Filed by Automated Filing Services Inc. (604) 609-0244 - Golden Century Technologies Corporation - Exhibit 10.2





Exhibit 10.2 - Consulting Agreement dated August 1, 2005
  between Golden Century Technologies 

                           Corporation
  and Ms. Li Yang

CONSULTING AGREEMENT

               THIS
  CONSULTING AGREEMENT (the “Agreement”) is made effective as of the
  1st day of August, 2005, by and between Li Yang of Suite 502, No.
  18 Building, No. 98 Dong Chuan Road, Guangzhou, GuangDong 510000 (“Consultant”)
  and Golden Century Technologies Corporation, a Delaware corporation with its
  offices located in 1027 Pandora Avenue, Victoria, B.C. V8V 3P6 (the “Company”).

               WHEREAS,
  the Consultant is an individual with experience in general management services;
  and

               WHEREAS,
  the Company desires to retain Consultant to advise and assist the Company in
  its development on the terms and conditions set forth below.

               NOW,
  THEREFORE, in consideration of the mutual promises, covenants and agreements
  contained herein, and for other good and valuable consideration, the receipt
  and sufficiency of which is hereby acknowledged, the Company and Consultant
  agree as follows:

	1. 	 Engagement

	 	 	 
		 The Company hereby retains Consultant, effective
        as of the date hereof (the “Effective Date”) and continuing
        until termination, as provided herein, to provide the Company with such
        regular and customary managerial and marketing advisory services as are
        reasonably requested by the Company, provided that Consultant shall not
        be required to undertake duties not reasonably within the scope of the
        financial advisory services in which it is generally engaged. In performance
        of its duties, Consultant shall provide the Company with the benefits
        of its best judgment and efforts. It is understood and acknowledged by
        the parties that the value of Consultant’s advice is not measurable
        in a quantitative manner and Consultant shall be obligated to render advice,
        upon the request of the Company, in good faith, as shall be determined
        by Consultant. Consultant’s duties may include, but will not necessarily
        be limited to (collectively the “Services”):

	 	 	 
		(vi) 	 advice regarding the formation of marketing network
        and their implementation;

		(vii) 	 advice regarding the importing & exporting of any
        programs and projects undertaken by any of the foregoing; and

		(viii) 	 advice regarding government policy of medical products.

	 	 	 
		 The Services shall expressly exclude any tax,
        legal, regulatory, actuarial, accounting, or other specialist advice which
        require licenses or certification which Consultant may not have.

	 	 	 
	2. 	 Term

	 	 	 
		 This Agreement shall have a term of twelve
        (12) months (the "Primary Term"), commencing with the Effective Date.
        At the conclusion of the Primary Term this Agreement may be extended for
        the same term (the “Extension Period”) if the parties agree
        in writing to do so.

	 	 	 
	3. 	 Time and Effort of Consultant









		 Consultant shall allocate time and Consultant’s
        Personnel as it deems necessary to provide the Services. The particular
        amount of time may vary from day to day or week to week. Except as otherwise
        agreed, Consultant’s monthly statement identifying, in general, tasks
        performed for the Company shall be conclusive evidence that the Services
        have been performed. Additionally, in the absence of willful misfeasance,
        bad faith, negligence or reckless disregard for the obligations or duties
        hereunder by Consultant, neither Consultant nor Consultant’s Personnel
        shall be liable to the Company or any of its shareholders for any act
        or omission in the course of or connected with rendering the Services,
        including but not limited to losses that may be sustained in any corporate
        act in any subsequent Business Opportunity (as defined herein) undertaken
        by the Company as a result of advice provided by Consultant or Consultant’s
        Personnel.

	 	 
	4. 	 Compensation

	 	 
		 The Company agrees to pay Consultant a fee for the Services
        (“Consulting Fee”) in the amount of CAD$30,000 for the Primary
        Term and CAD$30,000 for the Extension Period should this Agreement be
        automatically extended

	 	 
		 The Company agrees to pay Consultant a fee for the Services
        (“Consulting Fee”) in cash for the Primary Term and for the
        Extension Period the Company agrees to pay Consultant a fee for the Services
        by way of the delivery by the company of Six Hundred Thousand (600,000)
        shares of the Company’s common stock with a deemed value of $0.05
        per share as a fee. The shares will be unregistered and will bear a restrictive
        Rule 144 legend. All shares transferred are considered fully earned and
        non-assessable as of the date hereof.

	 	 
	5. 	 Registration of Shares

	 	 
		 Company agrees that any shares issued to satisfy a Transaction
        Fee may be registered by the Company with the Securities and Exchange
        Commission under any subsequent applicable registration statement filed
        by the Company at the Company’s discretion. Such issuance or reservation
        of shares shall be in reliance on representations and warranties of Consultant
        set forth herein.

	 	 
	6. 	 Costs and Expenses

	 	 
		 All third party and out-of-pocket expenses incurred
        by Consultant in the performance of the Services or for the settlement
        of debts shall be paid by the Company, or Consultant shall be reimbursed
        if paid by Consultant on behalf of the Company, within ten (10) days of
        receipt of written notice by Consultant, provided that the Company must
        approve in advance all such expenses in excess of $500 per month.

	 	 
	7. 	 Place of Services

	 	 
		 The Services provided by Consultant or Consultant’s
        Personnel hereunder will be performed at Consultant's offices except as
        otherwise mutually agreed by Consultant and the Company.

	 	 
	8. 	 Independent Contractor

	 	 
		 Consultant and Consultant's Personnel will act as an
        independent contractor in the performance of its duties under this Agreement.
        Accordingly, Consultant will be responsible for payment of all federal,
        state, and local taxes, if any, on compensation paid under this Agreement,
        including income and social security taxes, unemployment insurance, and
        any other taxes due relative to Consultant's Personnel, and any and all
        business license fees as may be required. This Agreement neither expressly
        nor impliedly creates a relationship of principal and agent, or
        employee and employer, between Consultant’s Personnel and the Company.
        Neither Consultant nor Consultant’s Personnel are authorized to enter
        into any agreements on









		 behalf of the Company. The Company expressly
        retains the right to approve, in its sole discretion, each Asset Opportunity
        or Business Opportunity introduced by Consultant, and to make all final
        decisions with respect to effecting a transaction on any Business Opportunity.

	 	 	 	 
	9. 	 No Agency Express or Implied

	 	 	 	 
		 This Agreement neither expressly nor impliedly
        creates a relationship of principal and agent between the Company and
        Consultant, or employee and employer as between Consultant's Personnel
        and the Company.

	 	 	 	 
	10. 	 Termination

	 	 	 	 
		 The Company and Consultant may terminate this
        Agreement prior to the expiration of the Term upon thirty (30) days written
        notice with mutual written consent. Failing to have mutual consent, without
        prejudice to any other remedy to which the terminating party may be entitled,
        if any, either party may terminate this Agreement with thirty (30) days
        written notice under the following conditions:

	 	 	 	 
		(A) 	 By the Company.

	 	 	 	 
			(i) 	 If during the Primary Term of this Agreement or any
        Extension Period, Consultant is unable to provide the Services as set
        forth herein for thirty (30) consecutive business days because of illness,
        accident, or other incapacity of Consultant’s Personnel; or,

	 	 	 	 
			(ii) 	 If Consultant willfully breaches or neglects the duties
        required to be performed hereunder; or,

	 	 	 	 
			(iii) 	 At Company’s option without cause upon 30 days
        written notice to Consultant; or

	 	 	 	 
		(B) 	 By Consultant.

	 	 	 	 
			(i) 	 If the Company breaches this Agreement or fails to make
        any payments or provide information required hereunder; or,

	 	 	 	 
			(ii) 	 If the Company ceases business or, sells a controlling
        interest to a third party, or agrees to a consolidation or merger of itself
        with or into another corporation, or enters into such a transaction outside
        of the scope of this Agreement, or sells substantially all of its assets
        to another corporation, entity or individual outside of the scope of this
        Agreement; or,

	 	 	 	 
			(iii) 	 If the Company subsequent to the execution hereof has
        a receiver appointed for its business or assets, or otherwise becomes
        insolvent or unable to timely satisfy its obligations in the ordinary
        course of, including but not limited to the obligation to pay the Initial
        Fee, the Transaction fee, or the Consulting Fee; or,

	 	 	 	 
			(iv) 	 If the Company subsequent to the execution hereof institutes,
        makes a general assignment for the benefit of creditors, has instituted
        against it any bankruptcy proceeding for reorganization for rearrangement
        of its financial affairs, files a petition in a court of bankruptcy, or
        is adjudicated a bankrupt; or,

	 	 	 	 
			(v) 	 If any of the disclosures made herein or subsequent
        hereto by the Company to Consultant are determined to be materially false
        or misleading.



In the event Consultant elects to terminate
  without cause or this Agreement is terminated prior to the expiration of the
  Primary Term or any Extension Period by mutual written agreement, or by the
  Company 



 

		 for the reasons set forth in A(i) and (ii)
        above, the Company shall only be responsible to pay Consultant for unreimbursed
        expenses, Consulting Fee and Transaction Fee accrued up to and including
        the effective date of termination. If this Agreement is terminated by
        the Company for any other reason, or by Consultant for reasons set forth
        in B(i) through (v) above, Consultant shall be entitled to any outstanding
        unpaid portion of reimbursable expenses, Transaction Fee, if any, and
        for the remainder of the unexpired portion of the applicable term of the
        Agreement.

	 	 	 
	 11. 	 Indemnification

	 	 	 
		 Subject to the provisions herein, the Company
        and Consultant agree to indemnify, defend and hold each other harmless
        from and against all demands, claims, actions, losses, damages, liabilities,
        costs and expenses, including without limitation, interest, penalties
        and attorneys' fees and expenses asserted against or imposed or incurred
        by either party by reason of or resulting from any action or a breach
        of any representation, warranty, covenant, condition, or agreement of
        the other party to this Agreement.

	 	 	 
	 12. 	 Remedies

	 	 	 
		 Consultant and the Company acknowledge that
        in the event of a breach of this Agreement by either party, money damages
        would be inadequate and the non-breaching party would have no adequate
        remedy at law. Accordingly, in the event of any controversy concerning
        the rights or obligations under this Agreement, such rights or obligations
        shall be enforceable in a court of equity by a decree of specific performance.
        Such remedy, however, shall be cumulative and nonexclusive and shall be
        in addition to any other remedy to which the parties may be entitled.

	 	 	 
	 13. 	 Miscellaneous

	 	 	 
		 (A) 	 Subsequent Events. Consultant and the Company
        each agree to notify the other party if, subsequent to the date of this
        Agreement, either party incurs obligations which could compromise its
        efforts and obligations under this Agreement.

	 	 	 
		 (B) 	 Amendment. This Agreement may be amended or
        modified at any time and in any manner only by an instrument in writing
        executed by the parties hereto.

	 	 	 
		 (C) 	 Further Actions and Assurances. At any time
        and from time to time, each party agrees, at its or their expense, to
        take actions and to execute and deliver documents as may be reasonably
        necessary to effectuate the purposes of this Agreement.

	 	 	 
		 (D) 	 Waiver. Any failure of any party to this Agreement
        to comply with any of its obligations, agreements, or conditions hereunder
        may be waived in writing by the party to whom such compliance is owed.
        The failure of any party to this Agreement to enforce at any time any
        of the provisions of this Agreement shall in no way be construed to be
        a waiver of any such provision or a waiver of the right of such party
        thereafter to enforce each and every such provision. No waiver of any
        breach of or noncompliance with this Agreement shall be held to be a waiver
        of any other or subsequent breach or noncompliance.

	 	 	 
		 (E) 	 Assignment. Neither this Agreement nor any
        right created by it shall be assignable by either party without the prior
        written consent of the other.

	 	 	 
		 (F) 	 Notices. Any notice or other communication
        required or permitted by this Agreement must be in writing and shall be
        deemed to be properly given when delivered in person to an officer of
        the other party, when deposited in the United States or Canada mails for
        transmittal by certified or registered mail, postage prepaid, or when
        deposited with a public telegraph company for transmittal, or when sent
        by facsimile transmission charges prepared, provided that the








communication is addressed:

	 	(i) 	In the case of the Company: 	Golden Century Technologies Corporation 
	 	  	  	1027 Pandora Avenue 
	 	  	  	Victoria, BC V8V 3P6 
	 	  	  	Telephone: (250) 413-3268 
	 	  	  	  
	 	(ii) 	In the case of Consultant: 	Li Yang 
	 	  	  	Suite 502, No. 18 Building 
	 	  	  	No. 92 Dong Chuan Road 
	 	  	  	Guangzhou, Guang Dong 510000 
	 	  	  	Telephone: 




	 		 or to such other person or address designated in writing
        by the Company or Consultant to receive notice.

	 	 	 
	 	(G) 	 Headings. The section and subsection headings
        in this Agreement are inserted for convenience only and shall not affect
        in any way the meaning or interpretation of this Agreement.

	 	 	 
	 	(H) 	 Governing Law. This Agreement was negotiated
        and is being contracted for in British Columbia, and shall be governed
        by the laws of the Province of British Columbia, and Canada, notwith-
        standing any conflict-of-law provision to the contrary.







 

	 	(I) 	 Binding Effect. This Agreement shall be binding
        upon the parties hereto and inure to the benefit of the parties, their
        respective heirs, administrators, executors, successors, and assigns.

	 	 	  

	 	(J) 	 Entire Agreement. This Agreement contains the
        entire agreement between the parties hereto and supersedes any and all
        prior agreements, arrangements, or understandings between the parties
        relating to the subject matter of this Agreement. No oral understandings,
        statements, promises, or inducements contrary to the terms of this Agreement
        exist. No representations, warranties, cove- nants, or conditions, express
        or implied, other than as set forth herein, have been made by any party.

	 	 	 
	 	(K) 	 Severability. If any part of this Agreement is
        deemed to be unenforceable the balance of the Agreement shall remain in
        full force and effect.

	 	 	 
	 	(L) 	 Counterparts. A facsimile, telecopy, or other
        reproduction of this Agreement may be executed simultaneously in two or
        more counterparts, each of which shall be deemed an original, but all
        of which together shall constitute one and the same instrument, by one
        or more parties hereto and such executed copy may be delivered by facsimile
        or similar instantaneous electronic transmission device pursuant to which
        the signature of or on behalf of such party can be seen. In this event,
        such execution and delivery shall be considered valid, binding and effective
        for all purposes. At the request of any party hereto, all parties agree
        to execute an original of this Agreement as well as any facsimile, telecopy
        or other reproduction hereof.

	 	 	 
	 	(M) 	 Time is of the Essence. Time is of the essence
        of this Agreement and of each and every provision hereof.



IN WITNESS WHEREOF, the parties have executed this Agreement
  as of the above date.

	The “Company” 	The “Consultant” 
	Golden Century Technologies Corporation 	  
	A Delaware Corporation 	  
	  	  
	  	  
	/s/ Hong Yang 	/s/ Li Yang 
	Hong Yang, President 	Li Yang