services will be billed
  to the Company by the consultant on a monthly basis and the Consulting Services
  will not be limited to but no less than 100 hours per month.. The Consultant
  shall also be reimbursed monthly by the Company for invoiced expenses on behalf
  of The Company. 

 9.      Consultant’s Qualifications.
  The Consultant represents and warrants that the Consultant is qualified to provide
  the Services contemplated hereby and that the Consultant has the necessary qualifications
  and expertise to perform and provide the Services required hereunder in a professional
  manner, in compliance with the highest ethical standards and all applicable
  laws and regulations. The Consultant covenants and agrees to provide the Services
  in a diligent, careful, skilful and efficient manner in keeping with the commercial
  standards of the Consultant’s industry. 

 10.      Termination for Cause.
  Notwithstanding anything herein contained the Company may terminate this
  Agreement without prior notice for just cause which shall include but not be
  limited to: 

	 	(a)
   	failure by the Consultant to comply
        with any of the provisions hereunder including, without limitation, failure,
        refusal or neglect by the Consultant to perform or provide any aspect
        of the Services within the time permitted for its provision or performance
        as determined pursuant to the terms of this Agreement and upon the Consultant
        being notified in writing by the Company’s Representative alleging
        such failure and failing to remedy such failure within fifteen (15) days
        of receiving such notice;

         

	 	(b)
   	the Consultant or any of his/her employees
        committing an act of fraud or dishonest or serious misconduct, or any
        act detrimental to the reputation of the Company in circumstances that
        would, in the reasonable opinion of the Company’s Representative
        make the Consultant unsuitable to continue to act on behalf of the Company;
        or

         

	 	(c)	the Consultant committing an act of
        bankruptcy or making a general assignment for the benefit of its creditors
        or otherwise taking advantage of laws relating to insolvency or creditors’
        rights including the appointment of a receiver over the assets of the
        Consultant.



 11.      Duty of Loyalty -
  No Conflict of Interest. The Consultant hereby agrees to avoid
  and to cause his/her employees to avoid any circumstances or actions which might
  arguably place the Consultant or his/her employees or any of them in a position
  of divided loyalty regarding their 









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 obligations to the Company. The Consultant will not, and will
  obtain from each of his/her employees an agreement in writing that he or she
  will not, utilize for its or his/her own benefit or that of a third party any
  information or potential business opportunities it or they may learn of as a
  result of the provision of the Services to the Company, without having first
  obtained the written consent of the Company. 

 12.      Non-Exclusive Services.
  The parties acknowledge that this is not an exclusive consulting agreement and
  the Consultant, outside of the hours required by the Company’s business
  and not in the Company’s office, may provide services to third parties
  without the prior consent of the Company if such services will not create an
  actual or apparent conflict of interest with the activities of the Company or
  conflict with the obligations of the Consultant pursuant to this Agreement.


 13.      Confidentiality.


 13.1 The Services to be provided by the Consultant hereunder
  are sensitive in nature. The Consultant shall keep and shall cause his/her employees
  to keep in the strictest confidence all information regarding this Agreement
  and all information it may acquire in respect of the Company, as well as the
  nature and results of the Services the Consultant is to perform. During the
  course of this Agreement the Consultant may also be given access to confidential
  or proprietary information of the Company or another party with whom the Company
  may have signed a non-disclosure agreement. Without the prior written consent
  of the Company the Consultant shall not disclose or use any such information.


 13.2 The scope of this obligation includes any Company proprietary
  information which is labelled or otherwise identified to the Consultant or his/her
  employees as confidential. It also includes any information regarding the purpose
  or details of the Consultant’s arrangement with the Company, the strategic
  or other business plans of the Company, proprietary information which is furnished
  to the Company by another under a non-disclosure agreement, and any evaluations,
  discussions or transactions involving another party in which the Consultant
  may be involved under this Agreement and whether pertaining to the Company or
  otherwise (the “Confidential Information”). 

 13.3 The Consultant will exercise due diligence to maintain
  in confidence any Confidential Information which is disclosed to him. As used
  here the term “due diligence” means the same precaution and standard
  of care which the Consultant would use to safeguard its own proprietary information,
  but in no event less than reasonable care. 

 13.4 The Consultant may not reproduce, distribute or disclose
  any Confidential Information to others or use it for any commercial purpose
  outside this Agreement without first obtaining the written permission of the
  Company. The Consultant will ensure that any employee who is given access to
  the Confidential Information signs an appropriate agreement in the form and
  content provided by the Company from time to time requiring him/her to hold
  that information in confidence and to use it only in the course of the Company’s
  Business. 

 13.5 This section does not impose any obligation on the Consultant
  if the information is: 









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	 	(a)
   	publicly known at the time of disclosure;

         

	 	(b)
   	furnished by the Company to others without
        restrictions on its use or disclosure;

         

	 	(c)
   	legally required to be disclosed by
        a regulatory or legal authority; or

         

	 	(d)	independently developed by the Consultant
        without the use of Confidential Information.



 4.      Title to Documents
  and Work Product. All draft and final reports, notes, memoranda,
  budgets, plans, projections, records, documents, data bases, lists of contacts,
  leads or other information which the Consultant furnishes to the Company under
  this Agreement will become the sole property of the Company and the Consultant
  shall deliver all such items to the Company’s Representative at the end
  of the Term or earlier termination of this Agreement and before receipt of final
  payment hereunder and all reports and database materials will be provided both
  as hard copy and on disk. The Consultant may keep a copy of such materials for
  record keeping purposes. The Company shall own all right and title to all ideas,
  materials or programs excluding pre-existing specified computer programs owned
  by the Consultant and modified for use by the Company which the Consultant make
  or conceive of in connection with the provision of Services to the Company under
  this Agreement. 

 15.      Assignment and Sub-contracting.
  The Consultant may not assign or sub-contract this Agreement or any portion
  of it to another without the express written consent of the Company since the
  Company is relying on the special expertise of the Consultant to properly provide
  the Services. 

 16.      Provisions which Operating
  Following Termination. Notwithstanding any termination of this
  Agreement for any reason whatsoever and with or without cause the provisions
  of sections 11, 13, and 14 any other provisions of this Agreement necessary
  to give effect thereto shall continue in full force and effect following any
  such termination. 

 17.      General.
  The Consultant has been asked to seek independent legal advice before signing
  this Agreement. This Agreement and the obligations of the parties shall be binding
  upon the parties and their heirs, executors, successors and permitted assigns.
  Save and except for the express provisions of this Agreement, any and all previous
  agreements, written or oral, between the parties hereto or on their behalf relating
  to the employment of the Consultant by the Company are hereby terminated and
  canceled. The Consultant may not assign this Agreement without the prior written
  agreement of the Company. This Agreement and the instruments and schedules referred
  to herein constitute the entire agreement between the parties with respect to
  the subject matter of the agreement and supercede all prior agreements, undertakings
  negotiations and discussions, whether oral or written, between the parties and
  there are no warranties, conditions, representations or other agreements between
  the parties in connection with the subject matter of this Agreement, except
  as specifically set forth herein. No modification of this Agreement shall be
  valid unless made in writing and signed by the parties hereto. British Columbia
  law governs this Agreement. Notices under this Agreement must be 









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 sent by personal delivery, facsimile or registered mail to
  the appropriate party at its address stated on the first page of this Agreement
  or to a new address if the other has been properly notified of the change. Such
  notice shall be deemed to be delivered, if by personal delivery when delivered;
  if by facsimile when the transmitting machine produces a report confirming the
  successful transmission; and if delivered by registered mail on the third day
  following such mailing. The headings in this Agreement are inserted for convenience
  only and shall not affect the interpretation hereof. If any covenant or provision
  herein is determined to be void or unenforceable in whole or in part, it shall
  not be deemed to affect or impair the validity of any other covenant or provision
  and the foregoing clauses are declared to be separate and distinct covenants.
  The parties shall deliver to each other further documentation and shall perform
  such further acts as and when the same may be required to carry out and give
  effect to the terms and intent of this Agreement. No waiver or consent by a
  party of or to any breach or default by any other party shall be effective unless
  evidenced in writing, executed and delivered by the party so waiving or consenting
  and no waiver or consent effectively given as aforesaid shall operate as a waiver
  of or consent to any further or other breach or default in relation to the same
  or any other provision of this Agreement. Time is of the essence of this Agreement
  and of its performance. 

 18.      Counterparts.
  This Agreement may be executed in counterparts and by facsimile each of
  which shall represent a signed original copy of this Agreement and all of which
  together shall constitute one and the same Agreement. 

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

	SUNGOLD ENTERTAINMENT CORP.	 	 	 
	Per:	 	 	 
	 	 	 	 
	
	 	 	 
	Don Harris, Chairman.	 	 	 
	 	 	 	 
	
	 	 	 
	Art Cowie, President	 	 	c/s
	SIGNED, SEALED AND DELIVERED	)	 	 
	in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	
	 	 	 
	Name	)	
	 
	ANNE KENNEDY	 	KIM NOBLE HART	 
	 	)	(D.B.A. “Hart Ventures”)	 
	Vancouver, BC	)	 	 
	
	 	 	 
	Address	)	 	 
	 	)	 	 
	Director	)	 	 
	
	 	 	 
	Occupation	)	 	 



 








SCHEDULE “A” 



DESCRIPTION OF CONSULTING SERVICES



1.01 The Consultant shall act and be retained by the Company to be responsible for supervision, direction, control, promotion and operation of the Company and will have the obligation, duties, authority and power to:


	(a)
   	do all acts and things as
        are customarily done by persons holding the position of Chief Executive
        Officer or performing duties similar to those performed by a Chief Executive
        Officer in corporations of similar size to the Company, and all acts and
        things as are reasonably necessary for the efficient and proper operation
        and development of the Company but, without limiting the generality of
        the foregoing, will include all matters related to the general administration
        of the Company which may reasonably be considered the responsibility of
        persons holding the position of Chief Executive Officer and President
        in corporations of similar size to the Company; and

         

	(b)
   	provide management services
        to the Company, such services to include but not be limited to the following:

          

	 	(i) 	negotiations with other persons, firms,
        corporations or financial institutions in connection with the arranging
        and securing of financing for the Company, including financings through
        underwritings, best efforts offerings or such other offerings as may be
        allowed through the facilities of the NASD or FSE and financings through
        limited partnership offerings or by conventional bank financing methods,
        the terms of such financing to be subject to the approval of the Board
        of Directors and in accordance with the policies of the applicable securities
        regulatory bodies;

         

	 	(ii) 	representation of the Company in all
        matters relating to the business of the Company;

         

	 	(iii) 	supervision of office administration;

          

	 	(iv)	 maintenance of suitable banking relations;

          

	 	(v) 	supervision of financial officer to
        maintain proper accounting records and compilation of financial information
        as may be required from time to time;

          

	 	(vi) 	supervision of management of the Company
        and all of its subsidiaries concerning matters pertaining to fiscal policies,
        administration, shareholder and broker relations, public relations and
        management of the Company;



 1.02 In addition, the Consultant shall provide the following
  services to the Company:




 

	 	(a) 	assist in the location and researching
        of business opportunities 

          

	 	(b)
   	assist in obtaining management contracts
        by the Company and with market and financial analysis and feasibility
        studies regarding business opportunities;

         

	 	(c)
   	assist in arranging development and
        operating capital with respect to business opportunities;

         

	 	(d)	supervise the management of the Company’s
        operations.



 1.03 The Consultant will perform the duties set out above
  (collectively the "Services") and fulfill his obligations in a sound and workmanlike
  manner.