This AMENDED AND RESTATED CONSULTING  AGREEMENT dated effective the 1st day
          ------------------------------------------
of May,  2002, is between,  MICRON  ENVIRO  SYSTEMS INC. of Suite 990, 1500 West
                            ----------------------------
Georgia Street Vancouver,  B.C., (the "Company"),  and Jason Gigliotti, of Suite
                                                       ---------------
980, 1500 West Georgia Street, Vancouver, B.C. V6C 2T7 (the "Consultant").

     In  consideration  of the premises and the mutual  covenants and agreements
hereinafter set forth, IT IS AGREED as follows:

1.   The  Consultant  has  represented to the Company that it has the technical,
business or management  expertise to provide certain technical,  business and/or
management  services  to the  Company,  other than  services  of a  promotional,
investor relations or fiscal agency nature (the "Services").

2.   The Company  hereby  retains the  Consultant to provide the Services to the
Company  for a term of twenty  four (24) months  unless  extended or  terminated
earlier as hereinafter  provided (the "Term"). If it is reasonably necessary for
the  Consultant to have the aid of assistants or the services of other  persons,
companies  or firms in order to perform  properly  the  duties  and  obligations
required of the Consultant pursuant to this agreement,  the Consultant may, from
time to time,  utilize  the  services  of those  assistants.  Any  direction  or
consultation  given or  service  performed  by the  Consultant  pursuant  to the
provisions of this Agreement  shall  constitute the direction or consultation of
the performance of service by the Consultant.

3.   During the Term, the Consultant shall diligently and faithfully  devote the
time,  effort and ability to the  Company's  affairs and  business  necessary to
perform the Services.

4.   In consideration  for the provision of the Services,  the Company shall pay
the Consultant a fee in the amount of 250,000 shares of the Company's  $.001 par
value common stock for Services actually rendered.

5.   Notwithstanding  the fact that the Company  shall (i)  subdivide its issued
and outstanding  shares of common stock, (ii) combine its issued and outstanding
shares of common  stock  into a smaller  number of shares of any class of common
stock, or (iii) issue any shares of its capital stock in a  reclassification  of
its common stock  (including  any such  reclassification  in  connection  with a
merger,  consolidation or other business combination in which the Company is the
continuing  corporation),  the number of shares of the  Company's  common  stock
payable to the  Consultant  each month during the Term shall  continue to be and
hereby is 250,000.

6.   The Company is aware that the  Consultant  also provides  services to other
companies and that these other  companies will require a certain  portion of the
Consultant's time.
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7.   This agreement may be terminated at any time by either party on ninety (90)
days' prior written notice to the other party.

8.   The  Consultant  shall  not,  either  prior  to,  during or after the Term,
disclose to any person, nor make use of, any information  whatsoever relating to
the Company, its business,  policies,  methods or information which he/she shall
have acquired in any manner.

9.   The Services are personal in character,  and neither this Agreement nor any
rights or benefits arising  thereunder are assignable by the Consultant  without
the prior written consent of the Company.

10.  If any  provision,  word or  clause of this  Agreement  shall be held to be
illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability  shall not affect the remaining provisions which shall be fully
severable,  and this agreement shall be construed and enforced without regard to
such illegal, invalid or unenforceable provision.

11.  This Agreement  shall be governed by and interpreted in accordance with the
laws  of the  Province  of  British  Columbia  and  the  parties  hereto  hereby
irrevocably attorn to the exclusive jurisdiction of the Courts of such Province.

12.  The Company and the Consultant each represent and warrant to the other that
they have read this  agreement,  that they have sought and obtained  independent
legal advice with respect to the contents hereof and that they fully  understand
the terms and legal effect of this agreement.


MICRON ENVIRO SYSTEMS INC.,                              CONSULTANT
a Nevada corporation

Per:                                         Per:
       ------------------------------               ---------------------------
       Authorized Signatory                         Jason Gigliotti