Filed by Automated Filing Services Inc. (604) 609-0244 - Ikona Gear International, Inc. - Exhibit 10.2






Exhibit 10.2



  CONSULTING SERVICES AGREEMENT

 DATE                               
  November 1, 2002

  PARTIES

	 (1)	IKONA GEAR INTERNATIONAL,
        INC., c/o Suite 880, 609 Granville St.,Vancouver, British Columbia,
        Canada V7Y 1G5 (“the Company"); and

	 	 	 
	(2)	LAITH I. NOSH and/or
        Nominees, of 5830 Granville Street., West Vancouver, British Columbia,
        Canada V6M 3C7 ("the Executive").

	 	 	 
	OPERATIVE PROVISIONS
	 	 	 
	1.	INTERPRETATION

	 	 	 
	1.1	 In this Agreement the following
        words and expressions shall have the following meanings:

       "the Board" means the board of directors of the
        Company as from time to time constituted or any duly appointed committee
        of the Board;

       "Group Company" means any company which is a
        directly or indirectly held subsidiary undertaking of the Company.

	 	 	 
	1.2	 The headings contained
        in this Agreement are for convenience only and do not form part of and
        shall not affect the construction of this Agreement or any part of it.

	 	 	 
	2.	APPOINTMENT

	 	 	 
	2.1	 The Company hereby appoints
        the Executive and the Executive agrees to provide services to the Company
        as President and Chief Executive Officer of global operations. The Executive
        will be invited to join the Board.

	 	 	 
	2.2 	The Company may assign this
        Agreement to a wholly-owned subsidiary, once incorporated in other jurisdictions,
        on the condition that the Company shall guarantee payment of all entitlements
        due to the Executive pursuant to this Agreement.

	 	 	 
	3.	TERM AND NOTICE

	 	 	 
	3.1	 The consulting services
        of the Executive shall commence at the earliest date he shall be available.
        The services of the executive shall continue thereafter unless and until
        terminated by:

	 	 	 
	 	(A)	the Executive giving to the Company
        not less than six (6) months' notice.

	 	 	 
	4.	DUTIES

	 	 	 
	4.1 	The Executive shall during
        the performance of his services:









 

	 	(A)
	exercise such powers and perform such
        duties in relation to the business of the Company or of any Group Company
        as may from time to time be vested in or assigned to him by the Board;

	 	 	 
	 	(B)
	well and faithfully serve the Company
        and any relevant Group Companies to the best of his ability and carry
        out his duties in a proper and efficient manner and use his best endeavours
        to promote and maintain their interests and reputation.

	 	 	 
	4.2 	In performance of his duties
        the Executive shall:

	 	 	 
	 	(A)
	work such hours as are necessary for
        the proper performance of his duties;

	 	 	 
	 	(B)
	perform his duties at such location
        in Canada as the Board and the Executive shall agree, whether on a permanent
        or temporary basis;

	 	 	 
	 	(C)
	travel to such places (whether inside
        or outside Canada) in such manner and on such occasions as the Board may
        from time to time reasonably require; and

	 	 	 
	 	(D)
	if so required by the Board, perform
        his duties hereunder jointly with such other person or persons as the
        Board may from time to time reasonably require.

	 	 
	5.	FEES

	 	 
	5.1 	The Company shall remunerate
        the Executive for his services under this Agreement with a basic gross
        fee (“Basic Gross Fee”) based on $90,000 per annum or $7,500
        per month (inclusive of any director's fees payable to him by the Company
        or any Group Company) which shall accrue from day to day and shall be
        payable in arrears through equal monthly instalments on or about the 27th
        day of every month (or pro rata where the Executive is only employed during
        part of a month).

	 	 
	5.2	 Such fees shall be reviewed
        by the Board on November 1st in each calendar year with the first such
        review to take place on November 1st 2003 and subject to upward review
        only.

	 	 
	5.3	 The Company shall be entitled
        to deduct from any sums payable to the Executive (including salary) all
        sums whether statutory or corporate from time to time owed by the Executive
        to the Company or to any Group Company howsoever arising.

	 	 
	6.	EXPENSES

	 	 
	6.1 	The Company shall reimburse
        the Executive all reasonable travelling, appropriate hotel, entertainment
        and other out of pocket expenses properly incurred by him in the performance
        of his duties under this Agreement subject to his compliance with the
        Company's then current guidelines, if any, relating to expenses and to
        the production, if required, of receipts, vouchers or other supporting
        documents.

	 	 
	6.2 	In respect of air travel,
        full fare economy class tickets for business travel will be reimbursed,
        unless otherwise agreed by mutual consent.

	 	 
	6.3	 The Company shall reimburse
        the costs of the Executive's professional institutional memberships.









 

	7.	
        BONUS SCHEME

         The Executive shall during the continuance of his consulting services,
          in addition to the Basic Gross Fee payable to him pursuant to clause
          5.1 be entitled to be paid bonuses of such amounts as shall be calculated
          in accordance with the Company’s bonus scheme for the Executive
          at such time as the company adopts and the board of directors approves
          of a bonus or incentives based plan for the Company.

      

	 	 
	8.	CAR ALLOWANCE

	 	 
	8.1	 The Company shall provide a car allowance
        of $1,150 per month (exclusive of Tax) for the Executive during this Agreement
        and shall be reviewed by the Board on November 1st in each calendar year
        with the first such review to take place on November 1st 2003 and subject
        to upward review only.

	 	 
	8.2 	The Company shall pay all reasonable
        running costs including fuel, whether for business or private use, comprehensive
        insurance and maintenance.

	 	 
	9.	SHARE OPTIONS

	 	 
	9.1 	At such time as the Company adopts and
        the board of directors approves of a Stock Option Plan for the Company,
        the Executive will be granted options in recognition of continuing and
        future services.

	 	 
	9.2 	The Executive shall exercise his stock
        options in accordance with the terms and provisions of the Company’s
        stock option plan at such time as the Company adopts its Stock Option
        Plan.

	 	 
	10.	PENSIONS, HEALTH AND MEDICAL INSURANCE

	 	 
	10.1 	The Company shall not be required to
        make any provision (other than in compliance with any statutory requirement
        in such respect to which the Company shall be subject) towards the Executive's
        pension arrangements in respect of his first year of service with the
        Company. The Board will implement suitable provisions by the Company (in
        addition to any provisions made in compliance with any statutory requirement
        in such respect to which the Company shall be subject) towards the Executive's
        pension arrangements in respect of his service with the Company from the
        first anniversary of the commencement of consulting services pursuant
        to this Agreement being an amount not less than 20% per annum of the Executive's
        Basic Gross Salary.

	 	 
	10.2	 The Company will provide extended healthcare
        coverage to the Executive based on acceptable terms and conditions as
        approved by the board of directors on an annual basis.

	 	 
	10.3 	At such time as the board approves a
        suitable pension scheme for the Company, the Company will provide pension
        plan coverage for the Executive in a form approved by the board and that
        meets the Government’s stakeholder requirements.

	 	 
	11.	ILLNESS

	 	 
	11.1	 In the event of illness or other incapacity
        beyond his control as a result of which he is unable to perform his duties
        the Executive shall remain entitled to receive his salary in full for
        any









 

	 	continuous period of 3 months
        or an aggregate period of 50 days' absence in any consecutive twelve month
        period subject to:

	 	 	 
	 	(A)
	compliance with the Company's procedures
        relating to sickness notification, statutory sick pay and self-certification
        to cover absence from work due to sickness or other incapacity and to
        the provision of medical certificates and/or (at the Company's discretion)
        undergoing a medical examination by a doctor appointed by the Company.
        The Executive shall co-operate in ensuring the prompt delivery of such
        report to the Company and authorise his own medical practitioner to supply
        all such information as may be required by that doctor and, if so requested
        by the Company, authorise his medical practitioner to disclose to the
        Company his opinion of the Executive's state of health;

	 	 	 
	11.2 	The Executive shall be entitled
        to twenty (20) working days' holiday (in addition to the normal bank and
        other public holidays) in each calendar year commencing on 1 January in
        each year (which shall accrue on a monthly basis and of which not more
        than 15 working days may be taken consecutively). Holidays shall be taken
        at such times as the Board shall consider most convenient having regard
        to the requirements of the Company's business. The Executive's holiday
        entitlement shall be reviewed and adjusted by mutual agreement between
        the Executive and the Board.

	 	 	 
	11.3	 If at the end of the calendar
        year the Executive has accrued holiday entitlement which he has not taken
        he shall be entitled to carry forward any days into the following calendar
        year.

	 	 	 
	11.4 	The Executive may take days
        in lieu as holiday for any days worked in a weekend for the Company on
        a pro-rata day-for-day basis.

	 	 	 
	11.5 	The Company reserves the
        right, at its absolute discretion, to require the Executive to take any
        outstanding holiday during any notice period or to make payment in lieu
        thereof.

	 	 	 
	12.	DATA PROTECTION

	 	 	 
	12.1	The Company will hold computer
        records and personnel files relating to the Executive. These will include
        the Executive's resume, references, bank details, performance appraisals,
        holiday and sickness records, salary reviews and remuneration details
        and other records. The Company requires such personal data for personnel,
        administration and management purposes and to comply with its obligations
        regarding the keeping of employee/worker records. The Executive's right
        of access to this data is as prescribed by law.

	 	 	 
	12.2 	The Executive hereby agrees
        that the Company may process personal data relating to him for personnel,
        administration and management purposes and may, when necessary for those
        purposes, make such data available to its advisers, to parties providing
        products and/or services to the Company (including, without limitation,
        IT systems suppliers, pension, benefits and payroll administrators), to
        regulatory authorities (including the Canada Customs and Revenue Agency),
        to any potential purchasers of or investors in the Company or its business
        (on a confidential basis) and as required by law.









 

	14.	GRIEVANCE AND DISCIPLINARY PROCEDURES

	 	 
	14.1	 If the Executive has any grievance
        about his consulting services or any disciplinary decision relating to
        him he should write to the Board. The grievance will be dealt with by
        discussion and a majority decision of those present at the relevant Board
        meeting at which the grievance is discussed.

	 	 
	15.	GENERAL

	 	 
	15.1 	No failure or delay by either party
        in exercising any right, power or privilege under this Agreement shall
        operate as a waiver thereof nor shall any single or partial exercise by
        either party of any right, power or privilege hereunder preclude any further
        exercise thereof or the exercise of any other right, power or privilege.

	 	 
	15.2	 There are no collective agreements
        which affect the terms and conditions of the consulting services of the
        Executive hereunder.

	 	 
	If any of the provisions of this Agreement are
      held to be invalid or unenforceable, the remaining provisions shall nevertheless
      continue to be valid and enforceable to the extent permitted by the law.
	 	 
	 15.3 	All financial amounts are slated in
        Canadian Dollars unless otherwise specified.

	 	 
	16.	 EXTENT AND SUBSISTENCE OF AGREEMENT

       This Agreement supersedes all other agreements other
        than those expressly referred to in this Agreement whether written or
        oral between the Company and the Executive relating to the services of
        the Executive. The Executive acknowledges and warrants to the Company
        that he is not entering into this Agreement in reliance upon any representation
        not expressly set out herein.



IN WITNESS whereof a duly authorized representative
  of the Company has executed this Agreement and the Executive has executed this
  Agreement as his Deed on the date of this Agreement.

	SIGNED by	)	 
	for and on behalf of	)	 
	IKONA GEAR INTERNATIONAL, INC. in	)	 
	the presence of:	)	 
	 	 	 
	Witness’ Signature:	 	 
	Witness’ Name:	 	 
	Address:	 	 
	Occupation:	 	 
	SIGNED by	)	 
	For and on behalf of	)	 
	the said LAITH I. NOSH	)	 
	as his deed in the presence of:	)	 
	 	 	 
	Witness’ Signature:	 	 
	Witness’ Name:	 	 
	Address:	 	 
	Occupation: