BUSINESS CONSULTING AGREEMENT

      AGREEMENT, made this 3rd day of October, 2001 by and between ThermoElastic
Technologies, Inc., whose principle place of business is at 5466 Canvasback
Road, Blaine, WA 98230 (the "Company") and Wall Street Watch, Inc., a private
corporate having offices at1800 S. Ocean Blvd., Suite 207, Pompano Beach,
Florida 33062 (the "Consultant").

      WHEREAS, the Company desires to obtain Consultant's services in connection
with the Company's business affairs and Consultant is willing to undertake to
provide such services as hereinafter fully set forth;

      AND WHEREAS, The Consultant has substantial experience in the areas of
financial consulting, the identification and negotiation of mergers and
acquisitions and public relations;

                                   WITNESSETH

NOW, THEREFORE, the parties agree as follows:

1.    TERM: The term of this Consulting Agreement shall be for a twelve (12)
      month period commencing upon the execution hereof by all parties.

2.    NATURE OF SERVICES: During the term of this Agreement Consultant shall
      provide, inter alia, the following services in a timely manner:

      (a)   Attend meetings of the Company's Board of directors or Executive
            Committee(s) when so requested by the Company;
      (b)   Attend meetings for and at the request of the Company review,
            analyze and report on proposed business opportunities;
      (c)   Consult with the Company concerning strategic corporate planning and
            investment policies, including any revision of the Company's
            business plan when requested by the company;
      (d)   Locate acquisitions for the Company;
      (e)   Assist in negotiating potential acquisitions and mergers;
      (f)   Assist in the implements of short term and long term strategic
            planning as required by the Company;
      (g)   Implementation of short range and long term strategic planning to
            fully develop and enhance the Company's assets, resources, products
            and services;
      (h)   Advise the Company of means to restructure its debt and financial
            obligations;
      (i)   Negotiate with lenders regarding the restructuring of such debt
            obligations;
      (j)   Assist the Company in the monitoring of services provided by the
            Company's advertising firm, public relations firm (if other than the
            Consultant) and other professionals to be employed by the Company;
            and
      (k)   Advise and recommend to the Company additional services relating to
            the present products/services offered by the Company as well as new
            products/services that may be provided by the Company.

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4.    IT IS AGREED that the Consultant's services will not include any services
      that constitute the rendering of legal opinions or performance of work
      that is in the ordinary purview of a certified public accountant or any
      work that it is the ordinary purview of a registered broker/dealer.

5.    COMPENSATION: The Company agrees to compensate Consultant as follows:

      Upon execution of this Agreement, the Company shall issue 1 million shares
      of the Company's common stock and Options to purchase 500,000 shares of
      common stock priced at $0.05 per share and Options to purchase 665,000
      shares of common stock priced at $0.10 per share, all in the name of Mel
      Levine. The shares shall be registered by the Company on a Form S 8
      Registration to be undertaken forthwith, all to issued immediately upon
      execution of this Agreement by all Parities and approval of this Agreement
      by the Company's Board of Directors.

6.    LIABILITY OF CONSULTANT: In furnishing the Company with management advice
      and other services as herein provided, neither Consultant nor any officer,
      director or agent thereof shall be liable to the Company or its creditors
      for errors of judgment or for anything except malfeasance, bad faith or
      negligence in the performance of its duties or reckless disregard of its
      obligations and duties under the terms of this agreement.

      It is further understood and agreed that Consultant may rely upon
      information furnished to it reasonably believed to be accurate and
      reliable and that, except as herein provided, Consultant shall not be
      accountable for any loss suffered by the Company by reason of Company's
      action or non-action on the basis of any advice, recommendation or
      approval of Consultant, its employees or agents.

      The parties further acknowledge that Consultant undertakes no
      responsibility for the accuracy of any statements to be made by management
      contained in press releases or other communications, including, but not
      limited to, filings with the Securities and Exchange Commission and the
      National Association of Securities Dealers.

7.    CONFIDENTIALITY: Consultant will not disclose to any other person, firm or
      corporation, nor use for his own benefit, during or after the term of this
      Consulting Agreement, any trade secrets or other information designated as
      confidential by the Company which is acquired by Consultant in the course
      of his performing services hereunder. (A trade secret is information not
      generally known to the trade, which gives the Company an advantage over
      its competitors. Trade secrets can include, by way of example, products or
      services under development, production methods and processes, sources of
      supply, customer lists, marketing plans and information concerning the
      filing of pendency of patent applications). Agreement may not be disclosed
      publicly in any manner without the prior written approval of Consultant.

8.    INDEMNIFICATION: The Company agrees to indemnify and hold THE Company, its
      affiliates, control persons, officers, employees and agents harmless from
      and against all liabilities, where a court of competent jurisdiction has
      made a final determination that

<PAGE>

      Consultant engaged in negligence or willful misconduct in the performance
      of its services hereunder which gave rise to the losses, claim, damage,
      liability, cost or expense sought to be recovered hereunder. The
      provisions of this paragraph shall survive the termination and expiration
      of this Consulting Agreement.

9.    BREACH OF CONTRACT: The sole remedy of the Company in respect of any
      material breach of this Agreement by Consultant shall be to terminate this
      Agreement upon the giving of five (5) days prior written notice, in which
      event all unexercised or partially exercised options shall be null and
      void and of no effect.

10.   INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge that
      Consultant is an independent contractor. Consultant shall not hold himself
      out as, nor shall he taken any action from which other might infer, that
      he is a partner of, agent of or a joint venture of the Company.

11.   HEADINGS: The headings in this Agreement are for reference purpose only
      and shall not in any way affect the meaning or interpretation of this
      Agreement.

12.   SEVERABILITY OF PROVISION: The invalidity or unenforceability of any term,
      phrase, clause, paragraph, restriction, covenant, agreement or other
      provision of this Agreement shall in no way affect the validity or
      enforcement of any other provision or any part thereof.

13.   NOTICES: All notices to be given hereunder shall be in writing and sent by
      fax or registered mail, sent to the appropriate Party as set out below (or
      to such other address or addresses as either party may, in writing, notify
      the other of), provided however, that notices given by fax transmissions
      shall be deemed to have been given at the time and on the date disclosed
      by the corresponding fax transmission confirmation sheet and, if given by
      Registered Mail, shall be deemed to have been given five (5) clear days
      after mailing:

      (i)   Wall Street Watch, Inc.
            Ste. 207
            1800 S. Ocean Blvd.
            Pompano, Florida 33062
            Phone: (954) 782-7007
            Facsimile: (954) 782-3934

      (ii)  ThermoElastic Technologies, Inc.
            Suite 906, 94 Cumberland Street
            Toronto, Ontario M5R 1A3
            Facsimile: (416) 968-3424

      (iii) MISCELLANEOUS:

      a.    All final decisions with respect to consultations, advice and
            services rendered by Consultant to the Company shall rest
            exclusively with the Company;

<PAGE>

      b.    This Agreement contains the entire agreement of the parties hereto
            and there are no representations or warranties other than those
            contained herein. Neither party may modify this Agreement unless the
            same is in writing and duly executed by both parties hereto;
      c.    By signing this Agreement, the Company admits to have no prior
            knowledge of any pending S.E.C. or N.A.S.D. investigations into the
            trading of the securities of the Company or the activities of the
            Company;
      d.    In the event this Agreement or performance hereunder contravene
            public policy or constitute a material violation of any law or
            regulation of any federal or state government agency, or either
            party becomes insolvent or is adjudicated bankrupt or seeks the
            protection of any provision of the National Bankruptcy Act, or
            either party is enjoined, or consents to any order relating to any
            violation of any state or federal securities law, then this
            agreement shall be deemed terminated, and null and void upon such
            termination; neither party shall be obligated hereunder and neither
            party shall have any further liability to the other;
      e.    Any controversy or claim arising out of or related to this Agreement
            shall be settled by arbitration in accordance with the rules and
            under the auspices of the American Arbitration Association; and any
            arbitration shall be conducted in the city of Fort Lauderdale in the
            state of Florida;
      f.    This Agreement is subject and conditional upon the approval of the
            Agreement by the Company's Board of Directors, no later than October
            30, 2001, failing which this Agreement shall be null and void and of
            no affect whatsoever; and
      g.    This Agreement may be signed in counterparts.

      IN WITNESS WHEREOF, the Parties hereto have this day set their hands and
seals.


                                            ThermoElastic Technologies, Inc.

                                            By: /s/ Kenneth B. Liebscher
                                                Kenneth B. Liebscher, President


                                            Wall Watch, Inc.

                                            By: /s/ Mel Levine
                                                Mel Levine, President