EXHIBIT 10.2


                               CONSULTING CONTRACT
                               -------------------


THIS AGREEMENT is made as of the 1st day of February, 2000.

BETWEEN:

                           KATHLER HOLDINGS INC.
                           ---------------------
                           (the "Consultant")

                                                               OF THE FIRST PART

AND:

                           BRIAN KATHLER
                           -----------------
                           (the "Principal")

                                                              OF THE SECOND PART

AND:

                           VIAVID BROADCASTING, INC.,
                           --------------------------
                           a Nevada corporation

                                                               OF THE THIRD PART

WHEREAS:

A.   The Company wishes to contract for the services of the Consultant.

B.   The Principal is an employee of the Consultant.

C.   The  Consultant  has agreed to accept such  contract for services  upon the
     terms and conditions of this Agreement.


NOW THEREFORE  THIS  AGREEMENT  WITNESSES  THAT in  consideration  of the mutual
covenants herein contained, the parties hereto agree as follows:

1.   ENGAGEMENT

1.1  APPOINTMENT.  The  Company  hereby  contracts  for  the  services  of   the
Consultant and the Consultant hereby agrees with the Company to perform services
for the Company in accordance  with the terms and conditions of this  Agreement.
The  Consultant  agrees to provide the services of the  Principal to provide the
services as contemplated  in this Agreement and the Principal  agrees to perform
such services as an employee of the Consultant. The Consultant shall not use the
services  of any  party  other  than  the  Principal,  whether  as  employee  or
contractor,  to provide such services  without the prior written  consent of the
Company, which approval will not be unreasonably withheld.

<PAGE>


1.2  SCOPE OF DUTIES.  The  Consultant  will  cause  the  Principal  to  act  as
President of the Company and will have the following responsibilities and duties
to the  Company to be  provided  as the  consultant  services  (the  "Consultant
Services"):

     A.   exercising  general  direction and  supervision  over the business and
          financial affairs of the Company;

     B.   providing overall direction to the management of the Company;

     C.   managing the day to day operations of the Company;

     D.   performing such other duties and observing such instructions as may be
          reasonably  assigned  to  him  from  time  to  time  by the  Board  of
          Directors; and

     E.   generally at all times abiding by all lawful  directions  given to him
          by the Board of Directors of the Company.

1.3  BEST EFFORTS.  The  Consultant  shall at all  times use its best efforts to
advance the interests of the Company, and shall faithfully,  industriously,  and
to the best of its abilities,  perform the responsibilities and duties described
above.

1.4  COVENANTS AND RESTRICTIONS.  The  Consultant  covenants and agrees with the
Company that the Consultant will not engage in any activities  which would bring
the Company's reputation into disrepute.

1.5  WARRANTIES AND REPRESENTATIONS. The Consultant and  the  Principal  warrant
and  represent  to the Company as follows and  acknowledges  that the Company is
relying  upon  these  warranties  and  representations  in  entering  into  this
Agreement:

     (a)  the  Consultant  and the  Principal  have the  necessary  expertise to
          effectively provide the Consultant Services;

     (b)  the  Consultant  and the  Principal  are not aware of any matter which
          would prevent the  Consultant  and/or the Principal  from carrying out
          their duties and obligations pursuant to this Agreement.

     (c)  neither the  Consultant  nor the Principal is subject to any review by
          any securities regulatory body.

1.6   INDEPENDENT  CONTRACTS.  The  Consultant  and  the  Principal shall at all
times be independent contractors and shall not at any time be or be deemed to be
employees of the Company. The Consultant and the Principal acknowledge that they
are not employees of the Company and that the execution of this Agreement  shall
not give rise to any employment with the Company.

2.   TERM


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<PAGE>


2.1  INITIAL TERM.  The  initial  term of this Agreement  shall be one (1) year,
commencing on the date first above  written,  subject to earlier  termination as
hereinafter provided.

2.2  RENEWAL.  This  Agreement  shall  be  renewed  for  further  terms  of such
duration and upon such terms and  conditions as the  Consultant  and the Company
may mutually agree upon in writing.

3.   PAYMENT FOR THE CONSULTANT SERVICES

3.1  The Company shall pay to the Consultant a  consultant fee in  consideration
for the  Consultant  Services  equal to the sum of $7,500  CDN.  per month  (the
"Consultant Fee").

3.2  Federal Goods and Services Tax on the  Consultant  Fee shall be payable  by
the Company in addition to the Consultant Fee.

3.3  The Consultant  may be granted,  subject to the  approval of the  Company's
shareholders  and  compliance  with  all  securities   regulatory   legislation,
incentive stock options to purchase shares in the Company in such amounts and at
such  times  as the  Board  of  Directors  of the  Company,  in  their  absolute
discretion, may from time to time determine.

3.4  The Consultant Fee shall be payable by the Company to the Consultant on the
last business day of each month during the term of this Agreement.

3.5  The parties agree that the  Consultant  Fee provided  for in paragraph  3.1
hereof is intended to include  reimbursements  for all expenses  incurred by the
Consultant in connection with its duties  hereunder save and except for expenses
directly  related to the performance of the  Consultant's  duties as director of
the Company and the Consultant  shall bear the cost of its own expenses,  except
for any reasonable  travel and promotional  expenses and other specific expenses
incurred by the Consultant with the prior written approval of the Company.

4.   CONFIDENTIALITY

4.   CONFIDENTIAL  INFORMATION  AND NON-DISCLOSURE.  The  Consultant   and   the

Principal  acknowledge and agree with each other that all information  connected
with the  Company's  technology,  including  without  limitation,  all  computer
software,   trade   secrets,   information,   data,   inventions,   discoveries,
improvements,  modifications,  developments,  technical manuals, or process-flow
manuals, data, customer information and pricing information is confidential, and
the Consultant  and the Principal each jointly and severally  covenant and agree
with the Company to use its best  efforts to ensure that such  information  does
not become public  knowledge and undertakes not to disclose such  information or
any part thereof to any other person except to its  consultants and employees as
may be necessary to carry out its rights and  obligations  under this Agreement.
The  Consultant  hereby  further  covenants and agrees with the Company that the
Consultant  shall require each and every one of its employees or consultants who
are provided  with any  information  in respect of the  Company's  technology or
related  knowledge to sign  confidentiality  agreements which shall be in a form
acceptable to the


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<PAGE>


Company.  All such information shall be returned to the Company upon termination
of this Agreement.

4.2  NON-COMPETITION.  Each of the Consultant and the Principal shall not during
the term of this  Agreement  and during  the period  which is one year after the
date of the  termination  of this  Agreement,  either alone or in partnership or
jointly  or in  conjunction  with  any  person  or  persons,  including  without
limitation, any individual, firm, association,  syndicate,  company, corporation
or other business enterprise, as principal,  agent, shareholder, or in any other
manner whatsoever,  carry on or be engaged in or concerned with or interested in
or advise,  lend money to, guarantee the debts or obligations of or permit their
names  to be used or  employed  by any  person  or  persons,  including  without
limitation, any individual, firm, association,  syndicate,  company, corporation
or other business  enterprise,  engaged in or concerned with or interested in an
operation or undertaking  which is in any way  competitive  with the business of
the Company  without having obtained the express written consent of the Company.
The  Consultant  and  the  Principal  acknowledge  and  agree  the  geographical
restrictions  contained  herein  are  reasonable  in light of the  nature of the
Company's  technology and business.  The  Consultant  and the Principal  further
agree to not:

          (a)  carry on, be engaged in or concerned  with or  interested  in any
               business,   operation  or   undertaking   which  is  in  any  way
               competitive  with the business of the Company  anywhere in Canada
               and in the United  States  where the  business  of the Company is
               carried on; and

          (b)  attempt to solicit any  suppliers,  customers or employees of the
               business of the Company away from the Company.

4.3  Any and all  inventions  and  improvements  on which the  Consultant or the
Principal may conceive or make, during the term of this Agreement,  relating, or
in any way,  pertaining to or connected with any of the matters which have been,
are or may become the subject of the company's  investigations,  or in which the
Company has been, is, or may become interested,  shall be the sole and exclusive
property of the Company,  and the  Consultant  will,  whenever  requested by the
Company,  execute any and all  applications,  assignments and other  instruments
which the company shall deem  necessary in order to apply for an obtain  letters
of patent for U.S. or foreign  countries for the inventions or improvements  and
in order to assign and convey to the Company the sole and exclusive right, title
and  interest  in  and  to the  inventions  or  improvements,  all  expenses  in
connection with them to be borne by the Company. The Consultant's obligations to
execute  the papers  referred to in this  paragraph  shall  continue  beyond the
termination  of  this  Agreement  with  respect  to any and  all  inventions  or
improvements conceived or made by him during the term of this Agreement, and the
obligations shall be binding on the assigns, executors,  administrators or other
legal representatives of the Consultant. All inventions and discoveries relating
to the  business of the  Company and all  knowledge  and  information  which the
Consultant may acquire during his engagement  shall be held by the Consultant in
trust for the benefit of the Company.

5.   TERMINATION

5.1  TERMINATION  BY THE COMPANY  FOR CAUSE.  The  Company  may  terminate  this
Agreement at any time for just cause,  provided that a reasonable written notice
of three business days has been first given by the Company to the Consultant. In
this


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<PAGE>


Agreement,  in addition to any cause permitted by law, "just cause" with respect
to termination by the Company includes:

          (a)  the Consultant's or the Principal's material default, misconduct,
               breach or non-observance of any provision of this Agreement;

          (b)  the  inability of the  Consultant  to provide the services of the
               Principal to perform the Consultant Services;

          (c)  the attempted assignment of this Agreement by the Consultant,  in
               breach  of this  Agreement,  or the sale of any  interest  in the
               Consultant  by  the  Principal  or any  change  in  directors  of
               officers of the Consultant;

          (d)  the  dissolution,  insolvency or the bankruptcy of the Consultant
               or the Principal.

5.2  TERMINATION BY THE CONSULTANT.  The Consultant may terminate this Agreement
for just cause at any time without notice to the Company,  or without just cause
by providing 90 days' notice in writing to the Company.  In this  Agreement,  in
addition to any cause permitted by law, "just cause" with respect to termination
by the Consultant includes:

          (a)  the   Company's   material   default,   misconduct,   breach   or
               non-observance of any provision of this Agreement;

          (b)  the dissolution, insolvency or bankruptcy of the Company.

5.3  TERMINATION BY THE COMPANY  WITHOUT  CAUSE.  The Company may terminate this
Agreement at any time without cause,  in which event the Company will pay to the
Consultant and the  Principal,  an amount equal to four months of the Consultant
Fee, plus any Consultant Fee and expenses payable to the date of Termination.

5.4  SURVIVAL OF OBLIGATIONS. The  obligations   of   the   Consultant  and  the
Principal set forth in sections 4.1, 4.2 and 4.3 of this  Agreement will survive
termination of this Agreement for any reason.

6.   OTHER PROVISIONS

6.1  GOVERNING  LAW. This  Agreement  shall  be  governed  by  and  construed in
accordance with the laws of the Province of British Columbia.

6.2  NOTICE. Any notice  required or permitted to be given under this  Agreement
shall be in writing and may be delivered  personally or by telex or  telecopier,
or by prepaid  registered  post addressed to the parties at the  above-mentioned
addresses  or at such other  address  of which  notice may be given by either of
such parties.  Any notice shall be deemed to have been  received,  if personally
delivered or by telex or  telecopier,  on the date of delivery and, if mailed as
aforesaid,  then on the  seventh  business  day after and  excluding  the day of
mailing.


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<PAGE>


6.3  PERSONAL  NATURE.  This  Agreement  is a contract for services  and may not
be assigned in whole or in part by the Consultant or the Principal.

6.4  WHOLE  AGREEMENT.   This  Agreement   supersedes  any  previous  agreement,
arrangement or understanding, whether written or oral between the parties hereto
and constitutes the entire agreement between the parties and may only be amended
in writing.

6.5  SEVERABILITY.  In  the  event  that any provision of this Agreement that is
held to be unlawful or  unenforceable,  such provision will be severable and the
remaining terms and conditions of this Agreement remain in force and effect.

6.6  TIME OF ESSENCE. Time is of the essence of this Agreement.

IN WITNESS  WHEREOF the parties have executed  this  Agreement as of the day and
year first above written.

SIGNED, SEALED AND DELIVERED
BY BRIAN KATHLER
In the presence of:



--------------------------------            -----------------------------
Signature                                   BRIAN KATHLER

--------------------------------
Name

--------------------------------
Address


KATHLER HOLDINGS INC.
by its authorized signatory:



--------------------------------
Authorized Signatory

VIAVID BROADCASTING, INC.
By its authorized signatory:


--------------------------------
Robert Gamon
Director


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