SERVICES AGREEMENT

This
Consulting Services Agreement dated August 16, 2004 (Agreement) is by and
between, Cape Coastal Trading Corporation, (Company) and Albert Ofori
(Consultant).

W
I T N E S S E T H:

WHEREAS,
the Company has entered into an agreement with ______________, a Ghana based Corporation,
for the manufacture of 500 bookbags (the Products) as defined in the executed
Purchase and Sale Agreement by the Company and ___________________, dated August 12, 2004.

WHEREAS,
the Company desires to engage Consultant to procure and deliver the products to the
Company;

WHEREAS,
Consultant desires to to procure and deliver the products to the Company;

WHEREAS, the
Company and Consultant desire to set forth in writing the terms and conditions of their
agreement and understanding concerning a three month consulting arrangement; and

NOW,
THEREFORE, in consideration of the premises and the mutual covenants, agreements, and
considerations herein contained, the parties hereto agree as follows:

1.       
          Engagement. Subject to the terms and provisions of this Agreement, the Company
          hereby engages Consultant, as an independent contractor, to provide consulting
          services (Services) as set forth in Section 2 below. Consultant
          hereby accepts such engagement and shall, during the term of this Agreement,
          perform the Services as herein provided.

2.       
          Services. Subject to the terms and conditions of this Agreement, the term
          Services shall mean providing product procurement services to the
          Company as may be mutually agreed upon by the parties. Consultant agrees to
          provide such Services on a non-exclusive basis and as an independent contractor
          and not as an employee of the Company.

3.       
          Compensation. For the Services performed by Consultant for the Company,
          Consultant will receive a total of $500.00 (the Contact Amount in US
          currency). The Contract Amount will be paid in three equal installments, the
          first of which shall be due upon Consultant finding a suitable supplier and
          manufacturer of its Products and the second and third upon receipt of 490
          Products. The Company shall also pay for all reasonable incidental expenses
          Consultant may incur in the performance of this Agreement.

4.       
          Status Reports. For the term of this Agreement, at the Companys written
          request, Consultant shall prepare and submit to the Company a written status
          report describing the status of any and all projects for which Consultant has
          provided Services.

5.       
          Term. The term of this Agreement shall commence on August 16, 2004 and will end
          on November 16, 2004.

6.       
          Authority. Consultant understands and agrees that under the terms and provisions
          of this Agreement, Consultant is not an employee, representative or agent of the
          Company or any of its affiliates and therefore has no power or authority
          whatsoever to act on behalf of, or bind the Company or any of its affiliates,
          with respect to any matter or contract. Furthermore, this Agreement does not
          create and shall not be construed to create any joint venture or partnership
          relationship between the parties. No officer, employee, agent or independent
          contractor of either party or their respective affiliates shall be deemed at any
          time to be an employee, servant, agent or contractor of the other for any
          purpose whatsoever.

7.       
          Confidentiality. In the course of the performance of Consultants duties
          hereunder, Consultant recognizes and acknowledges that Consultant may have
          access to certain confidential and proprietary information of the Company or any
          of its affiliates. Without the prior written consent of the Company, Consultant
          shall not disclose any such confidential or proprietary information to any
          person or firm, corporation, association, or other entity for any reason or
          purpose whatsoever, and shall not use such information, directly or indirectly,
          for Consultants own behalf or on behalf of any other party. Consultant
          agrees and affirms that all such information is the sole property of the Company
          and that at the termination and/or expiration of this Agreement, at the
          Companys written request, Consultant shall promptly return to the Company
          any and all such information so requested by the Company.

The
provisions of this Section 7 shall not, however, prohibit Consultant from disclosing to
others or using in any manner information that:

|(a) | has been published or has become part of the public domain other than by acts,
                    omissions or fault of Consultant;
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|(b) | has been furnished or made known to Consultant by third parties (other than
                    those acting directly or indirectly for or on behalf of Consultant) as a matter
                    of legal right without restriction on its use or disclosure;
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|(c) | was in the possession of Consultant prior to obtaining such information from
                    the Company in connection with the performance of this Agreement; or
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|(d) | is required to be disclosed by law.
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|8. | Miscellaneous.
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|(a) | Assignment. All of the terms, provisions and conditions of this Agreement shall
                    be binding upon and shall inure to the benefit of and be enforceable by the
                    parties hereto and their respective successors and permitted assigns. This
                    Agreement shall not be assigned or transferred by either party, nor shall any
                    interest herein be assigned, transferred, pledged or hypothecated by either
                    party without the prior written consent of the other party.
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|(b) | Applicable Law. This Agreement shall be construed in accordance with and
                    governed by the laws of the State of New York of the United States of America.
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|(c) | Entire Agreement, Amendments and Waivers. This Agreement constitutes the entire
                    agreement of the parties hereto and expressly supersedes all prior and
                    contemporaneous understandings and commitments, whether written or oral, with
                    respect to the subject matter hereof. No variations, modifications, changes or
                    extensions of this Agreement or any other terms hereof shall be binding upon any
                    party hereto unless set forth in a document duly executed by such party or an
                    authorized agent or such party.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.

| |  | Cape Coastal Trading CorporationBy: 
CONSULTANTBy: Its: 
Dated:  August 9, 2004
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