Filed by Automated Filing Services Inc. (604) 609-0244 - Sungold International Holdings Corp. - Exhibit 4.3






 CONSULTING AGREEMENT 


 	 	THIS AGREEMENT made as of and to have effect from the 1st day of May, 2000



BETWEEN:



  
     HORSEPOWER NETWORK.COM INC., Wholly
      owned subsidiary of Sungold Entertainment Corp. a company duly incorporated
      under the laws of the Province of British Columbia, and having its registered
      and 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, of 1902 - 5775 Hampton Place, Vancouver,
      B.C. V6T 3G6 

     (hereinafter called the "Consultant") 

  



 OF THE SECOND PART 


 	 	WHEREAS:


 A.           The
  Horsepower Network.Com virtual horseracing game on the internet and in North
  America is engaged, inter alia, in the business of developing and arranging
  for the operation of the horseracing game. 

 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.



	 
	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 May 1, 2000 and shall be for an
        initial term of two 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)
	a basic fee of $7,000 per month effective
        April 1, 2000

	 	 
	(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 reasonable out-of-pocket
        expenses properly incurred by the Consultant in the conduct of the Company's
        business but the Company requires any such expenses to be duly vouchered
        by written evidence.

       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 terminate this agreement in its entirety, without cause for any reason whatsoever
  by payment to the Consultant of TWELVE months' fee, and the Consultant does
  hereby agree that this will constitute payment in full for any termination of
  this agreement by the Company, whether unlawful or unwarranted; PROVIDED THAT
  the Company will not be liable to pay any further monies. The Company may also
  terminate this agreement in its entirety, for cause by giving the Consultant
  not less than thirty (30) 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 

 14.01         The solicitors
  for the Company prepared this agreement. 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. 

 15.           
  REGULATORY APPROVALS 

 15.01         The obtaining
  of any required securities regulatory approvals shall be a condition precedent
  to this agreement. 

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

	The COMMON SEAL of	)	 	 
	HORSEPOWER NETWORK.COM INC.	)	 	 
	was hereunto affixed in the presence of:	)	 	 
	 	)	C/S
	 	)	 	 
	Anne Kennedy - Director	)	 	 
	 	 	 	 
	SIGNED, SEALED AND DELIVERED	)	 	 
	by KIM NOBLE HART	)	 	 
	in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	Name Shannon Harrison	)	 	 
	1300 – 666 Burrard Street, Vancouver, BC	)	 	KIM NOBLE HART
	Address	)	 	 


 This is page 6 to that certain Consulting Agreement dated
  as of May 1, 2000 between HORSEPOWER NETWORK.COM INC. and KIM NOBLE HART.