AGREEMENT, made this 2nd day of October, 2001 by and between THERMOELASTIC
TECHNOLOGIES, INC., whose principal place of business is at 5466 CANVASBACK
ROAD, BLAINE, WA 98230 hereinafter the "Company" and Vincent BARONE, whose
principle place of business is at 652 STEWART AVE, BETHPAGE, NEW YORK 11714
hereinafter 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;

                                   WITNESSETH

      NOW, THEREFORE, the parties agree as follows:

1.    TERM: The term of this Consulting Agreement shall be for a six (6) month
      period commencing on the date hereof.

2.    NATURE OF SERVICES: During the term of this Agreement Consultant shall
      provide advice to undertake for and consult with the Company concerning
      management, product/service expansion. Attend meetings of the
      retrenchment, marketing consulting, strategic planning, liquidity
      management, corporate organization and structure, financial matters in
      connection with the operation of the business of the Company, and shall
      review and advise the Company regarding its overall progress, needs and
      condition. Consultant agrees to provide on a timely basis the following
      enumerated services plus any additional services contemplated thereby.

      (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;
      (f)   Assist in the implements of short term and long term strategic
            planning as required by the Company;
      (g)   Advertise the Company's services and projects to its particular
            industry;
      (h)   Implementation of short range and long term strategic planning to
            fully develop and enhance the Company's assets, resources, products
            and services;
      (i)   Advise the Company of means to restructure its debt and financial
            obligations;
      (j)   Negotiate with lenders regarding the restructuring of such debt
            obligations'
      (k)   Assist the Company in the monitoring of services provided by the
            Company's advertising firm, public relations firm and other
            professionals to be employed by the Company;
      (l)   Advise the Company relative to the recruitment and employment of key
            executives

<PAGE>

            consistent with the expansion of operations of the Company; and
      (m)   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.

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 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 Consultant
      (850,000) shares of the Company's common stock which are to be registered
      in the Company's current S-8 Registration.

6.    EXPENSES. Consultant shall be entitled to reimbursement by the Company of
      such reasonable out-of-pocket expenses as Consultant may incur in
      performing services under this Consulting Agreement. Any significant
      expenses shall be approved in advance with the Company.

7.    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
      gross 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.

8.    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). Any

<PAGE>

      management advice rendered by Consultant pursuant to this Consulting
      Agreement may not be disclosed publicly in any manner without the prior
      written approval of Consultant.

9.    INDEMNIFICATION: The Company agrees to indemnify and hold Consultant
      harmless from and against all losses, claims, damages, liabilities, costs
      or expenses (including reasonable attorneys' fees (collectively the
      "Liabilities") joint and several, arising out of the performance of this
      Consulting Agreement, whether or not Consultant is a party to such
      dispute. This indemnity shall not apply, however, and Consultant shall
      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
      Consultant engaged in gross 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
      (but pending any such final determination, the indemnification and
      reimbursement provision of this Consulting Agreement shall apply and the
      Company shall perform its obligations hereunder (but pending any such
      final determination, the indemnification and reimbursement provision of
      this Consulting Agreement shall apply and the Company shall perform its
      obligations hereunder to reimburse Consultant for its expenses.) The
      provisions of this paragraph shall survive the termination and expiration
      of this Consulting Agreement.

10.   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 thirty (30) days prior written notice, but no
      such termination shall affect the options exercisable pursuant to
      paragraph 5 hereof.

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

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

13.   SEVERABILITY OF PROVISIONS: 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.

14.   This Agreement is conditional upon the approval of the Agreement by the
      Company's Board of Directors by no later than October 30, 2001 failing
      which this Agreement shall be null and void and of no effect whatsoever.

Consultant - (Vincent Barone)


/s/ Vincent Barone

<PAGE>

Company - (ThermoElastic Technologies, Inc.)


/s/ Kenneth B. Liebscher