Filed by Automated Filing Services Inc. (604) 609-0244 - Ikona Gear International, Inc. - Exhibit 10.4







EXHIBIT 10.4 



INDEPENDENT CONTRACTOR AGREEMENT 


 THIS CONSULTING AGREEMENT (this “Agreement”) is
  made by and between Ikona Gear International, Inc., a Nevada corporation (the
  “Company”), and Raymond L. Polman (the “Consultant”), and
  made effective as of the 1st day of December, 2003. 


RECITALS 


           A.         
  The Consultant has significant experience in providing Chief Financial Officer
  services to early stage public companies. 

           B.          
  The Company is in the business of developing and marketing and patented gearing
  technology and associated engineering services that provide size and weight
  reductions, and operating efficiencies for gearing applications (the “Business”).


           C.          
  The Company wishes to retain the services of the Consultant and the Consultant
  wishes to provide services to the Company as an independent contractor, on behalf
  of the Company, in the development and pursuit of the Company’s Business.


           D.          
  The Company and the Consultant intend that neither of their relationship nor
  any provision of this Agreement shall be interpreted as creating an employer-employee,
  master-servant, agency, partnership or joint venture relationship between them,
  and that Consultant will conduct the services specified under this Agreement
  as an independent contractor. 


AGREEMENT 



NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:


           1)  Consulting
  Services and Hours Required. 

                      (a)
  Consultant agrees to provide the Company with such services or advice, analysis
  and expertise regarding the corporate finance and public company SEC filings
  and associated administrative advice regarding other aspects of the Business
  (the “Services”). 

                      (b)
  Consultant agrees to provide an aggregate number of 35 hours per week in delivering
  the Services during the term of this Agreement to fulfill its responsibilities
  as reasonably requested by the President of the Company. 

                     
  (c) Consultant agrees that the Services will be provided solely by Raymond L.
  Polman, as a qualified Chartered Accountant in the Province of British Columbia.


           2) 
  Compensation. As consideration for the performance of the Services by
  Consultant in accordance with the terms of this Agreement, the Company shall
  pay Consultant: 

	 	a) 	Fees: - a fee of $7,500 per month which shall be
        increased to US$ 7,500 upon the earlier of the Company receiving an additional
        $1,000,000 in new financing, or within 6 months of December 1, 2003. 

	 	 	 
	 	b) 	Participation in Public Company Stock Option Program:
        The Consultant will be entitled to receive 341,000 non-statutory stock
        options with no fewer than 100,000 options vesting immediately and the
        remaining 241,000 options vesting on a monthly pro-rata basis over a period
        of 24 months. 

	 	 	 
	 	c) 	The vesting on these options will accelerate on the
        sale of the company which results in all shareholders receiving for all
        of their shares, either cash or shares in a public company with a market
        cap of at least $500 million, or whatever other market cap is deemed adequate
        by the board of directors of the Company 









           3.          
  Office Space and Expenses. Consultant shall be based in Vancouver, British
  Columbia, but shall be performing the Services at sites to be determined by
  the Company including periodic trips to client or financier destinations. The
  Company agrees to reimburse the Consultant for any and all reasonable travel
  and business expenses incurred by Consultant in connection with the performance
  of the documentation to the Company may be reasonably requested (“Expenses”).


           4.          
  Term. The term of this Agreement shall commence on the date hereof and
  shall continue for a minimum of three months pursuant to Paragraph 10 (the “Term”)
  or terminated pursuant to Paragraph 11. 

           5.          
  Benefits: Insurance. Consultant is not an employee of the Company and
  is not entitled to participate in any plans, arrangements, or distributions
  by the Company for its employees including, but not limited to, pension, profit
  sharing, bonus, medical insurance, dental insurance, life insurance, disability
  insurance, vacation and/or sick leave plans or arrangements. Consultant hereby
  waives any right it may subsequently be deemed to have to any such benefits
  of the Company in the event that its status is characterized in a way that would
  otherwise entitle it to such benefits. 

           6.           
  Independent Contractor: Payment of Taxes and Fees: Qualifications. 

                     (a)
  The parties understand and agree that Consultant is an independent contractor
  engaged in the operation of its own business ant that Consultant shall not be
  considered an employee, servant or agent of, or partner or venturer with, the
  Company for any purpose whatsoever. The parties further agree that Consultant
  has no general authority to enter into any contract, assume any obligations
  or make any warranties or representations on behalf of the Company except as
  otherwise specifically authorized by the Company. In addition, Consultant shall
  not hold itself out or otherwise represent itself as an employee, servant or
  agent of, or partner or venturer with, the Company except as otherwise specifically
  authorized by the Company. 

                      (b)
  To the extent provided by law, Consultant shall have the sole and absolute discretion
  and judgment as to the manner and means of carrying out its business activities.
  The Company shall have no right to control or direct and shall in fact exercise
  no control over Consultant’s duties hereunder and shall not have any say
  in the details or manner in which the duties are carried out. Consultant shall
  provide proof to the Company, if requested, that it has obtained all necessary
  licenses, paid all necessary fees, filed all necessary tax returns, paid all
  income, self employment and excise taxes or other taxes necessary, and filed
  and paid all premiums necessary and consistent with its status as an independent
  contractor. Consultant shall hold harmless and defend the Company against all
  claims, losses and damages arising from or connected with the breach of its
  obligations under this provision. 

                      (c)
  Consultant shall, at its own expense, pay all fees arising directly out of its
  performance of this Agreement. Persons performing work for Consultant in accordance
  with this Agreement are employees of Consultant and Consultant is solely responsible
  for payment of all payroll taxes, benefits, worker’s compensation, trust
  fund contributions and other deductions, withholdings and contributions under
  applicable laws and agreements pertaining to other persons performing work for
  Consultant in accordance with this Agreement. Upon request of the Company, Consultant
  shall provide proof of having made such payments, contributions, deductions
  and withholdings. The Company shall not be responsible for any payments, benefits,
  contributions, deductions or withholdings with regard to employees of Consultant.


                      (d)
  Consultant represents and warrants that Consultant has the expertise, qualifications,
  training and capability to perform the Services. Consultant is solely responsible
  for the training of any employees of Consultant assigned to perform services
  in accordance with this Agreement. 

           7.          Confidentiality:
  Non-Solicitation/Compete. 

                      (a)
  Consultant acknowledges that the Company’s business and future success
  depends on preservation of trade secrets and other confidential, proprietary
  information concerning the Company, its affiliates, its celebrity sponsors,
  product or service endorsers, participants in the Company’s marketing,
  gearing and engineering development programs and customers (“Secrets”).
  These Secrets include, without limitation: all business plans and marketing
  strategies, relationships developed in the course of the Business; information
  concerning existing and prospective markets and customers; financial information;
  information concerning the development of new products and services; and technical
  and non-technical data related to software programs, designs, specifications,
  compilations, inventions, improvements, methods, processes, procedures and techniques;
  provided, however, that the phrase does not include information that (a) was
  lawfully in Consultant’s possession prior to disclosure of such information
  by the Company; (b) was, or at any time becomes, available in the public domain
  other than through a violation of this Agreement; (c) is documented by Consultant
  as having been developed by Consultant outside the scope of Consultant’s
  Service and independently; or (d) is furnished to 








 Consultant by a third party not under an obligation of confidentiality
  to the Company. Consultant agrees to protect and preserve these Secrets as confidential
  both during and indefinitely after the term of this Agreement, whether the Secrets
  are contained in a tangible medium, or merely remembered, whether wholly or
  partly developed by Consultant or provided to Consultant. Consultant will disclose,
  in whole or in part, in public or in private, any of these secrets except as
  specifically directed by the Company. 

                     (b)
  Consultant shall neither use nor allow any other person to use any of the Secrets
  in any way, except for the benefit of the Company. All tangible material containing
  or in any way disclosing any Secret is the company’s exclusive property,
  shall not be removed from the premises of the Company without specific consent
  from the Company and shall be returned to the Company on the termination of
  this Agreement, or at any earlier request of the Company. At such time, Consultant
  shall also assemble all tangible items of work-in-progress, notes, plans, and
  other materials related in any way to the Services and shall promptly deliver
  such material to the Company. 

                      (c)
  During the period beginning on the date hereof and ending one (1) year after
  the termination of Consultant’s engagement with the Company, the Consultant
  covenants and agrees that the Consultant shall not: 

	 	(i) 	directly or indirectly manage, operate,
        control, serve as a consultant to, be employed by, participate in, own
        or invest in any business which competes directly with the Business of
        the Company (except for the passive ownership of up to 5% of the common
        stock of any publicly-traded company);

	 	 	 
	 	(ii)	hire, offer to hire, entice away or
        in any other manner persuade or attempt to persuade any officer, employee
        or agent of the Company to alter or discontinue his or her relationship
        with the Company;

	 	 	 
	 	(iii)	directly or indirectly solicit, divert,
        or attempt to solicit, circumvent or divert any customers, celebrity sponsors,
        participants in the Company’s marketing, sales or nutritional programs
        or business the Company; or

	 	 	 
	 	(iv)	directly or indirectly solicit, divert,
        or in any other manner persuade or attempt to persuade any supplier or
        the Company to alter or discontinue its relationship with the Company.



           The
  Company and the Consultant agree that this provision does not impose an undue
  hardship on the Consultant and is not injurious to the public; that this provision
  is necessary to protect the valuable goodwill and the business of the Company;
  that the nature of the Consultant’s responsibilities with the Company under
  this Agreement require the Consultant to have access to confidential information
  which is valuable and confidential to the Company; and that the scope of this
  Section is reasonable in terms of length and geographic scope. 

                     (d)
  Consultant acknowledges and agrees that the covenants contained in this Paragraph
  7 shall supplement, rather than replace, any other rights or remedies the Company
  may have under applicable law for the protection of its properties, trade secrets
  and Business. 

                     (e)
  During the term of this Agreement and for an indefinite period following its
  termination, Consultant will not directly or indirectly make statements or take
  actions that tend to disparage the reputation of the Company to third parties.
  During the term of this Agreement and for an indefinite period following its
  termination, the executive officers of the Company will not directly or indirectly
  make statements or take actions which tend to disparage the reputation of the
  Consultant to third parties, provided, however, that this provision does not
  in any way restrict the Company from reporting to investors and others or taking
  action as appropriate in the normal course of business. 

           8.          
  Proprietary Rights. All ownership, copyright, patent, trade secrecy,
  works, inventions, improvements, discoveries, processes or other properties
  made or conceived by Consultant during the term of this Agreement (or within
  six (6) months thereafter) which relate to the Services, or which result from
  any work performed by Consultant for the Company, or which make use of the Company’s
  services, equipment, supplies, facilities or trade secrets (the “Rights
  and Properties”), shall be the rights and property solely of the Company,
  whether developed independently by Consultant or jointly with others, and whether
  or not the Company uses, registers, or markets the same. Consultant hereby transfers
  and assigns to the Company all of the foregoing, whether now existing or hereafter
  coming into existence. Consultant hereby waives any and all “moral rights”
  that may be applicable to any of the foregoing, for any and all uses, alterations,
  and exploitation thereof by the Company or its successors, assigns, or licensees.








          9.          
  Certain Remedies. The harm to the Company from any breach of Consultant’s
  obligations under or related to Paragraphs 7 and 8 may be difficult to determine
  and may be wholly or partially irreparable. Thus, the Company may enforce such
  obligations by seeking an injunction as well as by damages and other appropriate
  relief. Consultant further agrees that any profits made in violation of Paragraphs
  7 or 8 shall be held in constructive trust for the Company.

           10.          
  Renewal: The Agreement may be renewed month by month upon written consent
  of the parties.

           11.          
  Termination. Except as provided in Paragraph 12, this Agreement and the
  rights and obligations of the parties hereunder shall immediately terminate
  upon the expiration of the Term. Consultant may terminate this Agreement if
  payments and grants pursuant to Paragraph 2 are not kept current. The Company
  may have a 21 day period to cure any defects in this regard. Nonetheless, Consultant
  shall be entitled to full compensation due pursuant to this Agreement including
  monthly amounts and stock options.

           12.          
  Survival. Notwithstanding the provisions of Paragraph 11, the provisions
  of Paragraphs 2, 7, 8, 9, 11, 12, 13, 14, 18 and 19 shall survive the termination
  of this Agreement.

           13.          
  Savings Clause. If any provision of this agreement shall be held invalid,
  illegal or unenforceable in any jurisdiction, for any reason, including without
  limitation, the duration of such provision, its geographical scope or the extent
  of the activities prohibited or required by it, then, to the full extent permitted
  by law (a) all other provisions hereof shall remain in full force and effect
  in such jurisdiction and shall be liberally constructed in order to carry out
  the intent of the parties hereto as nearly as may be possible, (b) such invalidity,
  illegality or unenforceability shall not affect the validity, legality or enforceability
  of any other provision hereof, and (c) any court or arbitrator having jurisdiction
  thereover shall have the power to reform such provision to the extent necessary
  for such provision to be enforceable under applicable law.

           14.          
  Applicable Law. This Agreement will be governed and construed in accordance
  with the laws of the province of British Columbia. The parties submit to and
  accept the exclusive jurisdiction of the courts of the province of British Columbia
  with respect to any legal action or proceeding which may be brought at any time
  relating in any way to this Agreement. 

          15.          
  Further Assurances. The parties shall execute and deliver such further
  instruments and do such further acts and things as may be required to carry
  out the intent and purpose of this Agreement.

           16.          
  Entire Agreement: Amendment. This Agreement expresses the complete understanding
  of the parties with respect to the subject matter hereof and supersedes any
  and all prior oral and written communications and understandings related thereto.
  This Agreement may not be modified or amended except by an instrument in writing
  signed by the parties hereto.

           17.          
  Assignment. The Company may not assign its rights, duties, and obligations
  under this Agreement. Consultant may not assign any of its rights, duties, or
  obligations hereunder without the Company’s express written consent. Consultant
  will not use any employees, agents or subcontractors in Consultant’s performance
  of the Services without the prior written consent of the Company and, if such
  written consent is given, Consultant shall require each person to execute a
  written agreement binding such person to the terms of this Agreement.

           18.          
  Attorney’s Fees. In any action brought to enforce or interpret this
  Agreement, the prevailing party shall be entitled to receive from the other
  party reasonable attorney’s fees and expenses incurred in connection with
  such action or arbitration.

           19.          
  Arbitration. All disputes relating to this Agreement and the relationships
  of the parties hereunder shall be settled and finally determined by mandatory
  arbitration in Vancouver, BC, and in accordance with the Rules of Commercial
  Arbitration of the Canadian Arbitration Association or its successor; or in
  any case where the Canadian Arbitration Association, or its successor, is not
  in existence or fails or refuses to act within a reasonably prompt period of
  time (but in no event exceeding sixty (60) days) from the date a request for
  arbitration is filed, the arbitration shall proceed in accordance with the laws
  relating to arbitration then in effect in province of British Columbia as the
  same may be amended or superseded from time to time. The judgment upon the award
  rendered in such arbitration shall be final and binding upon the parties and
  may be entered in any court having jurisdiction thereof.

           20.          
  Notices. All notices required or permitted hereunder shall be given in
  writing and delivered in person, transmitted by facsimile, or sent by registered
  or certified mail, postage prepaid, or by reliable courier service to the parties
  at the respective addresses stated below, or to such other address as a party
  may subsequently specify. Notices will be effective upon the earlier or receipt
  or the second business day after sending.








IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this	day of December 2003. .


	CONSULTANT:  Raymond L. Polman, CA	 	COMPANY:  Ikona Gear International, Inc.
	 	 	 	 	 
	By:	 	 	By: