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                                                                     EXHIBIT 4.6

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                                    CONTRACT

THIS AGREEMENT, made in duplicate this 15th day of March, 2001. BETWEEN:

                  Equilar Capital Corporation, a corporation incorporated under
                  the laws of Canada,

                                       hereinafter called the "Contractor"

                                                 OF THE FIRST PART,

                                                       - and -

                  Stephane Solis, of the Town of Mont-St-Hilaire, in the
                  Province of Quebec,

                                        Hereinafter called the "Contractee"

                                                 OF THE SECOND PART,

         In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant as follows:

         1.       The Contractee covenants and agrees that he will faithfully,
                  honestly, and diligently serve the Contractor as Chief
                  Financial Officer in the Contractor's business and that the
                  Contractee will devote a substantial amount of his time and
                  attention during working hours to the Contractor's affairs.

         TERM

         2.       The Contractee will commence on the 28th day of February 2001.
                  Such service shall continue for a period of 12 months or until
                  the following occurs;

                  (a)      The Contractor raises $5,000,0000 in financings;

                  (b)      The Contractee provides the Contractor with one (1)
                           months written notice of his intention to terminate
                           the contract;

                  (c)      The Contractee dies;

                  (d)      The Contractee conducts himself in such manner so as
                           to substantially breach the underlying nature of the
                           contract including, but not limited to, serious
                           dereliction of duties,

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                           dishonesty, or any serious breach of this agreement
                           or for solute other action which the Contractor
                           believes was or is likely to be substantially
                           detrimental to the Contractor's business, in which
                           case the Contractor need give no notice or pay in
                           lieu thereof.

         PAYMENT TERMS

         3.       During the term of this Contract, the Contractee covenants and
                  agrees to invoice the Contractor for services rendered in
                  Canadian dollars in addition to the appropriate GST and PST
                  amounts, upon the following events:

                  (a)      Upon the closing of any Financings (including the
                           exercise of warrants), the Contractee will be
                           entitled to receive from the Contractor a
                           bonification in cash equivalent to 3% of the sums
                           raised by the Contractor;

                  (b)      Upon the closing of any Financings by the Contractor
                           (including the exercise of warrants), the Contractee
                           will be entitled to received from the Contractor
                           compensation options entitling the Contractee to
                           purchase 3% of the number of Common Shares sold
                           pursuant to the Financing(s), at their issue price,
                           exercisable for a period 24 months. Subject to
                           regulatory approval, the Compensation Options and the
                           exercise thereof, or such portion thereof as is
                           permitted under applicable securities laws, will be
                           qualified by the Contractor for distribution;

                  (c)      Upon the execution of this Agreement, the Contractee
                           will be entitled to receive 50,000 options enabling
                           the purchase of Common Shares of the Contractee at a
                           maximum price of $2.00 per common share. The
                           Contractor will take the necessary steps to ensure
                           that all shares underlying the Options shall become
                           freely tradable at the earliest time possible, while
                           complying with relevant securities legislation.

         DISCLOSURE OF CONFLICT OF INTERESTS

         4.       The Contractee affirms that to the best of his knowledge and
                  belief, he is not involved in any activity and has no outside
                  interests that conflict or suggests a potential conflict with
                  the best interests of the Contractor. The Contractor
                  acknowledges that the Contractee continues to operate a
                  financial consulting practice.

                  Further, the Contractee agrees to disclose any outside
                  activities or interests, including inventions made prior to
                  employments, that conflict

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                  or suggest a potential conflict with the best interests of the
                  Contractor or Client of the Contractor.

         NON-DISCLOSURE

         5.       The Contractee shall not while under contract with the
                  Contractor or at any time after the termination of the said
                  contract, directly or indirectly:

                  (a)      divulge to any person, corporation, association, or
                           other organization any name, address, or requirement
                           of any client of the Contractor or any person,
                           corporation, association, or other organization
                           likely to become a client of the Contractor;

                  (b)      divulge to any person, corporation, association, or
                           other organization, either directly or indirectly,
                           any confidential information of the Contractor with
                           respect to any

                           a.     planning,
                           b.     engineering,
                           c.     operating procedures of the Contractor,
                           d.     internal affairs of the Contractor,
                           e.     internal affairs of any of the clients of the
                                  Contractor,
                           f.     the names of the previous, present, or future
                                  clients of the Contractor,
                           g.     any negotiations made on behalf of the
                                  Contractor,
                           h.     any plans, methods, inventions, or devices
                                  used or developed by the Contractor,
                           i.     names of suppliers of the Contractor,
                           j.     names of products used or produced by the
                                  Contractor, and
                           k.     trade secrets of the Contractor,

                  (c)      divulge to any person, corporation, association, or
                           other organization, any of the financial affairs of
                           the Contractor.

         The Contractee acknowledges that the aforementioned information is by
         the Contractee in trust for the benefit, and only for the benefit of
         the Contractor.

         SURRENDER OF PROPERTY

         6.       The Contractee agrees that upon the termination of this
                  contract, irrespective of time, manner or cause of said
                  termination, the Contractee will surrender to the Contractor
                  all notes, data, models, lists, hooks, records, or any other
                  documents that the Contractee came into possession of through
                  this contractor belonging to the Contractor.

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         APPLICATION OF LAW

         7.       This Agreement shall be deemed to have been made in the
                  Province of Quebec and the construction, validity, and
                  performance of this Agreement, shall be governed in all
                  respects by the laws of the Province of Quebec.

         CONTRACT BINDING

         8.       This Agreement binds the parties hereto and the successors and
                  assigns of the Contractor, and the Contractor and/or the
                  Contractee be entitled to assign their interest in this
                  Agreement to any other person, corporation, association, or
                  other organization and in the event of such an assignment, the
                  Contractee and/or the Contractor undertakes to execute a new
                  contract with the assignee to carry out more effectively the
                  terms of this Agreement.

         AMENDMENT

         9.       No amendment or waiver of any part of this Contract shall be
                  effective unless the same is in writing, attached to or
                  endorsed on the said Contract, and signed by both parties.

         APPROPRIATE CHANGES FOR GENDER AND NUMBER

         10.      Wherever the context requires or permits, the singular number
                  shall be read as if the plural were expressed and the
                  masculine gender as if the feminine or neuter, as the case may
                  be, were expressed, and the provisions herein shall be read
                  with all the gramatical changes necessary; and wherever used
                  herein the word "organization" includes company, body
                  corporate, partnership, sole proprietorship, or firm.

         HEADINGS FOR REFERENCE PURPOSES

         11.      The headings in this Agreement are for convenience only and
                  do not form part of the Agreement.

         LANGUAGE

         12.      Les parties ont mutuellement convenu de rediger la presente
                  entente en langue anglaise.

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IN WITNESS WHEREOF the party of the FIRST PART has hereto affixed its corporate
seal attested to by the hand of its duly authorized officer this      th day of
April, 2001


                  Equilar Capital Corporation



                  _______________________
                  Robert Simoneau, President


IN WITNESS WHEREOF the party of the SECOND PART has hereto set his hand and seal
this       th day of April, 2001






                  __________________________
                  Stephane Solis