EXHIBIT 10.3

                              CONSULTING AGREEMENT

This  consulting  agreement (the "Agreement) is entered into between Extensions,
Inc.,  (the  "Company)  and MATTHEW DAHSE ("DAHSE" or the "Consultants") for the
purpose  of engaging the Consultants to act as Business Development agent to the
Company  to  assist  in  and  executing  on  the  company's  business  plan
"Development".  This  Development  will  include (i) drafting of agreements (ii)
Assistance  in  drafting  a  business  plan  (iii)  Assistance  in Research (iv)
coordination  of  the execution of documents and activities of other experts who
participate  in  the  Development.  (v) Assistance in Development of  Strategies

1.     Retention  and Services.  The Company hereby retains the Consultants as a
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Development  consultant  in connection with the structuring, drafting, filing of
the necessary documents in endeavoring to achieve a successful conclusion of the
business plan.  Introductions to professionals and other consultants made by the
Consultants  will  be  considered  non exclusive for purposes of this Agreement.
Documents  prepared  in  connection  with  this  Agreement  shall  be considered
property of the Company.  The Consultants will use their reasonable best efforts
to  structure,  draft,  present and negotiate on behalf of Company to accomplish
the  Development  of  the  Company's  business  plan.  Upon  execution  of  this
Agreement,  the Consultants will meet with the Company at its offices in Houston
Texas,  to  review  the available resources, time frames, and develop a critical
path  for  execution  of  the  proposed  strategy.


1.     Information  provided  by  the  Company.  In  connection  with activities
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hereunder,  the  Company  will  furnish  the  Consultants and their counsel upon
request  with  all material and information regarding the business and financial
condition  of  the  Company  available  to  the Company (all such information so
furnished being the "Information").  The Consultants will perform due diligence,
however,  the Company recognizes and confirms that the Consultants: (a) will use
and  rely  primarily  on  the  Information  and  on  information  available from
generally  recognized  public sources in performing the services contemplated by
the  Agreement  without  having  independently  verified  the same; (b) does not
assume  responsibility  for  the accuracy or completeness of the Information and
such  other  information;  (c)  will  not make an appraisal of any securities or
assets  of  the  Company;  and  (d) retains the right to continue to perform due
diligence  during  the  course of the engagement.  The Consultants agree to keep
the  information  confidential,  so long as it is and remains non-public, unless
disclosure  is  required  by  law  or  requested by any government or regulatory
agency  or  body,  and  the  Consultants  will  not  make use thereof, except in
connection  with  their  services  hereunder  for  the  Company.

2.     Use of Name.  The Company agrees that any reference to the Consultants in
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any  release, communication, or material distributed to prospective investors or
lenders  is  subject  to  the  Consultants'  prior  written  approval.  If  the
Consultants resign prior to the dissemination of any such release, communication
or  material,  no  reference  shall  be  made  therein  to  the  Consultants

3.     Use  of Advice.  No advice rendered by the Consultants in connection with
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the  services  performed  by  the Consultants pursuant to this Agreement will be
quoted  by  either  party hereto, nor will any such advice be referred to in any
report,  document,  release  or  other  communication,  whether written or oral,
prepared,  issued  or  transmitted  by  such  party or any Person or corporation
controlling,  controlled  by  or  under  common  control  with such party or any
director,  officer, employee, agent or representative of any such party thereof,
without  the  prior  written  authorization of all parties hereto, except to the
extent  required by law (in which case the appropriate party shall so advise the
other in writing prior to such use and shall consult with the other with respect
to  the  form  and  timing of disclosure), provided that the foregoing shall not
prohibit  appropriate  internal  communication or reference with respect to such
advice  internally  within  such  parties.

4.     Compensation.  As  full  payment for services rendered and to be rendered
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hereunder  by  the  Consultants,  the  Company  agrees to pay the Consultants as
follows:



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4  (a)     The  Company  will  pay the sum of $4,500 per month to the account of
Matthew  Dahse.  This  will  represent  the  initial  month to month retainer to
assist  with  the  hard  cost  incurred  by  Matthew  Dahse  in  executing  this
Development.

4(b)     The  Company  will  issue  5,000,000  shares of Common Stock to Matthew
Dahse  upon  acceptance  and  execution  of  this  agreement.

5.     Representations  and  Warranties.  The Company represents and warrants to
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the  Consultants  that  this  Agreement  has  been duly authorized, executed and
delivered  by  the  Company, and, assuming the due execution by the Consultants,
constitutes  a  legal,  valid  and  binding Agreement of the Company enforceable
against  the Company in accordance with its terms.  The Company represents that,
to  the  best  of its knowledge, the Information will not, when delivered at any
closing  of a financing, contain any untrue statement of a material fact or omit
to  state  a  material fact necessary to make the statements therein in light of
the circumstances under which they were made not misleading.  The Company agrees
to  advise  the Consultants promptly of the occurrence of any event or any other
change  prior  to  any  closing  known  to  it  which results in the Information
containing  any  untrue  statement  of  a material fact or omitting to state any
material  fact  necessary  to make the statements contained therein, in light of
the  circumstances  under  which  they  were  made,  not  misleading.

6.     Indemnity.  In  partial  consideration  of  the  services  to be rendered
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hereunder,  the  Company  agrees to indemnify the Consultants in accordance with
Schedule  A  attached  hereto.  Other  identified Corporation(s) will be working
with  the  Consultants  on  this  transaction and the Consultants will take full
responsibility for the compensation of all Other Corporation(s), except that the
Company  agrees  to  indemnify  Other  Corporation(s),  and their principals, in
accordance  with  Schedule A attached, hereto, as though they were parties named
therein.

7.     Conditions  of  Engagement.  It  is understood that the execution of this
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Agreement  shall  not  be  deemed  or construed as obligating the Consultants or
Company  to  place  any  financing.

8.     Survival  of  Certain  Provisions.  The  indemnity  and  contribution
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Agreements contained in Schedule A to this Agreement and the representations and
warranties  of the Company contained in Section 5 of this Agreement shall remain
operative  and in full force and effect regardless of (a) any investigation made
by  or  on behalf of Consultants, or any Person controlling them, (b) completion
of  the  financing, (c) the resignation of the Consultants or any termination of
the  Consultants'  services  or (d) any termination of this Agreement, and shall
inure  to  the  benefit  of  any  successors,  assigns,  heirs  and  Personal
representatives of the Company, the Consultants, the Indemnified parties and any
such  Person.

9.     Notices.  Notice  given  pursuant  to  any  of  the  provisions  of  this
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Agreement  shall  be  in  writing and shall be mailed or delivered (a) if to the
Company,  at  the  addresses  set forth above, and (b) if to Consultants, at the
offices  of  123  North  Post  Oak  Lane,  Suite  405  Houston,  Texas  77024.

10.      Counterparts.  This  Agreement  may  be  executed  in  two  or  more
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counterparts  and  the  counterparts,  when executed, shall constitute a single,
enforceable  document.  The signature on counterparts may be transmitted by fax,
with  documents  so transmitted having the same force and effect as the executed
originals.

11.      Third  Party  Beneficiaries.  This  Agreement has been made and is made
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solely for the benefit of the Company, the Consultants and the other Indemnified
Persons  referred  to  in  Schedule A hereto and their respective successors and
assigns,  and no other Person shall acquire or have any right under or by virtue
of  this  Agreement.

12.      Construction.  This  Agreement incorporates the entire understanding of
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the  parties  and  supersedes  all  previous  Agreements relating to the subject
matter  hereof  should  they  exist  and  shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of  conflicts  of  law.

13.      Headings.  The section headings in this Agreement have been inserted as
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a  matter  of  convenience  of  reference  and  are  not part of this Agreement.


<PAGE>

14.      Press  Announcements.  At  any  time  after  the  consummation or other
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public  announcement  of  the  financing,  and  with the approval of the Company
(which  approval shall not be unreasonably withheld or delayed), the Consultants
may  at  their  own  expense  place  an  announcement  in  such  newspapers  and
publication as they may choose, stating that Consultants have acted as exclusive
financial  advisor  and  sole Conversion agent to the Company in connection with
the  financing  contemplated  by  this  Agreement.

15.      Amendment.  This  Agreement  may  not  be modified or amended except in
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writing  duly  executed  by  the  parties  hereto.

16.  Matters  for Arbitration.   The Parties agree that all questions or matters
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in  dispute  with  respect  to  this
       Agreement shall be submitted to arbitration pursuant to the terms hereof.

17.        Notice.   It shall be a condition precedent to the right of any Party
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to submit any matter to arbitration  pursuant to the provisions hereof, that any
Party  intending  to  refer  any matter to arbitration shall have given not less
than  five  business days' prior written notice of its intention to do so to the
other  Party  together  with  particulars  of  the  matter  in  dispute.  On the
expiration of such five business days the Party who gave such notice may proceed
to  refer  the  dispute  to  arbitration  as  provided  for  in  section  "18."
hereinbelow.

18.     Appointments.   The  Party  desiring  arbitration  shall  appoint  one
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arbitrator,  and shall notify the other Party of such appointment, and the other
Party  shall,  within five business days after receiving such notice, appoint an
arbitrator,  and  the two arbitrators so named, before proceeding to act, shall,
within  five  business days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be  chairman  of  the arbitration herein provided for.  If the other Party shall
fail  to  appoint an arbitrator within five business days after receiving notice
of the appointment of the first arbitrator, and if the two arbitrators appointed
by  the Parties shall be unable to agree on the appointment of the chairman, the
chairman  shall  be appointed in accordance with the Arbitration Act.  Except as
specifically otherwise provided in this section, the arbitration herein provided
for  shall  be conducted in accordance with such Arbitration Act.  The chairman,
or  in  the  case where only one arbitrator is appointed, the single arbitrator,
shall  fix  a  time  and  place  for  the  purpose  of  hearing the evidence and
representations  of  the  Parties, and he shall preside over the arbitration and
determine  all questions of procedure not provided for by the Arbitration Act or
this  section.  After  hearing any evidence and representations that the Parties
may submit, the single arbitrator, or the arbitrators, as the case may be, shall
make  an  award  and reduce the same to writing, and deliver one copy thereof to
each  of the Parties.  The expense of the arbitration shall be paid as specified
in  the  award.

19.        Award.   The  Parties  agree  that  the  award  of  a majority of the
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arbitrators,  or  in the case of a single arbitrator,  of such arbitrator, shall
be  final  and  binding  upon  each  of  them.

20.         Legal  Services.     The  Consultants  when  retained  will  be
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recommending  and  referring  legal  counsel  to  do
the  Conversion.  Further  it is understood that the Consultants are not lawyers
and  our  not  providing  directly  or  indirectly  any  legal  service.

Matthew  Dahse


By  __________________________________
     Matthew  Dahse

Extensions,  Inc.



By  __________________________________
     Crawford  Shaw
     President