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, hereinafter the "Company" and Paul Lovito, whose
principle place of business is at 2855 N. University Drive, Suite 329, Coral
Springs, Florida 33065 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 three (3) month
      period commencing on the date hereof.

2.    NATURE OF SERVICES: During the term of this Agreement Consultant shall
      provide, inter alia, the following services on a timely basis to the
      Company:

      (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; and
      (g)   Implementation of short range and long term strategic planning to
            fully develop and enhance the Company's assets, resources, products
            and services.

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 Consultant an
      option to acquire 250,000 shares of the Company's common stock at an
      exercise price of $0.10 per share. The shares shall be registered by the
      Company on an appropriate registration form and issued

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      upon execution of this Agreement.

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. All expenses shall be
      approved in advance with the Company in writing.

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
      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). 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 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

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      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 and all
      unexercised options shall become null and void and canceled.

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 taken any action from which other might infer, that
      he is a partner of, agent of or a 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 or interpretation of this
      Agreement.

13.   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.

14.   NOTICES: All notices to be given hereunder shall be in writing, with fax
      notices being an acceptable substitute of mail and/or delivery to:

      (i)   Mr. Paul Lovito
            2855 N. University Drive, Suite 320
            Coral Springs, FL 33065
            Facsimile: (954) 346-5796

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

15.   MISCELLANEOUS:

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

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      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; and
      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.

Agreed and Accepted on this _________ day of October, 2001.

ThermoElastic Technologies, Inc.


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

Agreed and Accepted on this _______ day of October, 2001.


By:__________________________
   Paul Lovito