Exhibit 10.3




CONSULTING SERVICES AGREEMENT - CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") made by and between Duncan Cleworth
individually ("Consultant") and Stock Market Solutions, Inc.. ("Company") as of
June 1, 2003.

WITNESSETH WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and WHEREAS, Consultant shall provide Company with strategic planning
and marketing consulting services and is desirous of performing such services
for the Company; and WHEREAS, the Company wishes to induce Consultant to provide
these consulting services to the Company, NOW, THEREFORE, in consideration of
the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT The Company hereby engages Consultant and Consultant agrees to
render various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERM The term of this Agreement began June 1, 2003 and shall terminate one
year from such date.
3. SERVICES During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management, marketing,
strategic planning, corporate organization and structure, sales matters, and
coordinating SEC reporting compliance in connection with the operations of the
business of the Company. The parties hereby confirm and acknowledge that the
services rendered by Consultant hereunder: (a) consist and will consist of bona
fide services rendered and to be rendered to Company, (b) are not and will not
be in connection with the offer or sale of securities in capital raising or
merger transactions, and (c) do not and will not promote or maintain a market
for the securities of Company.
4. DUTIES OF THE COMPANY The Company shall provide Consultant and its counsel,
on a regular and timely basis, with all data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by Consultant and its counsel, and shall advise
Consultant of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph. The Company shall
promptly supply Consultant and its counsel with full and complete copies of all
brochures or other sales materials relating to its products and services and
such other information as the request.
5. COMPENSATION The Company shall issue to Consultant an aggregate of 850,000
shares of its common stock for the services. Our attorney will prepare the S-8
registration statement for the 850,000 shares and the required legal opinion.
The Company shall be responsible for all other expenses of this filing, such as
edgarization, accounting and the SEC filing fee. This compensation in its
entirety is deemed fully earned upon commencement of services under of this
agreement, is not contingent and is non-refundable.
6. REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been
made a continuing representation of the accuracy of any and all facts, material
information and data which it supplies to Consultant and its counsel and
acknowledges its awareness that Consultant and its counsel will rely on such
continuing functions. Consultant and its counsel in the absence of notice in
writing from the Company will rely on the continuing accuracy of material,
information and data supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services. The
Company agrees to indemnify, hold harmless and defend Consultant and its counsel
from any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. MISCELLANEOUS Termination: This Agreement may be terminated by
Consultant upon written notice to the Company for a material breach of this
contract which shall be effective five (5) business days from the date of such
notice. All compensation shall be retained upon such termination. Modification:
This Agreement sets forth the entire understanding of the Parties with respect
to the subject matter hereof, and may be amended only in a writing signed by
both parties. Notices: Any notices required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number, as the Party shall have furnished
in writing to the other Party. Waiver: Any waiver by either Party of a breach of
any provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more occasions will not be
considered a waiver or deprive the other Party of the right thereafter to insist
upon adherence to that term of any other term or this Agreement. Assignment: The
Shares under this Agreement are assignable at the discretion of the Consultant.
Severability: If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances. Disagreements: Any
dispute or other disagreement arising from or out of this Agreement shall be
submitted to arbitration under the rules of the American Arbitration Association
and the decision of the arbitrator(s) shall be enforceable in any court having
jurisdiction thereof. Arbitration shall occur only in Las Vegas, NV. The
interpretation and the enforcement of this Agreement shall be governed by Nevada
law as applied to residents of Nevada relating to contracts executed in and to
be performed solely within Nevada In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbitrator(s)) shall be entitled to
recover that Party's reasonable attorney's fees incurred
(as determined by the arbitrator(s)).

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as follows:
Signature of Contractor

Name:

Duncan Cleworth

Signature: _______________________________



Name: Stock Market Solutions, Inc.

 Signature:  _______________________________
             Richard Smitten President / CEO