Exhibit 10.4

                              CONSULTING AGREEMENT


           AGREEMENT, effective as of the 1st day of October, 2002, between
THINKPATH, Inc. an Ontario Corporation (the "Company"), of 55 University Avenue,
suite 400, Toronto, Ontario, Canada M5J, and Michael Rudolph, 1325 Howard Ave.,
Suite 422, Burlingame, CA 94010 ("Consultant").

           WHEREAS, THE Company desires the Consultant to provide consulting
services to the Company pursuant hereto and Consultant is agreeable to providing
such services.

           NOW THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:

           1.  Consultant shall serve as a consultant to assist the Company in
               general corporate activities including but not limited to the
               following areas:
               (a) Assist in the budget review process.
               (b) Assist in the settlement issues with creditors.
               (c) Financial strategic planning.

           2.  Term: The Company shall be entitled to Consultant's services for
               reasonable times when and to the extent requested by, and subject
               to the direction of Mr. French. The term of this Consulting
               Agreement began as of the date of this Agreement, and shall
               terminate on September 30, 2003.

           3.  Reasonable travel and other expenses necessarily incurred by
               Consultant to render such services, and approved in advance by
               the Company, shall be reimbursed by the Company promptly upon
               receipt of proper statements, including appropriate
               documentation, with regard to the nature and amount of those
               expenses. Those statements shall be furnished to the Company
               monthly at the end of each calendar month in the Consulting
               Period during which any such expenses are incurred. Company shall
               pay expenses within fifteen (15) business days of the receipt of
               a request with appropriate documentation.

           4.  In consideration for the services to be performed by Consultant,
               the Consultant will receive a warrant to purchase two million
               eight hundred thousand (2,600,000) shares of the common stock of
               the Company at an exercise price of $0.025 cents per share. The
               warrant shall expire September 30, 2003

           5.  It is the express intention of the parties that the Consultant is
               an independent contractor and not an employee or agent of the
               Company. Nothing in this agreement shall be interpreted or
               construed as creating or establishing the relationship of
               employer and employee between the Consultant and the Company.
               Both parties acknowledge that the Consultant is not an employee
               for state or federal tax purposes. The Consultant shall retain
               the right to perform services for others during the term of this
               agreement.

           6.  Neither this agreement nor any duties or obligations under this
               agreement may be assigned by the Consultant without the prior
               written consent of the Company.

                It is the express intention of the parties that the Consultant
                is an independent contractor and not an employee or agent of the
                Company. Nothing in this agreement shall be interpreted or
                construed as creating or establishing the relationship of
                employer and employee between the Consultant and the Company.
                Both parties acknowledge that the Consultant is not an employee
                for state or federal tax purposes. The Consultant shall retain
                the right to perform services for others during the term of this
                agreement.

                6.1 The consulting services shall not involve and the Consultant
                is not engaged in services in connection with the offer or sale
                of securities in a capital-raising transaction for Thinkpath,
                Inc., and further, the Consultant does not and will not directly
                or indirectly promote or maintain a market for Thinkpath's
                securities.



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           7.  Any notices to be given hereunder by either party to the other
               may be given either by personal delivery in writing or by mail,
               registered or certified, postage prepaid with return receipt
               requested. Mailed notices shall be addressed to the parties at
               the addressed appearing in the introductory paragraph of this
               agreement, but each party may change the address by written
               notice in accordance with the paragraph. Notices delivered
               personally will be deemed communicated as of actual receipt;
               mailed notices will be deemed communicated as of two days after
               mailing.

           8.  This agreement supersedes any and all agreements, either oral or
               written, between the parties hereto with respect to the rendering
               of services by the Consultant for the Company and contains all
               the covenants and agreements between the parties with respect to
               the rendering of such services in any manner whatsoever. Each
               party to this agreement acknowledges that no representations,
               inducements, promises, or agreements, orally or otherwise, have
               been made by any party, or anyone acting on behalf of any party,
               which are not embodied herein, and that no other agreement,
               statement, or promise not contained in this agreement shall be
               valid or binding. Any modification of this agreement will be
               effective only if it is in writing signed by the party to be
               charged.

           9.  This agreement will be governed by and construed in accordance
               with the laws of the State of California, without regard to its
               conflicts of laws provisions; and the parties agree that the
               proper venue for the resolution of any disputes hereunder shall
               be Los Angeles County, California.

           10. For purposes of this Agreement, Intellectual Property will mean
               (i) works, ideas, discoveries, or inventions eligible for
               copyright, trademark, patent or trade secret protection; and (ii)
               any applications for trademarks or patents, issued trademarks or
               patents, or copyright registrations regarding such items. Any
               items of Intellectual Property discovered or developed by the
               Consultant (or the Consultant's employees) during the term of
               this Agreement will be the property of the Consultant, subject to
               the irrevocable right and license of the Company to make, use or
               sell products and services derived from or incorporating any such
               Intellectual Property without payment of royalties. Such rights
               and license will be exclusive during the term of this Agreement,
               and any extensions or renewals of it. After termination of this
               Agreement, such rights and license will be nonexclusive, but will
               remain royalty-free. Notwithstanding the preceding, the textual
               and/or graphic content of materials created by the Consultant
               under this Agreement (as opposed to the form or format of such
               materials) will be, and hereby are, deemed to be "works made for
               hire" and will be the exclusive property of the Company. Each
               party agrees to execute such documents as may be necessary to
               perfect and preserve the rights of either party with respect to
               such Intellectual Property.


           11. The written, printed, graphic, or electronically recorded
               materials furnished by the Company for use by the Consultant are
               Proprietary Information and are the property of the Company.
               Proprietary Information includes, but is not limited to, product
               specifications and/or designs, pricing information, specific
               customer requirements, customer and potential customer lists, and
               information on Company's employees, agent, or divisions. The
               Consultant shall maintain in confidence and shall not, directly
               or indirectly, disclose or use, either during or after the term
               of this agreement, any Proprietary Information, confidential
               information, or know-how belonging to the Company, whether or not
               is in written form, except to the extent necessary to perform
               services under this agreement. On termination of the Consultant's
               services to the Company, or at the request of the Company before
               termination, the Consultant shall deliver to the Company all
               material in the Consultant's possession relating to the Company's
               business.

           12. The obligations regarding Proprietary Information extend to
               information belonging to customers and suppliers of the Company
               about which the Consultant may have gained knowledge as a result
               of performing services hereunder.

           13. The Consultant shall not, during the term of this agreement and
               for a period of one year immediately after the termination of
               this agreement, or any extension of it, either directly or
               indirectly (a) for purposes competitive with the products or
               services currently offered by the Company, call on, solicit, or
               take away any of the Company's customers or potential customers
               about whom the Consultant became aware as a result of the
               Consultant's services to the Company hereunder, either for the
               Consultant or for any other person or entity, or (b) solicit or
               take away or attempt to solicit or take away any of the Company's
               employees or consultants either for the Consultant or for any
               other person or entity.

           14. The Company will indemnify and hold harmless Consultant from any
               claims or damages related to statements prepared by or made by
               Consultant that are either approved in advance by the Company or
               entirely based on information provided by the Company.

           Consultant:                              Company:
           Michael Rudolph                          THINKPATH, INC.


           /s/ Michael Rudolph                         /s/ Declan French
           ______________________                   By:_________________

           Michael Rudolph                             Declan French
                                                       Chief Executive Officer






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