Exhibit 4.6
                                  -----------

                              CONSULTING AGREEMENT

               This Agreement made as of the 30 day of April, 2000

                                    BETWEEN:

                                  Sherry Wilson
                            (hereafter, "Consultant")
                              29743 Vacation Drive
                              Canyon Lake, CA 92587

                                       And

                       American Fire Retardant Corporation
                             (hereafter, "Company")

                                9337 Bond Street
                               El Cajon, CA 92021

WHEREAS, Consultant is skilled in providing strategic business planning, and has
provided these services in the past;

WHEREAS,  the  Company  desires  to  continue  to engage  Consultant  to provide
strategic business planning and mergers and acquisition advice and services; and

NOW THEREFORE.,  in consideration  of the mutual covenants  contained hereby and
other good and valuable  consideration receipt whereof is hereby acknowledged it
is agreed.

1.   The Company hereby engages the Consultant and the Consultant hereby accepts
     this  engagement  on a  non-exclusive  basis  pursuant  to  the  teams  and
     conditions of this Consulting Agreement.

2.   Consultant  shall  assist the Company  with  strategic  business  planning,
     mergers  and  acquisitions.  Consultant  will also  assist  the  Company in
     connection with general business strategy.

3.   In order to assist  Consultant  with his duties,  the Company  will provide
     Consultant with such information, as may be required by Consultant. Company
     will make available to Consultant copies of all material agreements, notice
     of pending  or  threatened  litigation  and  notice of all  proposed  press
     releases.

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4.   Consultant  acknowledges  that  it has  not  been  retained  for any of the
     following activities and/or purposes:

     1.   For  capital  raising  or for  promotional  activities  regarding  the
          Company's securities.

     2.   To  directly  or  indirectly  promote  or  maintain  a market  for the
          Company's securities.

     3.   To act us a conduit  to  distribute  S-8  securities,  to the  general
          public.

     4.   To render investor  relations  services or shareholder  communications
          services to the Company.

     5.   To render advise to the Company regarding the arrangement or effecting
          of  mergers  involving  the  Company  that have the effect of taking a
          private company public through reverse merger process.

5.   In consideration of the services to be provided, Consultant shall receive a
     fee equal to 250,000 shares of the Company's common stock.

6.   The Company will use to its best efforts to register these shares  pursuant
     to a registration statement on Form S-8.

7.   During the terms of this  Agreement  which is six  months,  each party tray
     have assets to trade secrets, know how, formulae,  customer and price lists
     all of which are valuable, special,  proprietary and unique assets of each.
     The parties agree that all knowledge and information which each other shall
     acquire during the term of this  Agreement  shall be held in trust and in a
     fiduciary  capacity for the sole benefit of the other party, its successors
     and assigns,  and each agrees not to publish or divulge  either  during the
     term of this Agreement or subsequent thereto, knowledge of any technical or
     confidential  information acquired during their term of this Agreement.  At
     the  termination of this  Agreement,  or at any other time either party may
     request  the other  party to deliver to the other,  without  retaining  any
     copies, notes or excerpts thereof, all memoranda,  diaries, notes, records,
     plans, specifications, formulae or other documents relating to, directly or
     indirectly,  to any  confidential  information  made  or  compiled  by,  or
     delivered  or made  available to or  otherwise  obtained by the  respective
     parties.  However,  the foregoing  provision shall not prohibit  Consultant
     from  engaging in any work at any time  following his  termination  of this
     Agreement which does not conflict with the terms of this Agreement.

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8.   Except as otherwise provided herein,  any notice or other  communication to
     any party  pursuant to or relating to this  Agreement and the  transactions
     provided for heroin  shall be deemed to have been given or  delivered  when
     deposited in the United  States Mail,  registered  or  certified,  and with
     proper postage and registration or certification fees prepaid, addressed at
     their  principal  place of  business  or to such  other  address  as may he
     designated by either party in writing.

9.   This Agreement shall he governed by and interpreted pursuant to the laws of
     the State of California. By entering into this Agreement, the parties agree
     to the  jurisdiction of the California  courts with the venue in San Diego,
     California.  In the event of any breach of this  Agreement,  the prevailing
     party shall be entitled to recover all costs including reasonable


10.  This Agreement maybe executed in any number of counterparts,  each of which
     when so executed and  delivered  shall be deemed an original,  and it shall
     not be necessary,  in making proof of this  Agreement to produce or account
     for more than one counterpart.

IN WITNESS WHEREOF, the parties have executed this agreement as pf the date
first written above.

The undersigned hereby agrees to and acknowledges as follows:

CONSULTANT:                                 COMPANY:


Sherry Wilson                               American Fire retardant Corporation
By:                                         By:
/s/  Sherry Wilson                          /s/  Stephen F. Owens
Sherry Wilson                               Stephen F. Owens