EXHIBIT 10.2

                              CONSULTING AGREEMENT
                                     BETWEEN
                               MR. RODGER J. COWAN
                                       AND
                           GREEN DOLPHIN SYSTEMS CORP.


         THIS CONSULTING AGREEMENT ("Agreement") is made and entered into in
duplicate this 20th day of May 2003 ("Effective Date"), by and between Green
Dolphin Systems Corp., a Delaware corporation ("Corporation"), on the one hand
and Rodger J. Cowan an individual, ("Consultant"), on the other hand.

                                    RECITALS

         A.       The Board of Directors of the Corporation have determined that
                  it is in the best interests of the Corporation and its
                  shareholders that the Corporation retain the services of a
                  Consultant to consult with the (i) Board of Directors of the
                  Corporation ("Board"), (ii) officers of the Corporation, and
                  (iii) administrative staff of the Corporation concerning
                  issues which may occur relating to the business of the
                  Corporation, including assisting the Corporation in preparing
                  to expand its operations.

         B.       It is the desire of the Corporation to engage the services of
                  the Consultant, on an independent contractor basis, to consult
                  with the (i) Board (ii) officers of the Corporation, and (iii)
                  administrative staff of the Corporation concerning issues
                  which may occur relating to the business of the Corporation,
                  including assisting the Corporation, in preparing to expand
                  its operations.

         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 2004. 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 2004.


<PAGE>
2.       Consideration: The Consultant shall receive from the Corporation an
         aggregate of Six Hundred and Fifty Thousand Shares (650,000) of the
         Corporation's $0.001 par value common stock ("Shares") which shall be
         registered by the Corporation with the SEC on Form S-8 (the "Form S-8")
         of the Securities Act of 1933, as amended, as soon as practicable
         following the execution of this Agreement. 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. The Six Hundred and Fifty Thousand Shares shall be
         delivered to the Consultant one day after the effectiveness of the Form
         S-8.

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 Consultant services to be performed shall include, but
         not be limited to:

         a.       Marketing and Distribution: The Consultant shall assist the
                  Corporation in the marketing and distribution of the
                  Corporation and its product line.

         b.       Networking: The Consultant may provide certain professional
                  networking opportunities for the Corporation. Such
                  opportunities may include introductions to, and the
                  formulation and maintenance of relationships with, key
                  business and potential buyers of the Corporation's product
                  line in the United States and Europe.

         c.       International Agents: The Consultant shall specifically assist
                  the Corporation in identifying, qualifying and establishing a
                  network of distributors to represent the Corporation's product
                  line in North America and elsewhere as may be agreed to
                  between the Consultant and the Corporation. The Consultant
                  shall, among other things, conduct demonstrations, training
                  and promotions detailing the benefits of the Corporation's
                  products to prospective distributors. The Consultant shall
                  also serve as a technical support liaison to the distribution
                  network. The Consultant shall not enter agreements on behalf
                  of the Corporation or bind the Corporation to any third party.
                  The Corporation shall enter into such distribution agreements
                  with distributors as it may determine in its sole discretion.

                                       2
<PAGE>
4.       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.

5.       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.

6.       Notices: All notices, requests, demands or other communications
         pursuant to this Agreement shall be in writing or by telex or facsimile
         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:       Green Dolphin Systems Corp.
                                               7160 Small Creek Way Drive
                                               Powell, Tennessee, U.S.A. 37849
                                               Telephone: (865) 947-0298
                                               Fax:       (865) 947-3966
                  If to the Consultant:        Rodger J. Cowan
                                               2451 Queen Street East, Suite 20,
                                               Toronto, Ontario M4E 1H7
                                               Telephone:
                                               Fax:

                                       3
<PAGE>
or at such other address as the party affected may designate in a written notice
to such other party in compliance with this paragraph.

7.       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.

8.       Termination: Green Dolphin Systems Corp., 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:

         1.       By Green Dolphin Systems Corp.

         (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,

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

         (2)      By Consultant

         (i)      If Green Dolphin Systems Corp., 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 Green Dolphin Systems Corp., 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
                  Green Dolphin Systems Corp., to Consultant are determined to
                  be materially false or misleading.


                                       4
<PAGE>
9.       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 Toronto, Ontario effective as of the date specified in the preamble
of this Agreement.


GREEN DOLPHIN SYSTEMS CORP.                               RODGER J. COWAN
a Delaware corporation                                    an Individual



By:  /s/ Nicholas Plessas                                 /s/ Rodger J. Cowan
     --------------------                                 -------------------
     Nicholas Plessas                                     Rodger J. Cowan
     President, Director                                  Consultant
     7160 Small Creek Way Drive
     Powell, Tennessee, U.S.A. 37849





























                                       5