Filed by Automated Filing Services Inc. (604) 609-0244 - Ikona Gear International, Inc. - Exhibit 10.3







EXHIBIT 10.3 


	CONSULTING AGREEMENT made this 1st day of March 2003
	 	 
	BETWEEN:	IKONA GEAR INTERNATIONAL INC
	 	c/o 609 Granville Street, Suite 880
	 	Vancouver, BC V7Y 1G5
	 	(hereinafter called the “Company”)
	 	 
	AND:	110980 Investments Ltd.
	 	5865 Marine Drive
	 	West Vancouver, BC V7W 2S1
	 	(hereinafter called the “Consultant”)


WHERAS:

	 	A.
	The Company is involved in the development
        and commercialization of a patented gear technology.

	 	 	 
	 	B. 
	The Company wishes to retain the Consultant
        to provide certain management services to the Company, and therefore enters
        into this Agreement.

	 	 	 
	

        NOW THEREFORE THIS AGREEMENT WITNESSES that the parties mutually covenant
          and agree as follows:

         DUTIES OF THE CONSULTANT

      

	 	 
	1.	The Consultant will provide
        general corporate finance and business development services pursuant to
        the terms and conditions of this Agreement. These services are to be of
        a consulting nature.

	 	 
	2.	The Consultant will provide
        the following services to the Company:

	 	 	 
	 	(a)
	raising seed capital

	 	 	 
	 	(b)
	developing a corporate structure

	 	 	 
	 	(c)
	coordinating and organizing show and
        tells and investor relations activities;

	 	 	 
	 	(d)
	assisting in maintaining the Company’s
        business plan;

	 	 	 
	 	(e)
	working with the president of the Company
        and MCSI Consulting Services Inc. (“MCSI”) on corporate development;

	 	 	 
	 	(f)
	coordinating and supervising with MCSI
        the Company’s going public initiative;

	 	 	 
	 	(g)
	seeking out and negotiating financing(s)
        of the Company as required from time to time to carry out Company business;

	 	 	 
	 	(h)
	strategic and action-oriented business
        planning and implementation; and

	 	 	 
	 	(i)
	providing all services reasonably required
        of a Director of the Company, and Executive Vice President in charge of
        Business Development and Corporate Finance.

	 	 
	3.	The Consultant will, during
        the continuance of this Agreement, devote sufficient time to the business
        of the Company, for the performance of the said services faithfully, diligently,
        to the best of its abilities and in the best interests of the Company.

	 	 
	4.	The term of this Agreement
        will be for one year commencing March 1, 2003.









 

	5.	Provided that the Consultant
        is not in default hereunder, this Agreement will automatically renew for
        a further one year term, and will successfully renew for further one year
        terms, unless the Consultant or the Company gives the other party 60 days
        notice of non-renewal, in which this Agreement will terminate.

	 	 
	6.	For the Consultant’s
        provision of services under this agreement, the Company will pay $7,500
        per month to the Consultant together with reimbursement for all pre-approved
        expenses incurred in the course of performing its services. The Consultant
        will render invoices periodically, which are payable upon presentation.

	 	 
	7.	The Consultant or its principal,
        Denise Broderick may acquire shares in the Company.

	 	 	 
	 	(a)
	the Consultant acknowledges that the
        shares may be subject to securities regulations restrictions. Full efforts
        will be made by the Company and its officers and directors to have all
        restrictions removed as quickly as possible.

	 	 	 
	 	(b)
	Previous cash advances by the Consultant
        or its personnel will be converted into US$0.25 seed capital in the Company.

	 	 
	8.	The Consultant or its personnel
        will be entitled to a commensurate number of stock options offered to
        the Directors of the Company for its services.

	 	 
	RESTRICTIONS ON THE CONSULTANT
	 	 
	9.	The Consultant or its personnel
        will not engage in any business which reasonably may detract from, compete
        with, or conflict with its duties to the Company without the consent of
        the Board of Directors of the Company. Furthermore, the Consultant or
        it personnel will not serve in any capacity with a competitor of the Company
        during the term(s) of this Agreement.

	 	 
	10.
 	The Consultant or its personnel
        will not, except as authorized or required by its duties, reveal or divulge
        to any person or companies any of the trade secrets, secret or confidential
        operations, processes or dealings or any information concerning the organization,
        business, finances, transactions or other affairs of the Company, which
        may come to its knowledge during the term of this Agreement and will keep
        in complete secrecy all confidential information entrusted to it and will
        not use or attempt to use any such information in any manner which may
        injure or cause loss either directly or indirectly to the Company’s
        business or may be likely so to do. This restriction will continue to
        apply after the termination of this Agreement without limit in point of
        time but will cease to apply three years after termination of this Agreement
        or at such time as such information or knowledge comes into the public
        domain.

	 	 
	TERMINATION
	 	 
	11.	This Agreement may be terminated
        by either party without notice and damages sought if at any time:

	 	 	 
	 	(a)
	the other party commits a material breach
        of a provision of this Agreement;

	 	 	 
	 	(b)
	the other party is unable or unwilling
        to perform the duties under this Agreement;

	 	 	 
	 	(c)
	the other party commits fraud or serious
        neglect or misconduct in the discharge of its or his duties hereunder
        or under the law; or

	 	 	 
	 	(d)
	the other party becomes bankrupt or
        makes any arrangement or compromise with its or his creditors.

	 	 	 
	ASSIGNMENT
	 	 	 
	12.	This Agreement may not be
        assigned by any party except with the written consent of the other party.









 

	GENERAL
	 	 
	13.	Time will be of the essence
        of this Agreement.

	 	 
	14.	The parties will from time
        to time after the execution of this Agreement make, do, execute or cause
        or permit to be made, done or executed all such further and other acts,
        deeds, things, devices and assurances in law whatsoever as may be required
        to carry out the true intention and to give full force and effect to this
        Agreement.

	 	 
	15.	This Agreement embodies
        the entire agreement and undertaking between the parties hereto and supersedes
        all prior agreements and undertakings, whether oral or written, relative
        to the subject matter hereof.

	 	 
	16.	The following will be applied
        in interpreting this Agreement:

	 	 	 
	 	(a)
	this Agreement will ensure to the benefit
        of and be binding upon each of the parties hereto and their respective
        successors and permitted assigns;

	 	 	 
	 	(b)
	any reference to the Company or the
        Consultant will include their heirs, executors, administrators, successors
        and assigns;

	 	 	 
	 	(c)
	if any provision of this Agreement or
        any part of it is found or determined to be invalid such provision will
        be severable from this Agreement and the remainder of this Agreement will
        be construed as if such invalid provision or part had been deleted from
        this Agreement; and

	 	 	 
	 	(d)
	this Agreement and all matters arising
        under it will be governed by the laws of British Columbia.

	 	 	 
	17.	Any notice, direction or
        instrument required or permitted to be given hereunder will be given in
        writing and be mailed, postage prepaid or delivered by one party to the
        other at the addresses on page one. Any notice, direction or other instrument
        if delivered will be deemed to be given or made on the day on which it
        was delivered or if mailed, will be deemed to have been given or made
        on the third business day following the day on which it was mailed, provided
        that if there should be a postal strike, slow down or other labour dispute
        which might affect the delivery of such notice through the mail between
        the time of mailing and the actual receipt of notice then such notice
        will only be effective if actually delivered. Any party may, from time
        to time, give notice of any change of its respective address and, in such
        event, the address of such party will be deemed to be changed accordingly.



IN WITNESS WHEREOF the parties have executed this Agreement as of the
  date first above written.

	    	IKONA GEAR INTERNATIONAL, INC.	 	110980 INVESTMENTS LTD.
	 	 	 	 
	 	Laith Nosh, President	 	Denise Broderick, President