Exhibit 4.4
                              CONSULTING AGREEMENT


THIS  CONSULTING  AGREEMENT (the  "Agreement") is made and entered into this 3rd
day of June,  2001,  by and between  Vincent  Bon whose  address is at 69 rue de
Lausanne  1202,  Geneva,  Switzerland  (the  "Consultant"),   and  Victor  Ebner
Enterprises,  Inc. ("VEEI") a Florida  corporation with an office at 575 Madison
Avenue, New York, New York 10022 (the "Client").

WHEREAS,  the Consultant is willing and capable of providing various  consulting
services, hereinafter defined, for and on behalf of the Client; and

WHEREAS,  the  Client  desires  to  retain  the  Consultant  as  an  independent
Consultant and the  Consultant  desires to be retained in that capacity upon the
terms and conditions hereinafter set forth.

NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  and  agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.       Consulting  Services.  The Client hereby  retains the  Consultant as an
independent  Consultant  to the Client and the  Consultant  hereby  accepts  and
agrees  to such  retention.  The  Consultant  shall  render to the  Client  such
services  as  set  forth  on  Exhibit  A,  attached   hereto  and  by  reference
incorporated herein.

2.       Time,  Place  and  Manner  of  Performance.  The  Consultant  shall  be
available for advice and counsel to Client and representatives and agents of the
Client at such  reasonable  and  convenient  times and places as may be mutually
agreed upon.  Except as aforesaid,  the time, place and manner of performance of
the  services  hereunder,  including  the amount of time to be  allocated by the
Consultant to any specific  service,  shall be determined in the sole discretion
of the Consultant.

3.       Term of Agreement.  The Term of this  Agreement  shall  commence on the
date hereof and shall  terminate  upon  completion of the services  described in
Exhibit A.

4.       Compensation.  In full consideration of the services to be provided for
the Client by the Consultant, as fully set forth in Exhibit A, upon execution of
this  Agreement,  the Client agrees to  compensate  Consultant in the manner set
forth on Exhibit B.

5.       Expenses.  Consultant  shall be solely  responsible for all anticipated
expenses and  disbursements to be made in connection with his performance  under
this Agreement.


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6.       Termination.

         (a)      This Agreement may be terminated at any time by mutual written
agreement of the parties hereto.

         (b)      This  Agreement   shall   terminate   upon  the   dissolution,
bankruptcy or insolvency of either party.

         (c)      The Client  shall have the right and  discretion  to terminate
this  Agreement  should the  Consultant  violate any law,  ordinance,  permit or
regulation of any governmental entity which has a material adverse effect on the
Consultant's ability to perform under this Agreement.

         (d)      The Client  shall have the right and  discretion  to terminate
this Agreement should the Consultant fail to cure,  within 15 days after receipt
of notice from the Client, any of the following:

                  (i)      Any  willful  breach of duty or  habitual  neglect of
duty by the Consultant;

                  (ii)     Any  material   breach  by  the   Consultant  of  the
obligations in Section 7; or

                  (iii)    Any  material   acts  or  events  which  inhibit  the
Consultant from fully  performing his  responsibilities  under this Agreement in
good faith.

7.       Confidentiality.  The Consultant  recognizes and acknowledges  that the
Consultant has and will have access to certain  confidential  information of the
Client and its  affiliates  that is  valuable,  special  and  unique  assets and
property of the Client and such  affiliates.  The Consultant will not, during or
after the Term of this Agreement, disclose, without the prior written consent or
authorization of the Client,  any of such  information to any person,  except to
authorized  representatives of the Consultant or his affiliates,  for any reason
or purpose whatsoever. In this regard, the Client agrees that such authorization
or consent to  disclosure  may be  conditioned  upon the  disclosure  being made
pursuant to a secrecy agreement,  protective order,  provision of statute, rule,
regulation or procedure  under which the  confidentiality  of the information is
maintained in the hands of the person to whom the information is to be disclosed
or in compliance with the terms of a judicial order or administrative process.

8.       Conflict of Interest.  The Consultant shall be free to perform services
for other  persons.  The Consultant  will notify the Client of the  Consultant's
performance  of  consulting  services for any other person which could  conflict
with the  Consultant's  obligations  under this  Agreement.  Upon receiving such
notice,  the Client may terminate this Agreement or consent to the  Consultant's
outside consulting activities.

9.       Disclaimer of Responsibility for Acts of the Client. The obligations of
Consultant  described in this  Agreement  consist  solely of the  furnishing  of
information and advice to the Client in the form of services.  In no event shall
Consultant  be  required  by this  Agreement  to  represent  or make  management
decisions for the Client. All final decisions with respect to acts and omissions
of the Client or any affiliates and  subsidiaries,  shall be those of the Client
or its affiliates, and Consultant shall under no circumstances be liable for any
expense incurred or loss suffered by the Client as a consequence of such acts or
omissions.


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10.      Indemnity.

         (a)      The  Client  shall   protect,   defend,   indemnify  and  hold
Consultant and his assigns and attorneys,  accountants,  employees, officers and
directors harmless from and against all losses, liabilities, damages, judgments,
claims,  counterclaims,   demands,  actions,  proceedings,  costs  and  expenses
(including  reasonable  attorneys'  fees) of every kind and character  resulting
from or  relating to or arising out of (a) the  inaccuracy,  non-fulfillment  or
breach of any representation, warranty, covenant or agreement made by the Client
herein; or (B) any legal action, including any counterclaim, to the extent it is
based  upon  alleged  facts  that,  if true,  would  constitute  a breach of any
representation,  warranty,  covenant or agreement made by the Client herein;  or
(c) negligent actions or omissions of the Client or any employee or agent of the
Client, or any reckless or willful misconduct,  occurring during the Term hereof
with respect to any of the decisions made by the Client.

         (b)      The  Consultant  shall  protect,  defend,  indemnify  and hold
Client and his assigns  and  attorneys,  accountants,  employees,  officers  and
directors harmless from and against all losses, liabilities, damages, judgments,
claims,  counterclaims,   demands,  actions,  proceedings,  costs  and  expenses
(including  reasonable  attorneys'  fees) of every kind and character  resulting
from or  relating to or arising out of (a) the  inaccuracy,  non-fulfillment  or
breach  of any  representation,  warranty,  covenant  or  agreement  made by the
Consultant  herein or the failure of the  Consultant to abide by all federal and
state laws and regulations concerning investor relations,  stock promotions, and
public  disclosure  requirements;   or  (b)  any  legal  action,  including  any
counterclaim,  to the extent it is based upon alleged facts that, if true, would
constitute a breach of any representation,  warranty, covenant or agreement made
by the  Consultant  or any employee or agent of the  Consultant  herein;  or (c)
negligent  actions or  omissions of the  Consultant,  or any reckless or willful
misconduct,  occurring  during  the  Term  hereof  with  respect  to  any of the
decisions made by the Consultant.

11.      Notices.  Any  notices  required  or  permitted  to be given under this
Agreement  shall be sufficient if in writing and delivered or sent by registered
or certified mail or overnight courier to the principal office of each party.

12.      Waiver  or  Breach.  Any  waiver  by  either  party of a breach  of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.

13.      Assignment.  This  Agreement  and the  rights  and  obligations  of the
Consultant  hereunder shall not be assignable without the written consent of the
Client.

14.      Applicable  Law. It is the  intention  of the parties  hereto that this
Agreement and the  performance  hereunder and all suits and special  proceedings
hereunder be construed in accordance  with and under and pursuant to the laws of
the Province of British Columbia and that in any action,  special  proceeding or
other  proceeding  that may be brought  arising out of, in connection with or by
reason  of this  Agreement,  shall  be  brought  only in a  court  of  competent
jurisdiction within the Province of British Columbia.


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15.      Severability and Enforceability. All agreements and covenants contained
herein are  severable,  and in the event any of them shall be held to be invalid
by any competent  court,  the Agreement  shall be interpreted as if such invalid
agreements or covenants were not contained herein.

16.      Entire  Agreement.  This Agreement  constitutes and embodies the entire
understanding  and  agreements  of the parties and  supersedes  and replaces all
prior understandings, agreements and negotiations between the parties.

17.      Waiver and Modification.  Any waiver, alteration or modification of any
of the provisions of this  Agreement  shall be valid only if made in writing and
signed by the parties  hereto.  Each party hereto,  from time to time, may waive
any of its rights  hereunder  without  effecting  a waiver  with  respect to any
subsequent occurrence or transactions hereof.

18.      Attorneys'  Fees and Costs.  In the event of any dispute arising out of
the subject matter of this  Agreement,  the prevailing  party shall recover,  in
addition to any damages  assessed,  its attorneys' fees and court costs incurred
in  litigating or otherwise  settling or resolving  such dispute . In construing
this  Agreement,  none of the parties  hereto  shall have any term or  provision
construed  against such party solely by reason of such party having  drafted the
same.

19.      Counterparts and Facsimile  Signatures.  This Agreement may be executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.  Execution  and delivery of this  Agreement by exchange of facsimile
copies  bearing the  facsimile  signature of a party  hereto shall  constitute a
valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.

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

CONSULTANT:                                 CLIENT:

VINCENT BON                                 VICTOR EBNER ENTERPRISES, INC.

/s/ Vincent Bon                             /s/ Christian Ebner
---------------                             -------------------
                                            Christian Ebner, President


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