Filed by Automated Filing Services Inc. (604) 609-0244 - Sungold International Holdings Corp. - Exhibit 4.13






 CONSULTING SERVICES AGREEMENT  


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



BETWEEN:



  
     SUNGOLD INTERNATIONAL HOLDINGS CORP., a
      company duly incorporated under the laws of the Province of British Columbia
      and having continued 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 


  
     ANNE KENNEDY, having an address at 1002,
      1146 Harwood Street, Vancouver, BC V6E 3V1 

     (hereinafter called the “Consultant”), 

  



 OF THE SECOND PART 

 WHEREAS: 

 The Consultant and the Company entered into a Consulting Agreement
  made as of July 1st, 1998 and amended April 11, 2000, January 2, 2003 and October
  1, 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 that the Company considers 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, in the opinion of the Company, 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, in the
        opinion of the Company, be required for the Consultant to perform its
        consulting Services; and

	 	 	 
	 	(f)	During the period of her engagement
        with the Company, the Consultant shall be entitled each year to twenty
        (20) days paid vacation by the Company.



 3.        Term.
  Subject to the provisions hereof the term of this Agreement commencing effective
  January 2, 2004, for twenty four months; unless terminated in accordance
  with paragraphs 12 or 13 hereof. 

 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.        Reporting.
  The Consultant shall report exclusively to the company management consultant
  Kim Noble Hart (D.B.A. Hart Ventures) and the consultant shall strictly follow
  instructions given by Mr. Hart for duties and responsibilities in a timely and
  responsible manner. 









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 7.        Time
  and Place of Consulting Services. The Consultant will attend
  at the premises of the Company or such other place as the management consultant
  may reasonably require. 

 8.        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 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. 

 9.        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,
  without duplication: $7,500. CAD per month together with GST thereon.
  The Consultant shall provide proof of registration for GST, and shall include
  its GST Registration number on all invoices. The Consultant shall invoice the
  Company monthly in respect of the expenses and be reimbursed for expenses that
  are approved in writing by the company management consultant (Mr. Hart). 

 10.       Performance
  Criteria. The Services shall be provided: (i) where specific
  written performance criteria have been agreed to by the Company’s Management
  Consultant in respect of the Services or any one or more aspects thereof, the
  Services shall be provided in accordance with such written specific performance
  criteria; (ii) in the absence of such written specific performance criteria
  the Services shall be provided in such manner as may be determined by written
  mutual agreement between the Company’s Management Consultant and the Consultant;
  and (iii) in the absence of any such written specific performance criteria and
  written mutual agreement then all such Services on behalf of the company or
  any of it’s subsidiaries provided hereunder shall be provided to the satisfaction
  of the Company’s Management Consultant (Mr. Hart) . The Consultant also
  agrees to ensure that all transactions, instructions, filings or official communications
  on behalf of the company or any of it’s subsidiaries initiated by the consultant
  are specifically approved in writing by Mr. Hart in advance. 

 11.       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. 

 12.       Termination.
  Either the Company or the Consultant may terminate this Agreement at any
  time by giving ninety (30) days written notice to the other provided that upon
  such termination becoming effective the Company shall pay in full to the Consultant
  the amount of fees, commission and bonuses then due and payable to the Consultant
  within ninety (30) days of receipt of the Consultant’s final invoice. 









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 13.       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 Management Consultant
        (Mr. Hart) 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 Management Consultant
        (Mr. Hart) 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.



 14.        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 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 Management
  Consultant (Mr. Hart). 

 15.       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. 

 16.       Confidentiality.


 16.1     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 









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 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 management Consultant the Consultant shall not
  disclose or use any such information. 

 16.2      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”).


 16.3      The Consultant will exercise
  due diligence to maintain in confidence any Confidential Information which is
  disclosed to him/her. 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.


 16.4      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. 

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

	 	(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.



 17.       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 Management Consultant (Mr.
  Hart) 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 









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 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. 

 18.      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 Service 

 19.       Provisions which
  Operating Following Termination. Notwithstanding any termination
  of this Agreement for any reason whatsoever and with or without cause the provisions
  of sections 14, 16,17 and 19 any other provisions of this Agreement necessary
  to give effect thereto shall continue in full force and effect following any
  such termination. 

 20.        Independent
  Contractor. This Agreement creates only an independent contractor
  relationship between the Company and the Consultant. The Consultant shall not
  hold himself/herself or any of his/her employees or permitted sub-contractors
  out to be a partner, or agent for the Company. The Consultant shall not create
  any obligations or responsibilities on behalf of the Company or in the name
  of the Company or purport to do so, or represent itself or himself/herself to
  be authorized to do so, without the prior written consent of the Company’s
  Management Consultant (Kim Hart). The Consultant shall not have authority to
  act or to bind the Company in any way or to represent the Company as responsible
  for the actions of the Consultant in any way. Neither the Consultant nor any
  employee of the Consultant will be deemed to be an employee of the Company or
  entitled to any of the benefits provided by the Company to its employees. The
  Consultant only will be responsible for the acts of the Consultant. 

 21.       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 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 








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 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.


 22.       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:	 	 	 
	 	 	 	Per: Hart Ventures
	 	 	 	 
	Don Harris, Chairman.	 	 	 
	 	 	 	Kim Noble Hart CEO
	 	 	 	 
	SIGNED, SEALED AND DELIVERED	)	 	c/s
	in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	Name	)	 	 
	 	)	 	ANNE KENNEDY
	 	)	 	 
	Address	)	 	 
	 	)	 	 
	 	)	 	 
	Occupation	)	 	 












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SCHEDULE “A” 



DESCRIPTION OF CONSULTING SERVICES 


 The Consultant has the necessary professional skills to perform
  the regulatory reporting, shareholder communications, office administration
  and management to the Company. 

 1.                    The
  Company shall retain the services of the Consultant at a wage of $7,500 CAD
  per month, commencing January 2, 2004, for twenty-four months unless
  terminated in accordance with paragraphs 12 or 13 hereof. 

 2.                    During
  the period of her engagement with the Company, the Consultant shall be entitled
  each year to twenty (20) days paid vacation by the Company. 

 3.                    During
  the period of her engagement with the Company, the Consultant shall devote her
  entire time and best efforts to such duties as may be assigned to her by the
  Company’s Management Consultant (Mr. Hart), and will faithfully and diligently
  serve and endeavor to further the interests of the Company. 

 4.                    The
  Consultant shall hold in strict confidence and shall not make use of, except
  for the benefit of the Company, all information about the Company's affairs
  and properties. 

 5.                    Unless
  the Company provides the Consultant with written directions to the contrary,
  the covenant of the Consultant set out in paragraph 4 hereof shall remain in
  effect both while the Consultant is engaged by the Company and for a period
  of twelve months after the term of the consultancy has ended. 

 6.                    The
  Consultant shall act and be retained by the Company to be responsible to assist
  the Company’s Management Consultant in the operation of the Company’s
  administrative office and will have the obligation, duties, authority and power
  to: 

 (a)                   
  do all acts and things as are customarily done by persons employed as an office
  administrator in corporations of similar size to the Company and will include
  all matters which may reasonably be considered the responsibility of persons
  holding the position of office administrator in corporations of similar size
  to the Company; and

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

	 	 	(i)	ensuring timely regulatory reporting
        as required by all appropriate regulatory authorities;

	 	 	 	 
	 	 	(ii)	provide investor relations services
        to the Company’s shareholders, brokers or interested investors;

	 	 	 	 
	 	 	(iii)	co-establishment and maintenance of
        suitable banking relations with the President approved by the Company
        Management Consultant (Mr. Hart);

	 	 	 	 
	 	 	(iv)	maintenance of proper accounting records
        and compilation of financial information as may be required from time
        to time;

	 	 	 	 
	 	 	(v)	report directly to the Company’s
        Management Consultant (Mr. Hart) concerning all matters pertaining to
        fiscal policies, administration and management of the Company.