EX-10.3

Consulting Agreement

Recitals

CONSULTING AGREEMENT entered into this 15th day of January 2004 by and between
Golden Spirit Minerals Ltd., a Delaware Corporation (the "Company"), and Eugene
Larabie, P. Eng. ("Consultant").

WHEREAS, the Company desires to continue the consulting services of Consultant
in the areas of Corporate Business Development and Strategy for the Company (the
"Services") in connection the Company's business, namely, mineral exploration
and development (the "Business");

WHEREAS, in consideration for the Services, the Company shall issue its common
stock that shall be restricted stock upon the terms and conditions hereinafter
set forth.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1.    Provision of Services

Duties of Consultant, The Consultant will provide such services and advice to
the Company so as to advise the Company in business development, business
strategy and corporate image.  Without limiting the generality of the foregoing,
Consultant will also assist the Company in developing, studying and evaluating
acquisition proposals, prepare reports and studies thereon when advisable, and
assist in matters of executive compensation and discussions pertaining thereof.
Nothing contained herein constitutes a commitment on the part of the Consultant
to find an acquisition target for the Company or, if such target is found, that
any transaction will be completed.  This Agreement is not a contract for listing
services, and nothing in this Agreement will require the Consultant to negotiate
on behalf of the Company with corporations that are involved with listings or
making a market in corporate securities in the OTC markets.  Consultant would
undertake such services under the direction of an individual to be appointed by
the Company's Board of Directors.

1.1  Duties Expressly Excluded. This Agreement expressly excludes the Consultant
from providing any and all capital formation and/or public relation services to
the Company inclusive of but not limited to (i) direct or indirect promotion of
the Company's securities; (ii) assistance in making of a market in the Company's
securities; and (iii) assistance in obtaining debt and /or equity financing.
The Consultant shall not have the power of authority to bind the Company to any
transaction without the Company's prior written consent.

2.    Term of Agreement

The term of this agreement shall be one year from the date set forth above,
unless terminated earlier.

3.    Issuance of Stock

In consideration of Services rendered to date and to be rendered during the
Term, the Company hereby issues to Consultant the Company's stock, in the manner
and for the price stated below, 100,000 shares of the Company's common
restricted stock, such number of shares representing 0.17 % of the Company's
issued and outstanding capital stock on the date hereof. The shares will be
issued to the Consultant within 5 days of this agreement.

Consultant acknowledges that this issuance constitutes taxable compensation and
that any tax liability related thereto shall be the responsibility of
Consultant. In these regards, the Company will advise Consultant with the value
of the shares being determined based upon the closing price of the Company's
stock on the date of issuance.

4.    Property

All work performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed works-made-
for-hire under United States copyright law and shall be the property of the
Company. Consultant further agrees to and does hereby assign, transfer, and
convey to the Company all of Consultant's right, title and interest in and to
the Products, and in connection therewith, to execute and deliver such documents
and take other steps, in order to enable the Company, in its sole discretion, to
obtain grants of patent and registration of copyright and trademark, both
domestic and foreign, in connection with the Products.

5.    Confidential Information

The Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the  "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and/or Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its
disclosure to Consultant;  (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant; (3)
was already in Consultant's possession at the time of disclosure to Consultant
(whether such time of  disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5)  was lawfully
received by Consultant from a third party without restrictions on disclosure or
use. Using no less effort than the Consultant would use to maintain the
confidentiality of his own confidential and proprietary information, the
Consultant shall maintain in strict confidence and shall not disclose at any
time, without the prior written consent of the Company, any of the Confidential
Information to any other person or entity, unless such information has entered
the public domain through lawful means, without violation of this Agreement, or
pursuant to requirements of law or court order.

6.    Severability

In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.

7.    Independent Contractor

Consultant acknowledges and agrees that he is rendering the Services as an
independent contractor and not an employee of the Company and, accordingly, the
Company shall have no obligations to Consultant in connection with payroll
taxes, employee benefits etc.

8.    No Assignment

Consultant's obligations hereto with respect to provision of Services shall not
be assignable to any other person without the express written consent of the
Company.

9.     Miscellaneous

This Agreement (I) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) may be amended or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives, successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of Delaware.

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

CONSULTANT:
/s/: E. Larabie
___________________________
Eugene Larabie, P. Eng.

COMPANY:
/s/: R. Klein
__________________________
Robert Klein, President