Filed by Automated Filing Services Inc. (604) 609-0244 - Coastport Capital Inc. - Exhibit 10.3





 EXHIBIT 10-3 

 CONTRACT FOR CONSULTING SERVICES

 THIS AGREEMENT dated as of the 1st day of November
  , 2004. 

 BETWEEN: 


  
    
      
         Coastport Capital Inc. having an office
          at Suite 501 – 595 Howe Street, Vancouver, British Columbia V6C
          2T3 (the “Corporation”) 

      

    

  



 OF THE FIRST PART 

 AND: 


  
    
      
         Warwick Smith of Suite 501 – 595
          Howe Street, Vancouver, British Columbia V6C 2T3 (the “Contractor”)
        

      

    

  



 OF THE SECOND PART 

 WHEREAS: 

	 A.      	 The Corporation wishes to retain the Contractor
        to provide services as an external senior strategic planning and marketing
        consultant. 

	 	 
	 B.      	 The Contractor has represented to have the expertise
        to provide strategic planning and marketing advice. 



 NOW THEREFORE, in consideration of the mutual covenants, premises,
  agreements and conditions herein contained and other good and valuable consideration
  (the receipt and sufficiency of which is hereby acknowledged by the parties)
  the Contractor and the Corporation hereby agree as follows: 

	1. 	INTERPRETATION 
	 	 
	 
	For all purposes of this Agreement, except as otherwise expressly
      provided: 




	 (a)      	 this “Agreement” means this contract
        for the provision of services as an external senior strategic planning
        and marketing consultant, as from time to time supplemented or amended
        by one or more agreements entered into pursuant to the applicable provisions
        hereof; 








 

	 (b)      	 the words “herein”, “hereof”
        and “hereunder” and other words of similar importance refer
        to this Agreement as a whole and not to any particular paragraph, sub-paragraph
        or other subdivision; 

	 
	 (c)      	 all references to currency mean lawful currency
        of Canada; 

	 
	 (d)      	 the headings are for convenience only and are not
        intended as a guide to interpretation of this Agreement or any portion
        hereof; and 

	 
	 (e)      	 “Termination Date” means the date which
        is 12 months after the date of this Agreement. 

	 	 
	2. 	ENGAGEMENT 





	 (a)      	 The Corporation hereby engages the Contractor and
        the Contractor hereby undertakes the engagement by the Corporation; and
      

	 	 
	 (b)      	 The Contractor’s engagement will commence
        on the date of this Agreement and continue until the Termination Date
        or until earlier terminated as hereinafter provided. This Agreement may
        be renewed upon the mutual agreement of the Corporation and the Contractor.
      

	 	 
	3. 	SENIOR STRATEGIC PLANNING AND MARKETING CONSULTANT SERVICES 




	 (a)      	 The Contractor agrees to provide the following
        services (collectively the “Consulting Services”): 

	 
	 	 (i)      
	 consult with and advise the Corporation
        with respect to Marketing Coastport Capital Inc. 

	 
	 	 	 (a)     
      
	 consult with and advise and assist the Corporation
        in matters pertaining to the Corporation’s on-going refinement of
        its business plan including strategic planning and development strategies;
        and 

	 
	 	 	 (b)      
	 consult with and advise and assist the Corporation
        with respect to its business plan, feasibility studies and appraisal of
        prospective transactions including developing appropriate presentations,
        project analysis reports and other reports. 

	 
	 	 	 (c)      
	 The contractor shall devote as much time and attention
        as is necessary to carry out the Consulting Services. The parties hereto
        agree that the Contractor is entitled to contract with or be employed
        by other firms, companies, persons or other entities to provide the Consulting
        Services with the permission of the Corporation. 

	 
	 	 	 (d)      
	 In providing the Consulting Services, the Contractor
        shall comply with all applicable laws, regulations, orders and/or policies
        of all 



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	 	 	 	relevant regulatory authorities and without limiting
        the generality of the foregoing, shall comply with any and all applicable
        requirements of the Securities Act (British Columbia) (the “Act”).
      

	 	 	 	 
	4. 	COMPENSATION 




	 (a)      	 During the term of this Agreement, the Contractor
        will be paid a monthly retainer of $4,000 + GST payable on the first
        of each month as well as a negotiable options package. 

	 	 
	 (b)      	 The Corporation will reimburse the Contractor for
        all pre-authorized reasonable travel expenses, including car rentals,
        food, cellular phone and lodging and sundry expenses, and all other reasonable
        out of pocket expenses incurred in connection with the provision of Consulting
        Services to the Corporation within 30 days of presentation of receipts
        or other evidence satisfactory to the Corporation in respect of such expenses
        and provided that such expenses have been approved by the Corporation.
        All expenses over Cdn$200 must have prior approval of the Corporation.
      

	 	 
	5. 	TERMINATION 




	 (a)      	 If the Contractor: 

	 
	 	 (i)      
	 fails to comply with any provision of this Agreement,
        conduct himself in a manner inconsistent with the terms of this Agreement
        or detrimental to the business or reputation of the Corporation, which
        determination shall be made in a bona fide and reasonable manner, and
        if the Contractor persists in such non-compliance or conduct after receiving
        written notice of such determination; or 

	 
	 	 (ii)     
      
	 shall commit an act of fraud or dishonesty, as determined
        by the board of directors of the Corporation, which determination shall
        be made in a bona fide and reasonable manner. 

	 
	 	 then the Corporation at its option may,
        without prejudice to any rights or remedies it may have against the Contractor,
        forthwith by written notice to the Contractor, terminate this Agreement
        and the engagement of the Contractor here under and the Corporation shall
        be under no further obligation to the Contractor except to pay to the
        Contractor the compensation that the Contractor may be entitled to receive
        pursuant to Section 4 hereunder for Consulting Services rendered and expenses
        incurred to the date that written notice is received by the Contractor.
      

	 
	 (b)      	 Upon any termination of this Agreement
        or the expiry of this Agreement, the Contractor shall at once deliver
        or cause to be delivered to the Corporation all books, documents, records,
        data effects, reports or other property belonging to the Corporation or
        for which the Corporation is liable to others, which are in the possession,
        charge, control or custody of the Contractor. 



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	 (c)      	 This Agreement is for an initial term
        of twelve months and may be extended by mutual agreement for a term decided
        upon and agreed to by both parties to this Agreement. 

	 
	 	 (i)     
      
	 Either party may terminate this Agreement with 30
        days notice in writing, with all outstanding obligations to be met up
        to the effective date of termination. 

	 	 	 
	6. 	SUCCESSORS, BINDING AGREEMENT 




	 (a)      	 The Corporation shall require any successor (whether
        direct or indirect, by purchase, merger, amalgamation, arrangement, consolidation
        or otherwise), by agreement in form and substance satisfactory to the
        Contractor, expressly to assume and agree to perform this Agreement in
        the same manner and to the same extent that the Corporation would be required
        to perform if no such succession had taken place. As used in the Agreement,
        “successor” means any successor to its business or assets
        which executes and delivers the agreement provided for in this Subsection
        6(a) or which otherwise becomes bound by all the terms and provisions
        of this Agreement by operation of law. 

	 	 
	 (b)      	 This Agreement shall enure to the benefit of and
        be enforceable by the Contractor’s personal or legal representatives,
        executors, administrators, successors, heirs, devises and legatees. 

	 	 
	7.	NOTICES 

       For the purposes of this Agreement, notices and all
        other communications provided for herein shall be in writing and shall
        be delivered personally or sent by facsimile addressed as follows: 






	 (a)  	 If to the Contractor:  	 Warwick Smith  
	  	  	 Suite 501-595 Howe Street  
	  	  	 Vancouver, British Columbia  
	  	  	 V6C 2T3  
	  	  	 Fax: 604 685 4765  
	  	 	 
	 (b)  	 If to the Corporation:  	 Coastport Capital Inc.  
	  	  	 Suite 501-595 Howe Street  
	  	  	 Vancouver, British Columbia  
	  	  	 V6C 2T3  
	  	  	 Fax: 604 685 4765  
	 	 	 
	 	Any notice personally delivered
        shall be deemed to have been given by the sender and received by the addressee
        at the time of delivery. Any notice sent by facsimile shall be deemed
        to have been given by the sender and received by the addressee on the
        first business day after it was transmitted. 



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	8. 	GOVERNING LAW 

	 	 
	 	 The validity, interpretation, construction and performance
        of this Agreement shall be governed by the laws of the Province of British
        Columbia. These terms and conditions of agreement are subject to the rules
        and regulations of the TSX Venture Exchange, the BC Securities Commission
        and any other governing or regulatory bodies. 

	 
	 9.      	 MISCELLANEOUS 

	 
	 	 No provisions of this Agreement may be modified,
        waived or discharged unless such waiver, modification or discharge is
        agreed to in writing signed by the Contractor and the Corporation. No
        waiver by either party hereto at any condition or provision of this Agreement
        to be performed by such other party shall be deemed a waiver of similar
        or dissimilar provisions or conditions at the same or at any prior or
        subsequent time. No agreement or representations, oral or otherwise, express
        or implied, with respect to the subject matter hereof have been made by
        either party which are not set forth expressly in this Agreement. This
        Agreement may not be assigned by either party hereto without the written
        consent of the other. 

	 
	 10.      	 SEVERABILITY 

	 
	 	 The invalidity or unenforceability of any provision
        of this Agreement shall not affect the validity or enforceability or any
        other provision of this Agreement, which shall remain in full force and
        effect. 

	 
	 11.      	 COUNTERPARTS 

	 
	 	 This Agreement may be executed in one or more counterparts,
        each of which shall be deemed to be an original but all of which together
        will constitute one and the same agreement. 

	 
	 12.      	 CONFIDENTIALITY 

	 
	 	 The Contractor shall not either during the continuance
        of our engagement or at anytime thereafter divulge, publish or otherwise
        reveal either directly or indirectly or through any person, firm or corporation
        the private affairs or secrets of the Corporation to any person or persons
        other than the directors of the Corporation and shall not without the
        written consent of the Corporation either during the continuance of our
        engagement or at any time thereafter, use for our own purpose or any purpose
        other than those of the Corporation any information I may acquire in relation
        to the business and affairs of the Corporation except such information
        which is in the public domain or is required by law to be disclosed. The
        Contractor agrees, during the term of our engagement hereunder, and at
        all times thereafter to keep confidential all information and material
        provided to him by the Corporation, accepting only such information as
        is already known to the public or required by law to be disclosed, and
        including any such information and material in relation to any customer,
        vendor or other 



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	 	 party transacting
        business with the Corporation, and not to release, use or disclose the
        same except with the prior written permission of the Corporation. The
        written understanding shall survive the Termination Date or the expiry
        of the Agreement, even if occasioned by the Corporation’s breach
        or wrongful termination.

	  	 	 
	 13.	 INDEPENDENT
        CONTRACTOR  

	  	 	 
	  	(a) 
	In performing the Consulting
        Services, the Contractor shall operate as, and shall have the status of,
        an independent Contractor and shall not act or hold himself out as or
        be an agent of the Corporation and shall not bind the Corporation to any
        agreement or transaction.

	  	 	 
	   	(b) 
	The Contractor acknowledges
        that he is operating as an independent contractor, not an employee or
        agent of the Corporation and as such the Corporation makes no deduction
        from monies paid for Consulting Services performed (including any retainer
        fee, if applicable) for any government statutory taxation plan including
        income tax, government pension plan and unemployment insurance premiums;
        and that he is responsible for reporting and remitting any monies owing
        directly to the Government as and when required. The Contractor acknowledges
        and agrees that he is responsible for providing at his own cost, coverage
        for medical, dental, general automobile liability, comprehensive general
        liability, travel, disability, and for the Contractor and his employees,
        subcontractors, agents and representatives, if any, and that the Corporation
        is not under any obligation to provide or pay for any such insurance.



 IN WITNESS WHEREOF the parities have caused this Agreement
  to be executed and delivered as of the day and year above first set forth. 

	 	Coastport Capital Inc.
    	 
	 	 	 
	 	 	 
	 	Per:        “Laurie
      W. Sadler” 	 
	 	                LAURIE
      W. SADLER	 
	 	 	 
	 	Title: 	 
	 	               President
    	 
	 	 	 
	 	 	 
	 	"Warwick Smith"

      Warwick Smith	 


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