BUSINESS CONSULTING AGREEMENT

      AGREEMENT, made this 26th day of January, 2001 by and between
      ThermoElastic Technologies, Inc. (the "Company") whose principle place of
      business is at 5466 Canvasback Road, Blaine, WA. 98230, hereinafter the
      "Company" and Larix International Corporation, whose principle place of
      business is at PH 104, 1131 Steeles Ave. W., Toronto, Ontario M2R 3W8 (the
      "Consultant");

      WHEREAS the Company desires to obtain Consultant's services in connection
      with the Company's business affairs and Consultant is willing to undertake
      to provide such services as hereinafter fully set forth;

      AND WHEREAS the Parties acknowledge that the Consultant commenced the
      provision of the services provided for herein on September1, 1999 in
      anticipation of the execution of this Agreement, which was in advertently
      not executed prior to the commencement by the Consultant of the provision
      of the services called for herein.

NOW, THEREFORE, the parties agree as follows:

1.    TERM: This Agreement shall be for a term of Eighteen (18) months
      commencing September 1st, 1999 and continuing through to February 28th,
      2001. The Parties acknowledge that the Consultant commenced the rendering
      of services provided for hereunder on September 1, 1999.

2.    NATURE OF SERVICES: Consultant will render advice and assistance to the
      Company on business related matters and in connection therewith Consultant
      shall:
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      (a)   Attend meetings of the Company's Board of Directors or Executive
            Committee(s) when so requested by the Company;

      (b)   Attend meetings and at the request of the Company's review, analyze
            and report on proposed business opportunities; and

      (c)   Consult with the Company concerning strategic corporate planning and
            investment policies, including any revision of the Company's
            business plan when requested by the company.

3.    CONSULTANT AGREES TO PERFORM THE FOLLOWING SERVICES:

      (a)   Locate acquisitions for the Company;

      (b)   Assist in negotiating potential acquisitions;

      (c)   Assist in the implementation of short term and long term strategic
            planning as required by the Company; and

      (d)   Assist the Company in identifying and establishing corporate
            partnerships, joint ventures and sublicensing arrangements with
            potential users of the Company's products to establish and enhance
            brand credibility and sales.

4.    IT IS AGREED that the Consultant's services will not include any services
      that constitute the rendering of legal opinions or performance of work
      that is in the ordinary purview of a certified public accountant or any
      work that it is the ordinary purview of a registered broker/dealer.

5.    COMPENSATION: The Company agrees to compensate Consultant as follows:

      Upon execution of this Agreement, the Company shall issue to the
      Consultant 1,500,000 Shares of its free trading common stock under a Form
      S-8 registration, which the Company shall undertake immediately upon the
      execution of this Agreement. The Shares shall be issued as follows:

                  Rosemarie Berman        1,500,000 Shares
<PAGE>

6.    EXPENSES: The Company shall reimburse the Consultant for actual
      out-of-pocket expenses incurred relative to the performance of the
      Consultant's duties. All reimbursable expenses must be pre-approved by the
      company.

7.    LIABILITY OF CONSULTANT: In furnishing the Company with management advice
      and other services as herein provided, neither Consultant nor any officer,
      director or agent thereof shall be liable to the Company or its creditors
      for errors of judgment or for anything except malfeasance, bad faith or
      gross negligence in the performance of its duties or reckless disregard of
      its obligations and duties under the terms of this agreement.

      It is further understood and agreed that Consultant may rely upon
      information furnished to it reasonably believed to be accurate and
      reliable and that, except as herein provided, Consultant shall not be
      accountable for any loss suffered by the Company by reason of Company's
      action or non-action on the basis of any advice, recommendation or
      approval of Consultant, its employees or agents.

      The parties further acknowledge that Consultant undertakes no
      responsibility for the accuracy of any statements to be made by management
      contained in press releases or other communications, including, but not
      limited to, filings with the Securities and Exchange Commission and the
      National Association of Securities Dealers.

8.    STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
      contractor and, except as expressly provided or authorized in this
      Agreement, shall have no authority to act or represent the Company.

9.    OTHER ACTIVITIES OF CONSULTANT: The Company recognizes that the Consultant
      now renders and may continue to render consulting services to other
      companies which may or may not have policies and conduct activities
      similar to those of the Company.

10.   MISCELLANEOUS:

      a.    All final decisions with respect to consultation, advice and
            services rendered by Consultant to the Company shall rest
            exclusively with the Company;

      b.    This Agreement contains the entire agreement of the parties hereto
            and there are no representations or warranties other than those
<PAGE>

            contained herein. Neither party may modify this Agreement unless the
            same is in writing and duly executed by both parties hereto;

      c.    By signing this Agreement, the Company admits to having no prior
            knowledge of any pending S.E.C. investigations into the trading of
            the securities of the Company or the activities of the Company;

      d.    In the event this Agreement or performance hereunder contravene
            public policy or constitute a material violation of any law or
            regulation of any federal or state government agency, or either
            party becomes insolvent or is adjudicated bankrupt or seeks the
            protection of any provision of the Bankruptcy Act, or either party
            is enjoined, or consents to any order relating to any violation of
            any provincial, state or federal securities law, then this agreement
            shall be deemed terminated, and null and void upon such termination;
            neither party shall be obligated hereunder and neither party shall
            have any further liability to the other. In the event that the
            Consultant becomes insolvent or is adjudicated bankrupt or seeks the
            protection of any provision of the Bankruptcy Act or any other
            legislation during the term of this Agreement, the Company shall
            have the right to demand the return all of the Shares referred to in
            Par 5 hereof remaining in the ownership upon the occurrence of such
            event, whether directly or indirectly, of the Consultant; and

      e.    Any controversy or claim arising out of or related to this Agreement
            shall be settled by arbitration in accordance with the provisions of
            the Ontario Arbitrations Act and any arbitration shall be conducted
            in the City of Toronto, Ontario.

Agreed and Accepted on this 29th day of January 2001.

                              ThermoElastic Technologies, Inc.
                              per:

                              -----------------------------------
                              Kenneth Liebscher, President


                              Larix International Corporation
                              per:

                              ------------------------------------
                              Rosemarie Berman, President