Exhibit 10.1   TRANSFER  AGENT  AND  REGISITRAR  AGREEMENT



                     TRANSFER AGENT AND REGISITRAR AGREEMENT
                     ---------------------------------------

      THIS AGREEMENT made and entered into this 10th day of April, 1999, by and
between:

NEVADA  AGENCY  AND  TRUST  COMPANY,  50  West  Liberty  Street,  Suite
880,  Reno,  Nevada  89501,  hereinafter  called  "TRANSFER  AGENT,"  and

STANDARD CAPITAL CORPORATION., 800 - 15355 24th Ave., Suite 287, White Rock,
B.C., V4A 2H9, a Delaware corporation, hereinafter called "COMPANY" or
"STANDARD".

              NOW  THEREFORE, for valuable consideration and the mutual promises
herein  contained,  the  parties  hereto  agree  as  follows,  to  wit:

      1.    [APPOINTMENT  OF  TRANSFER AGENT]  Standard hereby appoints TRANSFER
AGENT  as  the  Transfer  Agent  and  Registrar  for  Standard's  Common  Stock,
commencing  on  this  10th  day  of  April  1999.

      2.      [COMPANY'S  DUTY]   Standard agrees to deliver to TRANSFER AGENT a
complete  up-to-date  stockholder  list  showing  the  name  of  the  individual
stockholder,  current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held  responsible  for  any omissions or error, that may leave occurred prior to
this  Agreement  whether on the part of Standard itself or its previous transfer
agent  or  agents.  Standard  hereby  agrees to indemnify TRANSFER AGENT in this
regard.

       3.     [STOCK  CERTIFICATES]   Standard  agrees  to  provide  an adequate
number  of stock certificates to handle Standard's transfers on a current basis.
Upon  receipt of TRANSFER AGENT'S request, Standard agrees to furnish additional
stock  certificates  as TRANSFER AGENT deems necessary considering the volume of
transfers.  The  stork  certificates  shall  be supplied at COMPANY'S cost.  The
TRANSFER  AGENT agrees to order stock certificates from its printer upon request
of  Standard.

      4.      [TRANSFER  AGENT  DUTIES]      TRANSFER AGENT agrees to handle the
COMPANY'S  transfers,  record  the  same, and maintain a ledger, together with a
file  containing  all  correspondence  relating to said transfers, which records
shall  be  kept  confidential  and  be  available  to  Standard and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review  the  records  which shall be made available by TRANSFER AGENT during the
regular  business  hours.

      5.    [TRANSFER  AGENT  REGISTRATION]   TRANSFER AGENT warrants that it is
registered  as  a  Transfer Agent with the United Stakes Securities and Exchange
Commission  under  the  Securities  Exchange  Act  of  1934,  as  amended.

      6.     [STOCKHOLIDER  LIST]           From  time to time, as necessary for
Company  stockholders  meeting  or mailings, the TRANSFER AGENT will certify and
make available to the current, active stockholders list for COMPANY purposes. It
is  agreed  that  a  reasonable  charge  for supplying such list will be made by
TRANSFER  AGENT  to  Standard.   It  is  further  agreed  that  in the event the
TRANSFER AGENT received a request or a demand from a stockholder or the attorney
of  agent for a stockholder, for a list of stockholders, the TRANSFER AGENT will
serve  notice  of such request by certified mail to Standard. Standard will have
forty-eight  (48) hours to respond in writing to the TRANSFER AGENT. If Standard
orders  the  TRANSFER  AGENT  to  withhold delivery of a list of stockholders as
requested,  the TRANSFER AGENT agrees to follow the orders of Standard. Standard
will  then  follow  the  procedure  set  forth in the Uniform Commercial Code to
restrain  the  TRANSFER  AGENT  from  making  delivery  of  a stockholders list.

      7.    [TRANSFER  FEE]   TRANSFER  AGENT  agrees to assess and collect from
the  person  requesting  a transfer and/or the transferror, a fee of Fifteen and


                                      -55-
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No/100  dollars  ($15.OO)  for  each  stock  certificate issued, except original
issues  of  stock or warrant certificates, which fees shall be paid by Standard.
This  fee may be decreased or increased at any time by the TRANSFER AGENT.  This
fee  shall  be  the  property  of  the  TRANSFER  AGENT.

      8.      [ANNUAL FEE]   Standard agrees to pay the TRANSFER AGENT an annual
fee  of  TWELVE  HUNDRED  DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER  AGENT  for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer  books  and  records of the corporation.  The annual fee will be due on
1st  of  July  of  each  year  and  is  subject  to  annual  review.

     9  [TERMINATION]    This  Agreement may be terminated by either party given
written  notice of such termination to the other party at least ninety (90) days
before the effective date.   The TRANSFER AGENT shall return all of the transfer
records to Standard and its duties and obligations as TRANSFER AGENT shall cease
at  that  time.  The  TRANSFER AGENT will be paid a Termination Fee of $1.00 per
registered stockholder of Standard at the time the written termination notice is
served.

     I0.    [COMPANY  STATUS]   Standard  will  promptly  advise  the TRANSFER
AGENT  of  any  changes  or  amendments  to  the  Articles of Incorporation, any
significant  changes  in corporate status, changes in officers, etc., and of all
changes  in  filing  status  with the Securities and Exchange Commission, or any
state entity, and to hold the TRANSFER AGENT harmless from its failure to do so.

      II- [INDEMNIFICATION OF TRANSFER AGENT]   Standard agrees to indemnify and
hold  harmless  the  TRANSFER AGENT, from any and all loss, liability of damage,
including  reasonable attorneys' fees and expenses, arising out of, or resulting
from  the  assertion  against  the  TRANSFER  AGENT  of  any  claims,  debts  or
obligations  in  connection with any of the TRANSFER AGENT'S duties as set forth
in  the  Agreement,  and  specifically  it is understood that the TRANSFER AGENT
shall  have  the  right to apply to independent counsel at Standard'S expense in
following  Standard'S  directions  and  orders.

    12.  [COUNTERPARTS]  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which, when executed and delivered, shall be an original,
but  all  such  counterparts  shall  constitute  one  and  the  same instrument.

    13.  [NOTICE]      Any  notice under this Agreement shall be deemed to have
been  sufficiently  given  if  sent  by  registered  or  certified mail, postage
prepaid,  addressed  as  follows:

               TO  STANDARD:
               E. Del Thachuk, President
               STANDARD CAPITAL CORPORATION
               800 - 15355 24th Ave., Suite 287
               White Rock, B.C., V4A  2H9

               TO  THE  TRANSFER  AGENT:
               NEVADA AGENCY AND TRUST COMPANY
               50 West Liberty Street, Suite 880
               Reno, Nevada 89501

     14.     [MERGER CLAUSE]     This Agreement supersedes all prior agreements
and  understandings  between  the  parties  and may not be changed or terminated
orally,  and no attempted change, termination or waiver of any of the provisions
hereof  shall  binding  unless  in  writing  and  signed  by the parties hereto.

      15.    [GOVERNING  LAW]   This  Agreement  shall  be  governed  by and
construed  in  accordance  with  the  laws  of  the  State  of  Nevada.

   THIS AGREEMENT has been executed by the parties hereto as of the day and year
1st  above  written, by the duly authorized officer or officers of said parties,
and  the same will be binding upon the assigns and successors in interest of the
parties  hereto.

                                      -56-
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                         NEVADA  AGENCY  AND  TRUST  COMPANY
                         TRANSFER  AGENT

                         BY     /S/"AMANDA  CARDINALLI"
                            ---------------------------
                         AMANDA  CARDINALLI,  VICE  PRESIDENT

                         STANDARD CAPITAL CORPORATION
                         (Company)

                         BY  /S/ "E. DEL THACHUK"
                         --------------------------
                            E. DEL THACHUK
                              PRESIDENT