Filed by Automated Filing Services Inc. (604) 609-0244 - Sungold International Holdings Corp. - Exhibit 4.15







(CONSULTING AGREEMENT



 	 	THIS AGREEMENT made as of January 21,2004 and to have effect from the 2nd day of January 2004



BETWEEN:



  
     Horsepower Broadcasting Network (HBN) International
      Ltd. ,  

      Wholly owned subsidiary of Sungold Entertainment Corp. a company duly incorporated
      under the laws of the Country of Canada , and having a records office at
      Suite 1300 - 666 Burrard Street, Vancouver, B.C., V6C 3G8 

     (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, B.C. V6G 3H7
    

     (hereinafter called the "Consultant") 

  



 OF THE SECOND PART


 	 	WHEREAS:


 A. the company controls the Horsepower Parimutual Wagering
  based virtual horseracing system and is is engaged, in the business of developing
  and arranging for the operation of the Horsepower World Pool by selling 20 year
  licenses to Authorized Racetracks and Teletheatres Worldwide. 

 B. The Company and the Consultant wish to enter into a Consulting
  Agreement on the terms and conditions hereinafter set forth; 

 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the premises and of the covenants and agreements hereinafter contained, the
  parties hereto have agreed as follows: 





 

	1.     
        CONSULTANT AND DUTIES

       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 the partner company
        Sungold Entertainment Corp. and other persons, firms, corporations or
        financial institutions in connection with the arranging and securing of
        financing for the Company, including financing through underwriting, best
        efforts offerings or such other offerings as may be allowed through the
        facilities of the NASD and financing 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
        concerning matters pertaining to fiscal policies, administration, public
        relations and software, hardware and website development for the Horsepower
        game;

          







 

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

         

	(a)

        	retain the technical assistance needed
        for the development of the Horsepower game;

         

	(b)

        	assist in obtaining advertising sponsors
        and creating a marketing campaign to build a unique user base for the
        Horsepower brand;

         

	(c)

        	retain legal and lobbying expertise
        necessary to win licensing approvals wherever possible for the Horsepower
        game;

         

	(d)

        	arrange for reliable internet hosting
        for the Horsepower game.

         

	(e)	encourage the branding and be authorized
        for the use of the Horsepower trademark and name for promotional purposes
        including the naming of race horses.




1.03 In conducting his duties under this agreement, the Consultant will report to the Company's directors and will act consistently with their directives and policies.



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


 2.      TERM 

 2.01 The effective date of this agreement is January 2nd,2004
  and shall be for an initial term of three years and thereafter shall continue
  until terminated as provided for in this agreement. 

 3.      REMUNERATION


 3.01 The remuneration to be paid to the Consultant for all
  the services rendered by him under this agreement shall be: 

	(a)
   	management Consulting fees of US $100
        Per Hour billed monthly. Such services shall not be limited to but shall
        not be less than 100 hours per month.

          

	(b)	the Company, in its absolute discretion
        may from time to time determine such other benefits as




3.02 The Company shall reimburse the Consultant for all expenses
  incurred on behalf of the company on a monthly basis.

 3.03 The fees payable to the Consultant may be altered, by
  mutual agreement between the parties in writing, executed by the parties hereto,
  subject to any required securities regulatory approval. 





 4.     NON-WAIVER

4.01 No consent or waiver, express or implied, by any party
  to or of any breach or default by the other party in the performance by the
  other of its obligations hereunder shall be deemed or construed to be a consent
  or waiver to or of any other breach or default of the same or any other obligation
  of such party. Failure on the part of any party to complain of any act or failure
  of act of the other of them, or to declare the other party in default irrespective
  of how long such failure continues, shall not constitute a waiver by such party
  of its rights hereunder or of the right to then or subsequently declare a default.


 5.      PRIOR AGREEMENTS


 5.01 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. 

 6.      SEVERABILITY


 6.01 If any covenant or agreement herein is determined to
  be void or unenforceable in whole or in part, it shall not be deemed to affect
  or impair the enforceability or validity of any other covenant or agreement
  of this Agreement or any part thereof, and any such covenant or agreement may
  be severed from this Agreement without affecting the remainder of the Agreement.


 7.      GOVERNING
  LAW 

 7.01 The provisions of this agreement shall be governed by
  and interpreted in accordance with the laws of the Province of British Columbia
  and each of the parties hereto by their execution of this Agreement irrevocably
  attorns to the jurisdiction of the Courts of the Province of British Columbia.


 8.      NOTICE


 8.01 Any notice or other communication required or permitted
  to be given hereunder shall be in writing and may be validly given either if
  delivered personally, telexed, telegrammed, sent by facsimile, or mailed by
  prepaid registered mail, addressed to the Consultant or to the Company at their
  addresses hereinbefore appearing. Any notice or other communication aforesaid
  if delivered shall be deemed to have been given or made on the date on which
  it was delivered, or if mailed as aforesaid shall be deemed to have been given
  or made on the second business day following the day on which it was mailed.
  PROVIDED THAT if the notice is posted at the time of threatened or actual disruption
  in postal services whether by reason of labour dispute or otherwise, any notice
  so posted shall not be deemed to have been given until actually received; and
  if a notice is delivered on a date that is a Saturday or holiday, such notice
  shall be deemed to have been given on the next day that is not a Saturday or
  holiday. Any party to this Agreement may change its address for service form
  time to time by notice given in accordance with the foregoing. 






 9.      HEADINGS 

 9.01 The headings to the clauses in this agreement have been
  inserted as a matter of convenience and for reference only and in no way define,
  limit, or enlarge the scope or meaning of this agreement or any provision hereof.


 10.      CONFIDENTIAL
  INFORMATION 

 10.01 The parties hereto acknowledge and agree that the Consultant
  by virtue of his position with the Company will have access to confidential
  and secret information and therefore the Consultant agrees that during the term
  of this agreement and on termination, for any reason whatsoever, it will not
  divulge or utilize to the detriment of the Company any of such confidential
  or secret information so obtained. 

 11.      TERMINATION
  OF AGREEMENT 

 11.01 Notwithstanding any other provision herein, it is understood
  and agreed by and between the parties hereto that the Consultant may terminate
  this agreement in its entirety by giving the Company not less than ninety (90)
  days' written notice of such intention to terminate. 

 11.02 The Company may also terminate this agreement in its
  entirety, for cause by giving the Consultant not less than ninety (90) days’
  written notice of such intention to terminate. 

 12.      ARBITRATION


 12.01 Any controversy or claim arising out of or relating
  to this agreement or any breach of this agreement will be finally settled by
  arbitration in accordance with the provisions of the Commercial Arbitration
  Act (British Columbia). 

 13.      AGREEMENT VOLUNTARY
  AND EQUITABLE 

 13.01 The Company and the Consultant acknowledge and declare
  that in executing this agreement they are each relying wholly on their own judgment
  and knowledge and have not been influenced to any extent whatsoever by any representations
  or statements made by or on behalf of the other party regarding any matters
  dealt with herein or incidental hereto. 

 13.02 The Company and the Consultant further acknowledge and
  declare that they will each have carefully considered and understand the terms
  contained in the agreement including, but without limiting the generality of
  the foregoing, the Consultant's rights upon termination and the restrictions
  on the Consultant after termination, and acknowledge and agree that the said
  terms of this agreement and rights and restrictions upon termination are mutually
  fair and equitable, and that they execute this agreement voluntarily and of
  their own free will. 






 14.      INDEPENDENT ADVICE


 14.0 The Consultant has been asked to obtain independent legal
  advice before signing this agreement and the Consultant represents by signing
  this agreement that he has obtained such advice. 

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

	Horsepower Broadcasting Network (HBN) Limited.	 
	Per:	 	 
	 	)	C/S
	
	)	 
	Don Harris, Chairman	 	 
	 	 	 
	
	
	

	Art Cowie, President	 	 
	SIGNED, SEALED AND DELIVERED	 	 
	 	 	 
	in the presence of:	)	 
	 	)	 
	
	)	 
	Name: Anne Kennedy	 	 
	 	 	

	 	 	KIM NOBLE HART
	Address: Suite 500-666 Burrard St., Vancouver B.C.	(D.B.A. “Hart Ventures”)
	Occupation: Consultant