Exhibit 10.6

                              CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 1st day of April, 2004.

BETWEEN:

     MIDNET (CANADA) INC, a body incorporated  under the laws of Canada,  having
     its head office at 300-1055 W. Hastings St., Vancouver BC, V6E 2E9

     (hereinafter called the "Company")
                                        OF THE FIRST PART

AND:

     CURTIS STAPLES (DBA - X2Y CONSULTING  SERVICES),  Executive,  of - 315-3495
     Cambie Street Vancouver, BC V5Z 4R3

     (hereinafter called the "Consultant")

                                        OF THE SECOND PART

WHEREAS:

A.   The Consultant is a business executive and strategic planner;

B.   The Company is desirous of retaining  the services of the  Consultant,  and
     the Consultant has agreed to serve the Company as an independent Consultant
     serving as the Company's  Executive VP Business  Development upon the terms
     and conditions hereinafter set forth;

     FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

SECTION 1 - SERVICES

       1.01   Subject  to  sections  2, 3 and 10 hereof and to the  control  and
              direction of the COO of the Company,  the Company  hereby  retains
              the Consultant to provide the overall Sales and Marketing  message
              for  the  Middle  Network  and  Sales  in the  Media  Sector  (the
              "Services")  to the  Company,  and the  Consultant  covenants  and
              agrees to provide the "Services" to the Company.

       1.02   The Consultant  shall use the Consultant's  best efforts,  working
              time,  attention and ability in the  performance  of the Services.
              Furthermore,  the  Consultant  agrees  that he shall  not  provide
              Services to any other  competitive  third party during the term of
              this Agreement.

       1.03   During the Term,  the  Consultant  shall provide the "Services" to
              the Company in a timely manner.

SECTION 2 - TERM OF CONTRACT

       2.01   The term of this  Agreement  (the "Term") shall  commence April 1,
              2004 and will be ongoing  until  severed by mutual  agreement,  or
              terminated as set out in section 5.
<PAGE>
SECTION 3 - COMPENSATION

       3.01   During the term of this  Agreement,  MidNet shall pay, on a timely
              basis, the Consultant a fee (the "Fee") of $7,000.00 CDN per month
              against  invoices  for  services   provided  to  the  Company  and
              performed by the Consultant during the respective  calendar month.
              The Consultant accepts the amount specified as payment in full for
              all  services to be provided by the  Consultant  and  Consultant's
              employees.

       3.02   On behalf of the Consultant and the  Consultant's  employees,  the
              Consultant  hereby  waives  any claim  for  step-up  fees,  bonus,
              benefits [eg. dental, medical, disability, life insurance, company
              pension],   vacation   pay,   holiday  pay  or  other   additional
              remuneration  or  compensation  whatsoever,  except  as  otherwise
              agreed to from time to time.

       3.03   The Consultant  shall invoice MidNet on a monthly basis in advance
              for services rendered.

       3.04   The  Consultant  shall be reimbursed,  on a timely basis,  for all
              out-of-pocket  expenses  actually and properly  incurred by him in
              connection  with his  provision of "Services"  hereunder.  For all
              such  expenses  the  Consultant   shall  furnish  to  the  Company
              statements  and  vouchers as and when  required  and will bill the
              Company at cost at the end of each month.

       3.05   The  Consultant  shall be  responsible  for the payment of his own
              taxes on income and other  remittances as shall be required by any
              governmental entity with respect to the "Fee" and/or expenses paid
              by the Company to or on behalf of the Consultant.

       3.06   The Consultant shall indemnify and hold MidNet Inc.  harmless from
              and  against  any  and all  taxes,  interest,  penalties,  claims,
              liabilities,  damages or expenses  incurred directly or indirectly
              by MidNet Inc.  and arising from or with respect to any failure by
              MidNet Inc. to withhold  income  taxes and / or any other  legally
              required  deductions from any amounts paid to or in respect of the
              Consultant or the Consultant's employees

SECTION 4 - INTELLECTUAL PROPERTY / CONFIDENTIALITY

       4.01   The  Consultant  shall not,  either during the Term or at any time
              reasonable  thereafter,   disclose  the  private  affairs  of  the
              Company,  or any secrets of the  Company to any person  other than
              the Directors of the Company and shall not (either during the Term
              or at any reasonable time thereafter) use for the Consultant's own
              purposes,  or for any purpose other than those of the Company, any
              information the Consultant may acquire in relation to the business
              and affairs of the Company.

       4.02   The Consultant  shall well and faithfully serve the Company during
              the Term  and,  subject  to  section  10.01  hereof,  use his best
              efforts to promote the interests of the Company.

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<PAGE>
SECTION 5 - TERMINATION

       5.01   This  Agreement may be terminated by the Consultant at any time on
              thirty  (30) days'  prior  written  notice  and by the  Company on
              thirty (30) days prior written notice.

       5.02   After notice, the Company at its option, may waive the requirement
              that the  Consultant  continue to provide the Services  during the
              applicable  notice period or the  Consultant,  at his option,  may
              discontinue  providing the Services  during the applicable  notice
              period;  but, in any event,  the Company shall continue to pay the
              Fee during the applicable notice period.  Thereafter,  neither the
              Consultant  nor the  Company  shall have any  further  obligations
              hereunder.

       5.03   In the event this  Agreement is terminated by reason of default on
              the part of the  Consultant,  then at the  request of the Board of
              Directors of the Company,  the Consultant  shall forthwith  resign
              any position or office, which he then holds with the Company.

SECTION 6 - ASSIGNMENT

       6.01   The services to be performed by the Consultant pursuant hereto are
              personal in character,  and except that the Consultant shall be at
              liberty  to  assign  this  Agreement,  with  notice,  to a company
              controlled  by him,  neither  this  Agreement  nor any  rights  or
              benefits  arising  hereunder  are  assignable  by  the  Consultant
              without the previous written consent of the Company.

       6.02   The provisions of this Agreement shall enure to the benefit of and
              be binding upon the Consultant,  the Company and their  respective
              successors and assigns.  For this purpose,  the terms "successors"
              and "assigns"  shall include any person,  firm or  corporation  or
              other entity,  which at any time,  whether by merger,  purchase or
              otherwise, shall acquire all or substantially all of the assets or
              business of the Consultant or the Company, as the case may be.

SECTION 7 - NOTICE

       7.01   Any notice in writing  required  or  permitted  to be given to the
              Consultant  hereunder shall be sufficiently  given if delivered or
              faxed to the  Consultant  or mailed by  registered  mail,  postage
              prepaid,  addressed to the  Consultant  at his address as shown on
              page 1 hereof. Any such notice mailed in Canada as aforesaid shall
              be deemed to have been  received  by the  Consultant  on the third
              business day following the date of mailing.  Any notice in writing
              required or permitted to be given to the Company  hereunder  shall
              be  sufficiently  given if  delivered  or faxed to the  Company or
              mailed by  registered  mail,  postage  prepaid,  addressed  to the
              Company at its address as shown on page 1 hereof.  Any such notice
              mailed  in  Canada  as  aforesaid  shall be  deemed  to have  been
              received by the Company on the third  business day  following  the
              date of  mailing.  Any such  address  for the  giving  of  notices
              hereunder may be changed by notice in writing given hereunder.

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<PAGE>
SECTION 8 - INDEMNIFICATION

       8.01   MidNet shall  indemnify,  defend and hold harmless the  Consultant
              and its  employees  against  any and all claims,  demands,  suits,
              judgments, expenses incurred therein, attorneys' fees, damages and
              obligations  arising out of the  performance of the Consultant and
              its employees under this Agreement.

SECTION 9 - GOVERNING LAW

       9.01   This Agreement shall be construed and enforced in accordance with,
              and the rights of the parties  shall be  governed  by, the laws of
              the State of Nevada and the parties hereby  irrevocably  attorn to
              the jurisdiction of the courts of such State for this purpose.

SECTION 10 - COMPLETE AGREEMENT

       10.01  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  of this  Agreement  which  shall  be  fully
              severable,  and this  Agreement  shall be  construed  and enforced
              without   regard  to  such  illegal,   invalid  or   unenforceable
              provision.  This Agreement constitute the entire agreement between
              the  parties  hereto in respect of the subject  matter  hereof and
              hereby  supersedes  any  other  such  oral or  written  agreements
              between the parties.

       IN WITNESS  WHEREOF this Agreement has been executed as of the day, month
and year first above written.

MIDNET INC.
Per:

/s/ Tilo Kunz
----------------------------
Authorized Signatory

Tilo Kunz, COO
----------------------------
Print Name and Title


X2Y CONSULTING SERVICES,                       WITNESS: /s/ Peter Fentiman
                                                       -------------------------
                                                       Signature
Per:
/s/ Curtis Staples                             Print Name: Peter Fentiman
----------------------------                              ----------------------
Authorized Signature
                                               Address: 306-3680 Banff CRT
                                                       -------------------------
Curtis Staples - Principal
----------------------------                   Businessman
Print Name and Title                           ---------------------------------
                                               Occupation

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