Exhibit 10.6
Consulting Agreement with Wien Group.

                              CONSULTING AGREEMENT


CONSULTING AGREEMENT (the "Agreement") dated as of May the 6th, 2002 between GSI
TECHNOLOGIES USA INC., located at 2001 Avenue McGill College, Bureau 1310,
Montreal, Quebec, Canada H3A 1G1 ("Client") and WIEN GROUP INC., located at 525
Washington Blvd. Jersey City, NJ 07310, a New York Corporation ("Consultant").


WITNESSETH
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WHEREAS, Client desires to receive advisory services from the Consultant in
connection with:

          a)   Assist in Client's activities as a public company including but
               not limited to, corporate finance, merchant banking and mergers
               and acquisitions;
          b)   Assisting in the on-going strategic planning, investment
               policies, and financial packaging;
          c)   Provide representation of Client, and introduction to various
               financial institutions, strategic partners, and potential
               clients, and
          d)   Assisting in the negotiation of contracts with lenders,
               suppliers, clients, and or strategic partners.

               (collectively, the "Objectives").

WHEREAS, the Consultant has established their expertise in, among other things,
financial matters, assisting in the planning of corporate expansion, arranging
private financing and financial consulting services in general.

NOW, THEREFORE, in consideration of the mutual covenants and agreements, and
upon the terms and agreements, and upon the terms and subject to the conditions
hereinafter set forth, the parties do hereby covenant and agree as follows:

     SECTION 1.      RETENTION OF CONSULTANT. Client engages the Consultant, and
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     the Consultant accepts such engagement, subject to the terms and conditions
     of this Agreement.

     SECTION 2.      SERVICES. At such times as are mutually convenient to the
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     Consultant and Client during the Term (as defined below), the Consultant
     shall provide consulting services to Client in connection with each of the
     Objectives.

     SECTION 3.      COMPENSATION. For services rendered by the Consultant
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     pursuant to this Agreement, Client shall pay the Consultant the following:



          a)   Upon execution of this Agreement, Client shall pay the Consultant
               an Engagement Retainer of 200,000 freely tradable shares.
          b)   A cash free equal to 4% of the gross amount of any subordinate,
               mezzanine and / or equity financing, obtained by Client arranged
               by the Consultant payable to the Consultant directly from closing
               proceeds; and
          c)   For any direct business Joint Ventures between Company and
               Consultant, these shall be divided equally and for any services
               rendered for M & A work these shall be assessed and agreed to on
               a case-by-case basis.


     SECTION 4.      EXPENSES. Client shall pay the Consultant, on a monthly
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     basis, all costs and out-of-pocket expenses incurred by the Consultant in
     connection with its obligations and duties under this Agreement; provided,
     however, that the Consultant shall obtain the prior written consent of
     Client for any single item of expense in excess of $100. Client's consent
     hereunder shall not be unreasonably withheld or delayed.

     SECTION 5.      NON-EXCLUSIVITY. The parties hereto acknowledge that
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     Consultant have been retained by Client on a non-exclusive basis. If Client
     or any principal thereof or any one affiliated with Client or its
     principals arranges financing with any person or entity introduced by the
     Consultant within five (5) years from such introduction, the Consultant
     shall be entitled to the compensation referred to in Section 3 above.

     SECTION 6.      FULL COOPERATION. In connection with the activities of the
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     Consultant on behalf of Client, Client will cooperate with the Consultant
     and will furnish the Consultant and the Consultant's representatives


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     with all information and data concerning Client as may be required in
     connection with the Consultant's services hereunder. Client will also
     provide Consultant and the Consultant's representatives with access to
     Client's officers, directors, employees, agents, representatives,
     independent accountants and legal counsel.

     SECTION 7.      REPRESENTATIONS. Client warrants and represents to the
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     Consultant that this Agreement does not conflict with any other agreement
     binding Client. Client warrants and represents to the Consultant, that
     Client is fully authorized to offer and pay the Consultant's compensation
     referred to in Section 3 above.

     Client warrants and represents to the Consultant that to the best of
     Client's knowledge all information provided or made available to the
     Consultant (including, but not limited to, all information contained in our
     Business Plan) will, at all times during the period of this engagement, be
     complete and correct, will contain all material facts, and will not omit to
     state a material fact necessary in order to make the statements therein not
     misleading in the light of the circumstances under which such statements
     are made.

     Client further warrants and represents to the Consultant that any
     projections provided by Client to the Consultant (whether before, on or
     after the date hereof) have been prepared in good faith and are based upon
     reasonable assumptions. Client acknowledges and agrees that in rendering
     the Consultant's services hereunder, the Consultant will be using and
     relying upon the information (and information available from public sources
     and other sources deemed reliable by the Consultant) without independent
     verification thereof or independent appraisal of any of Client's assets by
     the Consultant and that the Consultant assume no responsibility for the
     accuracy of the information or any other information regarding Client or
     any financing. Any advice rendered by the Consultant pursuant hereto may
     not be publicly disclosed or otherwise utilized without the Consultant's
     prior written consent.

     SECTION 8.      NOT A BROKER-DEALER. Client understands that the Consultant
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     is not a registered broker/dealer, that the Consultant's activities on
     Client's behalf in connection with any financing, will be limited to the
     identification of prospective broker-dealers, and that the Consultant has
     not been engaged to effect any transaction with respect to Client's
     securities for Client or others.

     SECTION 9.      INDEMNIFICATION. Client agrees to indemnify and hold
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     harmless the Consultant, and any company controlling the Consultant or
     controlled by the Consultant, and their respective officers, agents and
     employees to the full extent lawful, from the against any losses, claims,
     damages or liabilities (including reasonable counsel fees) related to or
     arising out of this agreement or in connection with a financing and to
     reimburse the party entitled to be indemnified hereunder for all reasonable
     expenses (including reasonable counsel fees) as may incurred by such party
     in connection with investigating, preparing or defending any such action or
     claim; provided, however, that Client shall not indemnify and hold harmless
     the Consultant or any such other person for any liability attributable to
     the Consultant's or such other person's gross negligence or willful
     misconduct or to the Consultant's breach of the Consultant's obligations
     hereunder.

     The Consultant agrees to indemnify and hold harmless Client and its
     officers, agents and employees to the full extent lawful, from and against
     any losses, claims, damages or liabilities (including full extent lawful,
     from and against any losses, claims, damages or liabilities (including
     reasonable counsel fees) relating to the Consultant's gross negligence,
     willful misconduct or breach of its obligations hereunder and to reimburse
     the party entitled to be indemnified hereunder for all reasonable expenses
     (including reasonable counsel fees) as may be incurred by such party in
     connection with investigating, preparing or defending any such action or
     claim; provided, however, that the Consultant shall not indemnify and hold
     harmless Client or any such other person for any liability attributable to
     Client's or such other person's gross negligence or willful misconduct or
     to Client's breach of its obligations hereunder; and provide, further, that
     the Consultant's maximum liability hereunder shall not exceed the amount or
     monetary value (determined on a liquidity basis) of any compensation
     received by the Consultant pursuant to Section 3 hereof.

     SECTION 10.      WAIVER OF BREACH. The failure by Client to exercise any
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     rights or powers hereunder shall not be construed as a waiver thereof. The
     waiver by Client of a breach of any provision of this Agreement by the
     Consultant shall not operate nor be construed as a waiver of any subsequent
     breach by the Consultant.

          SECTION 11. NOTICES. All notices, requests, demands and other
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     communications which are required or permitted under this Agreement shall
     be in writing and shall be deemed sufficiently given upon receipt if
     personally delivered, faxed, sent by recognized national overnight courier
     or mailed by certified mail, return receipt requested, to the address of
     the parties set forth above. Such notices shall be deemed to be given (i)
     when delivered personally, (ii) one day after being sent by overnight
     courier carrier of (iii) three days after being mailed, respectively.


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     SECTION 12.      TERM. This Agreement shall be for a term commencing on the
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     date hereof and ending in one (1) year with an automatic extension for an
     additional one (1) year in the event that the Consultant is successful in
     arranging any subordinate, mezzanine and / or equity financing.

     SECTION 13.      GOVERNING LAW. This Agreement shall be governed by, and
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     construed in accordance with, the internal laws of the State of New Jersey.

     SECTION 14.      ENTIRE AGREEMENT AMENDMENTS. This Agreement contains the
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     entire agreement and understanding between the parties and supersedes and
     preempts any prior understandings or agreements, whether written or oral.
     The provisions of this Agreement may be amended or waived only with the
     prior written consent of Client and the Consultant.

     SECTION 15.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding
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     upon, inure to the benefit of, and shall be enforceable by the Consultant
     and Client and their respective successors and assigns; provided, however,
     that the rights and obligations of the Consultant under this Agreement
     (with the exception of those rights in Section 3 hereof) shall not be
     assignable.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement:


WIEN GROUP INC.


By:      /s/ Alain Hirsch
         ------------------------
Name:    Alan D. Hirsch
Title:   Executive Vice-President


GSI TECHNOLOGIES USA INC.


By:      /s/ Michel de Montigny
         ------------------------
Name:    Michel de Montigny
Title:   Power of Attorney


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