Exhibit 10.2

                              CONSULTING AGREEMENT
                              --------------------

      ACCOUNTING, ENGINEERING, OPERATING AND GENERAL ADMINISTRATIVE SERVIES

THIS  AGREEMENT  dated  for reference and intended effective from the 1st day of
April,  2000  (the  "Effective  Date")

BETWEEN:

          PLANET EARTH OPERATING  SERVICES INC., a corporation  formed under the
          -------------------------------------
          Canada Business Corporations Act and having an address in care of 6943
          Mornington Street, Millbank, Ontario

          (the "Consultant")

AND:

          THERMO TECHTM  TECHNOLOGIES  INC., a body corporate  having an address
          -----------------------------------
          2380 Brampton Street, Hamilton, Ontario

          (the "Company")

RECITALS:

A.     The  Company  has  agreed  to  retain  the  services of the Consultant to
provide  and  contract  out  to the Company the consulting services described in
Schedule  "A"  attached  hereto  (the  "Services")  and the Consultant agrees to
provide the Services tot eh Company, in accordance with the terms and conditions
contained  herein;

B.     The  Consultant  is  an independent contractor and is not an employee nor
agent  of  nor  partner  nor  joint  venturer  with  the  Company;

C.     The  Company  has also requested that the Consultant enter into customary
confidentiality  provisions, and the Consultant has agreed to do so, to specifiy
the  obligations of confidentiality which the Consultant has agreed to accept as
a  condition  of  the  Consultant  being  engaged  to  perform  the  Services.

THIS  AGREEMENT  WITNESSES THAT in consideration of the premises, and other good
and  valuable  consideration,  the  receipt  and  sufficiency of thich is hereby
acknowledged,  the  parties  agree  as  follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.     Definitions
       -----------

     In  this Agreement, including the recitals and any schedules, the following
words  and  expressions have the following meanings unless the context otherwise
requires:


                                      -1-
<PAGE>
     (a)  "Confidential  Information"  means all  information  or data which may
          before  or  after  the  date of this  Agreement  be  delivered  to the
          Consultant by the Ccompany or by any affiliate of the Company or which
          may otherwise come within the knowledge of the Consultant or which may
          be developed y the  Consultant  or any  subsidiary or affiliate of the
          Consultant  or any  employuee  of any of them in  connection  with the
          Services or from any of the other  Confidential  Information  or which
          relates to the Company  including,  without limiting the generality of
          the  foregoing,   all  information  or  data  regarding  manufacturing
          processes,  programs, plants, products, costs, equipment,  operations,
          distribution,  marketing or customers  relating to the  products,  all
          technical    information,     procedures,     processes,     diagrams,
          specifications, improvements, formulations, plans and data relating to
          the  foregoing  and all  documents  delivered  by the  Company  or any
          affiliate  of either of them  which are marked as  confidential  or as
          proprietary information.

     (b)  "Services"  means all services  which the  Consultant may provide from
          time to time for the  Company  including,  without  limitation,  those
          provided in Schedule "A" hereto.

1.2     Entire  Agreement
        -----------------

     This  Agreement  supersedes  all  previous invitations, proposals, letters,
correspondence,  negotiations,  promises,  agreements,  covenants,  conditions,
representations  and warranties with respect to the subject matter of consulting
services  as  set  out  in the Agreement.  There is no representation, warranty,
collateral term or condition affecting this Agreement for which any party can be
held  responsible  in  any  way,  other  than  as  expressed  in writing in this
Agreement.

1.3     Amendments
        ----------

     No  change or modification of this Agreement will be valid unless it is nin
writing  and  signed  by  each  party  to  this  Agreement.

1.4     Invalidity  of  Particular  Provision
        -------------------------------------

     It  is  intended that all of the provisions of this Agreement will be fully
binding  and  effective  between  the parties.  In the event that any particular
provision  or  provisions or a part of one or more is found to be void, voidable
or  unenforceable  for  any  reason whatsoever, then the particular provision or
provisions or part of the provision will be deemed severed from the remainder of
this  Agreement.  The other provisions of this Agreement will not be affected by
the  severance  and  will  remain  in  full  force  and  effect.

1.5     Governing  Law
        --------------

     The  place of making, execution and delivery of this Agreement shall be and
shall  be deemed to be the Province of Ontario.  However, this Agreement will be
governed by and construed in accordance with the laws of the Province of British
Columbia  and  the  laws  of  Canada  applicable  therein.


                                      -2-
<PAGE>
                                    ARTICLE 2
                                  REMUNERATION

2.1     Remuneration
        ------------

     The  Remuneration  of the Consultant shall be at the rates and on the terms
specified  in  Schedule  "B" hereto.  All Financial determinations made under or
pursuant  to  this  Agreement  shall be made and finally determined by the Chief
Financial  Officer  of  the  Consultant,  acting  reasonably,  or  failing  his
determination,  by  the  chartered  accountants  of  the  Consultant,  acting
reasonably,  and in either case in accordance with Generally Accepted Accounting
Principles  as  promulgated  from  time  to  time  by  the  Canadian Insitute of
Chartered  Accountants.

2.2     Reimbursement  of  Expenses
        ---------------------------

     The  Consultant  shall be fully reimbursed by the Company for all expenses,
disbursements  and  other costs (collectively, "Expenses") for goods or services
of  third  parties,  agents,  suppliers,  sub-consultants,  employees  and other
consulting  professionals,  as  reasonably  determined  and  as such amounts are
incurred,  committed  to or otherwise required by the Consultant, except if such
goods,  services  or  amounts  are  specifically  set  out  in paragraph 2(A) of
Schedule "A" as being comprised in the aggregate Remuneration to and overhead of
the  Consultant.  If  and  so often as cash-flow circumstances of the Consultant
require,  the Consultant shall be entitled to require from time to time that the
Company provide advances of the Expenses to the Consultant or directly to others
all  as  designated  by  the  Consultant.  For  greater  certainty,  but without
limiting  the  extent  of the reimbursable Expenses, such Expenses shall include
all  postage,  printing, mailing, proxy solicitation, shareholder communications
and  other related and ancillary communications expenses arising during the term
of  this  Agreement,  regardless  of  media.

2.3     Consultant  Not  Employee
        -------------------------

     The  parties  agree  that  the  Consultant  and  employees,  agents,
sub-consultants, officers, directors and other representatives of the Consultant
are  not  employees  of the Company and, as such, save as required by law, there
shall  be  no  deductions  for any statutory withholdings, including but without
limitation,  withholdings  for  income tax, Canada Pension Plan, Unemployment or
Employment  Insurance  or  Worker's  Compensation.

2.4     Statutory  Withholdings
        -----------------------

     The  Consultant  agrees to make and remit all statutory withholdings as may
be  required  by  it  in  respect  of  the  Consultants'  other  employees,
sub-consultants, officers or directors who may be involved in performance of the
Services  for  the Company.  At the request of the Company, the Consultant shall
provide  to  the  Company  satisfactory  evidence of such statutory withholdings
having  been  made.

2.5     No  Participation  in  Plans
        ----------------------------

     The  Consultant  and  its  employees,  agents,  sub-consultants,  officers,
directors  and other representatives shall not be entitled to participate in any
medical,  dental,  extended health or group life insurance plans of the Company.


                                      -3-
<PAGE>
2.6     Insurance
        ---------

     The  Consultant  agrees  to  maintain  adequate  and  appropriate liability
insurance  coverage in respect of the services to be performed by the Consultant
including,  without  limiting  the  generality  of  the  foregoing, any required
Worker's  Compensation  registration.  At  the  request  of  the  Company,  the
Consultant  shall  provide  satisfactory  evidence  to  the  Company of all such
coverage.

2.7     No  Partnership
        ---------------

     This  Agreement  will  not  be  construed  as creating a partnership, joint
venture  or  agency  relationship between the parties or any other form of legal
association  which  would impose liability upon one party for any act or failure
to  act  by  the  other  party.

                                    ARTICLE 3
                                 CONFIDENTIALITY

3.1     General  Obligation  of  Confidentiality
        ----------------------------------------

     The  Consultant  acknowledges  that  the  Confidential Information consists
entirely  of  information  and  knowledge which is the exclusive property of the
Company  or its subsidiaries and affiliates or persons from whom the Company has
obtained  its  rights.  The  Consultant  will treat the Confidential Information
obtained  by  it  in  strict  confidence  and will not disclose the Confidential
Information  made  available  to  it unless otherwise required by law, except as
previously approved in writing by the Company.  The Consultant will protect such
Confidential Information from disclosure by exercising a standard of care as may
reasonably  be  expected  to  preserve  its secret and confidential nature.  All
documents  containing  Confidential Information are the property of the Company.
Without limiting the generality of the foregoin, the Consultant hereby transfers
to  the  Company the property rights in all documents which now or hereafter may
contain  the  Confidential  Information.

3.2     Use  of  Confidential  Information
        ----------------------------------

     The  Consultant  will  not use the Confidential Information for any purpose
other  than  as  contemplated by this Agreement or except as contemplated in any
other  agreement or agreements in writing between or among (A) the Consultant or
its  respective  affiliates,  and  (B) the Company or its respective affiliates.

3.3     Prohibition  on  Copying
        ------------------------

     The  Consultant  will  not  copy,  modify  or  part  with  the Confidential
Information  except  with  the  written approval of the Company, except that the
Consultant  is  permitted  to  make  a  reasonable  number  of  copies  of  the
Confidential Information for the specific purposes authorized by this Agreement.
All  such  copies  remain  the  property  of  the  Company.


                                      -4-
<PAGE>
3.4     Officers  and  Employees
        ------------------------

     The Consultant may disclose the  Confidential  Information only to those of
its  officers,  directors,  agents,   sub-contractors,   professional  advisors,
employees and others (as the case may be, each an "individual"  for the purposes
of this Section 3.4) whose duties  require them to know the same. The Consultant
will notify such individuals of the obligations contained in this Agreement with
respect to  confidentiality  and  restrictions  on its use. If  requested by the
Company,  the Consultant will require each such individuals to whom Confidential
Information  is  disclosed  to execute and to deliver to the Company the written
agreement  of such  individual  to be bound  personally  by all of the  terms an
conditions  of this  Agreement,  such  agreement  to be in a form  and on  terms
satisfactory to the Company, acting reasonably.  The Consultant will require and
direct such  individuals  to exercise a standard of care  sufficient to preserve
the confidential nature of the Confidential Information.

3.5     Exceptions
        ----------

Any  obligations  specified  in  this Article 3 will not apply to the following:

     (a)  any information which is presently in the public domain;

     (b)  any information which subsequently  becomes part of the public domain,
          except and unless it is proven by the Company that such  becoming aprt
          of the public domain was the direct result of proven acts or omissions
          of the Consultant or any officer,  director,  employee or agent of the
          Consultant, as the case may be; or

     (c)  any information which is required by a Court of competent jurisdiction
          to be disclosed.

3.6     Injunctive  Relief
        ------------------

     The Consultant acknowledges that irreparable harm may result to the Company
if  the  Consultant breaches its obligations under this Article.  The Consultant
acknowledges  that  such a breach may not properly be compensated by an award of
damages.  Accordingly,  the remedy for any such breach may included, in addition
to  other  available  remedies and damages, injunctive relief or other equitable
relief  enjoining  such  breach  at  the  earliest  possible  date.

                                    ARTICLE 4
                      GENERAL OBLIGATIONS OF THE CONSULTANT

4.1     The  Company's  Ownership  of  Rights
        -------------------------------------

     The  Consultant  acknowledges  and  agrees  as  follows with respect to the
ownership of rights by the Company and the imitation of the Consultants' rights:

     (a)  Nothing   contained  in  this  Agreement  shall  be  construed  as  an
          assignment to the  Consultant  of any right,  title or interest in the
          Confidential  Information.  All right,  title and interest relating to
          the Confidential Information is expressly reserved by the Company.

     (b)  The Consultant acquires no rights in any inventions or developments or
          work products,  including,  but not limited to,  documents,  drawings,
          written materials,  programs,  designs, discs, tapes and other storage
          or retrieval media (the "Work Products")  resulting from, derived from
          or  otherwise  related  to  the  performance  of the  Services  by the
          Consultant  or the  confidential  Information.  All  such  inventions,
          developments  and Work  Products are the property of the Company.  The
          Consultant  will  promptly  and duly execute and deliver and cause its
          officers and employees to promptly and duly execute and deliver to the
          Company such further  documents and  assurances  and take such further
          action as the Company  may from time to time  request in order to more
          effectively  carry out the intent and purpose of this section,  and to
          establish  and  protect  the  rights,  interests  and  remedies of the
          Company.


                                      -5-
<PAGE>
     (c)  The Consultant will not and the consultant will cause its officers and
          employees not to any time apply for any copyright,  trade mark, patent
          or other  intellectual  property  protection  which  would  affect the
          ownership  by the Company of any rights in the  intellectual  property
          associated with the  confidential  Information or the Work Products or
          file any document with any government  authority anywhere in the world
          or take any other  action  which could  affect such  ownership  of any
          intellectual property associated with the Confidential  Information of
          the Work Products or aid or abet anyone else in doing so.

                                    ARTICLE 5
                                 NON-COMPETITION

5.1     Non-Competition  and  Non-Solicitation
        --------------------------------------

     The  Consultant shall not, without the prior written consent of the Company
during  the  term  of  this  Agreement,  within  Canada (the "Prohibited Area"):

     (a)  undertake  to perform on behalf of any other  entity any service  that
          would  materially  and directly  conflict with the  performance of the
          Services under this Agreement;

     (b)  directly or indirectly engage in or become  financially  interested in
          any entity that  carries on a business  the same as, or is similar to,
          the business  carried on by the Company or any of its  subsidiaries as
          such business was during the term of this  Agreement and in respect of
          which  the  Consultant   performed  the  Services   (collectively  the
          "Prohibited   Businesses")  that  will  materially  and  substantially
          interfere or compete with the Prohibited  Businesses of the Company or
          of its subsidiaries, or of their respective successors or assigns;

     (c)  actively divert or attempt to divert any business of, or any customers
          (collectively,   "Customers")   of  the  Company  or  of  any  of  its
          subsidiaries,  to any other  competitive  establishment,  by  material
          direct  or  indirect  inducement,  provided  that  if  such  customers
          voluntarily   solicit  the  Consultant  in  such  respect,   then  the
          Consultant  and such customers will not be prevented by this Agreement
          or otherwise  from entering into  agreements or  arrangements  where y
          such customers engage the Consultant as the  Consultant's  customer or
          of that of another with whom the Consultant  transacts business or has
          contractual relations;

     (d)  actively,  whether directly or indirectly,  impair or seek actively to
          impair the reputation of the Company,  nor any relationships  that the
          Company has with its employees,  customers, suppliers, agents or other
          parties (collective, "Suppliers") with which the Company does business
          or  has  contractual   relations   provided  that  if  such  Suppliers
          voluntarily   solicit  the  Consultant  in  such  respect,   then  the
          Consultant  and such Suppliers will not be prevented by this Agreement
          or otherwise  from entering into  agreements or  arrangements  whereby
          such Suppliers engage the Consultant as the Consultant's  Suppliers or
          of that of another with whom the Consultant  transacts business or has
          contractual relations; or


                                      -6-
<PAGE>
     (e)  directly  or  indirectly,  in any way,  solicit,  hire  away  from the
          Company  the  services of any  current  employee or other  consultant,
          officer,  director,  agent of the Company (each, an "Individual"),  or
          persuade or attempt to persuade any such  Individual  to terminate his
          or her employment with or engagement by the Company,  provided that if
          such Individual voluntarily resigns from or is dismissed from (with or
          without  cause) his  employment  or  engagement  by the  Company,  the
          Company,  Consultant and such Individual will not be prevented by this
          Agreement or otherwise from entering into  agreements or  arrangements
          whereby  such  Individual  is  hired  or  engaged  by the  Company  or
          Consultant as an employee or other sub-consultant,  officer, director,
          agent of the Company or Consultant, respectively.

                                    ARTICLE 6
                                    INDEMNITY

6.1     Indemnity
        ---------

     The  Consultant  will defend,  indemnify and save harmless the Company from
and against all actions,  proceedings,  demands,  claims,  liabilities,  losses,
damages,   judgments,  costs  and  expenses  including,   without  limiting  the
generality  of the  foregoing,  reasonable  legal  fees and  disbursements  on a
solicitor and his own client basis  (together with all  applicable  taxes) which
the Company may be liable to pay or may incur, acting reasonably, by reason of a
breach of the terms of this  Agreement  or any  liability  that the  Company may
incur, acting reasonably,  to any lawful authority for source deductions,  goods
and services tax and any other  remittance  obligations  arising with respect to
payment to the Consultant pursuant to this Agreement.

                                    ARTICLE 7
                                      TERM

7.1     This  Agreement will take effect on the Effective Date and will continue
in  full  force  and effect on a fixed-term and irrevocable basis for an initial
term of 18 consecutive months and thereafter renew and extend automatically on a
successive year-to-year basis, unless the Company serves upon the Consultant 180
days  advance  written  notice  prior to the anniversary date of this Agreement,
that  the  Company  terminate  this  Agreement.

7.2     Notwithstanding  any  other  provision of this Agreement, the Consultant
may,  at  any  time,  give 30 days' advance written notice to the Company of the
Consultant's  intention  to  terminate  this  Agreement,  with  or  without  the
necessity  of  cause  or  reason therefore, and on the expiration of such 30 day
notice period this Agreement shall be terminated.  Such notice may expire on any
day of the month and any Remuneration or other amounts payable to the Consultant
under  this  Agreement  shall  be  proportioned  and  paid  to  the date of such
termination.


                                      -7-
<PAGE>
7.3     The  Company  may  terminate this Agreement without written notice under
Section  7.1  of  this  Agreement  or  otherwise,  only  if:

     (a)  the Consultant has grossly and persistently neglected its duties under
          this Agreement,  having been given not less than 90 days of reasonable
          and specific  written notice thereof and then a successive  reasonable
          opportunity  to cure or  commence  to cure,  acting  reasonably,  such
          neglect, provided no event has occurred or is continuing in the nature
          of force  majeure,  in which event of force majeure the period to cure
          or commence to cure such neglect shall be extended commensurately with
          the continuing event of force majeure; or

     (b)  the Consultant has been convicted of a crime which related directly to
          the performance of this Agreement.

                                    ARTICLE 8
                                     GENERAL

8.1     Arbitration
        -----------

     All  disputes  arising  out  of  or in connection with this contract, or in
respect  of  any  defined  legal  relationship  associated  therewith or derived
therefrom,  shall  be  referred to and finally resolved by arbitration under the
Rules  of the British Columbia International Commercial Arbitration Centre.  The
appointing  authorities  shall  be the British Columbia International Commercial
Arbitration  Centre.  The  case  shall  be  administered  b the British Columbia
International  Commercial  Arbitration Centre in accordance with its "Procedures
for Cases Under the BCICAC Rules".  The place of arbitration shall be Vancouver,
British  Columbia,  Canada.

8.2     Notices
        -------

     Any  notice,  direction,  request  or  other  communication  required  or
contemplated  by  any  provision of this Agreement shall be given in writing and
shall be given by delivering or faxing same to the Company or the Consultant, as
the  case  may  be,  as  follows:

     (a)  To the Consultant at:

          the registered office of the Consultant

          Attention: the President

     (b) To the Company at:

          the  registered office of the Company

          Attention: the President

Any  such  notice,  direction, request or other communication shall be deemed to
have been given or made on the date on which it was delivered or, in the case of
fax,  on  the next business day after receipt of transmission.  Either party may
change  its  fax  number  or  address for service from time to time by notice in
accordance  with  the  foregoing.


                                      -8-
<PAGE>
8.3     Assignment
        ----------

     This  Agreement  is  assignable  and  may be sub-contracted or delegated in
performance either in whole or in part, and from time to time, by the Consultant
on  giving  reasonable  notice  thereof  to and obtaining the consent thereto of
Company,  which  consent  must  not  be  denied  or delayed unreasonably.  It is
acknowledged  that  the  Consultant  or  its affiliates might in future become a
reporting  issuer  or  publicly-traded  entity.  Accordingly,  no  change in the
persons  or  entities who are the owners of the shares of the Consultant nor any
change  in  the persons having effective control, directly or indirectly, of the
Consultant  shall  be  deemed  nor  shall operate in any event as an assignment,
sub-contract  or  delegation requiring the consent of the Company.  However, any
change which might occur without such consent or any assignment, sub-contract or
delegation  occurring by reason of operation of law such as upon a bankruptcy or
amalgamation  shall  be  deemed  an  event  of  default  under  this  Agreement.

8.4     Waiver
        ------

     No  failure  or  delay  on  the part of any party inexercising any power or
right  under this Agreement will operate as a waiver of such power or right, nor
will  any  single  or  partial  exercise of any such right or power preclude any
further  or  other  exercise  of  such right or power under theis Agreement.  NO
modification  or waiver of any provision of this Agreement and no consent to any
departure  by  any  party from any provision of this Agreement will be effective
unless  it  is in writing.  Any such waiver or consent will be effective only in
the  specific  instance and for the specific purpose for which it was given.  No
notice to or demand on any party in any circumstances will entitle such party to
any  other  or  further  notice  or  demand  in  similar or other circumstances.

8.5     Advice
        ------

     Each party confirms and agrees that it has been duly advised (and fully and
fairly  informed  with  respect  to  such  matters)  to obtain all necessary and
independent  legal,  accounting,  taxation,  financial  and  other  applicable
professional  advise  and  counsel  prior to entering to this Assignment and the
transaction  referenced  herein.  Each  such  party has either obtained all such
advice  and counsel or has determined to its own satisfaction, having been fully
and  fairly  informed  therein,  not  to  seek  such  advice  and  counsel.


                                      -9-
<PAGE>
8.6     Counterparts,  General
        ----------------------

     This  Agreement  may  be  executed  by fax or in counterparts and each such
counterpart  or  facsimile  shall  be,  when  taken  together,  considered  one
agreement.  Subject to the restrictions on transfer contained in this Agreement,
this  Agreement  shall enure to the benefit of and be binding on the parties and
their  respective  heirs,  executors,  administrators,  successors  and assigns.

INWITNESS  WHEREOF  the parties have duly executed and delivered this Agreement.


PLANET  EARTH  OPERATING                 THERMO  TECHTM  TECHNOLOGIES
SERVICES INC. by its authorized          INC. by its authorized
signatory:                               signatory:

/S/ Perry Smith                          /S/  Edwin Kroeker
---------------------------------------  ---------------------------------------
Authorized  Signatory                    Authorized  Signatory



                                      -10-
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                                    SERVICES
                                    --------

The  Consultant  covenants  and  agrees  with  the  Company
  as  follows:

1.   The  Consultant  has and shall use its  specific  knowledge  and  expertise
     relating to the supply and provision of staff, labour and related materials
     and services  with respect to the  businesses  of the Company as heretofore
     carried out by the Company directly;

2.   The Consultant will provide, as available and as required by the Company:

     (A)  management  services  to the  Company  with  respect to and the direct
     provision of, the  Consultant  bearing its own overhead  therefore from the
     Remuneration  described  in  Schedule  "B",  business   transportation  and
     logistics,  courier services, banking,  operational administration,  office
     services,  general  accounting,  public  relations,  financial and treasury
     management  services  and  for  such  tasks  will  provide  tot eh  Company
     reasonable and sufficient office premises,  office and computer  equipment,
     business  machines,  telecommunications,  utilities,  insurance and related
     customary overheads at the 20136 Fraser Highway,  Langley, B.C. location of
     the Business or at such  alternative or satellite  location or locations in
     Canada as the Consultant may from time to time  reasonably  determine,  but
     excluding such items as are not in the ordinary course of the Consultant to
     provide  or which  are  outside  the  ordinary  course of  business  of the
     Company, and

     (B)  services  to select  and  manage,  and the  consultant  shall have the
     exclusive  prerogative and opportunity so do to, the third-party  provision
     to the  Company as  principal  or hirer of all  engineering,  research  and
     design services,  legal services,  audit and management information systems
     services  and  all  other  professional  business  or  consulting  services
     required by the Company, the cost of which, for greater certainty, shall be
     borne by the  Company  solely and not by the  Consultant,  as  reimbursable
     Expenses under the Agreement.

     Subject to the  Consultant's  election to reduce the Services as set out in
     paragraph 5 of Schedule "B", all such  Services  described in the preceding
     provisions  of this  paragraph 2 of Schedule  "A" shall be provided to such
     standards of service and  timeliness,  with such  promises,  equipment  and
     levels of staffing and proficiency  and as were  heretofore  carried out or
     self-supplied by the Company directly  immediately  prior to the engagement
     of the Consultant under this Agreement.


                                      -11-
<PAGE>
                                  SCHEDULE "B"
                                  ------------

                                  REMUNERATION
                                  ------------

The  remuneration  (the "Remuneration") of the Consultant shall be determined by
the  Consultant  and be paid to the Consultant by the Company, for each month or
part calendar month (each, a "Month") of the term of this Agreement, by payments
pre-paid, as set out below, or earlier as the Consultant reasonably requires, as
follows:

on  April  1,  2000,  with  respect  to  the  first 9 months of the term of this
Agreement  from  April  1,  2000  to  and  including  December  1,  2000:

1.   CAD $300,000 for each of the first through ninth  Months,  plus  applicable
     GST and any applicable other taxes, for an aggregate of CAD$2,700,000; and

2.   an  advance   against   reimbursable   Expenses  under  this  Agreement  of
     CAD$300,000,

and on October 31, 2000, with respect to the second 9 months of the term of this
Agreement,  from  January  1,  2001  to  September  30,  2001:

3.   CAD$3000,000  for  each  of  the  ninth  through   eighteenth  Months  plus
     applicable  GST  and  any  other  applicable  taxes,  for an  aggregate  of
     CAD$2,700,000;

but  if  the payment in paragraph 3 above is not made to the Consultant when due
on  October 31, 2000, then the Consultant shall be entitled to elect at any time
and  from  time  to  time  during  the  remaining  term  of  the  Agreement:

4.   to terminate the Agreement pursuant to Section 7.2 of the Agreement; or

5.   to reduce  the  level of the  Consultant's  own  Services  provided  to the
     Company  (for  any  part  or all of the  period  from  January  1,  2001 to
     September  30,  2001)  to a  level  of  such  Services  equivalent  to that
     aggregate  level of such  Services  which  would be made  available  to the
     Company  by the  Consultant  on the basis of an  aggregate  payment  to the
     Consultant  per  Month of  CAD$200,000  plus  applicable  GST and all other
     applicable  taxes,  determined by the Consultant on a cost-plus basis, name
     [(115%)  X (the  cost  per  Month  which  is  reasonably  estimated  by the
     Consultant as the  aggregate,  together with all  applicable  overheads and
     taxes,  but  without  duplication,  of all of the  Consultant's  direct and
     indirect  costs,  outlays and  expenses,  allocable  overheads and items of
     amortization and depreciation with respect to the provision of the Services
     by the Consultant for such Month)].

On  entering  into  this  Agreement,  the  Company  shall pay as fully pre-paid,
non-refundable  and deemed earned remuneration, the amount due under paragraph 1
of  this  Schedule  "B"  and,  as  an advance against reimbursable Expenses, the
amount  due  under  paragraph  2  of  this  Schedule  "B".


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