EXHIBIT  10.1

     STOCK  TRANSFER  AGENT  AND  REGISTRAR  AGREEMENT

     THIS  AGREEMENT  is  made  and  entered  into  on  July  15,  2004

BETWEEN:

     EMPIRE  STOCK  TRANSFER  INC., a body corporate duly incorporated under the
     laws of the State of Nevada and having an office situated at 7251 West Lake
     Mead  Boulevard,  Suite  300,  Las  Vegas,  NV 89128 (the "Transfer Agent")

AND:
     HENLEY  VENTURES INC., a body corporate duly incorporated under the laws of
     the  State  of  Nevada and having an office situated at 3rd Floor, 830 West
     Pender Street, Vancouver, British Columbia, Canada, V6C 1J3 (the "Company")

In  consideration  of  the  mutual  premises, covenants and agreements contained
herein,  the  parties  agree  as  follows:

1.   The  Company  hereby appoints Transfer Agent as the sole Transfer Agent and
     Registrar  for  the  Company's  capital  stock.

2.   The  Company warrants and represents to the Transfer Agent that the Company
     has  full power and absolute capacity to enter into this Agreement and that
     the terms of this Agreement have been authorized by all necessary corporate
     acts  and  deeds in order to give effect to the terms hereof, including the
     execution  of  this  Agreement by the authorized signatory indicated below.

3.   The  Company  agrees to provide the Transfer Agent with a current, accurate
     and  complete  shareholder list, inclusive of shareholder names, addresses,
     applicable  social  security  numbers, number of shares, dates of issue and
     the  certificate numbers by which these shares are represented. The Company
     also  covenants  to  notify  the  Transfer Agent of material changes in its
     affairs  that  may  affect  the  Transfer  Agent's  provision  of  services
     hereunder  including,  without limitation, a change in directors, officers,
     management  and/or  affiliates  of the Company; alteration of the Company's
     capitalization  by way of split or reverse split; a change of Company name;
     or  a  change  of Company address. The Company agrees to indemnify and hold
     harmless the Transfer Agent for any errors or omissions made on the part of
     the  Company  or  its  previous  transfer agent with respect to information
     provided,  or  a  failure  to  provide  information, to the Transfer Agent.

4.   The  Transfer Agent agrees to maintain the Company's shareholder records in
     accordance  with  accepted standards and agrees to process and register the
     Company's  transfers.  The  Transfer  Agent  agrees to make available these
     records  in  the  form  of  a  shareholder  list upon written request by an
     authorized  officer  or  agent  of  the  Company.

5.   The Company agrees to pay the transfer agent a fee of $500 to cover initial
     costs.  Other  fees may include, without limitation, transfers borne by the
     Company,  shareholder  lists,  mailing  labels,  distributions  and  proxy
     tabulation. In addition, the Company agrees to pay all expenses incurred by
     the result of a lawsuit or government investigation including all legal and
     professional  fees,  travel  expenses, copying of documents, and postage or
     courier  fees.

6.   The Transfer Agent shall not be under any obligation to prosecute or defend
     any  action  or suit in respect of the Company unless the Company shall, so
     often  as  required, furnish the Transfer Agent with satisfactory indemnity
     and  funding  against  such  expense  or  liability.

7.   This agreement may be terminated upon the delivery of written notice by one
     party to the other at least thirty (30) days prior to the effective date of
     termination.  Upon  termination,  the Company agrees to pay all outstanding
     fees  owed  to  the  Transfer  Agent.  The  Transfer  Agent  shall have the
     authority  to  hold  the  books  and  records  of  the Company until it has
     received  such  payment.

IN  WITNESS  WHEREOF  the  parties hereto have hereunto affixed their respective
hands  and  seals or corporate seals, as the case may be, both as of the day and
year  first  above  written.


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<S>                                       <C>
HENLEY VENTURES INC. . . . . . . . . . .  EMPIRE STOCK TRANSFER INC.


__/s/__"Sam_Hirji"______________________  __/s/__"Leah_Finke"___________________________
----------------------------------------  ----------------------------------------------
Sam Hirji. . . . . . . . . . . . . . . .  Signature

Chief Executive Officer, President and
Director . . . . . . . . . . . . . . . .  President
Title. . . . . . . . . . . . . . . . . .  Title
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