Filed by Automated Filing Services Inc. (604) 609-0244 - Exhibit 10-12






Consulting Agreement

This Agreement for Consulting Services (the “Agreement”) made
as of December 10, 2004.

BETWEEN:

BEDDIS INTERNATONAL LTD., a
corporation incorporated under the laws of Delaware and having an office at c/o
Suite 1525 - 625 Howe Street, Vancouver, BC V6C 2T6

(the “Company”)

AND:

MAXXCAPP CORPORATION, a
corporation incorporated under the laws of British Columbia and having an office
at, Suite 302, 2031 McCallum Road, Abbotsford, BC V5J 1E8

(the “Consultant”)

          WHEREAS,
the Company finds that the Consultant is willing to perform certain work
hereinafter described in accordance with the provisions of this Agreement;
and,

          WHEREAS,
the Company finds that the Consultant is qualified to perform the work, all
relevant factors considered, and that such performance will be in furtherance of
the Company’s business.

          NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as follows:

	1. 	
      SERVICES 

	 	
       
	
       
	
       

		
      1.1 
	
      Services to the Company. The Consultant shall
      provide the following (“Services”) to the Company: 

	 	
       
	
       
	
       

			
      (a) 
	
      sourcing acquisition target(s); 

			
      (b) 
	
      analysis of strategic fit and transaction potential;
    

			
      (c) 
	
      formulation of detailed acquisition strategy; 

			
      (d) 
	
      identify management skills; 

			
      (e) 
	
      formulation of a detailed acquisition strategy together
      with management and shareholders; 

			
      (f) 
	
      conducting due diligence together with legal counsel and
      advisors; 

			
      (g) 
	
      transaction and contract negotiations with selling
      shareholders; 



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	 	 	(h) 	 advising of financing process; and 

	 	 	(i) 	 other duties as delegated by the Board of Directors.
      





	1.2 	
      Changes. The Company may, with approval of the
      Consultant, issue written directions within the general scope of any
      Services to be ordered. Such changes (the “Change Order”) may be for
      additional work or the Consultant may be directed to change the direction
      of the work covered by the Task Order, but no change will be allowed
      unless agreed to by the Consultant in writing. 

	 	
       

	1.3 	
      Commitment. The Consultant shall use its
      reasonable commercial efforts to perform the Services and act on a basis
      that is fair and reasonable and exercise its powers and discharge its
      duties under this agreement honestly, in good faith and in what it appears
      to be the Consultant to be in the best interests of the Company and, in
      connection therewith, shall exercise the degree of care, diligence and
      skill that a reasonably prudent person would exercise in comparable
      circumstances but the Company acknowledges and agrees that the Consultant
      provide advisory services to other businesses and that the service shall
      be performed on a non exclusive basis. 

	 	
       

	1.4 	
      Conflicts of Interest. The Company acknowledges
      that Consultant and its shareholders, affiliates, directors and/or senior
      officers have, or will have, interests and dealings in other companies,
      joint ventures and/or business ventures which are presently or may in the
      future be actively engaged in like or similar business as the Company and
      the Company agrees that neither Consultant nor its shareholders,
      affiliates, directors and senior officers shall be liable to the Company
      for any breach of fiduciary duty or conflict of interest as a result of
      such other interests or dealings provided that Consultant is required to
      exercise its powers and discharge its duties stated herein honestly, in
      good faith and in what is reasonably believes to be in the best interest
      of the Company. The Company further acknowledges and agrees that neither
      Consultant nor its shareholders, directors and senior officers will be
      required to offer or make available to the Company any property or other
      business opportunity which Consultant nor or its shareholders, directors
      and senior officers may acquire or engage in for its/their own account or
      for others and neither the acquisition nor the pursuit of any such other
      property, business, venture, investment or activity will be wrongful, even
      if competitive with the business of the Company.





	2. 	
      TERM 

	 	
       
	
       
	
       

		
      2.1 
	
      Term. The Consultant shall provide the Services
      for the lesser of : 

	 	
       
	
       
	
       

			
      (a) 
	
      services for the time that the Company completes the
      acquisition of a asset and its financing; and 

			
      (b) 
	
      six months. 



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	3. 	
      PAYMENT AND INVOICING TERMS 

	 	
       
	
       
	
       
	
       

		
      3.1 
	
      Payment for Services. The Consultant will be paid
      as follows: 

	 	
       
	
       
	
       
	
       

			
      USD$120,000; such cash payment to be made upon receipt of
      an invoice from the Consultant. 

	 	
       
	
       
	
       
	
       

		
      3.2 
	
      Reimbursable Costs. The Company shall reimburse
      the Consultant all costs incurred in connection with the Services
      rendered. Reimbursable costs include, but are not limited to, travel
      costs, subcontractors, materials, computer costs, telephone, copies,
      delivery, etc. that are attributable to a project or Service (the
      “Reimbursable Costs”). Travel costs are defined as air travel, lodging,
      meals and incidentals, ground transportation, tools, and all costs
      associated with travel. All extraordinary travel expenses must receive the
      Company’s approval. The Consultant shall provide to the Company
      substantiation of Reimbursable Costs incurred. 

	 	
       
	
       
	
       
	
       

	4. 	
      CONFIDENTIALITY 

	 	
       
	
       
	
       
	
       

		
      4.1 
	
      Confidentiality. The Consultant acknowledges that
      the business carried on by the Company is an extremely competitive
      business and that disclosure of any confidential information about the
      business or financial affairs of the Company would place them at a
      competitive disadvantage. The Consultant shall use its reasonable
      commercial efforts to preserve and protect the confidential nature of any
      information concerning the business or financial affairs of the Company or
      any of its dealings, transactions or affairs which may be disclosed to the
      Consultant by employees, officers, officers or agents of the Company
      during the duration of this agreement. Without restricting the generality
      of the foregoing, the Consultant shall not: 

	 	
       
	
       
	
       
	
       

			
      (i) 
	
      Disclose any of the aforesaid information to third
      parties without the prior written consent of the Company, provided that
      such consent shall not be required where the information is disclosed:
    

	 	
       
	
       
	
       
	
       

				
      (a) 
	
      to employees, officers, representative, agents or
      professional advisors of the Consultant to enable such persons to assist
      the Consultant in providing consulting services to the Company hereunder;
      

	 	
       
	
       
	
       
	
       

				
      (b) 
	
      to employees, officers, agents, or professional advisors
      of the Company or such other persons as the Company management may
      designate; 

	 	
       
	
       
	
       
	
       

				
      (c) 
	
      pursuant to any law, statute or regulation, ordinance or
      administrative, regulatory or judicial order; or 



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	 	 	(ii) 	
      Use any of the aforesaid information for its own purpose
      or benefit or to the detriment or intended probable detriment of the
      Company. 



The foregoing covenants of the
Consultant shall not apply to information which:

	 	 	(i) 	
      through no act or omission of the Consultant is or
      becomes generally known or part of the public domain; 

	 	 	 	
       

	 	 	(ii) 	
      is furnished to others by the Company without restriction
      on disclosure; or 

	 	 	 	
       

	 	 	(iii) 	
      is lawfully furnished to the Consultant by a third party
      without the Consultants knowledge of a breach of any restriction on
      disclosure owned to the Company. 




	5. 	LIABILITY 
	 	  
	  
	  

		 5.1 
	 Limitation. The Consultant’s liability,
        including but not limited to the Company’s claims of contributions
        and indemnification related to third party claims arising out of services
        rendered by the Consultant, and for any losses, injury or damages to persons
        or properties or work performed arising out of or in connection with this
        Agreement and for any other claim, shall be limited to the lesser of (i)
        $2,000 or (ii) payment received by the Consultant from the Company for
        the particular service provided giving rise to the claim. Notwithstanding
        anything to the contrary in this Agreement, the Consultant shall not be
        liable for any special, indirect, consequential, lost profits, or punitive
        damages. The Company agrees to limit the Consultant’s liability to
        the Company and any other third party for any damage on account of any
        error, omission or negligence to a sum not to exceed the lesser of (i)
        $2,000 or (ii) the payment received by the Consultant for the particular
        service provided giving rise to the claim. The limitation of liability
        set forth herein is for any and all matters for which the Consultant may
        otherwise have liability arising out of or in connection with this Agreement,
        whether the claim arises in contract, tort, statute, or otherwise. 

	 	  
	  
	  

		 5.2 
	 Remedy. The Company’s exclusive
        remedy for any claim arising out of or relating to this Agreement will
        be for the Consultant, upon receipt of written notice, either (i) to use
        commercially reasonable efforts to cure, at its expense, the matter that
        gave rise to the claim for which the Consultant is at fault, or (ii) return
        to the Company the fees paid by the Company to the Consultant for the
        particular service provided that gives rise to the claim, subject to the
        limitation contained in Section 5.1. the Company agrees that it will not
        allege that this remedy fails its essential purpose. 



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      5.3 
	
      Survival. Articles 2, 4, 5, and 6 survive the
      expiration or termination of this Agreement for any reason. 

	 	
       
	
       
	
       

	6. 	
      INDEMNITIES 

	 	
       
	
       
	
       

		
      6.1 
	
      See Appendix A attached hereto. 

	 	
       
	
       
	
       

	7. 	
      TERMINATION 

	 	
       
	
       
	
       

		
      7.1 
	
      If accepted, this agreement between Consultant and
      “Company” will be in effect for a minimum period of six (6) months, and
      shall continue in force on a month-to-month basis, subject to termination
      by either party on thirty (30) days written notice. However, “Company” may
      terminate this agreement without prior notice for just cause, which shall
      include: 

	 	
       
	
       
	
       

			
      (i) 
	
      Endeavor committing an act of bankruptcy or becoming
      involved in any fraud or dishonest or serious misconduct in circumstances
      that would, in the reasonable opinion of “Company”, make Consultant
      suitable to act on behalf of “Company”; and 

	 	
       
	
       
	
       

			
      (ii)
	
      Consultant failing to comply with any terms of this
      agreement with such failure not being rectified within fifteen (15) days
      of receipt of notice thereof from “Company”. 



Consultant may terminate this agreement
without prior notice for just cause, which shall include: 

	 	 	(i) 	
      “Company” committing an act of bankruptcy or becoming
      involved in any fraud or dishonest or serious misconduct in circumstances
      that would, in the opinion of Endeavor, make representation of “Company”
      by Consultant unsuitable; and 

	 	 	 	
       

	 	 	(ii) 	
      “Company” failing to comply with the terms of this
      agreement with such failure not being rectified within fifteen (15) days
      of receipt of notice from Endeavor. 



If this agreement is terminated for
any reason, Consultant’s fees and reimbursable expenses to the date of
termination. 

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	8. 	TRANSACTIONS AFTER TERMINATION. 
	 	 	 	 
		8.2 	Transactions after termination. In the event that,
      within twelve (12) months of termination, a Transaction is concluded with:
    
	 	 	 	 
			1. 	a party introduced by Consultant to “Company”, or one who has
      contacted Consultant and Endeavour introduced that party to “Company”
      during the term of this Agreement; or 
	 	 	 	 
			2. 	Any party who is an affiliate of the foregoing; then



Endeavour will be entitled to the
Success Fee as though no such termination had occurred.

	9. 	
      MISCELLANEOUS 

	 	
       
	
       

		
      9.1 
	
      Insecurity and Adequate Assurances. If reasonable
      grounds for insecurity arise with respect to the Company’s ability to pay
      for the Services in a timely fashion, the Consultant may demand in writing
      adequate assurances of the Company’s ability to meet its payment
      obligations under this Agreement. Unless the Company provides the
      assurances in a reasonable time and manner acceptable to the Consultant,
      in addition to any other rights and remedies available, the Company may
      partially or totally suspend its performance while awaiting assurances,
      without liability to the Company. 

	 	
       
	
       

		
      9.2 
	
      Severability. Should any part of this Agreement
      for any reason be declared invalid, such decision shall not affect the
      validity of any remaining provisions, which remaining provisions shall
      remain in full force and effect as if this Agreement had been executed
      with the invalid portion thereof eliminated, and it is hereby declared the
      intention of the parties that they would have executed the remaining
      portion of this Agreement without including any such part, parts, or
      portions which may, for any reason, be hereafter declared invalid. Any
      provision shall nevertheless remain in full force and effect in all other
      circumstances. 

	 	
       
	
       

		
      9.3 
	
      Modification and Waiver. Waiver of breach of this
      Agreement by either part shall not be considered a waiver of any other
      subsequent breach. 

	 	
       
	
       

		
      9.4 
	
      Independent Contractor. The Consultant is an
      independent contractor of the Company. 

	 	
       
	
       

		
      9.5 
	
      Notices. The Company shall give the Consultant
      written notice within one hundred eighty (180) days of obtaining knowledge
      of the occurrence of any claim or cause of action which the Company
      believes that it has, or may seek to assert or allege, against the
      Consultant, whether such claim is based in law or equity, arising under
      



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or related to this Agreement or to the
transactions contemplated hereby, or any act or omission to act by the
Consultant with respect hereto. If the Company fails to give such notice to the
Consultant with regard to any such claim or cause of action and shall not have
brought legal action for such claim or cause of action within said time period,
the Company shall be deemed to have waived, and shall be forever barred from
bringing or asserting such claim or cause of action in any suit, action or
proceeding in any court or before any governmental agency or authority or any
arbitrator. All notices or other communications hereunder shall be in writing,
sent by courier or the fastest possible means, provided that recipient receives
a manually signed copy and the transmission method is scheduled to deliver
within 48 hours, and shall be deemed given when delivered to the address
specified below or such other address as may be specified in a written notice in
accordance with this Section.

If to the Consultant:

Name:               
Jonathon
Dugdale
Address:          
Suite 302, 2031 McCallum Road, Abbotsford, BC, V5J 1E8

Tel:                   
604-556-7400

Fax:                    604-556-7410

If to the Company:

Name:                 Matt
Reams
Address:           
C/O 1525 – 625 Howe Street, Vancouver, BC V6C 2T6

Tel:                    
604-688-6775

Fax:                    
604-688-6995

Any party may, by notice given in
accordance with this Section to the other parties, designate another address or
person or entity for receipt of notices hereunder.

	 	9.6 	 Assignment. The Agreement is not assignable or
        transferable by the Company. This Agreement is not assignable or transferable
        by the Consultant without the written consent of the Company, which consent
        shall not be unreasonably withheld or delayed. 

	 	 	  

	 	9.7 	 Disputes The Consultant and the Company recognize
        that disputes arising under this Agreement are best resolved at the working
        level by the parties directly involved. Both parties are encouraged to
        be imaginative in designing mechanism and procedures to resolve disputes
        at this level. Such efforts shall include the referral of any remaining
        issues in dispute to higher authority within each participating party’s
        organization for resolution. Failing resolution of conflicts at the organizational
        level, the Consultant and the Company agree that any remaining conflicts
        arising out of or relating to this Contract shall be submitted to non-binding
        mediation unless the Consultant and the Company mutually agree otherwise.
        If the 



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			dispute is not resolved through non-binding mediation, then the parties
      may take other appropriate action subject to the other terms of this Agreement.
    
	 	 	  

	 	9.8 	 Section Headings. Title and headings of sections
        of this Agreement are for convenience of reference only and shall not
        affect the construction of any provision of this Agreement. 

	 	 	  

	 	9.9 	 Representations; Counterparts. Each person executing
        this Agreement on behalf of a party hereto represents and warrants that
        such person is duly and validly authorized to do so on behalf of such
        party, with full right and authority to execute this Agreement and to
        bind such party with respect to all of its obligations hereunder. This
        Agreement may be executed (by original or telecopied signature) in counterparts,
        each of which shall be deemed an original, but all of which taken together
        shall constitute but one and the same instrument. 

	 	 	  

	 	9.10 	 Residuals. Nothing in this Agreement or elsewhere
        will prohibit or limit the Consultant’s ownership and use of ideas,
        concepts, know-how, methods, models, data, techniques, skill knowledge
        and experience that were used, developed or gained in connection with
        this Agreement. The Consultant and the Company shall each have the right
        to use all data collected or generated under this Agreement. 

	 	 	  

	 	9.11 	 Cooperation. The Company will cooperate with
        the Consultant in taking actions and executing documents, as appropriate,
        to achieve the objectives of this Agreement. the Company agrees that the
        Consultant’s performance is dependent on the Company’s timely
        and effective cooperation with the Consultant. Accordingly, the Company
        acknowledges that any delay by the Company may result in the Consultant
        being released from an obligation or scheduled deadline or in the Company
        having to pay extra fees for the Consultant’s agreement to meet a
        specific obligation or deadline despite the delay. 

	 	 	  

	 	9.12 	 Governing Law and Construction. This Agreement
        will be governed by and construed in accordance with the laws of the province
        of British Columbia, Canada, without regard to the principles of conflicts
        of law. The language of this Agreement shall be deemed to be the result
        of negotiation among the parties and their respective counsel and shall
        not be construed strictly for or against any party. Each party (i) agrees
        that any action arising out of or in connection with this Agreement shall
        be brought solely in courts of the province of British Columbia, Canada,
        (ii) hereby consents to the jurisdiction of the courts of the province
        of British Columbia, Canada, and (iii) agrees that, whenever a party is
        requested to execute one or more documents evidencing such consent, it
        shall do so immediately. 

	 	 	  

	 	9.13 	 Entire Agreement; Survival. This Agreement, including
        any Exhibits, states the entire Agreement between the parties and supersedes
        all previous contracts, proposals, oral or written, and all other communications
        between the parties 



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			 respecting the subject matter hereof, and supersedes
        any and all prior understandings, representations, warranties, agreements
        or contracts (whether oral or written) between the Company and the Consultant
        respecting the subject matter hereof. This Agreement may only be amended
        by an agreement in writing executed by the parties hereto. 

	 	 	  

	 	9.14 	 Use By Third Parties. Work performed by the Consultant
        pursuant to this Agreement are only for the purpose intended and may be
        misleading if used in another context. The Company agrees not to use any
        documents produced under this Agreement for anything other than the intended
        purpose without the Consultant’s written permission. This Agreement
        shall, therefore, not create any rights or benefits to parties other than
        to the Company and the Consultant. 



IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

Date:  Dec 10, 2004                                       

Beddis International Ltd.

Signature: /s/ Matt Reams                            

Name: Matt Reams                                         

Title: ___________________________

Maxxcapp Corporation

Signature: /s/ Jonathon Dugdale                     

Name: Jonathon Dugdale                                  

Title: President                                                    

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