Exhibit 10.4

                                               CONSULTING AGREEMENT

This  Agreement  made with effect from 16th day of October 2010 (the  "Effective
Date"), among:

          ADD- ON (Add-On Exchange INC.), a company having an office at address:
          410 Park Avenue, Suite 1981, New York, NY, 10022 (the "Company")

And:

          JOHN RAFUSE, an executive business development  consultant,  having an
          address at REDACTED ("Rafuse)

          (Rafuse is also referred to as "Consultant")

Whereas:

1.   The  Company  and  Rafuse  agree  that this  agreement  replaces  any prior
     agreements  between  them and  previous  termination  clauses are  mutually
     cancelled; and

2.   The  Company  has  agreed to retain  Rafuse to provide  certain  consulting
     services as outlined in Appendix 1 ("Service" or the "Services") and Rafuse
     has agreed to provide such services to the Company in  accordance  with the
     terms and conditions contained herein;

3.   Rafuse will  perform the  Services to be provided by Rafuse to the Company;
     and

4.   The  Company  has also  requested  that  Rafuse  commit to  obligations  of
     confidentiality as a condition to being engaged to perform the Services and
     Rafuse and the Contractor have agreed to do so;

NOW THEREFORE  THIS  AGREEMENT  WITNESSES  THAT in  consideration  of the mutual
promises and covenants herein contained the parties hereby covenant and agree as
follows:

                          GENERAL TERMS AND CONDITIONS

DEFINITIONS

1.   Unless the context requires  otherwise,  the following terms shall have the
     meanings set out below when used in this Agreement:

     A)   "CONFIDENTIAL  INFORMATION" means trade secrets and other information,
          in the possession of or owned by Add-on or companies or  organizations
          affiliated,  associated or related to Add-on,  or by their  respective
          suppliers, customers, or other existing or potential business partners
          and  collaborators,  that is not  generally  known to the  public  and
          including, without limitation, all Developments, research results, and
          related  documentation,   financial  information,   legal,  corporate,
          marketing, product, technical, manufacturing, personnel, customer, and
          supplier  information and any other  information,  in whatever form or
          media,  specifically  identified as confidential by Add-on, the nature
          of which is such that it would generally be considered confidential in
<PAGE>
          the industry in which Add-on operates,  or that Add-on is obligated to
          treat as confidential or proprietary;

     B)   "DEVELOPMENTS"  means  all  inventions,  improvements,   enhancements,
          modifications,  discoveries,  formulae,  processes, ideas, techniques,
          systems, methods, algorithms, Deliverables, computer software, and any
          other  direct  or  indirect  results  of the  Services  or other  work
          performed by Consultant for Add-on; and

     C)   "SERVICES" means the services to be performed by Consultant under this
          Agreement, as may be specified in Schedule "1" to this Agreement,  and
          which shall include, without limitation, the delivery to Add-on of all
          Deliverables.

PARTICULARS OF SERVICES

2.   GENERAL  OBLIGATIONS OF THE PARTIES - Consultant shall perform the Services
     and Add-on shall pay  Consultant  for the Services in  accordance  with the
     terms and conditions set out in this  Agreement,  including in Schedule "1"
     hereto.

3.   NATURE OF DELIVERABLES - "SERVICES" also includes,  without limitation, the
     delivery to Add-on of all  Deliverables.  If the  Deliverables  include any
     item(s) of software,  the Deliverables shall be deemed to include,  in both
     source code and object code forms,  the final  version and all  preliminary
     versions of the software and all routines and  subroutines,  as well as all
     program  material,   flowcharts,  models,  notes,  outlines,  work  papers,
     descriptions,  and other  documents  created  or  developed  in  connection
     therewith,  the resulting  screen  formats and other visual  effects of the
     software.

4.   TERM OF AGREEMENT - This Agreement  shall be deemed to have come into force
     and effect as of the  reference  date set out above and continues in effect
     until the end of the Term identified in Schedule "1" .

5.   PROJECT MANAGER - The Project Manager (as identified in Schedule "1") shall
     be Consultant's primary contact at Add-on.

6.   PAYMENT - As full and complete  consideration  for the  performance  of the
     Services, Add-on shall pay Consultant the Fees set out in Schedule "1".

7.   REIMBURSEMENT   OF  EXPENSES  -  Consultant  may  submit   invoices  for  a
     reimbursable  expense for up to six months  after the expense is  incurred.
     Each such invoice must be accompanied by the appropriate  receipts.  Add-on
     shall reimburse such expenses within thirty (7) calendar days after receipt
     by Add-on of proper invoices and receipts.  Add-on shall have no obligation
     to reimburse  Consultant for any expense that is not submitted to Add-on in
     accordance with this section.

INDEPENDENT CONTRACTOR STATUS

8.   NATURE OF  RELATIONSHIP  -  Consultant  shall  perform  the  Services as an
     independent  contractor and not as an employee.  Nothing  contained in this
     Agreement   shall  be  construed  to  create  or  imply  a  joint  venture,
     partnership,   principal-agent,  or  employment  relationship  between  the
     parties.  Unless the Project Manager specifically  authorizes Consultant in
     writing to do so,  Consultant  shall not act or purport to be acting as the
     legal agent of Add-on,  and Consultant  shall not enter or purport to enter

                                       2
<PAGE>
     into any agreement on behalf of Add-on or otherwise bind or purport to bind
     Add-on or cause Add-on to incur liability in any manner whatsoever.

WARRANTIES AND INDEMNIFICATION

9.   REPRESENTATIONS AND WARRANTIES - Consultant represents and warrants to, and
     covenants with, Add-on that:

     ABILITY TO PERFORM SERVICES

     a)   Consultant  has the  necessary  knowledge,  experience,  and skills to
          perform the Services which are hereby acknowledged by Add-on;

     b)   Consultant  has the  absolute  right  to make the  assignments  of the
          right, title, and interest in and to the Developments  contemplated in
          this Agreement;

     QUALITY OF PERFORMANCE

     c)   the Services will be performed in a competent and professional manner;

     d)   Consultant   shall,  in  exercising  his  powers  and  performing  his
          functions, act honestly and in good faith and in the best interests of
          the  Company,  shall  exercise  the  care,  diligence  and  skill of a
          reasonably  prudent  person,  shall devote such  business  time to the
          business  and  affairs  of the  Company as may be  required  under the
          conditions  stipulated  in Schedule 1 to  discharge  his  duties,  and
          perform faithfully and efficiently such responsibilities;

     e)   any  Deliverable  supplied under this Agreement shall have no material
          inherent defects,  shall, at the time of its delivery,  conform to and
          operate in accordance with all  specifications for such Deliverable as
          may be set out in Schedule "1" or otherwise  provided to Consultant by
          Add-on  and all  specifications  for  such  Deliverable  generated  by
          Consultant and approved by Add-on;

     f)   the Company  acknowledges  that Consultant  provides services to other
          parties  and  Consultant  covenants  to provide  the  Services  to the
          Company as stipulated in Schedule 1;

     THIRD PARTIES

     g)   the  performance of this Agreement will not breach any other agreement
          entered into by Consultant or by which Consultant is bound;

     h)   Consultant has not brought to Add-on, nor shall use in the performance
          of the Services,  any confidential material or documents of any former
          client or employer of Consultant,  or of any other third party, unless
          Consultant  has received  prior  written  authorization  to do so from
          Add-on and from the owner of the confidential material or documents;

     i)   all  Developments  will be original to Consultant  and, to the best of
          Consultant's  knowledge,  will not infringe the intellectual  property
          rights or other rights of any third party;

10.  INDEMNIFICATION  OF CONSULTANT - Subject to any limitations or restrictions
     relating to Section 12 - Officers Liability Insurance and for the period of
     time hereunder  Rafuse acts as Chief  Executive  Officer and/or Director of

                                       3
<PAGE>
     the  Company,  Add-on shall  indemnify  the  Consultant  against all costs,
     charges  and  expenses,  including  an  amount  paid to settle an action or
     satisfy a judgement,  reasonably  incurred by the  Consultant in respect of
     any civil,  criminal or  administrative  action or  proceeding to which the
     Consultant  is made a party by reason of being or having been a  Consultant
     to the Company, if:

     a)   Consultant  acted  honestly  and in good faith with a view to the best
          interests of the Company; and

     b)   in the case of a  criminal  or  administrative  action or  proceeding,
          including without  limitation a proceeding by a securities  regulatory
          authority  including a stock exchange,  that is enforced by a monetary
          penalty,  the Consultant had reasonable grounds for believing that his
          conduct was lawful.

11.  DIRECTORS  & OFFICERS  LIABILITY  INSURANCE  -  Throughout  the  applicable
     portion  of the  term of this  Agreement  that  the  Consultant  acts as an
     officer  and/or  director of the Company,  the Company shall use reasonably
     commercial  efforts to provide  the  Consultant  with  officer's  liability
     insurance  appropriate  to the stage of  development of the Company and the
     nature of the Consultant's responsibilities under this Agreement.

TERMINATION OF AGREEMENT

12.  TERMINATION  OF  AGREEMENT  FOR  CONVENIENCE  -  Notwithstanding  any other
     provision in this Agreement, either Add-on or Consultant may terminate this
     Agreement  at any time for  convenience  provided  that  either  such party
     delivers to the other  written  notice of its  intention  to do so at least
     ninety (90) calendar days prior to the effective date of termination.

13.  PAYMENT  UPON  TERMINATION  FOR  CONVENIENCE  - If Add-on  terminates  this
     Agreement for convenience,  Add-on shall pay Consultant up to the effective
     date of termination  plus the value of one additional year of monthly fees.
     Rafuse will retain any shares, options or warrants.

14.  TERMINATION OF AGREEMENT WITH CAUSE -  Notwithstanding  any other provision
     in  this   Agreement,   Add-on  may  terminate  this  Agreement   effective
     immediately upon delivery of notice of termination to Consultant if:

     a)   Consultant   commits  a  material   breach  of  this   Agreement,   or
          consistently  fails  to  properly  perform  and  observe  Consultant's
          obligations  under this Agreement,  and fails to rectify the situation
          within thirty (30) calendar days after Add-on delivering notice of the
          breach or consistent failure to perform;

     b)   Consultant becomes  insolvent,  or a receiver or  receiver-manager  is
          appointed  for any part of the property of  Consultant,  or Consultant
          makes an assignment,  proposal,  or arrangement for the benefit of its
          creditors or  Consultant  files an assignment  in  bankruptcy,  or any
          proceedings  under any  bankruptcy  or  insolvency  laws are commenced
          against Consultant.

15.  PAYMENT UPON  TERMINATION  FOR CAUSE - If Add-on  terminates this Agreement
     for any cause  whatsoever,  it shall pay to Consultant all monies up to and
     including the last month of the term set out and described as  "termination
     date" in  schedule  "1" plus the value of one  additional  year of  monthly
     fees. Rafuse will retain all granted shares, options and warrants.  This is

                                       4
<PAGE>
     regardless as to whether  Add-on wishes to dispense of the services  during
     any part of the set time  laid out in  schedule  "1" as being  between  the
     start date and termination date.

16.  RETURN  OF  MATERIALS,  EQUIPMENT,  AND  CONFIDENTIAL  INFORMATION  -  Upon
     termination or expiration of this Agreement, or at any time upon request by
     Add-on,  Consultant shall immediately deliver up to Add-on, at Consultant's
     own expense and risk,

     a)   all  Developments  in Consultant's  possession,  charge,  control,  or
          custody; and

     b)   all  Confidential  Information and all copies  thereof,  and all other
          materials,  documents,  information,  contracts, equipment, materials,
          and property, in Consultant's possession,  charge, control, or custody
          that are owned by, or related in any way to the business or affairs of
          Add-on.

     Consultant shall return any equipment,  materials, or property furnished by
     Add-on to Consultant in the same  condition in which they were furnished by
     Add-on,  reasonable wear and tear excepted.  Add-on agrees to reimburse the
     Consultant  for any  reasonable  shipping costs incurred to comply with the
     foregoing.

CONFIDENTIALITY

17.  CONFIDENTIAL  INFORMATION - Consultant acknowledges that in order to enable
     Consultant to perform the Services,  Add-on will disclose to Consultant, or
     allow Consultant access to,  Confidential  Information.  Consultant further
     acknowledges that such information is of significant value to Add-on.

18.  EXCLUSION  -  The  non-disclosure  obligations  of  Consultant  under  this
     Agreement shall not apply to Confidential  Information  that Consultant can
     establish:

     a)   is, or becomes,  readily  available to the public other than through a
          breach of this Agreement;

     b)   is disclosed,  lawfully and not in breach of any  contractual or other
          legal obligation, to Consultant by a third party; or

     c)   through written records, was known to Consultant, prior to the date of
          first  disclosure  of the  Confidential  Information  to Consultant by
          Add-on.

19.  OWNERSHIP  OF  CONFIDENTIAL  INFORMATION  -  Consultant  acknowledges  that
     Confidential Information is and shall be the sole and exclusive property of
     Add-on or its  designate and that  Consultant  shall not acquire any right,
     title, or interest in or to any Confidential Information.

20.  DISCLOSURE - Consultant  shall keep all Confidential  Information  strictly
     confidential and shall take all necessary  precautions against unauthorized
     disclosure  of  the  Confidential  Information  during  the  term  of  this
     Agreement  and  thereafter.  Without  limitation,   Consultant  shall  not,
     directly or  indirectly,  disclose,  allow access to,  transmit or transfer
     Confidential  Information  to  a  third  party  without  Add-on's  consent.
     Notwithstanding the foregoing,  to the extent that Consultant can establish
     it is required by law to disclose any Confidential Information, it shall be
     permitted to do so, provided that notice of such requirement to disclose is
     first  delivered  to  Add-on,   so  that  it  may  contest  such  potential
     disclosure.

                                       5
<PAGE>
21.  USE AND REPRODUCTION - Consultant  shall not use or reproduce  Confidential
     Information  in any  manner  except as  reasonably  required  to fulfil the
     purposes of this Agreement. Consultant shall ensure that any such copies of
     Confidential  Information  are clearly  marked or otherwise  identified  as
     confidential   and  proprietary  to  Add-on,   and  that  all  Confidential
     Information  and copies  thereof are stored in a secure  location  while in
     Consultant's possession, control, charge, or custody.

22.  BREACH  NOTIFICATION - If for any reason Consultant does not comply with or
     anticipates that it will be unable to comply with the  confidentiality  and
     privacy  provisions  of this  Agreement  in any respect,  or if  Consultant
     becomes aware of an actual,  anticipated,  or threatened breach of security
     of or misuse of any Confidential  Information (an  "INCIDENT"),  Consultant
     shall promptly  notify Add-on of the particulars of the Incident and of the
     steps it proposes to take to prevent the  occurrence  or  recurrence of any
     further Incident.

23.  PERSONAL  INFORMATION - Consultant shall (i) collect,  use,  disclose,  and
     retain  Personal  Information  only as required  to fulfil its  obligations
     hereunder,  (ii) take  appropriate  measures  to  ensure  the  privacy  and
     security of all Personal Information,  including taking measures to prevent
     unauthorized access, collection, use, disclosure, copying, modification, or
     disposal,  and (iii) comply with all applicable laws or regulations related
     to privacy or data protection.  In this Agreement,  "PERSONAL  INFORMATION"
     means information about an identifiable  individual that is transferred to,
     collected or compiled by, or otherwise  held or accessed by Consultant  for
     or on behalf of Add-on.

OWNERSHIP OF DEVELOPMENTS AND LICENSING OF CONSULTANT'S PROPERTY

24.  OWNERSHIP  OF  DEVELOPMENTS  - Add-on shall be the  exclusive  owner of the
     Developments  and of  all  intellectual  property  rights  in  and to  such
     Developments.  Consultant  hereby assigns to Add-on all right,  title,  and
     interest throughout the world, including without limitation, all copyright,
     trade-marks,  trade  secrets,  patent  rights,  and any other  intellectual
     property  right in and to each  Development,  effective at the time each is
     created.  Consultant covenants that Consultant shall not, either during the
     term of this Agreement or thereafter,  directly or indirectly,  contest, or
     assist any third party to contest,  Add-on's  ownership of the Developments
     or of any intellectual  property rights related thereto.  Consultant hereby
     waives his or her moral rights in each  Development,  effective at the time
     any such particular Development is created.

25.  DISCLOSURE  OF  DEVELOPMENTS  -  Consultant  agrees to make full and prompt
     disclosure of all Developments to the Project Manager.

MISCELLANEOUS

26.  RIGHT TO USE  CONSULTANT'S  NAME  AND  LIKENESS  - During  the term of this
     Agreement,  the  Consultant  hereby  grants to Add-on  the right to use the
     Consultant's  name,  likeness  and/or  biography  in  connection  with  the
     Services  performed by the Consultant and in conjunction with acting in the
     capacity of Chief  Financial  Officer of Add-on under this Agreement and in
     connection with the advertising or exploitation of any project with respect
     to which the Consultant performs services for the Company.

27.  INFORMATION  REGARDING  AGREEMENT - Consultant shall not, without the prior
     written  consent of Add-on,  disclose or advertise in any manner the nature
     of the Services  performed  under this Agreement or the fact Consultant has
     entered into this Agreement with Add-on.

                                       6
<PAGE>
28.  ASSIGNMENT,  SUBCONTRACTING,  AND SUCCESSION - Consultant  shall not assign
     this Agreement or  subcontract  or purport to assign or subcontract  any of
     Consultant's  rights or  obligations  under this  Agreement  without  first
     obtaining  Add-on's  written  consent.  If such  consent  is  given  on any
     particular  occasion,  it  shall  still  be  required  for  all  subsequent
     assignments  and  subcontracts.  Add-on may assign  this  Agreement  or its
     rights hereunder, in whole or in part. This Agreement shall be binding upon
     the parties  hereto and their  respective  lawful  successors and permitted
     assigns.

29.  SEVERABILITY - If any one or more of the provisions of this Agreement shall
     for any reason be held to be illegal,  in any respect,  any such  provision
     shall be severable from this Agreement, in which event this Agreement shall
     be construed as if such provision had never been contained herein.

30.  NOTICE  -  Any  notices,  reports,  or  other  communications  required  or
     permitted to be given under this Agreement shall be in writing and shall be
     sufficient if delivered by hand or sent by double registered mail, courier,
     or  facsimile  addressed  to  Add-on  or  Consultant  at  their  respective
     addresses  shown on the first page of this  Agreement,  to the attention of
     the  Project  Manager  in the case of Add-on,  or to such other  address or
     individual  as one party  advises  the  other  party in  writing.  Any such
     notices,  reports,  or other  communications  shall be  deemed to have been
     received by the  party(ies)  to whom they were  addressed  upon delivery by
     hand,  double  registered mail,  courier,  or facsimile  (provided that the
     receiver  acknowledges  receipt  of the  facsimile  in some  fashion)  when
     received.

31.  WHOLE AGREEMENT/MODIFICATION - This Agreement is comprised of this document
     and the attached  Schedule "1". In the event of any conflict or discrepancy
     between this document and Schedule  "1", the terms of this  document  shall
     govern  unless  the  language  in  Schedule  "1"  indicates  that it is the
     specific  intent of the parties to overrule a particular  provision of this
     document.  Further,  this Agreement  constitutes  the whole  agreement with
     respect   to  the   matters   contemplated   hereby,   and   there  are  no
     representations,  warranties,  conditions, or collateral agreements between
     the  parties  with  respect to such  matters  except as  expressly  set out
     herein.  No  amendment,   modification,   supplement,  or  other  purported
     alteration  of this  Agreement  shall be  binding  upon a party  unless  in
     writing   signed   by  it  or  on  its   behalf   by  a   duly   authorized
     representative(s).   This  Agreement   supersedes  all  previous  dealings,
     communications, understandings, and expectations of the parties.

32.  SURVIVAL - Any provision of this Agreement  that expressly  states it is to
     continue in effect after  termination or expiration of this  Agreement,  or
     that by its nature would  survive the  termination  or  expiration  of this
     Agreement, shall do so.

33.  GOVERNING  LAW - This  Agreement  shall be governed by and  interpreted  in
     accordance  with the laws of the  province of British  Columbia,  excluding
     rules of private international law that lead to the application of the laws
     of any other  jurisdiction.  The courts of British  Columbia shall have the
     non-exclusive  jurisdiction  to hear any matter arising in connection  with
     this Agreement.

                                       7
<PAGE>
34.  COUNTERPARTS - This Agreement may be executed in counterparts, or facsimile
     counterparts, each of which when executed by either of the parties shall be
     deemed to be an original and such  counterparts  shall together  constitute
     one and the same Agreement.

The parties  executed  this  Agreement on the date(s) set out below after having
the opportunity to discuss this Agreement with their legal advisors.  Each party
represents  and warrants  that its  respective  signatory is duly  authorized to
execute this Agreement on its behalf.


ADD-ON                                        RAFUSE


By: /s/ John Parkinson                        By: /s/ John Rafuse
   ------------------------------                 ------------------------------

Name: John Parkinson                          Name: John Rafuse
   ------------------------------                 ------------------------------

Title: CFO
   ------------------------------

Date: October 16th 2010                       Date: October 15th 2010
   ------------------------------                 ------------------------------


                                       8
<PAGE>
                                  SCHEDULE "1"

                       PARTICULARS OF CONSULTING AGREEMENT
                                 BETWEEN ADD-ON
                                   AND RAFUSE

1.   SERVICES:

     (a)  Description of Services:

          Services and duties will include, but are not limited, the following:

          *    Perform  the  role of CEO  and  partake  in all the  accompanying
               duties and responsibilities
          *    Perform  the role of a  Director  on the Board of  Directors  and
               partake in all of the accompanying duties and responsibilities
          *    Perform  the  role of  Board  Secretary  and  partake  in all the
               accompanying duties and responsibilities
          *    Design,  Develop,  Implement and manage  business  plans,  lines,
               operations, products, projects and timelines
          *    Actively engage,  promote and manage business development,  sales
               and beneficial partnerships for the company
          *    Advise and help in obtaining  further  investor  finance from 3rd
               parties as and when the company requires and assist with investor
               relations and the go-public strategy and implementation
          *    Operate and maintain office in Victoria, BC Canada

     (b)  Locations(s) where work to be performed:  Initially, the Services will
          be  primarily  performed  at  the  Consultant's   offices  located  in
          Victoria,  BC. When a final  business and product plan is put in place
          the  consultant  may  elect to work out of a  furnished  office  space
          provided by the company in Victoria for team management  purposes.

2.   TERM:

     (a)  Start Date: October 16th, 2010

     (b)  Renewal Date: October 15th, 2011-, (12 calendar months).

     (c)  Renewal  Terms:   This  agreement  will  renew  annually  for  1  year
          increments  unless  intent  not to  renew  to be  provided  90 days in
          advance  of  Renewal  Date by  either  party.  If not  renewed  by the
          company,  Payment Upon  Termination  of  Convenience  terms apply.

3.   PROJECT MANAGER:

     Add-on's Board of Directors

4.   FEES:

     The "Fees" for the  Services  provided  will be $8,000 USD per month  (plus
     applicable  taxes) paid bi-monthly of in payments of $4,000 on the 15th and
     the end of each calendar month. If the company becomes publically tradable,
<PAGE>
     or receives  funding in excess of $2,000,000  while privately held from the
     start of this  contract,  these fees will  become  $10,000  per  month.  In
     addition,  a lump sum of  $5,000  will be paid  each year in lieu of health
     benefits.

5.   STOCK OPTIONS AND OTHER BENEFITS

     At the board's  discretion,  incentives may be granted after the start date
     and are subject to this agreement

6.   TIME OFF

     Rafuse is granted 4 weeks of time off, in addition to time off for relevant
     statutory  holidays  to his  locale.  Rafuse  will  work with the board and
     senior executive to ensure continuity of business during such periods. Time
     off taken will not reduce the monthly fees.

7.   EXPENSES

     Company  shall  reimburse  Rafuse  for  all  office  equipment  and  travel
     (airfare, accommodation and meals), phone, fax, supplies, courier, mileage,
     parking,  etc. expenses  incurred in relation to performing  Services under
     this  Agreement,  as well for any  monies  paid on by  Rafuse  on behalf of
     company for the purposes of the company's business.