Exhibit 10.3


                        INDEPENDENT CONSULTING AGREEMENT
                                  JASON M SMITH

         This  Independent  Consulting  Agreement  ("Agreement")  is  entered
into effective as of the 8th day of September, 2003, by and  between Y3K  Secure
Enterprise  Software,  Inc. (the  "Company") and  Jason M Smith ("Consultant")

                                                    Recitals
         A. WHEREAS, the Company desires to retain Consultant to provide certain
Services,  and Consultant desires to perform such Services for the Company as an
independent contractor; and

         B. WHEREAS, the Company and Consultant wish to set forth in writing the
terms of their contractual relationship;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
hereinafter contained, the parties agree as follows:

                                    AGREEMENT

1. Scope of Work.  The  Company  hereby  employs  Consultant  as an  independent
contractor.  Consultant shall provide the following services to the Company,  as
requested by the President of the Company (the "Services"):

   1.1 Tasks

     1.1.1 Develop the version of the application  integrating Y3K  applications
into the xSides space based on the project  schedule  outlined  with approval of
YTHK and acceptance by Jason Smith

     1.1.2 Advise Y3K on xSides  technology  and  implementation  with contracts
outlined by Business Development.

     1.1.3  Consultant will be reporting to Cedric Griss and will be responsible
for delivering weekly status reports, and other operational material as needed.

2. Term. The term of this Agreement shall be for a period of 180 days commencing
on September  18, 2003.  Either party may terminate  this  Agreement at any time
upon fifteen (15) days' prior written  notice.  Company may also  terminate this
Agreement immediately in the event of Consultant's default in the performance of
this Agreement or material breach of any of its provisions.


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3.  Consulting  Fees.  For the Services to be rendered by  Consultant to Company
pursuant  to  this  Agreement,  Consultant  shall  be  entitled  to  an  monthly
consulting fee (the  "Consulting  Fee") in the amount of Ten Thousand and 00/100
DOLLARS  ($10,000).  The  Consulting  Fee  shall be paid in  equal  semi-monthly
installments  on or before the first and  fifteenth  day of each  month.  In the
event that this  Agreement is  terminated  on other than the first of the month,
then the  Consulting  Fee for that  month  shall be  prorated  as of the date of
termination.

     3.1 Stock: Upon the signing of this Agreement the Consultant will receive a
Stock Option grant for 50 Thousand shares as outlined in the `Option Agreement'.

4. Expenses.  Consultant shall be reimbursed for all reasonable  "out-of-pocket"
business  expenses for business  travel and business  entertainment  incurred in
connection  with the performance of Services under this Agreement as approved by
the  President  of the  Company in advance;  provided,  however,  that  business
expenses  aggregating  more than $1,000 monthly must be approved by two officers
of the Company.

5.   Proprietary   Rights.   Consultant   agrees  that  all  works,   materials,
presentations,   programs,  ideas,   technologies,   inventions,   improvements,
discoveries,  processes,  software designs, technical information or programs or
other  properties  made or conceived by Consultant,  and ther data and materials
resulting from Services provided under this Agreement(collectively, "Works") are
works-made-for-hire  and the Works,  including  all  ownership,  patent  rights,
copyrights,  trade  secrets  and other  intellectual  property  rights  embodied
therein that all (separately and  collectively the  "Intellectual  Properties"),
shall be the sole property of Company.  Consultant further agrees to execute all
assignments or other documents and do all things  necessary to enable Company to
prosecute,  perfect and enforce such right, title, and interest in all Works and
to allow  Company to obtain  patent,  trademark,  service mark and/or trade name
registration, or copyright protection therefor.

6.  Confidentiality.  Consultant  recognizes  and  acknowledges  that during the
course of  performing  Services  under this  Agreement  he shall have  access to
certain information not generally known to the public,  relating to the business
of Company,  which may include  without  limitation,  the existence and terms of
this Agreement,  customer lists,  sales and business  information,  prospects or
projections,  processes,  formulas,  research  or  experimental  work,  work  in
process,  trade  secrets,  source  code,  software  programs  owned by  Company,
marketing plans and procedures,  Intellectual  Properties (as defined in Section
6), or any other proprietary or confidential matter (collectively  "Confidential
Information").  Consultant  recognizes and acknowledges  that this  Confidential
Information constitutes a valuable,  special and unique asset of Company, access
to and  knowledge of which are  essential  to the  performance  of  Consultant's
Services under this Agreement.  Consultant acknowledges and agrees that all such
Confidential  Information,  including  without  limitation that which Consultant
conceives or develops,  either alone or with others, at any time during the term
of this  Agreement,  is and shall remain the  exclusive  property of Company and
upon  termination  of this  Agreement,  no tangible form of such  information or
copies  shall  be  retained  by  Consultant  in  any  form.  Consultant  further
recognizes,  acknowledges  and agrees that in order to enable Company to perform
services  for its  customers,  such  customers  may  furnish to it  confidential
information concerning their business affairs, property, methods of operating or
other  data,  that the  goodwill  afforded  to Company  depends  upon it and its
employees, contractors, agents and consultants preserving the confidentiality of
such  information,  and that such  information  shall be treated as Confidential
Information of Company for all purposes under this Agreement.

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7.  Non-disclosure.  Consultant  agrees  that,  except as directed by Company in
writing or with the prior written permission of Company, Consultant shall not at
any time,  whether during or after his employment with Company,  use or disclose
to any person any Confidential Information, or permit any person to use, examine
or make copies of any documents,  files, data or other information sources which
contain or are  derived  from  Confidential  Information,  whether  prepared  by
Consultant or otherwise coming into Consultant's possession or control.

8. Possession.  Consultant agrees that upon request by Company, and in any event
upon termination of this Agreement for any reason  whatsoever,  Consultant shall
turn over to Company all documents,  notes, papers, data, files,  computer discs
or  other  programs,  office  supplies  or other  material  or work  product  in
Consultant's  possession  or under his  control,  whether  originals,  copies or
drafts,  which were  created  pursuant  to, are  connected  with or derived from
Consultant's  services  to  Company,  or which  are  related  in any  manner  to
Company's business activities, training or research and development efforts, and
that  Consultant  shall  delete  such  information  from any  personal  computer
Consultant may have.

9. Non-competition. Consultant agrees and covenants that during the term of this
Agreement  and for one (1) year  after  termination  of this  Agreement  for any
reason, Consultant shall not, directly or indirectly:  (a) solicit any employees
of Company or any of Company's independent contractors to become associated with
any business which is competitive with that of Company with which Consultant may
be  connected  in any way; or (b) solicit any  customer or targeted  prospective
customer of Company on behalf of any business which is directly competitive with
any  aspect  of the  business  of  Company  as  presently  conducted  or as said
businesses  may evolve in the  ordinary  course of business  between the date of
this  Agreement and the expiration of this covenant not to compete (the "Company
Business"),  whether or not using any  Confidential  Information  or (c) compete
with any aspect of Company Business, whether as an owner, partner,  shareholder,
consultant, advisor or in any other capacity for a business which is competitive
with Company Business except as noted in exhibit A

10.  Injunctive  Relief.  Consultant  acknowledges that the breach or threatened
breach of the "Proprietary  Rights,"  "Confidentiality,"  "Non-competition,"  or
"Non-disclosure"  or any other  provisions of this Agreement  would give rise to
irreparable injury to Company, which injury would be inadequately compensable in
money damages.  Accordingly,  Company may seek and obtain injunctive relief from
the breach or threatened  breach of any  provision,  requirement  or covenant of
this Agreement, in addition to and not in limitation of any other legal remedies
which may be available.  Consultant further acknowledges,  agrees and stipulates
that, in the event of the termination of employment  with Company,  Consultant's
experience and  capabilities  are such that Consultant can obtain  employment in
business  activities which are of a different and  noncompeting  nature with his
activities  as an Consultant of Company;  and that the  enforcement  of a remedy
hereunder  by way of  injunction  would not prevent  Consultant  from  earning a
reasonable  livelihood.  Consultant  further  acknowledges  and agrees  that the
covenants  contained  herein  are  necessary  for the  protection  of  Company's
legitimate business interests and are reasonable in scope,  content and duration
since  Company's  business and  Consultant's  duties  pursuant to this Agreement
extend worldwide.

11.  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 other damages assessed, its reasonable attorneys' fees and court
costs  incurred in  litigating or otherwise  settling or resolving  such dispute
whether or not an action is brought or  prosecuted  to judgment.  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.

12. Independent Contractor Status/Indemnity.  Consultant acknowledges and agrees
that  Consultant  is an  independent  contractor  and not an agent  of  Company.
Consultant,  and any and all employees or sub-contractors of Consultant, if any,
providing services pursuant to this Agreement shall not be considered  employees
of Company.  Consultant  acknowledges  that Consultant is responsible to pay and
agrees to pay any and all applicable federal and state self-employment taxes and
fees in connection with the Services under this  Agreement,  and that Consultant
will  abide by all  applicable  federal,  state,  and local  laws in  connection
therewith.  Consultant  acknowledges  that  Consultant  shall not be entitled to
participate in any employee benefit plans or other fringe benefits,  which might
otherwise be available to employees of Company. In the event that Company incurs
any loss,  cost,  claim,  expense or liability,  including  attorney  fees, as a
direct or indirect result of Consultant's  material default under this Agreement
(which specifically  includes  Consultant's  failure to pay taxes as required in
this Section or  misrepresentation  by  Consultant of  Consultant's  status with
respect to the Company in  violation  of Section 1), then  Consultant  agrees to
indemnify,  defend  and hold the  Company  harmless  from any and all such loss,
cost, claim, expense or liability.

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13.  Governing  Law. The  Agreement  shall be construed in  accordance  with the
internal  laws of the  State of  Washington  applicable  to  contracts  made and
performed there. Consultant's obligations under this Agreement supplement and do
not supersede the obligations  imposed on Consultant by the laws of the State of
Washington and the United States of America, including without limitation by the
Washington Uniform Trade Secrets Act.

14. Survival.  Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement  (including  without  limitation the
"Proprietary Rights" "Confidentiality,"  "Non-disclosure," and "Non-competition"
provisions) shall survive the termination or expiration of this Agreement and be
binding on Consultant and Company.

15.  Severability.  The invalidity or  unenforceability  of any provision in the
Agreement  shall not in any way affect the  validity  or  enforceability  of any
other provision and this Agreement shall be construed in all respects as if such
invalid  or  unenforceable  provision  had  never  been  in the  Agreement.  16.
Assignment.  The  rights  of  Consultant  hereunder  shall  not be  assigned  or
transferred  without  Company's prior written  consent.  Any assignment  without
Company's prior written consent shall be null and void.

17.  Amendments.  This Agreement may be amended at any time by mutual consent of
the parties  hereto,  with any such  amendment to be invalid  unless in writing,
signed by Company and Consultant.

18. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties respecting the employment of Consultant by Company, and there are no
representations, warranties or commitments, except as set forth herein.

         IN WITNESS  WHEREOF,  Company and  Consultant  have duly  executed this
Agreement.


COMPANY:                                                     CONSULTANT:

Y3K Secure Enterprise Software, Inc.


/s/ King Wm. Cole                                            /s/ Jason M. Smith
-------------------------------------                        ------------------
By: King Wm. Cole, President                                 By: Jason M Smith
Date:  9/8/03                                                Date:  9/8/03



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