MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT is made as of the 28th day of  April, 2003

     Green Power Energy  Holdings  Corp., a corporation  incorporated  under the
     laws of the State of Delaware

     (herein called the "Corporation")

     - and -

     Medallion Capital  Corporation,  of the City of Toronto, in the Province of
     Ontario,  a  corporation  incorporated  under the laws of the  Province  of
     Ontario (herein called Consultant)


     WHEREAS  the  Corporation  wishes to engage the  Consultant  to provide the
consulting services on the terms set out herein;

     AND  WHEREAS  the  Consultant   wish  to  accept  this  engagement  by  the
Corporation;

     NOW  THEREFORE in  consideration  of the mutual  covenants  and  agreements
contained  in this  Agreement  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1.   DEFINITIONS
     -----------

     In this Agreement,

     "Agreement" means this agreement as it may be amended from time to time;

     "Confidential   Information"   means  all   confidential   or   proprietary
     information,  intellectual  property (including trade secrets) and material
     change and  material  facts  relating  to the  business  and affairs of the
     Corporation that have not been disseminated to the public;

2.   THE CONSULTANT COVENANTS AND AGREES AS FOLLOWS:
     -----------------------------------------------

a.   The  Consultant  will  conduct  a  complete  due  diligence  review  of the
     Corporation  and  prepare  recommendations  on  financing,   going  public,
     security  council,  capital  structure  and other  matters  related  to the
     advancement of the Corporation; and

b.   said due  diligence  material  shall be compiled in a format  suitable  for
     presentation to Corporate Finance managers in the investment  community and
     the requirements to take the Corporation public by reverse merger; and



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c.   provide such paralegal services as are deemed appropriate; and

d.   act as the  Corporation's  liaison  with their  security  lawyers to assure
     expedient  processing  of all matters for financing and going public at the
     most economical cost; and

e.   plan and help develop the  Corporation's  investor  relations program to be
     set out in a separate agreement; and

f.   assist the  Management of the  Corporation in complying with all securities
     and exchange regulations; and

g.   advise the Corporation on public disclosure requirements; and

h.   cause the  Consultant's  officers,  directors and employees not to disclose
     any Confidential Information; and

i.   such other  investment  banking services as are required by the Corporation
     in the administration of the Corporation's affairs.

j.   The Consultant shall, if deemed advisable,  employ other consultants at its
     own expense or at the expense of the Corporation if approved in advance.

3.   THE CORPORATION COVENANTS AND AGREES AS FOLLOWS:
     ------------------------------------------------

a.   to keep the  Consultant  fully informed of  Confidential  Information as it
     develops  regarding the  Corporation,  its assets and  financial  position.
     Authorize key personnel to discuss said  Confidential  Information with the
     Consultant; and

b.   to modify the business plan if mutually agreed upon by both parties;

e.   to make  available  key  management  personnel  on  reasonable  notice  for
     in-person and conference call meetings,  with investors,  research analysis
     and corporate finance people;

f.   to pay the Consultant's fees and expenses when due; .


4.   COMPENSATION
     ------------

     As  compensation  for  the  services  to  be  provided  by  the  Consultant
     hereunder,  the  Corporation  covenants  and  agrees to pay the  Consultant
     $400,000 on April 11, 2003 plus  $5,000 per month  commencing  in the first
     month following the completion of a reverse merger in which the Corporation
     becomes a publicly  traded  entity,  and each month during the remainder of
     the Term  hereof.  Fees are billed  monthly  and are due at the end of each
     month beginning April 30, 2003 on receipt of invoice; and


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     The Corporation will reimburse the Consultants for all reasonable  expenses
     actually  incurred and paid by the  Consultants to third parties during the
     Term in the performance of the Consultants'  services under this Agreement,
     upon  presentation  of  expense  statements  and  receipts  or  such  other
     supporting  documentation  as the Corporation may reasonably  require.  The
     Consultants  agree to limit these  expenses to not more than $500 per month
     without the prior written consent of the  Corporation and without  limiting
     the  generality of the  foregoing  shall include  postage,  long  distance,
     couriers, photo copying, etc.

5.   EQUITY
     ------

     Nothing in this agreement  shall prevent the  Consultant  from acquiring an
     equity interest in the public company into which the  Corporation  proposes
     the reverse merger.

6.   TERM OF AGREEMENT
     -----------------

     This  Agreement is for a term of one year from the date first written above
     unless earlier terminated.

7.   TERMINATION
     -----------

     This  Agreement  may  be  terminated  after  30  days  from  the  date  the
     Corporation  shares are  trading  publicly by either  party  giving 30 days
     written notice of intent to terminate.

8.   RELATIONSHIP
     ------------

     The  Relationship  of the  Consultant  to the  Corporation  is  that  of an
     independent contractor.

9.   CONFLICTS
     ---------

     The  Consultant is in the business of providing  similar  services to other
     companies and such services as provided to others whether their business be
     similar to that of the Corporation,  will not be a breach of this Agreement
     or considered a conflict of interest on the part of the Consultant.

10.  NO USE OF CONFIDENTIAL INFORMATION
     ----------------------------------

     During  and at all  times  after the  termination  of this  Agreement,  the
     Consultant will keep confidential all Confidential Information and will not
     use, for the benefit of the Consultant or others (except in connection with
     the  business  and affairs of the  Corporation  in the course of  providing


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     services hereunder) any Confidential  Information and will not disclose any
     Confidential  Information  to any person  except in the course of providing
     services  under  this  Agreement  to  a  person  who  is  employed  by  the
     Corporation or with the Corporation's  prior consent and in accordance with
     applicable   law.  The  foregoing   prohibition   will  not  apply  to  any
     Confidential Information if:

     a)   the  Confidential  Information  is  available  to the public or in the
          public domain at the time of disclosure or use;
     b)   disclosure  is required to be made by  operation of law, in which case
          the Consultant will notify the Corporation  immediately  upon learning
          of that requirement; or
     c)   disclosure is made with the Corporation's prior written approval.


11.  NOTICE
     ------

     Any notice or  communication  to be given or made under this Agreement must
     be in writing and addressed as follows:

     (a)  if to the Consultants:

          Medallion Capital Corporation
          347 Bay Street, Suite 408
          Toronto, Ontario M5H 2R7
          Phone: 1-416-865-9790
          Fax:     1-416-865-1250
          Email - skelley@medallioncap.com
                  ------------------------
          Attention: Stafford Kelley

     (b)  if to the Corporation:

          Green Power Energy Holdings Corp.
          3212 Wickford Road
          Wilmington, NC
          Phone: 910-312-7690
          Fax : 910-392-7689
          Email : gpeh@ec.rr.com
          Attention : Wayne Coverdale

          and will be deemed to be properly given or made on the earliest of the
          following:

     (i)  actual delivery;
     (ii) 48 hours after being sent by commercial courier service:
     (iii) the day following which any telecopier message is sent.

     Notice of change of address for the purpose of notice will also be governed
     by this section.



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12.  ASSIGNMENT
     ----------

     This  Agreement  may not be  assigned  by either  party,  without the prior
     written consent of the other party.

13.  HEADINGS
     --------

     The inclusion of headings in this Agreement is for convenience of reference
     only and is not to affect construction or interpretation.

14.  INVALIDITY OF PROVISIONS
     ------------------------

     Any provision of this Agreement that is prohibited or  unenforceable in any
     jurisdiction will, as to that jurisdiction, be ineffective to the extent of
     the  prohibition  or  unenforceable   without  invalidating  the  remaining
     provisions of this Agreement,  and any prohibition or  unenforceability  in
     any  jurisdiction  will not invalidate or render  unenforceability  of that
     provision in any other  jurisdiction.  For any provision severed there will
     be deemed  substituted  a like  provision to  accomplish  the intent of the
     parties as closely as possible to the  provision as drafted,  as determined
     by  any  court  or  arbitrator   having   jurisdiction  over  any  relevant
     proceeding, to the extent permitted by the applicable law.

15.  ENTIRE AGREEMENT
     ----------------

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
     pertaining to the subject matter. There are no warranties,  representations
     or  agreements  between the parties in connection  with the subject  matter
     except as are  specifically  set out or referred to in this  Agreement.  No
     reliance is placed on any representation,  opinion,  advice or assertion of
     fact made by either party or its directors, officers or agents to the other
     party, or its directors,  officers or agents, except to the extent that the
     same has been reduced to writing and included as a term of this  Agreement.
     Accordingly,  there is to be no  liability,  either in tort or in contract,
     assessed  in  relation  to any  such  representation,  opinion,  advice  or
     assertion of fact, except to the extent aforesaid.

16.  WAIVER, AMENDMENT
     -----------------

     Except as expressly  provided in this Agreement,  no amendment or waiver of
     this Agreement  will be binding unless  executed in writing by the party to
     be bound. The failure of either party at any time to require performance by
     the other party of any  provisions of this  Agreement will in no way affect
     the right of that party to require performance of any provisions. No waiver
     of any provision of this  Agreement  will  constitute a waiver of any other
     provision  nor will any  waiver  of any  breach  of any  provision  of this
     Agreement be construed as a waiver of any  continuing or succeeding  breach
     of such provision unless otherwise expressly provided.


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17.  CURRENCY
     --------

     All amounts in this Agreement are stated and will be paid in US currency.

18.  GOVERNING LAW
     -------------

     This  Agreement is to be governed by and construed in  accordance  with the
     laws of the State of Delaware.

19.  COUNTERPARTS
     ------------

     This  Agreement  may be executed in  multiple  counterparts,  each of which
     shall be deemed an original, and all of which together shall constitute one
     and the same  instrument.  Execution  and  delivery  of this  Agreement  by
     exchange of facsimile copies bearing  facsimile  signature of a party shall
     constitute a valid and binding  execution and delivery of this Agreement by
     such party.  Such facsimile  copies shall constitute  enforceable  original
     documents.

20.  TIME IS OF THE ESSENCE
     ----------------------

     Time shall be of the essence of this Agreement.

IN WITNESS  WHEREOF THE  CORPORATION  AND THE  CONSULTANTS  HAVE  EXECUTED  THIS
AGREEMENT.



GREEN POWER ENERGY HOLDINGS CORP.


BY:      /s/ Wayne  Coverdale



TITLE:   CEO &President

MEDALLION CAPITAL CORP.


BY:      /s/ Stafford Kelley


TITLE:   President