EXHIBIT 10.3

                    Consulting Agreement with William Kefalas


                              CONSULTING AGREEMENT
                                     BETWEEN
                                 WILLIAM KEFALAS
                                       AND
                                  TEKRON, INC.


         THIS CONSULTING AGREEMENT ("Agreement") is effective as of January 23,
2002 ("Effective Date"), by and between Tekron, Inc., a Delaware corporation
("Corporation"), on the one hand and William Kefalas, an individual,
("Consultant"), on the other hand.

                                    RECITALS

         Whereas, The Board of Directors of the Corporation has determined that
         it is in the best interests of the Corporation and its shareholders
         that the Corporation retain the services of a Consultant to provide
         day-to-day services of the type typically provided by a key executive
         officer of a corporation such as a chief executive officer.

         Whereas, It is the desire of the Corporation to engage the services of
         the Consultant, on an independent contractor basis, to provide said
         services.

                                    AGREEMENT

         NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKING SPECIFIED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

1.       Term of Agreement: This Agreement shall be in full force and effect
         commencing upon the date hereof and concluding at the close of business
         on the same date in 2003. The respective duties and obligations of the
         parties shall commence on the date specified in the Preamble of this
         Agreement and shall continue until the close of business on the same
         date in 2003.

2.       Consideration: On _______________, 2002, the Corporation shall issue
         the Consultant Five Hundred Thousand shares of the Corporation's $0.001
         par value common stock ("Shares"). The number of Shares which will be
         issued pursuant to this Agreement shall be adjusted to reflect any
         splits, recapitalization, reverse splits, capitalization's, mergers,
         consolidations, sale of assets or other corporate reorganizations.


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3.       Minimum Amount of Service: The Consultant shall devote as much time as
         it deems necessary to the affairs of the Corporation as the Consultant,
         in the Consultant's sole discretion, determines to be necessary or
         appropriate; and the Consultant may represent, perform services for,
         and be employed by, any additional persons as the Consultant, in the
         Consultant's sole discretion, determines to be necessary or
         appropriate. The services to be performed by Consultant shall include,
         but not be limited to, those day-to-day services typically provided by
         a key executive officer of a corporation, such as a chief executive
         officer.

4.       Service as Officer or Director. It is anticipated by the parties hereto
         that at some point during the term of this Agreement Consultant will
         become an officer and/or a director of the Corporation. In the event
         Consultant becomes either an officer or a director of the Corporation
         during the term of this Agreement, the parties hereto will evaluate the
         need to enter into a more typical employment agreement that would
         supercede and replace this Agreement

5.       Hold Harmless: The Corporation and the Consultant also mutually agree
         to indemnify and hold harmless each party and each of its affiliates,
         counsel, stockholders, directors, officers, employees and controlling
         persons, with the meaning of Section 15 of the Securities Act of 1933,
         as amended, or Section 20 of the Securities Exchange Act of 1934, for
         any violations of state or federal securities laws by either party or
         any of its officers, other employees, agents, affiliates, counsel,
         stockholders, directors, and controlling persons. The Corporation
         acknowledges and affirms that it will not request, require or otherwise
         induce Consultant to become involved in any activities whatsoever that
         would result in Consultant violating any provisions of the Securities
         Act of 1933, as amended, or the Securities Exchange Act of 1934, as
         amended, including, but not limited to, the provisions of Form S-8,
         Regulations S-K and S-B, and the Corporation agrees to indemnify and
         hold harmless the Consultant from any violation thereof.

6.       Confidentiality: Consultant agrees to keep confidential all material,
         non-public information provided to it by the Corporation, except as
         required by law or as contemplated by the terms of this Agreement.
         Notwithstanding anything to the contrary herein, Consultant may
         disclose non-public information to its agents and advisors whenever
         Consultant determines that such disclosure is necessary or advisable to
         provide the services contemplated hereunder, Consultant shall inform
         all parties who receive disclosure of non-public information or who
         have access to such information of the obligation of confidentiality,
         and shall inform the Corporation of any disclosure of non-public
         information to any party other than Consultant's independent public
         accountants or attorneys.

7.       Notices: All notices, requests, demands or other communications
         pursuant to this Agreement shall be in writing or by telex or facsimile

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         transmission and shall be deemed to have been duly given (i) on the
         date of service, if delivered in person or be telex or facsimile
         transmission (with the telex or facsimile confirmation of transmission
         receipt acting as confirmation of service when sent and provided
         telexed or telecopied notices are also mailed by first class,
         registered or certified mail, postage prepaid, and properly addressed
         as follows:

                  If to the Corporation:             Tekron, Inc.
                                                     71 Sir James Court
                                                     Arva, Ontario, Canada
                                                     N0M 1C0
                                                     Telephone:  (519) 661-2697
                                                     Fax:        (519) 667-0366

                  If to the Consultant:              William Kefalas
                                                     55 Stevenson Street North
                                                     Guelph, Ontario, Canada
                                                     N1E 5A3
                                                     Telephone:  (519) 763-4266

         or at such other address as the party affected may designate in a
         written notice to such other party in compliance with this paragraph.

8.       Assignability: Neither party shall sell, assign, transfer, convey or
         encumber this Agreement or any right or interest in this Agreement or
         pursuant to this Agreement, or suffer or permit any such sale,
         assignment, transfer or encumbrance to occur by operation of law
         without the prior written consent of the other party. In the event of
         any sale, assignment, transfer or encumbrance consented to by such
         other party, the transferee or such transferee's legal representative
         shall agree with such other party in writing to assume personally,
         perform and be obligated by the covenants, obligations, warranties,
         representations, terms, conditions and provisions specified in this
         Agreement.

9.       Termination: Tekron, Inc., and Consultant may terminate this Agreement
         prior to the expiration of the Term upon thirty (30) days written
         notice with mutual written consent. Failing to have mutual consent,
         without prejudice to any other remedy to which the terminating party
         may be entitled, if any, either party may terminate this Agreement with
         thirty (30) days written notice under the following conditions:

         A.       By Tekron, Inc.

         (i)      If during the Primary Term of this Agreement or any Extension
                  Period, Consultant is unable or fails to provide the Services
                  as set forth herein for thirty (30) consecutive business days
                  because of illness, accident, or other incapacity of
                  Consultant's Personnel; or,

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         (ii)     If Consultant willfully breaches or neglects the duties
                  required to be performed hereunder; or,

         B.       By Consultant

         (i)      If Tekron ceases business or sells a controlling interest to a
                  third party, or agrees to a consolidation or merger of itself
                  with or into another corporation, or enters into such a
                  transaction outside of the scope of this Agreement, or sells
                  substantially all of its assets to another corporation, entity
                  or individual outside of the scope of this Agreement; or,

         (ii)     If Tekron, subsequent to the execution hereof institutes,
                  makes a general assignment for the benefit of creditors, has
                  instituted against it any bankruptcy, or is adjudicated a
                  bankrupt; or,

         (iii)    If any of the disclosures made herein or subsequent hereto by
                  Tekron to Consultant are determined to be materially false or
                  misleading.

10.      Consent to Agreement: By executing this Agreement, each party, for
         itself, represents such party has read or caused to be read this
         Agreement in all particulars, and consents to the rights, conditions,
         duties and responsibilities imposed upon such party as specified in
         this Agreement.

Executed at Arva, Ontario on June 1, 2002.


TEKRON, INC.                                    WILLIAM KEFALAS
a Delaware corporation                          an Individual



By:   /s/ William Kefalas                       By:   /s/ William Kefalas
      -------------------                             -------------------
      William Kefalas                                 William Kefalas
      President, Director                             Consultant
      71 Sir James Court                              55 Stevenson Street North
      Arva, Ontario, Canada                           Guelph, Ontario, Canada
      N0M 1C0                                         N1E 5A3








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