CONSULTING AGREEMENT




  





                                                      
  CONSULTING AGREEMENT

  

  
   
  

  THIS
  AGREEMENT is entered into as of May 1, 2002 by and between Wood Products,
  Inc., a corporation organized and existing under the laws of the State of
  Nevada, having its principal place of business at suite 186 - 8120 #2 Road,
  Richmond, BC V7B 5J8, ("Company") and Gavin Froome, an individual
  with a principal address at #626 - 289 Alexander Street, Vancouver, BC V6A
  4H6 ("Consultant").

  

  
   
  

                                                                                           
  WITNESSETH:

  

  
   
  

  In
  consideration of the premises and mutual covenants hereinafter contained, the
  parties hereto agree as follows:

  

  
   
  

  1.            
  THE SERVICES

  

  
   
  

  Consultant
  has assured the Company he has the required skills as listed below that will
  allow the Consultant to provide the services required:

  

  
   
  

  -        
  Design,
  construction and implementation of the web site.

  

  -        
  Creation
  and optimization of graphics interface and HTML files to be uploaded onto web
  server specified by Wood Products, Inc.

  

  -        
  Navigation
  functionality and links set up onto multiple HTML pages.

  

  -        
  Incorporation
  of banner links to other related sites. (Banner creation included).

  

  -        
  Corporate
  logo for Wood Products.

  

            


  

  2.            
  WORK FOR HIRE

  

  
   
  

  a.            
  It is the intention of the parties hereto that all rights, including
  without limitation copyright in any reports, surveys, marketing promotional
  and collateral materials prepared by the Consultant pursuant to the terms of
  this Agreement, or otherwise for Company (hereinafter "the Work")
  vest in Company.  The parties
  expressly acknowledge that the Work was specially ordered or commissioned by
  Company, and further agree that it shall be considered a "Work Made for
  Hire" within the meaning of the copyright laws of the United States and
  that Company is entitled as author to the copyright and all other rights
  therein, throughout the world, including, but not limited to, the right to
  make such changes therein and such uses thereof, as it may determine in its
  sole and absolute discretion.

  

  
   
  

  b.            
  If, for any reason, the Work is not considered a work made for hire
  under the copyright laws, then the Consultant hereby grants and assigns to
  Company, its successors and assigns, all of its rights, title, and interest in
  and to the Work, including, but not limited to, the copyright therein
  throughout the world (and any renewal, extension or reversion copyright now or
  hereafter provided), and all other rights therein of any nature whatsoever,
  whether now known or hereafter devised, including, but not limited to the
  right to make such changes therein, and such uses thereof, as Company may
  determine.

  

  
   
  

  3.            
  PROPRIETARY INFORMATION

  

  
   
  

  a.            
  For purposes of this Agreement, "proprietary information"
  shall mean any information relating to the business of Company or any entity
  in which Company has a controlling interest and shall include (but shall not
  be limited to) information encompassed in all drawings, designs, programs,
  plans, formulas, proposals, marketing and sales plans, financial information,
  costs, pricing information, customer information, and all methods, concepts or
  ideas in or reasonably related to the business of Company.

  

  
   
  

  b.            
  Consultant agrees to regard and preserve as confidential, all
  proprietary information, whether Consultant has such information in memory or
  in writing or other physical form.  Consultant
  shall not, without written authority from Company to do so, directly or
  indirectly, use for the benefit or purposes, nor disclose to others, either
  during the term of its engagement hereunder or thereafter, except as required
  by the conditions of Consultant's engagement hereunder, any proprietary
  information.

  

  
   
  

  c.            
  Consultant shall not disclose any reports, recommendations, conclusions
  or other results of the Services or the existence or the subject matter of
  this contract without the prior written consent of Company. 
  In Consultant's performance hereunder, Consultant shall comply with all
  legal obligations it may now or hereafter have respecting the information or
  other property of any other person, firm or corporation.

  

  
   
  

  d.                  
  The
  Consultant expressly agrees that the covenants set forth in this Paragraph are
  being given to Company in connection with the engagement of the Consultant by
  Company and that such covenants are intended to protect Company against the
  competition by the Consultant, within the terms stated, to the fullest extent
  deemed reasonable and permitted in law and equity. 
  In the event that the foregoing limitations upon the conduct of the
  Consultant are beyond those permitted by law, such limitations, both as to
  time and geographical area, shall be, and be deemed to be, reduced in scope
  and effect to the maximum extent permitted by law.

  

  
   
  

  e.            
  The foregoing obligations of this Paragraph shall not apply to any part
  of the information that (i) has been disclosed in
  publicly available sources of information, (ii) is, through no fault of the
  Consultant, hereafter disclosed in publicly available sources of information,
  (iii) is now in the possession of Consultant without any obligation or
  confidentiality, or (iv) has been or is hereafter lawfully disclosed to
  Consultant by any third party, but only to the extent that the use or
  disclosure thereof has been or is rightfully authorized by that third party.  


  

  
   
  

  4.
             
  INJUNCTIVE RELIEF.        


  

  
   
  

  Consultant
  acknowledges that the injury to Company resulting from any violation by it of
  any of the covenants contained in this Agreement will be of such a character
  that it cannot be adequately compensated by money damages, and, accordingly,
  Company may, in addition to pursuing its other remedies, obtain an injunction
  from any court having jurisdiction of the matter restraining any such
  violation; and no bond or other security shall be required in connection with
  such injunction.

  

  
   
  

  5. 
            
  FEES AND REIMBURSEMENT OF CERTAIN EXPENSES

  

  
   
  

  a.            
  Company shall pay the Consultant a consulting fee of Fifty dollars ($50
  CAD) per hour, as needed by the Company. 


  

  
   
  

  b.            
  The Consultant shall provide to the Company on the first day of every
  month an outline as to the Services that will be performed that month. 
  Within ten (10) days from the end of each and every month, Consultant
  will provide to Company a statement as to the work that was performed for the
  prior month.

  

  
   
  

  c.            
  If in reviewing the statements made by the Consultant to the Company
  that are required within ten (10) days after the close of a business month,
  Company determines that Consultant is not making sufficient progress in order
  to complete work for which Consultant was hired within a reasonable time, the
  Company will give written notice to Consultant. 
  Consultant shall have fifteen (15) days to complete the work required
  and provide further reports to the Company.

  

  
   
  

  6.            
  BENEFITS

  

  
   
  

  The
  Consultant, as an independent contractor, shall not be entitled to any other
  benefits other than the fees and reimbursement of expenses provided under
  Paragraph 2 of this Agreement.

  

  
   
  

  
   
  

  7.            
  DUTY TO REPORT INCOME

  

  
   
  

  The
  Consultant acknowledges and agrees that it is an independent contractor and
  not an employee of the Company and that it is Consultant's sole obligation to
  report as income all compensation received from Company pursuant to this
  Agreement.  The Consultant further
  agrees that the Company shall not be obligated to pay withholding taxes,
  social security, unemployment taxes, disability insurance premiums, or similar
  items, in connection with any payments made to the Consultant pursuant to the
  terms of this Agreement.

  

  
   
  

  8.            
  TERM

  

  
   
  

  This
  Agreement shall be effective beginning as of 
  May 1, 2002
  , and shall
  continue until date of delivery of completed product and Services; provided,
  however, that either Company or Consultant may terminate this Agreement in
  whole or in part at any time upon thirty (30) days' written notice to the
  other party.  In the event of
  termination or upon expiration of this Agreement, Consultant shall return to
  Company any and all equipment, documents or materials, and all copies made
  thereof, which Consultant received from Company for the purposes of this
  Agreement and the Company shall pay to Consultant the amounts provided in
  Paragraph 5 hereof through the date of such termination or expiration.

  

  
   
  

  9.            
  INDEMNIFICATION

  

  
   
  

  The
  Consultant shall indemnify and save Company harmless from and against all
  claims arising in favor of any person, firm or corporation on account of
  personal injury or property damage in any way resulting from the improper or
  illegal acts of Consultant, its employees or agents. The foregoing indemnity
  shall include all costs incurred by Company, including reasonable attorneys'
  fees.

  

  
   
  

  10.          
  NOTICES

  

  
   
  

  All
  notices and billings shall be in writing and sent via first class mail to the
  respective addresses of the parties set forth at the beginning of this
  Agreement or to such other address as any party may designate by notice
  delivered hereunder to the other party.

  

  
   
  

  11. 
          
  GENERAL

  

  
   
  

        
  a.      The
  terms and conditions of Paragraphs 3, 4 and 5 hereof shall survive the
  termination of this Agreement or completion of the Services as the case may
  be.

  

        
  b.      Neither
  the Company nor Consultant shall assign this Agreement or delegate its duties
  hereunder and shall not subcontract any of the Services to be performed
  hereunder without the prior written consent of the other party hereto.

  

        
  c.      Consultant
  shall perform the Services as an independent contractor and shall not be
  considered an employee of Company or Partner, joint venturer
  or otherwise related to Company for any purpose.

  

        
  d.      This
  Agreement shall be governed by the laws of the State of 
  Nevada
  .

  

  e.    
  This Agreement constitutes the entire understanding between
  Consultant and Company respecting the Services described herein. 
  The terms and conditions of any purchase order shall have no effect
  upon this Agreement and shall be used for accounting purposes only.

  f.     
  The failure of either party to exercise its rights under this Agreement
  shall not be deemed to be a waiver of such rights or a waiver of any
  subsequent breach.








  g.    
  Any delay or nonperformance of any provision of this Agreement caused
  by conditions beyond the reasonable control of the performing party shall not
  constitute a breach of this Agreement, provided that the delayed party has
  taken reasonable measures to notify the other of the delay in writing. The
  delayed party's time for performance shall be deemed to be extended for a
  period equal to the duration of the conditions beyond its control. 
  "Conditions beyond a party's reasonable control" include, but are
  not limited to, natural disasters, acts of government after the date of the
  Agreement, power failure, fire, flood, acts of God, labor disputes, riots,
  acts of war and epidemics. Failure of subcontractors and inability to obtain
  materials shall not be considered a condition beyond a party's reasonable
  control.

  h.    
  Non-Solicitation of Consultant's Employees: Company agrees not
  to knowingly hire or solicit Consultant's employees during performance of this
  Agreement and for a period of two years after termination of this Agreement
  without Consultant's written consent.

  

  i.     
  Mediation and Arbitration: If a dispute arises under this
  Agreement, the parties agree to first try to resolve the dispute with the help
  of a mutually agreed-upon mediator in 
  Vancouver
  , 
  British Columbia
  , 
  Canada
  . The parties
  shall share any costs and fees, other than attorney fees associated with the
  mediation, equally.  If the
  dispute is not resolved through mediation, the parties agree to submit the
  dispute to binding arbitration in 
  Vancouver
  , 
  British Columbia
  , 
  Canada
   under the rules
  of the American Arbitration Association. Judgment upon the award rendered by
  the arbitrator may be entered in any court with jurisdiction to do so.
  

  j.        
  Attorney
  Fees:
  If any legal action is necessary to enforce this Agreement, the prevailing
  party shall be entitled to reasonable attorney fees, costs and expenses.
  

  k.       
  Complete Agreement: This Agreement together
  with all exhibits, appendices or other attachments, which are incorporated
  herein by reference, is the sole and entire Agreement between the parties.
  This Agreement supersedes all prior understandings, agreements and
  documentation relating to such subject matter. In the event of a conflict
  between the provisions of the main body of the Agreement and any attached
  exhibits, appendices or other materials, the Agreement shall take precedence. 
  Modifications and amendments to this Agreement, including any exhibit
  or appendix hereto, shall be enforceable only if they are in writing and are
  signed by authorized representatives of both parties.

  
   
  

  IN
  WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
  the date first above written.

  

  
   
  

  WOOD
  PRODUCTS, INC.

  

  
   
  

  /s/
  Gordon Watts

  

  Gordon
  Watts

  

  President

  

  
   
  

  
   
  

  CONSULTANT


  

  
   
  

  
   
  

  Signature:
  /s/
  Gavin
  Froome