Exhibit 10.3

                              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 Owen Naccarato, 19600 Fairchild,
Suite 260, Irvine, CA 92612 ("Consultant").

                     WITNESSETH

           WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and

           WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such services
for the Company; and

           WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,

           NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

           1.        APPOINTMENT.

           The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.

           2.        TERM.

           The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 2, 2003, unless extended as agreed to
between the parties.

           3.        SERVICES.

           During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning legal and financial
reporting matters. Consultant agrees to provide such services on a timely basis.

           4.        DUTIES OF THE COMPANY.

           The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all fillings with all federal and
state securities agencies; with full and complete copies of all stockholder
reports; with all data and information supplied by any financial analyst, and
with all brochures or other sales materials relating to its products or
services.

           5.        COMPENSATION.

           The Company will immediately grant Consultant a warrant to purchase
500,000 shares of the Company's Common Stock with an exercise price at $.025 per
share, which warrant shall expire on September 30, 2003 at 5:00 P.M. P.S.T.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.

           6.        REPRESENTATION AND INDEMNIFICATION.

           The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.



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           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.


           7.        MISCELLANEOUS.

           MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.

           NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.

           WAIVER: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions will
not be considered a waiver or deprive that Party of the right thereafter to
insist upon adherence to that term of any other term of this Consulting
Agreement.

           ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.

           SEVERABILITY: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting Agreement
shall remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.

           DISAGREEMENTS: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the rules
of the American Arbitration Association and the decision of the arbiter(s) shall
be enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles County, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).

           IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.

THINKPATH INC.                                      Consultant

/s/ Declan French                                   /s/ Owen Naccarato
---------------                                     ----------------------------
Declan French                                       Owen Naccarato
Chief Executive Officer





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