May  24,  2000


Paul  Dickson
Earthramp.com
#601  -  889  West  Pender  Street
Vancouver,  BC
V6C  3B2

Dear  Mr  Dickson:

This  letter  will serve as the agreement between GPC Communications, a division
of  GPC  Canada Inc. ("GPC") and Earthramp.com, ("Client") pursuant to which GPC
will  serve  the  client  as  its  public  relations/public  affairs  agency.

1.0     PUBLIC  RELATIONS/PUBLIC  AFFAIRS  SERVICES

We  will  develop for your approval, and implement a program designed to achieve
your  public  relations  and  public  affairs  objectives.  We  will  provide
professional  counselling  and  staff  services  as  required to carry out these
objectives.  (See  attached  description  of  our  proposed  services.)

2.0     MUTUAL  COOPERATION

We  agree  to  use  our  best  efforts  to  make  your  public relations program
successful.  You  agree  to  aid us in doing so by making available to us needed
information  pertaining  to your business and to cooperate with us in expediting
the  work.

3.0     CHARGES  FOR  SERVICES  PERFORMED

The  terms  of  GPC's  compensation  are  outlined  in  the  Addendum.

3.1     Out-of-pocket  Disbursements

Routine  out-of-pocket  disbursements  such  as long distance telephone charges,
travel,  meals  and  significant  photocopying,  postage,  faxes  and  courier
distribution  charges  will  be  billed monthly at GPC's cost. A recovery fee of
five  per  cent of monthly fees will be applied to all monthly invoices to cover
such  out-of-pocket  expenses  as  incidental  courier,  photocopies  and faxes,
subscriptions  and  supplies,  as  well  as  word  processing.

<PAGE>

3.2     Standard  Markup

GPC  charges  a markup of 20 per cent for out-of-pocket expenses involving third
party  vendors  performing  work  on  your  behalf,  but  paid through GPC. Such
expenses  could  include,  but  are  not  limited  to,  photography,  printing,
production,  design,  room  or  equipment  rentals.

3.3     Approval  of  expenditures

We  agree  to  secure  your  approval  of  expenditures  in connection with your
projects  and  activities  before  undertaking  those  projects  and activities.

4.0     TERMS  OF  PAYMENT

We  will  submit  invoices  as  outlined  in  the  Addendum.

4.1     Client  agreement  to  pay

You  agree to pay our invoices upon receipt. In the event payment is not made in
a  timely  manner,  GPC will be entitled to charge you a late payment penalty of
two  (2)  per  cent  per  month  on  any  overdue  and  unpaid  balance.

4.2     Collection  costs

In  the  event that we incur costs, disbursements and/or legal fees in an effort
to  collect  our  invoices,  you  agree  to  reimburse  us  for  these expenses.

5.0     CANCELLATION  OF  PLANS

You  have  the right to modify, reject, cancel or stop any and all plans or work
in  process, however, you agree to reimburse us for all liabilities and expenses
we  incurred  prior  to  your  change  in  instructions,  and  which  relate  to
non-cancelable  commitments  and  to  indemnify us for any liability relating to
such  action.  We agree to use our best efforts to minimize such liabilities and
expenses.

6.0     RESPONSIBILITIES  OF  AGENCY  AND  CLIENT

6.1     Agency  Responsibility  for  Releases

We  shall  obtain  releases,  licenses,  permits  or  other authorization to use
testimonials, copyrighted materials, photographs, art work or any other property
or  rights  belonging  to  third  parties  obtained  by us for use in performing
services  to  you.

<PAGE>

6.2     Client  Responsibility  for  Releases

You  shall  obtain  releases,  licenses,  permits  or other authorization to use
testimonials, copyrighted materials, photographs, art work or any other property
or  rights  belonging  to  third  parties  obtained  by  you  which  are used in
performing  services  by  you.

6.3     Client  Responsibility  for  Accuracy

You  shall  be  responsible  for  the  accuracy,  completeness  and propriety of
information  concerning  your  products  and  services  which  you furnish to us
verbally  or  in  writing  in connection with the performance of this agreement.

6.4     Client  Responsibility  for  Agency's  Litigation-Related     Activities

From  time  to  time,  GPC  may  be  called  upon to respond to or assist you in
connection  with litigation commenced or threatened against you (for example, in
responding  to  a document subpoena). It is understood that GPC will be entitled
to staff time charges and reimbursement of expenses for services rendered to you
or  time  spent by GPC personnel in connection with such matters. This provision
shall  survive  the  expiration  or  earlier  termination  of  this  agreement.

7.0     CONFIDENTIALITY

GPC  acknowledges  its  responsibility,  both  during  and after the term of its
appointment,  to  use  all reasonable efforts to preserve the confidentiality of
any  proprietary  or confidential information or data developed by GPC on behalf
of  Client  or  disclosed  by  Client  to  GPC. Notwithstanding the above, GPC's
obligation  to  maintain  the  confidentiality  of  any such information that it
maintains  in  its possession or control shall not extend to information already
in  the  public  domain  or  that  GPC  must  disclose  by order of law and said
obligation  shall  cease  on  the  first  anniversary  of the termination of the
agreement.

8.0     INDEMNITY

It  is  acknowledged that GPC cannot undertake to verify facts supplied to it by
Client  or  factual matters included in material prepared by GPC and approved by
Client.  Accordingly,  Client agrees to indemnify and hold harmless GPC from and
against  any  and  all  losses,  claims, damages, expenses (including reasonable
attorneys'  fees  and disbursements) or liabilities which GPC may incur (i) as a
result  of any materials, releases, reports or information supplied to GPC by or
on  behalf  of  Client  or  prepared  by GPC and approved by Client prior to its

<PAGE>

dissemination  or  broadcast; and (ii) except when attributable to GPC's failure
to  use  due care, resulting from disputes between GPC and third parties related
to  and/or  within the scope of this agreement. Client shall similarly indemnify
and hold GPC harmless in respect to any damages arising out of the nature or use
of Client's products or services. This provision shall survive the expiration or
earlier  termination  of  this  agreement.

9.0     MISLEADING  PUBLIC  RELATIONS

Nothing contained in this agreement shall be deemed to require that we undertake
any  campaign,  or prepare any public relations material or publicity, which, in
our  judgment,  would  be misleading, indecent, libelous, unlawful, or otherwise
prejudicial  to  your  interests  or  to  ours.

10.0     TERM  AND  TERMINATION

10.1     Period  of  Agreement  and  Notice  of  Termination

This  agreement  shall  become  effective  upon signing and shall continue until
terminated  by  60  days  notice  in writing given by either party to the other.

10.2     Payment  of  Purchase  and  Work  Done

Any  non-cancelable  materials,  services,  etc.,  we  have  properly  committed
ourselves  to  purchase  for  your  account (either specifically or as part of a
plan),  shall  be  paid  for  by  you  in accordance with the provisions of this
agreement.  We  agree  to  use  our  best  efforts  to minimize such liabilities
immediately  upon  notification.
10.3     Materials  Unpaid  For

If  upon  termination  there exists any material furnished by us or any services
performed  by  us for which you have not paid us in full, until such time as you
have  paid  us in full you agree not to use any such materials or the product of
any  such  services.

11.0     EXAMINATION  OF  RECORDS

You  may  at  any time during the term of this agreement, during normal business
hours,  and  upon  at  least two (2) business days notice, examine our files and
records  pertaining  to  the  handling  of  your  account  only.

<PAGE>


12.0     GENERAL  PROVISIONS

12.1     Governing  Law

This  agreement  shall  be governed and construed in accordance with the laws of
the  Province  of  Ontario.

12.2     Representations  and  Warranties

The parties each individually represent and warrant that each has full power and
authority  to  enter into this agreement and to perform all of their obligations
hereunder  without  violating  the legal or equitable rights of any third party.

12.3     Notices

Written  notices pertaining to this agreement by either party to the other party
shall  be  deemed  given  five  (5)  business days from the date of postmark and
mailed,  postage  prepaid,  to  the  address  specified  above.

12.4     Assignments

Neither  party shall assign, transfer or delegate its responsibilities herein to
any  third  party  without  the prior written consent of the other party hereto.

12.5     Amendments

Neither  this agreement nor any of the terms or conditions hereof may be waived,
amended  or  modified  except  by means of a written instrument duly executed by
both  parties.

12.6     Captions  and  Headings

The  captions and section headings used in this agreement are for convenience of
reference  only  and shall not affect the construction or interpretation of this
agreement  or  any  of  the  provisions  hereof.

12.7     Successors  and  Assigns

This  agreement  shall  be  binding  upon  and shall inure to the benefit of the
parties  hereto  and their respective heirs, executors, administrators, personal
representatives,  successors  and  permitted  assigns.

<PAGE>


12.8     Entire  Agreement

Except  as  otherwise set forth or referred to in this agreement, this agreement
constitutes  the sole and entire agreement and understanding between the parties
hereto  as  to  the subject matter hereof, and supersedes all prior discussions,
agreements  and  understandings of every kind and nature between them as to such
subject  matter.

13.0     REPRESENTATION  OF  CLIENT

13.1     Authorization  to  Sign  Contract

Earthramp.com  represents  that  the  undersigned  is authorized to execute this
Public  Relations/Public  Affairs  agreement and the Addendum attached hereto on
its  behalf.

If  you  are  in  agreement  with the foregoing, please sign both copies of this
letter  in  the space provided for that purpose below and return one copy to GPC
for  our  records.

Sincerely,

GPC  COMMUNICATIONS,  A  DIVISION  OF  GPC  CANADA  INC.


By:     __________________________________________________
Colleen  Savage

Title:     Vice  President  and  General  Manager

Date:     24  May  2000



ACCEPTED  AND  AGREED:

Earthramp.com  Inc.

By:     __________________________________________________
     Paul  Dickson

Title:     President

Date:

<PAGE>
                               FINANCIAL ADDENDUM
                               EARTHRAMP.COM INC.

This  Financial  Addendum accompanies the Agreement between (Earthramp.com Inc.)
("Client")  and  GPC  Communications,  a  division of GPC Canada Inc. ("GPC") in
which GPC agrees to provide a range of public and investor relations services to
Client  beginning  May  24,  2000.

COMPENSATION

Fees for services will be based on GPC's customary hourly rates, which shall not
include  out-of-pocket  expenses.  A  mark-up  of  20 percent will be applied to
supplier invoices paid by GPC on your behalf.  A recovery fee calculated at five
percent  of professional fees will be applied to all invoices to cover the costs
of  incidental  courier,  postage,  faxes,  photocopying  and  word  processing.

GPC  will invoice Client monthly for fees relating to work performed.  All costs
in  excess  of  the  original estimates will be submitted to Client for approval
before  work  proceeds.

DELIVERABLES

GPC will produce and execute a comprehensive communications plan for the pre-IPO
phase  of Earthramp.com's business goals in 2000.  The plan will be delivered by
June  2,  2000  and  will  include  strategic  and  tactical  detail, timelines,
workplan,  costing  for  each element and an agreed method for tracking progress
and  results.

The  preliminary  strategy includes the following elements, which may be revised
and adjusted as the project moves forward, with appropriate adjustments to costs
if  elements  are  added  or  deleted:
Branding  initiatives  to  create  awareness  of  the  company;
Media  profile  for  the  President;
Investor  relations  plans,  ongoing  advice  and  execution;
Analyst  tour  (primarily  financial  analysts);
Roadshow,  including  presentation  materials  and  collaterals;
Information  and  media  kits  for  various  audiences;
Intensive  media  relations  to  increase  awareness,  interest  and  support;
Ongoing  media  relations  in  support  of  events,  trade  shows,  and  tours.

Out-of-pocket  expenses  will  be  estimated,  but  are  expected  to  include:
Printing  and  production  costs  associated  with  kits  and  presentations;
Creative  services;

<PAGE>

Distribution  of  materials  to  key  audiences;
Meeting  expenses  associated  with  an  analyst  tour  and  roadshow (facility,
equipment,  refreshments);
Media  monitoring;
Other  external  market  research  requested  by  the  Client;
Long  distance  telephone;
Consultant  travel  approved  in  advance  by  the  Client.

Total  fees  payable  to  GPC for the project are agreed at $75,000 which may be
decreased  or increased if elements are cancelled or added.  Before new elements
are  added to the program, an estimate of all new costs will be submitted to the
Client  for  approval.

At a minimum, GPC will maintain ongoing liaison, coordination and client contact
through  the  project  manager,  Aaron  Brindle and will supply monthly activity
reports  that  identify  progress  on  deliverables.

Accepted  and  Agreed:

(GPC  Communications               (Earthramp.com  Inc.)
a division of GPC Canada Inc.)

By:                              By:
Colleen  Savage                    Paul  Dickson

Title:     Vice  President       Title:     President
     And  General  Manager

Date:                            Date: