Filed by Automated Filing Services Inc. (604) 609-0244 - Ikona Gear International, Inc. - Exhibit 10.6







EXHIBIT 10.6 


 CONSULTING AGREEMENT

	 	THIS AGREEMENT made as of the 1st day of December, 2003, 
	 	 
	BETWEEN: 	IKONA GEAR INTERNATIONAL, INC., a corporation incorporated pursuant
        to the laws of the State of Nevada, 

       Suite 880 

        609 Granville Street 

        P.O. Box 10321 Pacific Centre

        Vancouver, B.C.           V7Y
        1G5 

       (hereinafter referred to as “Ikona” or the “Company”)
      

       OF THE FIRST PART 

       - and - 

       CAZGELD CAPITAL CORPORATION, a corporation incorporated pursuant
        to the laws of the Province of Ontario, 

       Suite 1002 

        347 Bay Street 

        Toronto, ON          M5H
        2R7 

       (hereinafter referred to as "Cazgeld” or “Consultant”)
      

       OF THE SECOND PART



                                  WHEREAS
  Ikona has now reached certain milestones in its business and is desirous of
  acquiring an investor relations service to inform the North American brokerage
  and investment communities and the public at large of its achievements and opportunities
  (the “Service”); 

                                   AND
  WHEREAS Cazgeld is in the business of providing the Service and is desirous
  of providing the Service to Ikona for a fee; 

                                   NOW
  THEREFORE in consideration of the sum of $10.00 now paid by each party to the
  other, the receipt and sufficiency of which are hereby acknowledged, and the
  mutual covenants herein contained, the Parties agree as follows: 


SERVICES 


	1.	Ikona and Cazgeld agree that the Service, provided by Cazgeld to Ikona,
      shall include but not be limited to:







 

	 	a)
	 assisting Ikona in the packaging of
        information for dissemination to the North American and European brokerage
        and investment communities and the public at large,

	 	 	 
	 	b) 
	disseminating information, provided
        by Ikona to Cazgeld, to the North American and European brokerage and
        investment communities and the public at large,

	 	 	 
	 	c) 
	sourcing media coverage including but
        not limited to news print and trade journals, to disseminate information
        provided to Cazgeld by Ikona,

	 	 	 
	 	d) 
	assisting Ikona in sourcing and negotiating
        funding for Ikona, if and when requested by Ikona.

	 	 
	 	Cazgeld agrees that no information,
        statements or other communications may be made, published or disseminated
        on behalf of Ikona under this Agreement without Ikona’s prior review
        and approval. Cazgeld shall have no authority to bind Ikona in any manner
        to any contract, agreement or undertaking whatsoever, and shall make no
        representation to any third party inconsistent with this limitation. In
        performing services hereunder, Cazgeld shall make no statement, utterance,
        communication or publication that misrepresents any material fact or is
        materially misleading. Cazgeld agrees to indemnify, defend and hold harmless
        Ikona, and its officers, directors and affiliates, from any breach of
        any covenant cotained in this Agreement.

	 	 	 
	2.
	Ikona and Cazgeld hereby
        agree that they shall at all times, during the operation of this agreement,
        comply with the terms and requirements of all securities regulatory authorities
        including the U.S. Securities Exchange Commission (the “SEC”)
        and any acts and regulations associated therewith.

	 	 	 
	3.
	The term of this Agreement
        shall commence on December 1, 2003, and terminate on November 30, 2005
        (the “Term”). Notwithstanding the Term of this Agreement, each
        party will have the right to terminate this Agreement on June 1, 2004,
        (the “Date”) by giving the other notification of such termination
        in writing. If neither party terminates this Agreement on the Date, then
        this Agreement will be in full force and effect for the Term and may only
        be terminated by either party, in writing, upon the material breach, by
        Ikona or Cazgeld, of any term of this Agreement. In addition, Ikona shall
        have the right to terminate this Agreement for Cause, as that term is
        defined in paragraph 7 below. Upon termination of this Agreement, Cazgeld
        shall have no further right to receive fees or other compensation under
        this Agreement.

	 	 	 
	4.
	Ikona and Cazgeld hereby
        agree that each party will pay their own expenses with respect to executing
        this Agreement and providing the Service with the exception of extraordinary
        items to be agreed upon in advance by both parties.

	 	 	 
	FEE

	 	 	 
	5.
	Ikona Gear Corp. a subsidiary
        of Ikona Gear International, Inc. will pay Cazgeld a cash fee of three
        thousand dollars ($3,000.00) in Canadian funds on the first day of each
        Service month, Cazgeld agrees to look solely to Ikona Gear Corp. for payment
        of the cash fee.

	 	 	 
	6.
	Ikona will issue Cazgeld,
        as soon as practical, options to acquire three hundred thousand (300,000)
        common shares of Ikona (the “Options”) and shall enter into
        an option agreement (the “Option Agreement”) with Cazgeld as
        follows:









 

	 	 	NO. OF SHARES	EXERCISE PRICE PER SHARE	VESTING
	 	 	  50,000 shares	@ $1.00 U.S. per share	on the signing of this agreement
	 	 	100,000 shares	@ $1.50 U.S. per share	on June 2, 2004
	 	 	150,000 shares	@ $2.00 U.S. per share	on January 1, 2005




	 	The Options shall be exercisable subject
        to the terms of the Option Agreement. If the agreement is terminated effective
        June 1, 2004, by either party, then the Options vesting after that date
        shall immediately be cancelled and returned to Ikona and shall not be
        eligible for exercise by Cazgeld. Ikona agrees that Cazgeld shall be entitled
        to exercise the Options upon or after vesting, subject to the terms of
        the Option Agreement, and subject to the provisions of paragraph 7 below.
        The options may not be transferred or assigned by Cazgeld without the
        express written consent by Ikona.

	 	 
	7.	Notwithstanding the foregoing, the Securities
        described in paragraph 6 shall be forfeited and surrendered to the Company
        for cancellation if this Agreement is terminated by the Company for Cause.
        For the purposes of this Agreement, the term "for Cause" shall mean (i)Consultant
        shall commit a material breach of this Agreement which breach shall remain
        uncured for a period of thirty (30) days after written notice by the Company
        of such breach, (ii) Consultant is convicted of any felony or is shown
        to have engaged in any act of dishonesty detrimental to the Company or
        fraud upon the Company, or any of its affiliated companies, or any of
        its customers or clients, (iii) Consultant has been grossly negligent
        in the performance of his duties or responsibilities, or (iv) Consultant
        shall engage in or aid and abet any violation of any federal or state
        securities law, or an action has been commenced by the Commission or any
        state securities commission against the Consultant or any entity controlled
        by or under the common control of Consultant alleging a violation of federal
        or state securities laws.

	 	 
	8.	The Consultant shall pay all applicable
        taxes which are assessed against it as a result of its receipt of compensation
        under this Agreement, and the Company shall not withhold any such taxes
        from the compensation paid to the Consultant. Consultant agrees to indemnify
        and hold harmless the Company, together with its officers and directors,
        with respect to any such taxes or other assessments which may be due and
        payable as a result of the payment or receipt of compensation hereunder.

	 	 
	9.	If during the Term Cazgeld procures
        for Ikona funding upon terms and conditions acceptable to Ikona, in its
        sole discretion, Ikona agrees to pay to Cazgeld a fee equal to 7% of the
        net proceeds received by Ikona from an investor identified and procured
        by Cazgeld. Such fee shall be payable upon receipt by Ikona of investment
        proceeds in such increments and installments as funding is made.

	 	 
	10.	Indemnification. The Company
        shall indemnify and hold Consultant and his representatives and agents
        (including his attorneys and advisors) (together, the "Consultant Indemnified
        Parties), harmless against any and all liabilities, claims and lawsuits,
        including any and all awards and/or judgments to which they may become
        subject under the Securities Act or any other federal or state statute,
        or at common law or otherwise, insofar as said liabilities, claims and
        lawsuits (including awards and/or judgments) arise out of or are in connection
        with this Agreement, except to the extent such liabilities, claims and
        lawsuits are due primarily to Consultant's negligence or misconduct. In
        addition, the Company shall also indemnify and hold the Consultant Indemnified
        Parties harmless against any and all costs and expenses, including reasonable
        legal fees incurred or related to the foregoing.

	 	 
	 	Consultant shall indemnify
        and hold the Company and each of its officers, directors,









 

	 	employees, representative, agents (including its
        attorneys and advisors), sureties, guarantors, and each person who controls
        the Company within the meaning of Section 15 of the Securities and Exchange
        Act of 1934 (together, the "Company Indemnified Parties"), harmless against
        any and all liabilities, claims and lawsuits, including any and all awards
        and/or judgments to which they may become subject under the Securities
        Act or any other federal or state statute, or at common law or otherwise,
        insofar as said liabilities, claims and lawsuits (including awards and/or
        judgments) arise out of or are in connection with this Agreement, except
        to the extent such liabilities, claims and lawsuits are due primarily
        to the Company's negligence or misconduct. In addition, Consultant shall
        also indemnify and hold the Company Indemnified Parties harmless against
        any and all costs and expenses, including reasonable legal fees incurred
        or related to the foregoing.

	 	 
	 	                      The
        indemnified party shall give the other party prompt notice of any such
        liability, claims or lawsuit which it contends is the subject matter of
        such party's right to indemnification hereunder and the other party thereupon
        shall be granted the right to take any and all necessary and proper action,
        at its sole cost and expense, with respect to such liability, claim or
        lawsuit, excepting therefrom any and all proceeds or hearings before any
        regulatory bodies and/or authorities.

	 	 
	11.	Registration Rights.

	 	 
	 	                      11.1.
        On or before June 30, 2004, the Company shall use its best efforts to
        cause to be prepared and filed with the SEC a Registration Statement registering
        for sale the shares of common stock issuable upon exercise of the Options
        granted to Cazgeld (the “Securities”) referred to above (the
        "Registration Statement").

	 	 
	 	                      11.2.
        In connection with the preparation and filing of the Registration Statement,
        the Company agrees to (i) use its best efforts to cause such Registration
        Statement to become and remain effective; (ii) prepare and file with the
        SEC such amendments and supplements to such Registration Statement as
        may be necessary to keep such Registration Statement effective for a period
        of not less than 120 days; (iii) furnish to the Consultant such number
        of copies of a prospectus, including a preliminary prospectus, in conformity
        with the requirements of the Securities Act of 1933, as amended (the "Act"),
        and such other documents as Consultant may reasonably request in order
        to facilitate the disposition of the shares of Common Stock; and (iv)
        use its best efforts to register and qualify the shares of Common Stock
        covered by such Registration Statement under the Blue Sky laws of the
        State of Colorado for the distribution of the securities covered by the
        Registration Statement. The Consultant agrees to cooperate in all reasonable
        respects with the preparation and filing of the Registration Statement.

	 	 
	 	                      11.3.
        All fees and other expenses incurred in connection with the registration,
        offering and distribution of the shares of Common Stock shall be borne
        by the Company, including, without limitation, fees of the Company's legal
        counsel, Securities and Exchange Commission filing fees, Blue Sky filing
        fees, printing costs, accounting fees costs, transfer agent fees, and
        any other miscellaneous costs and disbursements. Consultant shall be liable
        for any and all underwriting discounts, brokerage commissions or other
        fees or expenses incurred in connection with the sale or other disposition
        by Consultant of the shares of Common Stock covered by the Registration
        Statement.

	 	 
	 	                      11.4.
        To the extent permitted by law, Consultant will indemnify and hold harmless
        the Company, and its directors, officers, employees, agents and representatives,
        as well as its controlling persons (within the meaning of the Act) against
        any losses, claims, damages,








 

	 	liabilities, or expenses, including without
        limitation, attorney's fees and disbursements, which arise out of or are
        based upon any violation by Consultant of the Act or under the Securities
        Exchange Act of 1934, or any rule or regulation promulgated thereunder
        applicable to Consultant, or arise out of or are based upon any untrue
        statement or alleged untrue statement of any material fact contained in
        the Registration Statement, or arise out of or are based upon the omission
        or alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading, but
        only to the extent that such untrue statement or alleged untrue statement
        or omission, or alleged omission was made in such Registration Statement
        in reliance upon and in conformity with information furnished by Consultant
        in writing, expressly for use in connection with such Registration Statement.

                             11.5.
        To the extent permitted by law, the Company will indemnify and hold harmless
        Consultant, including its officers, directors, employees, agents, and
        representatives, against any losses, claims, damages, liabilities, or
        expenses, including without limitation attorney's fees and disbursements,
        to which Consultant may become subject under the Act to the extent that
        such losses, claims, damages or liabilities arise out of or are based
        upon any violation by the Company of the Act or under the Securities Exchange
        Act of 1934, or any rule or regulation promulgated thereunder applicable
        to the Company, or arise out of or are based upon any untrue or alleged
        untrue statement of any material fact contained in the Registration Statement,
        or arise out of or are based upon the omission or alleged omission to
        state therein a material fact required to be stated therein or necessary
        to make the statements therein not misleading, or arise out of any violation
        by the Company of any rule or regulation promulgated under the Act applicable
        to the Company and relating to action or inaction required of the Company
        in connection with such Registration Statement; provided, however, that
        the indemnity agreement contained in this paragraph shall not apply to
        any loss, damage or liability to the extent that same arises out of or
        is based upon an untrue statement or omission made in connection with
        such Registration Statement in reliance upon and in conformity with information
        furnished in writing expressly for use in connection with such Registration
        Statement by Consultant.

                             11.6.
        Consultant undertakes to comply with all applicable laws governing the
        distribution of securities in connection with Consultant's sale of Common
        Stock of the Company, including, without limitation, Regulation M under
        the Securities Exchange Act of 1934, and to notify the Company of any
        changes in Consultant's plan of distribution, including the determination
        of the public offering price and any dealer concession or discount so
        that the Company can sticker or amend the Registration Statement as the
        Company deems appropriate in its sole discretion.

	 	 
	12.	Performance and Other Engagements.

                             Throughout
        the term of this Agreement, it is understood that Consultant will only
        provide services to the Company on a part-time basis and, subject to the
        provisions concerning competition herein below set forth, may perform
        the same or similar services for other persons or entities not inconsistent
        with his undertakings hereunder.

	 	 
	13.	Representations and Warranties of the Consultant.

                             13.1.
        The Consultant hereby represents and warrants to the Company that there
        are no agreements or binding obligations enforceable against the Consultant
        which would be violated by his entering into this Agreement or providing
        the services to be provided hereunder.









 

	 	                      13.2.
        No Other Information Relied Upon.

                                      Consultant
        represents, warrants and agrees that he has been afforded the opportunity
        to make, and has made, all such investigation of the Company and its financial
        condition, business affairs and prospects as it deems appropriate. Consultant
        acknowledges receipt of such information as he deems necessary or appropriate
        as a prudent and knowledgeable investor in evaluating the Company, the
        Securities referred to above. Consultant acknowledges that the Company
        has made available to him the opportunity to obtain additional information
        to evaluate the merits and risks of this Agreement. Consultant acknowledges
        that he has had the opportunity to ask questions of the Company and, to
        the extent he availed himself of such opportunity, Consultant received
        satisfactory answers from the Company, its affiliates, associates, officers
        and directors.

                           
        13.3. Nature of the Risk.

                                
           Consultant represents, warrants and agrees that he understands
        that the Company's business is, by its nature, speculative; that Consultant
        is aware that the financial resources of the Company are extremely limited
        and that it is very likely that the Company will require additional capital,
        and there is no assurance that such capital will be available if necessary;
        that Consultant is familiar with the high degree of risk that is involved
        in the Company's business, and that Consultant is financially able and
        willing to accept the substantial risk involved in such investment, including
        the risk of loss of the entire amount invested.

	 	 
	14.	Confidentiality.

                             Consultant
        for himself and his employees covenants with the Company that all information
        concerning its methods, processes, plans of acquisition, research, markets,
        plans, strategies, distributors, dealers, customers, clients and vendors
        collectively are and constitute the trade secrets and confidential proprietary
        information of the Company. Consultant covenants and agrees for himself
        and his employees that he will not (except as required in the course of
        his services for the Company), during the term of this Agreement or thereafter,
        communicate or divulge to, or use for the benefit of himself or any other
        person, firm, association, or corporation, without the consent of the
        Company, any trade secrets or confidential and proprietary information
        of the Company or other confidential matters possessed, owned, or used
        by the Company that may be communicated to, acquired by, or learned of
        by him or his employees in the course of or as a result of his services
        for the Company. All records, disks, tapes, stored information on any
        medium, files, memoranda, reports, price lists, customer lists, drawings,
        plans, sketches, documents, equipment, and the like, relating to the business
        of the Company, which Consultant or his employees shall use or prepare
        or come into contact with, shall remain the sole property of the Company,
        and upon termination of this Agreement, shall, together with all copies
        in the possession of Consultant, be delivered to the Company.

                             Notwithstanding
        the foregoing, the restrictions on disclosure and use of information and
        materials as set forth in this Section 10 shall not apply to the following,
        and the following is not confidential or proprietary information: (1)
        any information or materials which were generally available to the public
        at the time made available to Consultant by the Company; (2) any








 

	 	information or materials which become,
        without breach of this Section 10 and through no fault of Consultant,
        generally available to the public; (3) any information or materials which
        Consultant has received from other sources prior to the date of this Agreement,
        subject to no restrictions on disclosure applicable to Consultant; and
        (4) any information or materials which Consultant at any time lawfully
        obtains from a third party who is not under any obligation of secrecy
        or confidentiality to the Company, under circumstances permitting disclosure
        by Consultant to others without restriction.

	 	 
	15.
   	Non-Interference with Employees.

                            
        15.1. Consultant covenants with the Company that employees of or consultants
        to the Company and employees of and consultants to firms, corporations
        or entities affiliated with the Company have, of necessity, been exposed
        to and have acquired certain knowledge, understandings, and know-how concerning
        the Company's business operations which is confidential information and
        proprietary to the Company.

                            
        15.2. In order to protect the Company's confidential information and to
        promote and insure the continuity of the Company's contractual relations
        with its employees and consultants, Consultant covenants and agrees that
        for the term of this Agreement, and for a period of 12 months from the
        date this Agreement terminates, he will not directly or indirectly, or
        permit or encourage others to directly or indirectly (i) interfere in
        any manner whatsoever with the Company's contractual or other relations
        with any or all of its employees or consultants, or (ii) induce or attempt
        to induce any employee or consultant to the Company to cease performing
        services for or on behalf of the Company

                            
        15.3. In the event any court of competent jurisdiction determines or holds
        that all or any portion of the covenants contained in this Section 15
        are unlawful, invalid, or unenforceable for any reasons, then the parties
        hereto agree to modify the provisions of this Section 15 if and only to
        the extent necessary to render the covenants herein contained enforceable
        and otherwise in conformance with all legal requirements.

      

	 	 
	16.
   	Clients and Customers.

                            
        16.1. Consultant covenants with the Company that the clients and customers
        of the Company, both actual and contemplated, constitute actual and prospective
        business relationships which are proprietary to the Company and comprise,
        in part, the Company's confidential information and trade secrets.

                            
        16.2. In order to protect the Company's proprietary rights and to promote
        and ensure the continuity of the Company's contractual relations with
        its customers and clients, Consultant covenants and agrees that for the
        term of this Agreement, and for a period of 12 months from the date this
        Agreement terminates, he will not directly or indirectly, or permit or
        encourage others to directly or indirectly (i) interfere in any manner
        whatsoever with the Company's contractual or prospective relations with
        any clients or customers, or (ii) induce or attempt to induce any client
        or customer of the Company to cease doing business with the Company, or
        (iii) solicit, offer to retain, or retain, or in any other manner engage
        or enter into any business or other arrangement with any of the Company's
        customers or clients to provide any services or products to any of such
        customers or clients as they may from time to time exist or be constituted,
        except and unless such arrangement for the provision of products or services
        is not in any way competitive with the

      









 

	 	
        products or services actually provided by the Company to its clients
          or customers or proposed to be provided by the Company to its clients
          or customers.

                              
          16.3. In the event any court of competent jurisdiction determines or
          holds that all or any portions of the covenants contained in this Section
          16 are unlawful, invalid or unenforceable for any reason, then the parties
          hereto agree to modify the provisions of this Section 16 if and only
          to the extent necessary to render the covenants herein contained enforceable
          and otherwise in conformance with all legal requirements.

      

	 	 
	GENERAL
	 	 
	17.	This Agreement is made pursuant to the
        laws of the State of Nevada and shall be construed, interpreted and enforced
        in accordance therewith.

	 	 
	18.	Time shall be of the essence of this
        agreement.

	 	 
	19.	This agreement shall enure to the benefit
        of and be binding upon the parties hereto and their respective heirs,
        executors, administrators, successors and assigns.

	 	 
	20.	This Agreement may be assignable, in
        whole or in part, by Cazgeld to a third party upon the prior written approval
        of Ikona.

	 	 
	21.	This agreement may be executed in one
        or more counterparts, each of which so executed shall constitute one and
        the same agreement.



THE PARTIES hereto have executed this agreement as of the date first above
  written.



	IKONA GEAR INTERNATIONAL, INC.	 	 
	per:	 	 
	 	 	 
	 	 	 
	Authorized Signing Officer	 	Name and Title
	 	 	 
	CAZGELD CAPITAL CORPORATION	 	 
	per:	 	 
	 	 	 
	 	 	 
	Authorized Signing Officer	 	Name and Title