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DATED: January 2, 2002

Antares Investments Ltd.

- and -

TradeZap, Inc.

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THIS CONSULTING AGREEMENTis made as of the 2nd day
  of January 2002.

BETWEEN:



| | Antares Investments Ltd. of 
        PO Box 267 Leeward Highway 
        Providenciales, Turks & Caicos Islands
      (hereinafter referred to as the Consultant)
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

OF THE FIRST PART

AND:

| | TradeZap, Inc. 
        1001 4th Ave, Suite 3200
        Seattle, Washington 98154
      (hereinafter referred to as the Corporation)
| | ---------------------------------------------------------------------------------------------------------------------------------------

OF THE SECOND PART

WHEREASthe Corporation wishes to retain the Consultant
  for its business and the Consultant has agreed to provide such services to the
  Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSETHthat in consideration
  of the mutual covenants and agreements herein contained and for other good and
  valuable consideration, it is hereby agreed by and between the parties as follows:

ARTICLE 1Definitions

1.1     For the purposes of this
  Agreement, Consulting Services shall mean the international business
  affairs, corporate management and investor relations services relating to the
  business, products and services of the Corporation to be provided by the Consultant,
  and in particular but without restricting the generality of the foregoing, means
  managing, guiding and controlling the international affairs of the corporation
  in such a manner as to enable the corporation to accomplish its objectives as
  set forth by the Board of Directors. The consultant shall also be responsible
  for arranging ongoing financial relationships with investment bankers, venture
  capitalists, project financiers and legal contacts relating thereto. The Consultant
  shall attend or represent the Corporation at any applicable conferences and
  meetings, as directed by the Corporation. The Consultant will formulate an investor
  relations and awareness program, provide the Company with recommendations of
  candidates to carry out such program and manage the ongoing delivery of the
  program. The Consultant will also seek out merger and acquisition targets for
  the Company and complete the due diligence necessary to report to the Board
  of

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Directors. The Consultant shall provide liaison with the financial
  backers of the Company and future financial partners. The Consultant shall provide
  such materials to individuals upon request and the Corporation agrees to provide
  the Consultant with sufficient materials to fulfill these requests and to defray
  all attendant costs. The Consultant shall assist in the continual updating of
  the Companys business plan and in the locating and selection of ongoing
  personnel needs, including the senior officers of the Company.

1.2     The terms subsidiaries,
  associates and affiliated corporations as used in this
  Agreement shall have the meanings ascribed thereto in the Corporations
  business plan.

1.3     The duties of the consultant will include
  the following activities

- Researching industries for potential investment
- Seeking merger candidates in the industry selected
- Negotiating merger terms and specifications
- Corporate structuring
- Liaison with the financiers of the Company
- Completing requirements of Letters of Intent with financiers or partners
- Preparation of valuation reports
- Recruitment of senior personal
- Source and negotiate additional acquisition targets
- Formulating a marketing plan
- Create an image program
- Coordinate the preparation of a comprehensive Business Plan
- Locating and negotiations of vendor contracts
- All activities of a CEO
- Recruiting a replacement

ARTICLE 2Engagement of the Consultant and its Duties

2.1     The Corporation hereby engages
  the services of the Consultant and the Consultant hereby accepts the engagement
  of its services by the Corporation, subject to the terms and conditions hereinafter
  contained.

2.2     The Consultant shall provide
  the Consulting Services to the Corporation in such manner as the Corporation
  and the Consultant may reasonably agree, and shall devote such of its time as
  is necessary to properly render the Consulting Services to the Corporation,
  and all its effect, skills, attention and energies during that time to the performance
  of its duties as herein set forth. In addition to the foregoing, the Consultant
  will ensure that the services to be provided will be carried out by the qualified
  and competent employees of the Consultant who are familiar with the Corporations
  affairs, business and products.

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2.3     The Corporation acknowledges
  that it is aware of the Consultants many outside activities, duties and
  financial interests and agrees that the performance of such activities and duties
  and involvement of such financial interest will not be construed as a breach
  of this Agreement, provided that the Consultant provides the Consulting Services
  on a basis which does not impair the activities and business interest of either
  the Corporation or the Consultant.

2.4     In the performance of the
  services to be rendered by the Consultant, the Consultant will be relying upon
  information received from the Corporation, and will so disclose this fact in
  all communications from the Consultant. The Corporation agrees to provide the
  Consultant with such information, financial records, documents and product information
  as may facilitate the performance of the Consulting Services by the Consultant.

2.5     In the event of any misstatements,
  misrepresentations or omissions in information as provided by the Corporation
  to the Consultant and as utilized by the Consultant in the performance of the
  Consulting Services that may result in liability to the Consultant, the Corporation
  agrees to indemnify and same harmless the Consultant against any such claims
  or liabilities.

2.6     The Consultant agrees that it will perform
  the Consulting Services in accordance with all applicable laws.

2.7     The Consultant agrees to
  indemnify and save the Corporation harmless with respect to any claim, suit,
  proceedings or judgment, whether regulatory or of a court of competent jurisdiction
  arising from any breach of the Agreement by the Consultant.

2.8     The term of this Agreement
  shall commence of the 2nd day of January 2002 for a period of not less than
  6 months and may be extended upon mutual consent of the parties.

2.9     Notwithstanding section 2.8,
  the Company may terminate this Agreement by providing the Consultant with at
  least 60 days written notice and providing the Consultant with a cancellation
  payment equal to six months fees plus any unpaid portion of the minimum six
  months.

ARTICLE 3Compensation

3.1     The Corporation agrees to
  pay the Consultant, in consideration of the provision by the Consultant of the
  Consulting Services to the Corporation, the sum of US$17,000 dollars per month
  commencing January 2, 2002. This fee is based on the consultant providing a
  minimum of two senior staff for approximately two third of a normal work month
  each to the project.

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3.2     The Corporation agrees to
  reimburse the Consultant for all reasonable disbursements including travel and
  accommodations expenses, printing and mailing costs, long-distance charges,
  outside services, and all other out-of-pocket expenses incurred by the Consultant
  in the performance of its obligations pursuant to this Agreement. The Consultant
  agrees to provide us the Corporation with original receipts for disbursements
  and expenses incurred where procurable.

3.3     The parties agree that from
  time to time the contract may be reduced or expanded in scope or may be temporarily
  suspended for a period of time. Payments will be altered to reflect this situation.

3.4     The Corporation agrees to make payments to
  such parties as may be directed by the Consultant.

ARTICLE 4Confidentiality

4.1     The Consultant will not,
  directly or indirectly, use, disseminate, disclose, communicate, divulge, reveal,
  publish, use for its own benefits, copy, make notes of, input into a computer
  data base or preserve in any way any confidential information relating to the
  Corporation or its subsidiaries, associates or affiliated corporations whether
  during the term of this Agreement or thereafter, unless it first received written
  permission to do so from an authorized officer of the Corporation.

4.2     For the purposes of this
  Agreement, Confidential information is information disclosed to
  or acquired by the Consultant relating to the business of the Corporation or
  its subsidiaries, associates or affiliated corporation, their projects or the
  personal affairs of their directors, officers and shareholders, including information
  developed or gathered by the Consultant which has not been approved by the Corporation
  for public dissemination. Confidential information does not include information
  in the public domain, information released from the provisions of this Agreement
  by written authorization of an authorized officer of the Corporation, information
  which is part of the general skill and knowledge of the Consultant and does
  not relate specifically to the business of the Corporation and information which
  is authorized by the Corporation to be disclosed in the ordinary course or is
  required by law or applicable regulatory policy to be disclosed.

ARTICLE 5Miscellaneous

5.1     Any notice required or permitted
  to be given hereunder shall be given by hand delivery, facsimile transmission
  or by registered mail, postage prepaid, addressed to the parties at their respective
  addresses as previously set forth and any such notices given by and delivery
  of by facsimile transmission shall be deemed to have been received on the

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date of delivery or transmission and if given by prepaid registered
  mail, shall be deemed to have been received on the third business day immediately
  following the date of mailing. The parties shall be entitled to give notice
  of changes of addresses from time to time in the manner hereinbefore provided
  for the giving of notice.

5.2     Time shall be the essence of this Agreement.

5.3     The provisions of this Agreement
  shall enure to the benefit of and be binding upon the Corporation and the Consultant
  and their respective successors and assigns. This Agreement shall not be assignable
  by the Consultant.

5.4     This Agreement constitutes
  the entire agreement between the parties hereto pertaining to the subject matter
  hereof and supersedes all prior and contemporaneous agreements, understanding,
  negotiations and discussion, whether oral or written of the parties hereto in
  connection with the subject matter hereof. No supplement, modification, waiver
  or termination of this Agreement shall be binding unless executed in writing
  by the parties to be bound thereby.

IN WITNESS WHEREOFthis Agreement has been executed by the parties.

ANTARES INVESTMENTS LTD.

|Per: |                    | 
|---- | ------------------ | 
|     | /s/ Graham Douglas | 
|     |                    | 
|     |                    | 
|     |                    | 
|     | Print Name         | 

TRADEZAP, INC.

|Per: |                | 
|---- | -------------- | 
|     | /s/ Ian Brodie | 
|     |                | 
|     |                | 
|     | IAN BRODIE     | 
|     |                | 
|     | Print Name     | 

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