Exhibit 10.4

                    LETTERHEAD OF C.K. COOPER & COMPANY, INC.


February 4, 2003


OLYMPIC RESOURCES, LTD.
525 - 999 Hastings Street
Vancouver, BC Canada V6C 2W2


Attention:  Mr. Daryl Pollock
            President & CEO



                                    RE: Financial Advisor - Business Combination

Gentlemen:

This letter agreement (the "Agreement") sets forth the terms and conditions
under which Olympic Resources Ltd. (the "Company" or "Olympic"), hereby engages
C. K. Cooper & Company, Inc. ("CKCC") to serve as exclusive financial advisor to
the Company, related to seeking out potential candidates for a form of business
combination.

16.  SERVICES: CKCC will act as exclusive financial advisor to the Company
     related to positioning the Company for a contemplated merger, sale or other
     form of business combination, contacting and screening potential
     candidates, advising the Company and the Board of Directors on each
     potential transaction and assisting in the process to close any type of
     agreed to transaction.

17.  COMPENSATION: The Company agrees to pay the following fees:

f)   The Company will to CKCC at the time of closing a fee equal to one percent
     (1%) of the Combined Transaction Enterprise Value. Combined Transaction
     Enterprise Value shall be defined as the combined value of equity for both
     entities, plus the combined value of debt, plus the combined value of
     preferred stock, less the combined value of cash and cash equivalents. Of
     this fee, equal to one percent, no more than ONE HUNDRED THOUSAND
     ($100,000) shall be paid in cash, with any amount in excess of ONE HUNDRED
     THOUSAND dollars being paid in stock, valued at the same value as the
     transaction. Such shares shall be subject to the same registration rights
     associated with the issuance of any securities as part of the transaction.

g)   In the event that CKCC provides services outside of the scope of this
     engagement letter, an amendment to this letter shall be drafted outlining
     separate terms and conditions for such services.

h)   Olympic, shall reimburse CKCC for all expenses incurred in relation to this
     engagement. Such expenses shall remain reasonable, with any one expense in
     excess of $1,000 requiring approval by Olympic prior to such expense being
     incurred.

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18.  INDEMNIFICATION: In addition to the payment of fees and reimbursements as
     outlined in Section or Paragraph 2 above, the Company agrees to indemnify
     C.K. Cooper & Company, its employees, directors, officers, agents, and each
     person, if any, who controls it within the meaning of either Section 20 of
     the Securities Exchange Act of 1934 or Section 15 of the Securities Act of
     1933, from and against any losses, claims, damages or liabilities,
     including all legal expenses reasonably incurred by an Indemnified Party in
     connection with the defense of any pending claim, action or proceeding
     resulting from liability caused by or arising out of an untrue statement or
     alleged untrue statement of a material fact or the omission or the alleged
     omission to state a material fact necessary in order to make the statement
     not misleading in light of the circumstances under which it was made where
     the genesis of such material statement or the duty to reveal an omitted
     material fact rests with the Company. However, C.K. Cooper & Company agrees
     to indemnify the Company, its employees, directors, officers, agents, and
     each person, if any, who controls it within the meaning of either Section
     20 of the Securities Exchange Act of 1934 or Section 15 of the Securities
     Act of 1933, from and against any losses, claims, damages or liabilities,
     joint or several including all legal or preparation for or defense of any
     threatened or pending claim, action or proceeding resulting from liability
     caused by or arising out of an untrue statement or alleged untrue statement
     of a material fact or the omission or the alleged omission to state a
     material fact necessary in order to make the statement not misleading in
     light of the circumstances under which it was made where the genesis of
     such material statement or the duty to reveal an omitted material fact
     rests with C.K. Cooper & Company.

19.  ROLE OF C. K. COOPER & COMPANY: As part of this engagement, CKCC shall act
     as financial advisor to the Company.

20.  ROLE OF OLYMPIC: As part of this engagement, CKCC will require the active
     involvement of the management of Olympic. The provision for and access to
     information must be made by the Company to allow CKCC to properly perform
     the services outlined herein.

21.  CONFIDENTIALITY: Both parties recognize, that the other may become privy to
     confidential information. Such information shall be maintained confidential
     and each party will undertake the responsibility to ensure that all
     advisors and affiliates abide by these confidentiality requirements.

22.  TERMINATION:

     Either party shall be able to terminate this engagement upon the provision
     of written notice. Such termination shall take effect within thirty days
     after the receipt of such written notice. In the event that Olympic enters
     into any form or business combination, or agreement with an entity that was
     introduced as a result of the efforts of CKCC, or utilizes information
     prepared by CKCC within twenty-four (24) months of termination, CKCC shall
     be entitled to all compensation that would be paid under the terms of this
     agreement.

23.  TERM: The term of this engagement shall be for twelve months from the date
     of engagement, which shall be February 1, 2003.

24.  ATTORNEY'S FEES: Each of the parties agree that if any of the parties or
     entities should institute legal proceedings to enforce the terms of this
     agreement, the prevailing party to such proceedings shall be entitled to,
     but not limited to, reasonable attorney fees and costs.

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25.  AMENDMENT: Any amendment to this Agreement must be in writing and signed by
     all parties hereto. In addition, this agreement takes precedent over any
     and all previous engagement letters signed between the two parties.

26.  ARBITRATION: Any dispute arising out of this Agreement shall be settled via
     Arbitration in a location acceptable to both parties.

27.  SUCCESSORS: This agreement and all rights and obligations hereunder shall
     be binding upon and insure to the benefit of each party's successors, but
     may not be assigned without the prior written consent of the other party,
     which may be withheld in its sold and absolute discretion.

28.  SEVERABILITY: If any term or provision of this Agreement or any
     applications hereof shall be invalid or unenforceable, the remainder of the
     Agreement and any other application of such provisions shall not be
     affected thereby.

29.  DUE DILIGENCE: CKCC shall have access to sufficient information from
     Olympic to maintain current and accurate due diligence files.

30.  Public Notice & Use of Name: Olympic shall not use the name of CKCC, in any
     form of marketing materials, or public press announcement without the prior
     written consent of CKCC. In the event that Olympic fails to receive prior
     written consent from CKCC, this agreement shall immediately terminate.

Please confirm the foregoing is in accordance with your understanding by signing
and returning to us the enclosed duplicate of this letter.

We look forward to continuing a successful working relationship with you.


                                            C. K. COOPER &
COMPANY, INC.

                                            /s/ Alexander G. Montano
                                            Alexander G. Montano
                                            Managing Director

Agreed to and Accepted as of the above date.

OLYMPIC RESOURCES, LTD.


By: /s/ Daryl Pollock
        Mr. Daryl Pollock
        President & CEO



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