Filed by Automated Filing Services Inc. (604) 609-0244 - Sungold International Holdings Corp. - Exhibit 4.40






Consulting Agreement

Effective January 29, 2007 This Agreement is between:

Sungold International Holdings Corp., 
(Hereinafter
referred to as SIHC)

940 The East Mall, Suite 300 
Toronto, Ontario, CANADA M9B
6J7 
And,

Todd Stinson
(Hereinafter referred to as TS)

4332 N 21st ST.
Lincoln, NE 68521

Whereas, SIHC wishes to contract with TS
to:

(a) Assist in the technical process in general for SIHC
with particular reference to the further development of the patent
application for the Horsepower World Lottery Pool. Completion of the Horsepower
software program, including upgrading the graphics component to current industry
standards, and interfacing with the appropriate internet and totalizing
applications, and content providers for the live venue;

(b) Assist in arranging operating contracts for product
installation on all venues, including but not limited to; internet, legal
betting shops, kiosks, VLTs, and satellite simulcast, and;

(c) Assist in arranging corporate financing, and;

(d) Act in a capacity overseeing the implementation and
on-going operations.

Now therefore and in consideration of the foregoing, it is
hereby agreed as follows:

	The term of this agreement, which takes full effect upon signing, shall be
  for one year from date of signing. This term is for the Consulting Fee
  compensation only. This term is not applicable for the license and gross
  allowances as evidenced below.
  
	This agreement will become effective only when SIHC demonstrates
  the financial abilities and wherewithal to facilitate obligations outlined
  within this agreement. Or at TS’s discretion.
  
	The Consulting Fee agreement can be extended upon termination, by mutual
  agreement between both parties, in accordance with negotiations between the
  parties, which shall begin prior to the expiration of this initial agreement.
  


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	• 	
      The Title assumed by TS will be Industry
      Consultant. It is understood and agreed that this title is not an Officer
      of SIHC. Nor will TS be held liable in any capacity from the
      on going operations of SIHC. It is also understood that any
      announcement or press release of this appointment or contemplated
      licensing of TS’s proprietary IP provisional application(s) and
      contemplated issuance, will be approved as to content and timing by
      TS.

	• 	
      TS shall be issued 500,000 Common shares of
      SIHC at the time of signing.

	• 	
      TS shall receive an initial consulting fee of
      $5,000 U.S. upon signing. In addition to this signing fee TS shall
      receive $2,500 U.S. per month, prorated for part months, payable at the
      end of each month. Said monthly consulting will be agreed to have
      commenced on December 15th 2006, as compensation for “work to
      date”, which includes all expenses incurred to date. A portion of these
      monies owed ($2,500 U.S.) to be offset against provisional patent filing
      only.

	• 	
      TS shall receive additional allocations of SIHC
      Common shares as the following Bench Marks are
  achieved:

		• 	
      TS shall receive an additional allocation of
      500,000 Common shares of SIHC at the time of the graphics upgrade,
      in either the virtual or the live demo of the products discussed within
      this agreement.

		• 	
      TS shall receive an additional allocation of
      500,000 Common shares of SIHC at the time that SIHC signs a
      Horsepower® World Pool application contract with a revenue generating
      entity.

		• 	
      TS shall receive an additional allocation of
      750,000 Common shares of SIHC at the time that SIHC
      successfully commences Horsepower® World Pool live wagering operations
      or operations in any capacity that generates revenue to
  SIHC.

		• 	
      TS shall receive an additional allocation of
      500,000 Common shares of SIHC at the time that SIHC signs a
      Horsepower® World Pool Lottery application contract with any Lottery
      organization and or jurisdiction. Including but not limited to outsourced
      lottery vendors.

		• 	
      TS shall receive an additional allocation of
      1,000,000 Common shares of SIHC immediately upon commencement of
      the Horsepower® World Pool Lottery wagering operations.

		• 	
      TS shall receive an additional 250,000 Common
      shares for the SIHC acquisition of the Breezestreams.com
      opportunity. It is understood that all or a good portion of these shares
      will be used to satisfy payment to the original designer of the
      Breezestreams concept.

		• 	
      TS shall receive an additional 1,000,000 Common
      shares upon issuance of patent protection. As evidenced by the USPTO
      issuance certificate. This allocation is only applicable if exclusivity is
      still in effect under the terms of this agreement.



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	TS shall receive cash compensation for Supervising the live
  operation of the Horsepower® World Pool product equal to 1% (one percent) of
  the Sungold/Horsepower share of the Gross Revenue earned from the Horsepower®
  World Pool Internet and Betting shop operation, not exceeding Three percent
  (3%) of the Net Income from this operation as long as TS continues to
  supervise these operations.
  
	In exchange for registering, as the inventor, a new patent(s) in the name
  of SIHC, TS shall receive cash compensation from the operations of the
  Horsepower® World Pool Lottery products equal to 10% (ten percent) of the
  Sungold/Horsepower share of the Gross Revenue earned from the Horsepower®
  World Pool Lottery operations. (operations that are directly attributed to TS
  including the patent(s) applications as of 1-12-07) in perpetuity from the
  date of commencing these operations.
  
	TS agrees to license the rights to SIHC to market the
  lottery products under its provisional patent protection and subsequent
  issuance. This “License Agreement”, to be defined in a separate “License
  Agreement”, will include the following restrictions and performance clauses to
  be borne by SIHC to maintain its exclusive position in the intellectual
  property. 


	 	1. 	
      SIHC bears the cost of filings, both provisional
      and the subsequent prosecution to issuance.

	 	2. 	
      SIHC agrees that this is a marketing license only,
      and understands that its exclusivity position remains in effect only as
      long as its ability to financially support the prosecution, marketing, and
      industry standard respect of the intellectual property.

	 	3. 	
      SIHC agrees that this intellectual property is not
      assignable.

	 	4. 	
      SIHC agrees that any material change in the
      capital structure of SIHC will cause the exclusivity exclusion.
      (Material change to be defined in “License
Agreement”).



	TS shall be reimbursed by the company for pre-approved expenses
  incurred on behalf of the company.
  
	TS agrees to sign the SIHC standard non-competition
  agreement. 


It is further understood and agreed by the parties that during
the term of this agreement the company may undertake additional projects which
have been discussed in principle and in such cases SIHC and TS
will agree on the nature of the project and the compensation arrangements for
TS to supervise them in each case. Examples of these projects include a
Video Lottery Terminal version of the product.

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EFFECTIVE DATE

This agreement shall be in full force and effect immediately
upon acceptance as signed and witnessed below.

This agreement represents the complete and entire agreement
between the parties, and there are no prior or pre-existing agreements.

The parties agree that an executed copy received by telefax or
digitally signed will represent a completed agreement. 

This agreement has been approved and accepted by the following
individuals who have full and complete authority to legally bind each party
respectively:

	Sungold International Holdings Corp., 	Witnessed by: 
	/T.K. Blackwell/. 	/Larry Simpson/. 
	T. Keith Blackwell, Chief Executive Officer 	Larry Simpson, Director



And,

	_/Stiny/. 	  
	Todd Stinson 	Witnessed by:/CChessmore/. 
	  	Print Name: Cynthia J. Chessmore
  


Dated this 29th day of January, 2007.

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