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                                                                    Exhibit 4.2

                                  FEE AGREEMENT

This FEE AGREEMENT (the "Agreement") is between AuGRID Corporation (herein after
the  "Client"  or  the  "Company"),  and  Farhad Walji ("Walji or Consultant") .

Walji  has  provided  and  has  agreed  to  continue  to  provide  necessary,
non-promotional,  services  to  Client  with respect to certain operation of the
Company.

To  protect  both of the parties and to comply with professional obligations, we
have  already  discussed with each other and resolved any potential conflicts of
interest with present or former clients. The services, which Walji provides, are
in  accordance  with  the  following  terms  and  conditions:

1.     Services  to  be  Rendered

Client  has  retained  Walji  for  the  purpose  of assisting the Company in the
conducting  of certain business functions.  It is contemplated that the services
to  be  rendered  by  Walji  may  include,  but  not  necessarily be limited to:

    *      Review  of  Accounts  Receivable
    *      Review  of  Accounts  Payable
    *      Interfacing  with  Company  Accountants
    *      Interfacing  with  Company  Lawyers
    *      Interfacing  with  Company  directors  and  officers





2.     Fees

Fees  charged  herein are based upon the reasonable value of Walji's services as
heretofore  agreed  to  by  the  parties.  Fees  are based on the rates normally
charged  by  Walji.

Walji's  normal  fee  is  Ten  Thousand  Dollars  ($10,000)  per  month.  It  is
anticipated  that  Client and Walji may agree on fixed fees for special projects
from  time to time.  The fee arrangements for special projects will be agreed to
in  writing from time to time. The duration of this contract shall be for twelve
months and the company has the right to cancel the contract at any time but must
pay  the  consultant  for  services  for  the first 6 months in advanced with no
ability to rescind the contract for that six-month time frame once this contract
has  started. After the first six months has ending the Consultant shall be on a
month-to-month  payment schedule. The consultant understands that if the Company
is  not  happy  with  the  services  for any reason the Company has the right to
cancel  this  agreement  any  time  previous  to  the  start  of  a new month of
employment.  The  dollar amount of this contract shall be a total of ONE HUNDRED
TWENTY  THOUSAND  ($120,000).  After  the  first  six  months  employment  the
Consultants  compensation  shall  be  based  on  the current market price of the
Company's  stock  on  the  day  of  issuance.

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Client  and  Walji  have  agreed that upon signing of this contract that a SIXTY
THOUSAND  DOLLARS  payment shall be rendered to the Consultant for the first six
months  of  services.  The fee for the first six months will be paid to Walji in
the  form  of  Three  Million  (2,500,000) shares of the $0.001 par value common
stock  of  the  Company.  The  Company  shall  at its discretion after the first
payment  and  service  cycle  has been complete have the right to either pay the
Consultant  in  cash  or  stock  for  services.

Client  understands  Walji's  services  as  set  forth  herein and that any work
requested  by  the  Company  on  other  projects,  which may be performed in the
future,  will be separately billed at Walji's normal billing rate, including the
billing for services performed by Walji's assistants. Client further understands
that  during  the course of Walji's engagement, it may be necessary or advisable
for  Walji  to  delegate  various  portions  of this matter to others and Client
agrees  to  such  delegation  of  tasks, and the payment of the cost thereof, as
Walji  may  believe  is  advisable  or  necessary.

Services performed subsequent to the signing of this agreement will be billed at
normal  billing  rates  as  set  forth  herein.

Walji  has not been engaged in this contract to perform, nor will Walji agree to
perform  any  Investor Relations , Promotional and or Capital Raises services in
connection  with  the  services  to  be  provided  to  the  Company.

3.     Costs  and  Expenses

Client  understands  that in the course of any subsequent representation, it may
be necessary for Walji to incur certain costs or expenses. Client will reimburse
Walji  for  certain costs or expenses actually incurred and reasonably necessary
for  completing  the  assigned  matter,  as  long  as  the charges for costs and
expenses  are  competitive  with other sources of the same products or services.
More  particularly, Client will reimburse Walji in accordance with the following
guidelines:

               A.  Computer  Related  Expenses.  Client will reimburse Walji for
               computerized research and research services. However, any charges
               over  $500  will  require  prior approval. Client also encourages
               Walji  to  utilize  computer services, which will enable Walji to
               more  efficiently  manage  the  project.

               B. Travel. Client will reimburse Walji for expenses in connection
               with  out of town travel. However, Client will only reimburse for
               economy  class  travel  and,  where necessary, for the reasonable
               cost  of a rental car. All related travel expenses, i.e., lodging
               and  meals,  must  be  reasonable  under  the  circumstances.

               C.  Filing  Fees  &  Court Costs. Client will reimburse Walji for
               expenses incurred in connection with filing fees and court costs,


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               if  any,  but  will not be responsible for sanctions or penalties
               imposed  due  to  the  conduct  of  Walji.

4.     Billing

Client  agrees  to satisfy Walji's fees by way of the issuance to the Consultant
of  Two Million Five Hundred Thosand shares(2,500,000) shares of Client's common
stock  (the  "Fee Shares"), which Fee Shares shall be issued in Walji's name, or
as  designated  by  him, and delivered to Walji within five (5) business days of
the  signing of this Agreement.  Subsequent billings shall be paid within twenty
days  of  the  billing  date.  Client shall have the option of paying subsequent
billing  by issuing sufficient free trading shares to Walji which when sold will
satisfy  the amount owed.  Walji has not been engaged to perform, nor will Walji
agree  to perform any services in connection with a capital raising transaction.

Registration  of  Client  Shares

No  later  than ten (10) days following the date hereof as to the Fee Shares and
the  Option,  Client will cause such shares to be registered with the Securities
and  Exchange  Commission  under  a  Form  S-8  or other applicable registration
statement, and it shall cause such registration statement to remain effective at
all  time while Walji holds such shares. At Walji's election, such shares may be
issued  prior  to  registration  in  reliance  on  exemptions  from registration
provided  by  Section  4(2)  of  the  Securities  Act  of  1933  (the "33 Act"),
Regulation  D  of  the  '33  Act,  and  applicable  state  securities  laws.

5.     Involvement  of  Client

Client expects to be kept closely involved with the progress of Walji's services
in  this matter. Walji will keep Client informed of all material developments in
this  matter,  and, in the case of litigation or administrative proceedings will
provide  sufficient  notice  to  enable  a  representative  to  attend meetings,
conferences, hearings and other proceedings. A copy of all correspondence in the
course  of  Walji's  services  will  be  forwarded  to  Client.

There  may  be times when Walji will need to obtain information from Client. All
requests  for  access  to  documents,  employees,  or other information shall be
granted  without  unreasonable  delay.  At  the  conclusion  of this matter, all
documents  obtained  shall  be  returned  upon  request.

6.     Waiver  of  Certain  Conflicts.

Because  Walji's  representation  is  limited  in scope, Client has agreed that,
subject  to  conditions  described  below,  Walji  may represent, now and in the
future, other persons and entities.  In particular, Client has agreed that while
Walji  is  representing Client in active pending matters, he may represent other
clients  in any matter adverse to Client (or Client's affiliates), provided that
the matters (a) are not substantially related to active matters Walji is working
on  for  Client,  (b)  do  not  involve  situations  where  Walji  has  obtained
confidential  information from Client that is material to the new matter(s), and
(c)  do  not  involve  litigation  against  Client.  In  addition,  if  Walji's
representation  of Client is terminated, he may thereafter represent others with
interests  adverse to Client's interests (even in litigation), provided that the


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representation does not involve confidential information Walji has obtained from
Client that is material to those matters.  By executing this Agreement Client is
confirming  the above and agreeing to waive any conflict of interest that arises
in  such  situations.

7.     Termination

Client shall have the right to terminate Walji's engagement by written notice at
any  time.  Walji has the same right to terminate this engagement, subject to an
obligation  to  give Client reasonable notice to permit it to obtain alternative
representation  or  services and subject to applicable ethical provisions. Walji
will  be  expected  to  provide reasonable assistance in effecting a transfer of
responsibilities  to  the new firm. Terms of the termination have been set forth
in  section  2  above.

8.     Records  and  Files  Retention.

All  records  and  files  will  be  retained  and disposed of in compliance with
Walji's  policy  in  effect from time-to-time.  Subject to future changes, it is
Walji's  current policy not to retain records relating to a matter for more than
three  (3)  years  from  the  date the matter is opened. Upon your prior written
request,  I  will  return  records to you prior to their destruction.  It is not
administratively  feasible  to  advise  you  of  the  closing of a matter or the
disposal  of  records.  It is recommended, therefore, that you maintain your own
files for reference at the conclusion of this matter.  If you have any questions
concerning  records  retention  policies,  please  contact  Walji.

9.     No  Guarantee  of  Success.

It  is  impossible  to  provide  any  promise  or guarantee about the outcome of
Client's  matter.  Nothing  in  this Agreement or any statements by Walji or his
assistants  in  dealing  with  the  Client's  matters  constitute  a  promise or
guarantee.  Any  comments  about  the  outcome  of  the  Client's  matters  are
expressions  of  opinion  only.

10.     Walji's  Fees.

This  Agreement  is  governed by the laws of British Columbia and sets forth the
entire  agreement  between  the parties for rendering of the services, including
professional  services, which may occur pursuant to the terms of this agreement.
All  prior  agreements or understandings of the parties have been and are merged
herein.  This  agreement can be amended or modified only in writing.  Each party
signing  below  is  jointly and severally responsible for all obligations due to
Walji  and  represents that each has full authority to execute this Agreement so
that  it  is  binding.  This Agreement may be signed in one or more counterparts
and binds each party signing it whether or not any other proposed signatory ever
executes  it.  If  any provision of this Agreement or the application thereof is
held  invalid  or  unenforceable,  the  invalidity or unenforceability shall not
affect  other provisions or applications, and to this end the provisions of this
Agreement  are  declared  to  be  severable.

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"Client"
AuGRID  Corporation

Dated:  February  27,  2003


By:  _________________________
MJ  Shaheed  CEO  President


Consultant
Farhad  Walji

Dated:  February  27,  2003

By:  __________________________
Farhad  Walji


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                               AUGRID CORPORATION

 CERTIFICATE RE: ISSUANCE OF SHARES PURSUANT TO FORM S-8 REGISTRATION STATEMENT

     The undersigned has recently entered into an agreement (the "Agreement")
with AuGRID Corporation, a Nevada corporation, (the "Company"), which agreement
is included as an exhibit to a Registration Statement on Form S-8 to be filed
with the U.S. Securities and Exchange Commission on or about March 5, 2003.

     The undersigned certifies to the Company that the services provided, or to
be provided, to the Company pursuant to the Agreement are bona fide services to
the Company and such services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or indirectly
promote or maintain a market for the Company's securities.

     The undersigned hereby expressly acknowledges that any information
provided, or to be provided, to the undersigned, or any employee or affiliate of
the undersigned, in connection with the services performed or to be performed
under the Agreement, is likely to include material nonpublic information
pursuant to the securities laws of the United States. Being advised that the
Company is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD in
providing such information to the undersigned, or an employee or affiliate of
the undersigned, under such Agreement or otherwise, the undersigned expressly
agrees that the undersigned, on behalf of itself and its employees and
affiliates, will not use such information in violation of United States
securities laws, and specifically agrees to keep such information in confidence
until such time as the Company makes public such material nonpublic information
in accordance with the United States securities laws.



By:  ____________________________
     Farhad  Walji


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                               AUGRID CORPORATION
                            Confidentiality Agreement

     The undersigned has recently entered into a consulting agreement (the
"Agreement") with AuGRID Corporation, a Nevada corporation, (the "Company").

     During the period of the undersigned's services under the Agreement, and
all time thereafter, the undersigned agrees that, because of the valuable nature
of the Confidential Information, he shall use his best efforts to maintain and
protect the secrecy of the Confidential Information. Without in any manner
limiting the generality of the foregoing obligation, the undersigned agrees that
he shall not, directly or in-directly, without the prior written consent of the
Company, disclose any Confidential Information to any other person or entity or
use any Confidential Information for his own purposes.

     As used in this Agreement, the term "Confidential Information" means any
knowledge, information or property relating to, or used or possessed by, the
Company and its subsidiaries, and includes, without limitation, the following:
trade secrets; patents, copyrights, software (including all programs,
specifications, applications, routines, subroutines, techniques and idea for
formulae); concepts, data, drawings, designs and documents; names of clients,
customers, employees, agents, contractors, and suppliers; marketing information;
financial information and other business records; and all copies of any of the
foregoing.



By:  ____________________________
     Farhad  Walji


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