Exhibit 10.3
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                               FUNDING AGREEMENT


         This Funding  Agreement  ("Agreement")  is dated January 2, 2004 and is
between  Arrakis  Select,   Inc.   ("Arrakis")  and  Wellstone   Filters,   Inc.
("Wellstone").

                                 R E C I T A L S

         WHEREAS,  Arrakis is a private  investment  group  interested in equity
financing of Wellstone; and

         WHEREAS, Wellstone is in need of funding for its working capital needs.

         NOW THEREFORE,  in  consideration  of the foregoing  recitals,  and the
promises contained herein, the parties agree as follows:

         Section 1.  Funding  Requirements.  Arrakis  agrees to provide  all the
monthly  funding  requirements  of  Wellstone  for 90 days from the date of this
Agreement, renewable for 90 additional days at the option of Arrakis. Investment
shall be made in cash (wire or other  immediately  available  funds).  As of the
date of this Agreement such  requirements are estimated to be $15,000 per month.
This will be an equity  investment.  In exchange ofr Arrakis'  cash  investment,
Wellstone agrees to issue to Arrakis Wellstone common stock at a price per share
equal to the  closing  bid price of the  common  stock as of the 15th day of the
month in which each tranche of funding is made,  irrespective of the date of the
month the  funds are  received  by  Wellstone.  The  shares  will be  restricted
securities" as definedin Rule 144 of the Securities Act. Share certificates will
be issued in the name of  Arrakis'  nominee  for  securities  holding,  Sheridan
Clearing Corporation.

         Section 2. Investor  representations.  Arrakis represents that it is an
"accredited  investor"  as  defined  under  Regulation  D in that all its equity
owners are  accredited  investors,  and that it is investing for its own account
and not with the view to resale to  others.  No  commission  will be paid on the
funding to any  person.  Arrakis  agrees that at no time during the term of this
Agreement  will  it or  any of its  associates  engage  in  "short  selling"  of
Wellstone securities.

         Section  3. Rule 144.  Wellstone  agrees to permit  Arrakis to sell the
securities  purchased by Arrakis under and in  compliance  with Rule 144, and to
pay the costs of any legal  opinion for Rule 144 resales,  which  opinion may be
provided by Wellstone counsel. Wellstone will process any Rule 144 requests in a
reasonably  expeditious manner. Holding periods will be computed on a tranche by
tranche  basis;  for  example,  the shares  issued in  exchange  for the funding
provided in January 2004 will have a holding  period  computed  from the date of
receipt of funds in January  2004.  Wellstone  agrees to remove the  restrictive
legend on the share  certificates after two years from payment for each tranche,
provided Arrakis is not then an affiliate of Wellstone.

         Section  4.  Miscellaneous.  No waiver of any breach or default of this
Agreement  shall be  considered to be a waiver of any other breach or default of
this Agreement. Should any litigation be commenced between Arrakis and Wellstone
for any breach,  the party prevailing in such litigation  shall be entitled,  in
addition to such other relief that may be granted,  to a  reasonable  sum as and
for  their or his or its  attorney's  fees and costs in such  litigation.  Every

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provision  of  this  Agreement  is  intended  to be  severable.  If any  term or
provision  hereof  is  determined  to be  illegal  or  invalid  for  any  reason
whatsoever,  said illegality or invalidity  shall not affect the validity of the
remainder of this  Agreement.  The  interpretation  of this  Agreement  shall be
governed by the local law of the State of New York. This Agreement  contains the
entire  agreement  between the parties hereto with respect to the subject matter
thereof.  This  Agreement  shall  inure to the  benefit of the parties and their
successors and assigns.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

ARRAKIS SELECT, INC.                                    WELLSTONE FILTERS, INC.


By:                                                           By:
              Jehu Hand                                       Name:
              Managing Director                               Title:





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