EXHIBIT  4(c).1


                              CONSULTING AGREEMENT
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     THIS AGREEMENT made as of the 1stday of April, 2000 (the "EFFECTIVE DATE").
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B  E  T  W  E  E  N:

                              KAM  SHAH
                              ---------

                              (hereinafter referred to as the "CONSULTANT")

                                                               OF THE FIRST PART

                              -  and  -

                              DEALCHECK.COM INC., a corporation incorporated
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                              under the laws of the province of Ontario,

                              (hereinafter referred to as the "CORPORATION")

                                                              OF THE SECOND PART


          WHEREAS  the Consultant has certain considerable expertise in the area
of  accounting,  treasury  and  statutory  compliances

          AND  WHEREAS  the  Corporation  is engaged as Internet development and
fulfilment  services  company  (the  CORPORATION'S  BUSINESS);

          AND  WHEREAS the Corporation desires to obtain and apply the expertise
of  the  Consultant  to  the  Corporation's  Business:

          THIS AGREEMENT WITNESSES that in consideration of Ten Dollars ($10.00)
paid  by each party to the other, the receipt and sufficiency of which is hereby
acknowledged  by  each,  together  with  the  covenants  and  agreements  herein
contained,  the  parties  hereto  agree  as  follows:

1.     CONSULTING  SERVICES - The Corporation hereby retains the services of the
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Consultant,  on  a  non-exclusive  basis,  and  the  Consultant hereby agrees to
provide  the consulting services to the Corporation described in this Agreement.
2.     SCOPE  OF  SERVICES - The Consultant shall act as CHIEF FINANCIAL OFFICER
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of  the  Corporation  until  the  duration  of this agreement and render all the
services  usually  associated  with  such  title.


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3.     QUALIFICATIONS  - The Consultant represents that he has all the necessary
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knowledge,  experience,  abilities,  qualifications and contracts to effectively
perform  the  Services.  The  Consultant  represents  that  he shall provide the
Services in such manner as to permit the Corporation to have full benefit of the
Consultant's  knowledge,  experience, abilities, qualifications and contacts and
that it shall provide the Services in strict compliance with all applicable laws
and  regulations.

4.     TERM  OF  AGREEMENT  - The provision of services by the Consultant to the
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Corporation hereunder shall commence on the Effective Date and shall, subject to
Section 14 of this Agreement, remain in force until March 31, 2005.  Thereafter,
the  Corporation  may in its sole discretion extend this Agreement for a further
5-year  term,  with  any  additional  extensions  subject  to  Section  14.

5.     COMPENSATION  -  In full consideration of the Consultant's performance of
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the  Services  after the Effective Date the Corporation shall pay the Consultant
the  sum  of  $6,000  per  month  during  the first year of this agreement.  The
consultant's fee for the remaining years of the term shall be mutually agreed at
the  beginning of each of the years. In addition, the Corporation shall grant to
the  Consultant  options  (the CONSULTANT OPTIONS) pursuant to and in accordance
with the option Plan that may be approved by the shareholders from time to time.
The number and price of options will be decided by the Board of directors of the
Corporation.

6.     REIMBURSEMENT  OF  EXPENSES  -  Consultant  shall  be  entitled  to  full
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reimbursement  of expenses incurred by him in connection with the affairs of the
Corporation  including  travel,  entertainment,  parking  and  cellular  phone
expenses.

7.     CONFIDENTIAL  INFORMATION-
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     (1)  As  used  herein  the  words  "CONFIDENTIAL  INFORMATION"  include:

          (1)  such information as a director, officer or senior employee of the
               Corporation  may from time to time designate to the Consultant as
               being  included  in  the  expression  "Confidential Information";

          (2)  any  secret or trade secret or know how of the Corporation or any
               information relating to the Corporation or to any person, firm or
               other  entity  with  which the Corporation does business which is
               not  known  to persons outside the Corporation including, without
               limitation,  the  commission  of  or results from any exploration
               conducted  or  authorized  by  the  Corporation  or its agents in
               connection  with  any  of  the Corporation's mining properties or
               claims;

          (3)  any  information,  process  or  idea  that is not generally known
               outside  of  the  Corporation;


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          (4)  all  proprietary  information  relating  to  the Corporation; and

          (5)  all  investor  information  now  existing  or  currently  under
               development  by  the  Corporation.

          The  Consultant  acknowledges  that  the  foregoing  is intended to be
          illustrative  and  that  other  Confidential information may currently
          exist  or  arise  in  the  future.

     (2)  The  Corporation  and  the  Consultant  acknowledge and agree that the
          relationship  between  them  is  one  of  mutual  trust  and reliance.

     (3)  The  Consultant  acknowledges that he may be exposed from time to time
          to  information  and  knowledge,  including  Confidential Information,
          relating  to  all  aspects  of  the  business  of the Corporation, the
          disclosure  of  any  of  which  to  the  Corporation's  competitors,
          customers, or the general public may be highly detrimental to the best
          interests  of  the  Corporation.

     (4)  The  Consultant  acknowledges  that  the  business  of the Corporation
          cannot  be properly protected from adverse consequences of the actions
          of the Consultant other than by restrictions as hereinafter set forth.

     (5)  The Consultant agrees that he will not disclose at any time during the
          term  of  this Agreement or after termination of this Agreement any of
          the  Confidential  Information  (whether or not conceived, originated,
          discovered  or  developed  in  whole  or in part by the Consultant) it
          being  expressly  acknowledged  and  agreed by the Consultant that the
          Confidential  Information  shall  be kept strictly confidential at all
          times. The Confidential Information shall not include any information,
          which  is  already in the public domain or becomes so through no fault
          of  the  Consultant.

     (6)  In  the  event this Agreement is terminated for any reason whatsoever,
          whether  by  passage  of  time  or  otherwise,  the  Consultant  shall
          forthwith  upon  such  termination  return to the Corporation each and
          every  copy  of  any  Confidential  Information  (including all notes,
          records  and  documents pertaining thereto) in the possession or under
          the  control  of the Consultant at that time, and the Consultant shall
          continue  to  be  subject  to  the  restrictions  of  this  Section  7
          notwithstanding  termination  of  this  Agreement.


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     (7)  The Consultant hereby acknowledges that, as between the Consultant and
          the Corporation, the Corporation is and shall remain the sole owner of
          all  right,  title  and  interest  in  the  Confidential  Information,
          including,  but  not  limited  to  any  and  all rights and copyright,
          patent,  trade  secret  and trade mark. In the event this Agreement is
          terminated  for any reason whatsoever, whether by affluxion of time or
          otherwise, the Consultant shall forthwith upon such termination return
          to the Corporation each and every copy of any Confidential Information
          (including all notes, records and documents pertaining thereto) in the
          possession  or  under  the  control  of  the  Consultant at that time.

8.     NON-COMPETITION  -  The  Consultant  agrees with the Corporation that the
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Consultant  will  not, for the period commencing on the Effective Date and until
six  (6) months following the date of termination of this Agreement, participate
directly  or  indirectly,  in any business which is substantially similar to the
Corporation's  Business  or competitive with the Corporation's Business anywhere
within  Canada  whether:

     (1)  as  a  principal  or  partner;

     (2)  in  conjunction or association with any incorporated or unincorporated
          entity as an officer, director or similar official of any incorporated
          or  unincorporated  entity  (including,  without  restricting  the
          generality  of  the  foregoing  any  corporation,  partnership,  joint
          venture,  association,  syndicate  or  trust)  engaged  in  any of the
          activities  included  as  part  of the Corporation's Business (each of
          which  entities  is  hereinafter  referred  to as the "OTHER ENTITY");

     (3)  as  the  consultant  or  advisor  to  or  agent of any Other Entity be
          engaged  in  any  manner  whatsoever,  directly  or indirectly, in the
          vermiculite  industry;

     (4)  as  a  holder  of  shares  in  any  Other  Entity  engaged  in  a
          vermiculite-related  business  in such number which, together with all
          shares  in  such Other Entity which are subject to an agreement to, or
          which in fact, vote (or otherwise act) in concert with the Consultant,
          exercise  the  effective  control  of  any  such  Other  Entity;

     (5)  by  canvassing  or soliciting on behalf of the Other Entity orders for
          the  Corporation's  Business;  or

     (6)  by providing, directly or indirectly, financial or other assistance to
          a  business  which is substantially similar to or competitive with the
          Corporation's  Business.

9.     CONSULTANT  NOT  AN EMPLOYEE - The parties acknowledge and agree that the
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Consultant  shall  provide  the  Services  to  the Corporation as an independent
contractor  and  not  as  an  employee  of  the  Corporation  and  that  an
employer-employee relationship is not created by this Agreement.  The Consultant
shall  have no power or authority to bind the Corporation or to assume or create


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any  obligation  or  responsibility,  expressed or implied, on the Corporation's
behalf,  or in its name, nor shall it represent to anyone that it has such power
or authority, except as expressly provided in this Agreement.  As the Consultant
is  not an employee of the Corporation, he shall not be entitled to receive from
the  Corporation  any  benefits  whatsoever  and  the  Corporation  shall not be
required  to  make  contributions  for  unemployment  insurance, Canada Pension,
workers'  compensation  and  other  similar  levies  in  respect  of any fee for
services  to  be  paid  to  the  Consultant  pursuant  to  this  Agreement.

10.     NO  DEROGATORY REMARKS - The Consultant agrees with the Corporation that
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from  and  after the Effective Date the Consultant and the Corporation shall not
make  any  derogatory  remarks  regarding  the  Corporation  and the Consultant,
respectively, and that the Consultant will not take any act as a result of which
the relations between the Corporation and its suppliers, customers, employees or
others may be impaired or which act may otherwise be detrimental to the business
of  the  Corporation  as  the  same is now or may hereafter be carried on by the
Corporation.  The  Corporation  shall  be  affixed  with  the same policy as the
Consultant  in  this  regard.

11.     CONSULTANT  SHALL NOT CONTRACT ON BEHALF OF CORPORATION - The Consultant
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shall  not  enter into any contract or commitment in the name of or on behalf of
the  Corporation or bind the Corporation in any respect whatsoever, nor shall he
represent  to  anyone  that he has such power or authority other than the powers
and  authority  vested  in  him  under  the  terms  of  this  agreement.

12.     USE  OF CONSULTANT'S WORK - Notwithstanding any other provisions of this
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Agreement, the Corporation shall not be bound to act on or otherwise utilize the
Consultant's  advice  or materials produced by the Consultant in the performance
of  the  Services.

13.     TERMINATION  -
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     (1)  This  Agreement  shall,  if  not previously terminated as provided for
          herein, automatically be terminated at the close of business March 31,
          2005,  subject to the sole discretion of the Corporation to extend the
          Agreement  for  a further 5-year term. Thereafter, unless either party
          has  given  10  days  prior  written  notice,  the  Agreement  will be
          automatically  extended  for  further  5-year  terms.  Any options not
          exercised  at  the time of notice of termination shall expire fourteen
          (14)  days  after  the  date  of  the  written  notice of termination.

     (2)  This  Agreement may be immediately terminated by mutual consent of the
          parties  at any time during the term of this Agreement, except that if
          the  agreement  is  terminated by the Corporation before the expiry of
          the term without any cause, Consultant shall be entitled to a lump sum
          compensation  of  $250,000.


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     (3)  The  Corporation  or  the  Consultant  may  immediately terminate this
          Agreement in the event that the other party is in breach of any of the
          terms  or  conditions of the Agreement applicable to that other party.

     (4)  This  Agreement  shall  be terminated automatically and with immediate
          effect if at any time either the Corporation or the Consultant becomes
          insolvent  or  voluntarily  or  involuntarily  bankrupt,  or  makes an
          assignment  for  the  benefit  of  either  party's  creditors.

     (5)  notwithstanding  any  other provision hereon, upon termination of this
          Agreement by the Corporation pursuant to subsections 14(a), (c) or (d)
          above,

14.     INDEMNIFICATION  -  The  Corporation  hereby  agrees  to  indemnify  the
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Consultant  and save him harmless from and against any and all losses, expenses,
liabilities,  claims  (including  fines,  penalties and interest thereon), costs
(including legal costs on a solicitor-client basis) and damages for or by reason
of  or  in  any way arising out of the Consultant's compliance with the terms of
this  Agreement.

15.     AMENDMENTS  AND  WAIVERS - No amendment to this Agreement shall be valid
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or  binding unless set forth in writing and duly executed by both of the parties
hereto.  No  waiver  of  any  breach  of any term or provision of this Agreement
shall  be  effective  or  binding unless made in writing and signed by the party
purporting  to  give  the  same  and,  unless  otherwise provided in the written
waiver,  shall  be  limited  to  the  specific  breach  waived.

16.     ASSIGNMENT  - The Consultant shall not assign, transfer, sub-contract or
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pledge this Agreement or any rights or the performance of any obligation arising
under  this  Agreement,  without  the  prior written consent of the Corporation.

17.     SURVIVAL  - Without limitation, the parties acknowledge that Sections 7,
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8  and  14  shall  survive  the  termination  of  this  Agreement.

18.     SEVERABILITY  -  If  any provision of this Agreement is determined to be
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invalid  or  unenforceable  in  whole  or  in  part,  such  invalidity  or
unenforceability  shall  attach  only  to such provision or part thereof and the
remaining  part of such provision and all other provisions hereof shall continue
in  full  force  and  effect.

19.     FURTHER  ASSURANCES  -  Each  party  hereto  agrees  from  time to time,
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subsequent  to  the  date hereof, to execute and deliver or cause to be executed
and  delivered  to  the  other of them such instruments or further assurances as
may,  in  the reasonable opinion of the other of them, be necessary or desirable
to  give  effect  to  the  provisions  of  this  Agreement.


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20.     GOVERNING  LAW  -  This  Agreement  and  the  rights and obligations and
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relations of the parties hereto shall be governed by and construed in accordance
with  the  laws  of  the  Province  of  Ontario  and  the federal laws of Canada
applicable  therein  (but  without giving effect to any conflict of laws rules).
The  parties  hereto agree that the courts of Ontario shall have jurisdiction to
entertain  any action or other legal proceedings based on any provisions of this
Agreement.  Each  party  hereto  does  hereby  attorn to the jurisdiction of the
courts  of  the  Province  of  Ontario.

          IN  WITNESS WHEREOF the parties hereto have executed this Agreement as
of  the  day  and  year  first  above  written.

SIGNED,  SEALED  AND  DELIVERED     )
                                    )
                                    )     by: /s/  Kam  Shah
                                             -------------------
                                    )             KAM  SHAH
                                                  CONSULTANT

                                    )
                                    )     by:/s/  Terence  Robinson
                                    )        ----------------------
                                    )     DEALCHECK.COM  INC.
                                          CORPORATION
                                    )     Per:
                                    )     Name:  Terence  Robinson
                                               -------------------
                                    )     Title: Chairman