4


                       SERVICES AGREEMENT


THIS AGREEMENT, made this 16th day of March, 2001 by and between:

     EXOTICS.COM.  INC. of  Suite 411- 1200 West  Pender  Street,
     Vancouver, B.C. V6E 2S9 a corporation incorporated pursuant
     to the laws of the State of Nevada

                    (herein called "EXTS")

                       OF THE FIRST PART

AND

     ST.  GEORGE  CAPITAL  CORP., of Suite  411-  1200  West
     Pender Street, Vancouver, B.C. V6E 2S9
     a  corporation incorporated pursuant to the laws of the
     Province of British Columbia

                    (herein called "STGCC")

                       OF THE SECOND PART


WHEREAS  EXTS desires offices, telephone and support services  to
conduct its day-to-day business and operations and STGCC is  able
to provide these services to EXTS as set out herein.


NOW THEREFORE the parties hereto agree as follows:

1.0        TERM

1.1  This  Agreement, unless otherwise terminated under the terms
     and  conditions of this Agreement, shall be for a period  of
     two  (2)  years from the date of execution of this Agreement
     and  the  same shall be automatically renewed for additional
     periods of one (1) year each, unless terminated pursuant  to
     paragraph 4 herein.

2.0  CONTRACT SERVICE FEES

2.1  STGCC  will  invoice EXTS at the end of each calendar  month
     for that month's services.  The invoice will be for a sum of
     $12,500 per month, for the period  March 16, 2001-November 15,
     2001 and $15,000 per month, thereafter, payable in U.S. Dollars
     plus all and any taxes if applicable, including G.S.T.



2.2  The  invoices will be due and payable by EXTS upon  receipt.
     STGCC  may charge EXTS interest at bank prime rate  +3%  for
     any and all outstanding invoices or payments.

3.0  SERVICES TO BE PROVIDED BY STGCC

3.1  STGCC  hereby undertakes to provide consulting services  and
     all  secretarial, phone answering, copying services to EXTS.
     In  addition  STGCC  will provide EXTS  with  offices  fully
     equipped   with   a  computer,  telephone,   long   distance
     telephone,  Internet, fax, dealing with the Transfer  Agent.
     These  services will be provided during normal office  hours
     of  STGCC.  In addition STGCC will assist management of EXTS
     with assistance in decision making as and when requested.

4.0       TERMINATION

4.1  This  Agreement shall terminate upon the expiration  of  the
     Term  and  renewed  terms set out above subject  to  earlier
     termination as set out in paragraph 4.2 below.

4.2  At  any  time, either party may terminate this Agreement  by
     sixty- (60) days written notice to the other.

5.0  ARBITRATION

5.1  Any   dispute, difference or question which may arise at any
     time  hereinafter  among the Parties touching  on  the  true
     construction of this Agreement and the respective rights and
     obligations of the parties hereto to the other shall be referred
     to  and settled by binding arbitration under the laws of the
     Province of British Columbia. No arbitration shall be commenced
     until the aggrieved party shall send to the other party a written
     notice describing the problem and stating a proposed solution
     ("Settlement Notice"). For Twenty-One (21) days after the sending
     of the Settlement Notice, the parties shall try to settle the
     dispute  in  good faith. During this Twenty  One-  (21)  day
     settlement  period, each party shall send to  the  other  an
     additional written notice with further proposal for resolving the
     dispute and responding in detail to the last proposal of the
     other party. The contents of the Settlement Notice and of all
     discussions  and  writings during the Twenty  One  (21)  day
     settlement  period shall be without prejudice and  shall  be
     privileged as settlement discussion and may not be used in any
     legal proceedings or arbitration. The place of arbitration shall
     Vancouver, British Columbia. One impartial arbitrator shall be
     appointed under the appropriate British Columbian laws. Judgement
     on the Arbitral award may be entered in any court in British
     Columbia or in any court having jurisdiction.








            The  parties hereby waive all defences as to personal
jurisdiction, venue and sovereign
             immunity from attachment, exception and jurisdiction
in any proceeding to confirm or enforce
            the  award.  The  laws  of the  Province  of  British
Columbia shall govern all issues during the
            arbitration. The decision of the Arbitrator shall  be
final and binding on the parties herein.


6.0 GENERAL

6.1  This  Agreement contains the entire agreement of the parties
     hereto  and  replaces any prior written or  oral  agreements
     between them concerning the subject matter contained herein.
     There  are no representations, agreements or understandings,
     oral  or  written, between the parties hereto  or  with  any
     third  parties, relating to the subject matter contained  in
     this  Agreement, which are not fully expressed  herein,  and
     this Agreement, or any part thereof, can only be modified by
     a written instrument executed by all of the parties hereto.

6.2  Any  provision of this Agreement which is declared  unlawful
     or  unenforceable by a Court of competent jurisdiction shall
     not affect any other provision herein.

6.3  A  waiver or breach of any provision of this Agreement shall
     not constitute a waiver or breach of any other provision and
     the  balance of the Agreement shall remain in full force and
     effect.

6.4  This Agreement shall be binding and enure to the benefit  of
     the   heirs,   personal  representatives,   successors   and
     permitted assigns of the parties hereto.

6.5  This  Agreement  shall be governed by and be interpreted  in
     accordance  with  the  laws  of  the  Province  of   British
     Columbia.

6.6  This  Agreement shall not be assigned or otherwise  amended,
     changed  or  modified  or any provision  thereof  waived  or
     discharged  except  by the written consent  of  the  parties
     hereto.















The parties hereto have executed this Agreement as of the day and
year first written above.


Exotics.com. Inc.


 Per:_______________________________



St. George Capital Corp.


 Per:_______________________________