**EXHIBIT
5.2**
 
 CONSULTANT
AGREEMENT
 
 XCL
Partners, Inc. is an investment banking consulting firm with expertise in corporate
structuring and restructuring of public companies, mergers and acquisitions,
and financing. Also, in the business of providing investor relations
services, public relations services, publishing, advertising services fulfillment
services, as well as Internet related services.
 
 Agreement
made this 5th day of January 2004, between Worldteq Group International,
Inc. (hereinafter referred to as "Corporation"), and XCL Partners,
Inc. hereinafter referred to as "Consultant"; collectively referred
to as the "Parties"): ( referred
to as the "Parties"):
 
 Recitals:
 
 The
Corporation desires to engage the services of the Consultant to perform
the Corporation's consulting services regarding all phases of the Corporation's 
Investment Banking" including broker/dealer relations as such may pertain
to the operation of the Corporation's business. The Corporation desires the
Consultant to locate for engagement a respected and responsive investor/public
relations firm for the dissemination of corporate news and events.
 
 The
Consultant will consult with the Board of Directors, the Officers of the
Corporation, and certain administrative staff members of the Corporation, undertake
the Corporation's investment banking activities which involve corporate
relations and relationships with various financial service industry professionals,
including, but not limited to broker/dealers involved in the regulated
securities industry.
 
 AGREEMENT
 
 The
respective duties and obligations of the contracting Parties shall be for a period
of twelve (12) months commencing on the date first appearing above. Either
party only in accordance with the terms may terminate this Agreement and
conditions set forth below.
 
 1
 
 Services
Provided by Consultant
 
 Consultant
will provide consulting services in connection with the Corporation's
"investment banking" dealings with NASD broker/dealers and the investing
public. (At no time will the Consultant provide services which would
require Consultant to be registered and licensed with any federal or state
regulatory body or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by an investment
banking firm to a Corporation, including but not limited to the following:
  (a)
Aiding the Corporation in developing a marketing plan directed at informing
the investing public as to the business of the Corporation; and
 
 (b)
Advise the Corporation and provide assistance in dealing with institutional
investors as it pertains to the Corporation's offerings of its securities;
and
 
 (c) Aid
and assist the Corporation in the Corporation's efforts to secure "market
makers" which will trade the Corporation's stock to the public by providing
such  information as may be required; and
 
 (d) Aid
and advise the Corporation in establishing a means of securing nationwide
interest in the Corporation's securities; and
 
 (e) Aid
and advise the Corporation in identifying possible acquisition targets; and
 
 (f) Aid
and advise the Corporation in capital structure and fund raising;
and
 
 Aid and
consult with the Corporation in the preparation and dissemination
of all "due diligence" packages requested by and furnished to NASD
registered broker/dealers, the investing public, and/or other institutional
and/or fund mangers requesting such information from the Corporation.
 
 Arrange
for broker/dealer presentations for investors at Consultant's expense.
 
 2
 
 Compensation
 
 In
consideration for the services provided by Consultant to the Corporation, the
Corporation will provide the following compensation to Consultant:
 
 1 million
common stock purchase warrants exercisable at $.15
 1 million
common stock purchase warrants exercisable at $.20
 2 million
common stock purchase warrants exercisable at $.25
 
 
 Corporation
will pay all legal costs for registration of warrants, and any future
registration statements.
 
 Compliance
 
 At the
time Consultant gives notice to the Company of its execution of the Warrants
referred to above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular time be free trading, or if
not, the shares shall be incorporated in the next registration statement
filed by the Corporation. The warrants shall have "piggyback" registration
rights and will, at the expense of the Corporation, be included in said
registration statement in a timely manner.
 
 Representation
of Corporation
 
 The
Corporation, upon entering this Agreement, hereby warrants and guarantees to the
Consultant that to the best knowledge of the Officers and Directors of the
Corporation, all statements, either written or oral, made by the Corporation
to the Consultant are true and accurate, and contain no material misstatements,
or omission fact. Consultant acknowledges that estimates of performance
made by Corporation are based upon the best information available to
Corporation officers at the time of said estimates of performance. The Corporation
acknowledges that the information it delivers to the Consultant will be
used by the Consultant in preparing materials regarding the Company's business,
including but not necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold the Consultant harmless from any and all errors,
omissions, misstatements, except those made in a negligent or
 intentionally
misleading manner in connection with all information furnished by
Corporation to Consultant.
 
 Limited
Liability
 
 With
regard to the services to be performed by the Consultant pursuant to the terms of
this Agreement, the Consultant shall not be liable to the Corporation, or to
anyone who may claim any right due to any relationship with the
Corporation, for any acts or omissions in the performance of services
on the part of the Consultant, except when said acts or omissions of the
Consultant are due to its misconduct or negligence.
 
 3
 
 Termination
 
 Either
party upon the giving of not less than ninety (90) days written notice may
terminate this Agreement, delivered to the parties at such address or addresses
as set forth in Paragraph below. Any such notice shall be deemed to be
properly given when transmitted by way of registered mail. The ninety (90) days
termination period shall not begin until the other party has received
or is deemed to have received the notice of termination.
  Notices
 
 Notices
to be sent pursuant to the terms and conditions of this Agreement, shall be
sent as follows:
 
 Timothy
J.
Rieu                                
Jeffrey Lieberman
 XCL
Partners,
Inc.                           Worldteq
Group International, Inc.
 40 West
Chesapeake suite 300          30
west Gude Drive suite 470
 Towson,
MD
21204                         
Rockville, MD 20850
  Attorney's
Fees
  In the
event any litigation or controversy arises out of or in connection with this
Agreement between the Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the other
party or parties, all reasonable attorney's fees expenses and suit costs,
including those associated within the appellate or post-judgment collections
proceedings.
  Arbitration
 
 In
connection with any controversy or claim arising out of or relating to this
Agreement, the Parties hereto agree that such controversy shall be submitted
to arbitration, in conformity with the Federal Arbitration Act (Section
9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment
rendered as a result of the arbitration of any dispute herein, shall upon
being rendered by the arbitrators be submitted to a Court of competent jurisdiction
with the state of Maryland.
 
 Governing
Law
 
 This
Agreement shall be construed under and in accordance with the laws of the State
of Maryland. All parties hereby consent to the state of Maryland as the
proper jurisdiction for any such proceeding if applicable
 
 4
 
 Parties
Bound
 
 This
Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
 
 Legal
Construction
 
 In case
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect,
the validity, illegality, or unenforceability shall not affect any other
provision, and this Agreement shall be construed as if the invalid, illegal,
or unenforceable provision had never been in it.
 
 Prior
Agreements Superseded
 
 This
Agreement constitutes the sole and only Agreement of the contracting parties
and supercedes any prior written or oral agreements between the respective
parties. Further, this Agreement may only be modified or changed by
written agreement signed by all the parties hereto.
 
 Multiple
Copies or Counterparts of Agreement
 
 One or
more of the Parties may execute the original and one or more copies of this
Agreement hereto. In such event, all such executed copies shall have the same
force and effect as the executed original, and all of such counterparts taken
together shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereto delivered to each
party by way of facsimile transmission, and such facsimile copies shall be deemed
original Copies for all purposes if original copies of the parties' signatures
are not delivered.
  Liability
for Expenses
 
 All fees
and costs incurred in relation to the services provided by the Consultant
shall be the responsibility of the Consultant, except those fees and costs
previously approved in writing by an Officer of the Corporation.
 
 Headings
 
 Headings
used throughout this Agreement are for reference and convenience and in no
way define by presentation, limit or describe the scope or intent of this
Agreement.
 
 5
 
 IN WITNESS
WHEREOF, the Parties have set their hands and seal as of the date
written above.
 
 
 BY:
/s/ Timothy J. Rieu
 Timothy
J. Rieu, President
 XCL
Partners, Inc.
 
 
 BY:
/s/ Jeffrey Lieberman
 Jeffrey
Lieberman, President
 Worldteq
Group International, Inc.
 
 
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