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Consultant Agreement

This Agreement is made and entered into as of the 23rd
  day of February, 2004, between Online Innovation, Inc. (the "Company) incorporated
  in the State of Delaware with an office located at 1118 Homer Street, Suite
  118, Vancouver, British Columbia Canada, and The R.H. Barsom Company Inc. (the
  "Consultant"), incorporated in the State of New York with an office located
  at 324 East 77th St. New York, New York, USA.

|A. | The consultant is being retained to increase the
        exposure of the company's products located at www.VirtuallyDating.comand www.UrbanFlirt.comto
        a wide audience of single adults that would have an interest in becoming
        members of the Company's web communities.
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|B. | The Company desires to obtain the assistance of
        the Consultant, and the Consultant is willing to provide such assistance
        with respect to such services.                                                                                                                  

Now, therefore, in consideration of the mutual covenants and
  promises contained herein, the sufficiency of which is hereby acknowledged by
  each of the parties, The Company and Consultant hereby agrees as follows:

Term 
  This Agreement shall be effective for a three (3) month period (the "Term")
  commencing on the date hereof. No additional payments to the consultant under
  this agreement shall become due and payable other than what is specified in
  the Consultant Fee. If the Company wishes to retain the Consultant for a further
  period, a separate agreement must be agreed to by both parties.

Termination of Agreement 
  The Company has the irrevocable right to terminate this agreement after the
  first month with reasonable cause. The Consultant will have 20 business days
  to correct cause to the satisfaction of the Company.

Consultant Fee 
  For services rendered by the Consultant hereunder, the Consultant shall receive
  from the company upon signing of the Agreement, a one-time $5,000 dollar payment
  (the "Retainer") for the entire term of this Agreement. The Consultant has also
  represented and warranted that the Retainer paid to the Consultant by the Company
  shall be returned to the Company if the Consultant is deemed unsuccessful by
  the Company.

|a) | The Consultant agrees that during the Term of this
        Agreement, unless terminated with reasonable cause, consultant shall perform
        the Services, to the best of his ability. The parties agree that the general
        terms and conditions of this Agreement will govern the Consultant's work
        and that the Company will fairly judge the Consultant's results from his
        efforts in good faith.
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|b) | The Services performed by the Consultant may be
        performed at days and times, and in the order and sequence, as consultant
        deems desirable.
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Confidentiality 
  Consultant acknowledges that as a consequence of its relationship with the company,
  it may have access to confidential information which may include the following
  types of information; financial statements and related financial information
  with respect to the Company and/or subsidiaries, trade secrets, products, product
  development, financing arrangements, financial relationships, future marketing
  collateral, business plans, certain methods of operation, procedures, improvements,
  systems, customer lists, supplier lists and specifications, and other private
  and confidential materials concerning the Company's business (collectively "the
  Confidential Information)

Consultant covenants and agrees to hold such Confidential
  Information strictly confidential and shall only use such information solely
  to perform its duties under this Agreement, and Consultant shall refrain from
  allowing such information to be used in any way for its own private or commercial
  purposes. Consultant shall also refrain from disclosing any such Confidential
  Information to any third parties. Consultant further agrees that upon termination
  or expiration of this Agreement, it will return all Confidential Information
  and copies thereof to the Company and will destroy all notes, reports and other
  material prepared by or for it containing Confidential Information. Consultant
  understands and agrees that the Company might be irreparably harmed by violation
  of this Agreement and that monetary damages may be inadequate to compensate
  the Company. Accordingly, the Consultant agrees that, in addition to any other
  remedies available to it at law or in equity, the Company shall be entitled
  to injunctive relief to enforce the terms of this Agreement.

Notwithstanding the foregoing, nothing herein shall be construed
  as prohibiting Consultant from disclosing any Confidential Information (a) which
  at the time of disclosure. Consultant can demonstrate either was in the public
  domain and generally available to the public or thereafter becomes a part of
  the public domain and is generally available to the public by publication or
  otherwise through no act of the Consultant; (b) which Consultant can establish
  was independently developed by a third party who developed it without the use
  of the Confidential Information and who did not acquire it directly or indirectly
  from Consultant under an obligation of confidence; (c) which Consultant can
  show was received by it after the termination of this Agreement from a third
  party who did not acquire it directly or indirectly from the Company under an
  obligation of confidence; or (d) to the extent that the Consultant can reasonably
  demonstrate such disclosure is required by law or in any legal proceeding, governmental
  investigation, or other similar proceeding.

Dispute Resolution 
  The parties shall resolve any disputes arising hereunder before a panel of one
  arbitrator selected pursuant to and run in accordance with the rules of the
  American Arbitration association. The arbitration will be held in New York,
  New York.

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Each party shall bear their own attorneys' fees and costs
  of such arbitration. Disputes under this agreement shall be governed in accordance
  with and by the laws of the State of New York. The successful party in the arbitration
  proceedings shall be entitled to an award of reasonable attorneys' fees and
  costs and travel expenses from the Arbitrators.

THIS Agreement has been duly authorized, executed and delivered
  by and on behalf of the Company and the Consultant.

This Agreement and all rights, liabilities and obligations
  hereunder shall be binding upon and inure to the benefit of each party's successors
  but may not be assigned without the prior written approval of the other party.

|Online Innovation, Inc. |                     | The R.H. Barsom Company, Inc.
|----------------------- | ------------------- | -----------------------------
|                        |                     |                              
|                        |                     |                              
|By:                     | /s/ Chad D. Lee     |                              
|                        | Chad Lee, President |                              

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