Filed by Automated Filing Services Inc. (604) 609-0244 - Online Innovation, Inc. - Exhibit 10.2





 CONSULTING AGREEMENT

 THIS CONSULTING AGREEMENT (this "Agreement") is made
  this 24th day of November 2003, by and between Online Innovation, Inc., having
  an office at 1118 Homer St., Suite 118, Vancouver, BC, Canada V6B 6L5, hereinafter
  referred to as "the Client" and Westport Strategic Partners, Inc., having an
  office at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, Florida 33301, hereinafter
  referred to as "the Consultant". 

 WITNESSETH:

 WHEREAS, the Client wishes to retain the services of
  the Consultant for the period provided in this Agreement, and the Consultant
  is willing to provide its services to the Corporation for the period under the
  terms and conditions hereinafter provided. 

 NOW, THEREFORE, in consideration of the mutual covenants
  hereinafter set forth, the parties hereto agree as follows: 

 1.    Appointment 

  Client hereby appoints and engages Consultant as its advisor and to provide
  the services described in paragraph 2 herein, pursuant to the terms and conditions
  of this Agreement. Consultant accepts such engagement and agrees to perform
  the services upon the terms and conditions of said Consulting Agreement. 

 2.    Authority and Description of Services
  

  During the term of this Agreement, Consultant shall furnish some or all of the
  various services from time to time as requested by the Client and agreed upon
  by the parties as described below: 

	 	 a.      	 Provide an independent research report, written
        by a qualified CFA, which is distributed to a combination of broker dealers,
        institutions, or micro and small-cap funds. Conduct follow-up conversations
        with recipients of the research report and introduce them to the Client.
        Provide a listing of interested recipients of the research report to the
        Client and assist the Client in coordinating appointments with any interested
        recipient. 

	 
	 	 b.      	 Provide consultation on the shareholder relations
        aspects of the Client, which includes assistance in developing an institutional
        due diligence book. Assist Client in strategic planning for potential
        mergers, acquisitions, and strategic relationships. 



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 Consultant shall not be required to perform any investment
  banking related activities on behalf of Client as a condition of this Agreement.
  For the purposes of this Agreement investment-banking activities shall be defined
  as being any of the following: 

	 	 	 i.      	 The location, negotiation and/or securing of public
        or private debt for Client. 

	 
	 	 	 ii.      	 The location, negotiation and/or securing of any
        public or private equity for Client. 

	 
	 	 	 iii.      	 The production of any documentation that is to be
        utilized for the sole purpose and activity as relating to subheadings
        (1) and (2) above. 

	 
	 	 	 iv.      	 Any other activities as may normally be associated
        with the practice of investment banking. 



 3.    Term of Agreement 

  This Agreement shall become effective upon execution hereof and shall continue
  thereafter and remain in effect for a period of three (3) months. Thereafter,
  this Consulting Agreement shall automatically renew for successive one-month
  periods unless either party gives at least 10-business days written notice prior
  to the expiration of the then current period that it does not wish for this
  Consulting Agreement to extend for an additional one-month period. It is expressly
  acknowledged and agreed by and between the parties hereto that Consultant shall
  not be obligated to provide any services and/or perform any work related to
  this Consulting Agreement until such time any agreed and/or specified retainer
  (deposit, initial fee, down payment) in U.S. funds, and/or other specified and/or
  agreed valuable consideration, has been received by Consultant as outlined on
  Addendum "A". Time is of the essence with respect to payment by Client to Consultant.


 4.    Where Services Shall be Performed
  

  Consultant's services shall be performed at the main office location of Consultant
  or other such designated location(s) as Consultant and Client agree are the
  most advantageous for the work to be performed. 

 5.    Limitations on Services 

  The parties hereto recognize that certain responsibilities and obligations are
  imposed by Federal and state securities laws and by the applicable rules and
  regulations of stock exchanges, the National Association of Securities Dealers,
  in-house "due diligence" or "compliance" departments of brokerage houses, etc.
  Accordingly, Consultant agrees as follows: 

	 	 a.      	 Consultant shall NOT release any financial or other
        information or data about Client without the consent and approval of Client.
      

	 
	 	 b.      	 Consultant shall NOT conduct any meetings with financial
        analysts without informing Client in advance of any proposed meeting;
        the format or agenda of such meeting and Client may elect to have a representative
        of Client attend such meeting. 

	 
	 	 c.      	 Consultant shall NOT release any information or
        data about Client to any selected or limited person(s), entity, or group
        if Consultant is aware that such 



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	 	 information or data has not been generally
        released or promulgated and Client requests in writing that said information
        or data is not to be so released or promulgated. 

	 
	 6.    Duties of
      Client 
	 
	 	 a.      
	 Client shall supply Consultant, on a regular
        and timely basis with all approved data and information about Client,
        its management, its products, and its operations and Client shall be responsible
        for advising Consultant of any facts which would affect the accuracy of
        any prior data and information previously supplied to Consultant so that
        Consultant may take corrective action. 

	 
	 	 b.      
	 Consultant reports are not intended to
        be used exclusively in the sale or offering of securities. Accordingly,
        Client, by the execution hereof agrees to each of the points listed below
        and to indemnify and hold Consultant harmless for any breach of these
        representations and covenants. 

	 
	 	 	 i.      
	 Client will keep Consultant apprised of the progress
        of any offering of securities, including but not limited to S-8 filing
        or Regulation S unless prohibited by Federal Securities laws. 

	 
	 	 	 ii.      
	 Client will keep Consultant apprised of any current
        or anticipated "Quiet Periods" subject to Federal Securities laws. 

	 
	 	 	 iii.     
      
	 Client will not use Consultant's research reports
        exclusively regarding the Client in connection with any offering of securities
        without the prior written consent of Consultant. 

	 
	 	 d.      
	 In that Consultant shareholders, officers,
        employees, and/or members of their families may hold a position in and
        engage in transactions with respect to Client securities, and in light
        of the fact that Consultant imposes restrictions on such transactions
        to guard against trading on the basis of material nonpublic information,
        Client shall contemporaneously notify Consultant if any information or
        data being supplied to Consultant has not been generally released or promulgated.
      

	 
	 7.    Representation
      and Undertakings 
	 
	 	 a.      
	 Client shall be deemed to make a continuing
        representation of the accuracy of any and all material facts; material,
        information and data which it supplies to Consultant and Client acknowledges
        its awareness that Consultant will rely on such continuing representation
        in disseminating such information and otherwise performing its functions
        hereunder. 

	 
	 	 b.      
	 Consultant, in the absence of notice in
        writing from Client, will rely on the continuing accuracy of material,
        information and data supplied by Client. 

	 
	 	 c.      
	 Client hereby authorizes Consultant to
        issue, in Consultant's sole discretion, after notice to and approval by
        Client, corrective, amendatory, supplemental, or explanatory press releases,
        shareholder communications and reports or data supplied to analysts, broker-dealers,
        market makers, or other members of the financial community. 

	 
	 	 d.      
	 Client shall cooperate fully and timely
        with Consultant to enable Consultant to perform its duties and obligations
        under this Agreement. 



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	 	 e.      	 The execution and performance of this Agreement
        by Client has been duly authorized by the Management and Officers of Online
        Innovation, Inc. in accordance with applicable law, and, to the extent
        required, by the requisite number of shareholders of Client. 

	 
	 	 f.      	 The performance by Client of this Agreement will
        not violate any applicable court decree or order, law or regulation, nor
        will it violate any provision of the organizational documents and/or bylaws
        of Client or any contractual obligation by which Client may be bound.
      

	 
	 	 g.      	 Client activities pursuant to this Agreement or
        as contemplated by this Agreement do not constitute and shall not constitute
        acting as a securities broker or dealer under Federal or state securities
        laws; any contract between Client and a potential investor in Client shall
        be such that Client would be acting merely as a consultant with respect
        to such prospective investor obligations under this Agreement. 

	 
	 	 h.      	 Client shall act diligently and promptly in reviewing
        materials submitted to it by Consultant to enhance timely distribution
        of the materials and shall inform Consultant of any inaccuracies contained
        therein within a reasonable time prior to the projected or known publication
        date. 

	 
	 	 i.      	 Consultant shall make the initial draft report available
        for review by the Client no later than 30 days after the execution of
        this Agreement. 

	 
	 	 j.      	 Client acknowledges that the report provided by
        the analyst is not a buy/sell recommendation or price target recommendation.
      

	 
	 	 k.      	 Client acknowledges that the analyst has the right
        to distribute the report to their respective organizations and associations.
      

	 
	 	 l.      	 Client acknowledges that the Consultant reserves
        the right to halt or suspend services if Client becomes 30 days delinquent
        on the compensation for services. 

	 
	 8.    Representation
      and Indemnification of Consultant 
	 
	 	 a.      	 The execution and performance of this Agreement
        by Consultant has been duly authorized by the Board of Directors of Consultant
        in accordance with applicable law, and, to the extent required, by the
        requisite number of shareholders of Consultant. 

	 
	 	 b.      	 The performance by Client of this Agreement will
        not violate any applicable court decree or order, law or regulation, nor
        will it violate any provision of the organizational documents and/or bylaws
        of Client or any contractual obligation by which Client may be bound.
      

	 
	 	 c.      	 Consultant's activities pursuant to this Agreement
        or as contemplated by this Consulting Agreement do not constitute and
        shall not constitute acting as a securities broker or dealer under Federal
        or state securities laws. 

	 
	 	 d.      	 Consultant shall be diligent in the performance
        of its duties under this Agreement and further represents and warrants
        that it shall always perform such duties in a timely manner. 



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 9.    Mutual Indemnifications 

  Each of the Client and the Consultant agree that they will indemnify and hold
  harmless each other, their respective affiliates, control persons, officers,
  directors, employees and agents and each person who controls each of them within
  the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the
  Securities Exchange Act of 1934 (the Consultant or the Client, as the case may
  be, and each such entity and person being hereinafter called an "Indemnified
  Party") from and against any and all losses, claims, damages, liabilities, costs
  or expenses (including reasonable attorneys' and accountants' fees) as incurred,
  to which such Indemnified Party may become subject which are (a) related to
  or arise out of actions taken or omitted to be taken (including any untrue statements
  made or any statements omitted to be made) by an Indemnified Party with the
  Client's or the Consultant's consent or in conformity with the instructions
  of, or actions taken or omitted to be taken by the Client or the Consultant
  or (b) otherwise related to or arising out of each party's action pursuant to
  this Agreement. The Client and the Consultant, as the case may be, also agree
  to reimburse each Indemnified Party within thirty (30) days of submission of
  an invoice with respect thereto for all expenses incurred (including fees and
  disbursements of counsel) in connection with the investigation of or the preparation
  for or defense of any pending or threatened formal or informal claim, action,
  investigation or other proceeding caused by or arising out of or in connection
  with the Consultant's or the Client's actions pursuant to this Agreement, whether
  or not the Consultant or the Client, as the case may be, is named party thereto
  and whether or not any liability results therefrom. The Client or the Consultant,
  as the case may be, will not be responsible, however, for any loss, claim, damage
  or liability for which indemnification is sought solely pursuant to the first
  sentence of this paragraph which a court of competent jurisdiction shall have
  determined by a final judgment to have resulted primarily from willful misconduct
  or gross negligence on the part of the Indemnified Party seeking indemnification
  hereunder. 

 Promptly after receipt by any Indemnified Party of notice
  of any complaint or the commencement of any action or proceeding in connection
  with any matter related to a party's activities pursuant to the letter agreement,
  such party will notify the Client or the Consultant, as the case may be, in
  writing, of such complaint or of the commencement of such action or proceeding
  and if the Client or the Consultant so elects or is requested by the other party,
  the Client or the Consultant, as the case may be, will assume the defense of
  such action or proceeding, including the employment of counsel reasonably satisfactory
  to the other party and the payment of the fees and disbursements of such counsel,
  in which event the Client or the Consultant, as the case may be, shall not be
  obligated to pay the fees and disbursements of separate counsel for the other
  party in such action. However, failure by the other party to so notify the Client
  or the Consultant, as the case may be, of such claim or such commencement shall
  not relieve the Client or the Consultant, as the case may be, from any obligation
  hereunder except to the extent that such failure shall result in prejudice to
  the Client or the Consultant, as the case may be. In the event, however, that
  the other party's legal counsel shall determine that defenses may be available
  to an Indemnified Party that are different from or in addition to those available
  to the Client or the Consultant, as the case may be, or that there is or could
  reasonably be expected to be a conflict of interest by reason of the Client
  or Consultant,

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 as the case may be, and an Indemnified Party having common
  counsel in any action or proceeding, or if the Client or the Consultant, as
  the case may be, has not assumed the defense of any action or proceeding, or
  if the Client has not assumed the defense of any action or proceeding, then
  the other party may employ separate counsel to represent or defend it or any
  Indemnified Party in any such action or proceeding in which it or such Indemnified
  Party may become involved or is named as defendant and the Client or the Consultant,
  as the case may be, shall pay the fees and disbursements, as incurred by such
  separate counsel; provided that the Client shall not be obligated to pay the
  fees and disbursements of more than one such separate counsel for any one such
  action or proceeding in any one jurisdiction. 

 The reimbursement, indemnity and contribution obligations
  of the Client or the Consultant, as the case may be, under this paragraph shall
  be in addition to any liability which the Client or the Consultant, as the case
  may be, may otherwise have and shall be binding upon and inure to the benefit
  of any successors, assigns, heirs and personal representatives of the Client,
  the Consultant and any such person. The provisions of this Section 9 shall survive
  the termination and expiration of this Agreement. 

 10.   Agreement not to Hire 

  Client acknowledges that Consultant has expended considerable time, effort and
  expense in training the respective employees of Consultant in the methods of
  operation, and that the employees of Consultant will acquire confidential knowledge
  and information as to accounts, customers and business patrons, as well as confidential
  knowledge and information concerning the methods, forms, contracts and negotiations
  of Consultant. Client agrees not to employ any employee of Consultant for a
  period of twelve months from the expiration or termination of this Contract,
  without the written consent of Consultant. 

	 11.    Compensation
    
	 
	 	 a.      	 Compensation payable to Consultant for all general
        investor relations services and other services hereunder, including but
        not limited to acquisition and merger services, shall be paid by Client
        to Consultant by the means and in the manner or manners as described in
        "Addendum A", a copy of which is attached hereto and incorporated herein
        by this reference. 

	 
	 	 b.      	 All moneys payable hereunder shall be in U.S. funds.
      

	 
	 	 c.      	 For all special services, not within the scope of
        this Consulting Agreement, Client shall pay to Consultant such fee(s)
        as, and when, the parties shall determine in advance of performance of
        said special services, provided Client has agreed to said special services.
      



 12.   Amendment 

  Client will not, by Amendment to its Articles of Incorporation or through any
  reorganization, transfer of assets, consolidation, merger, dissolution, issue
  or sale of securities or any other voluntary action, avoid or seek to avoid
  the observance of any term of this Agreement.


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 13.   Consultant as an Independent Contractor 

  Consultant shall provide said services as an independent contractor, and not
  as an employee or of any Client affiliated with Client. Consultant has no authority
  to bind Client or any affiliate of Client to any legal action, contract, agreement,
  or purchase, and such action cannot be construed to be made in good faith or
  with the acceptance of Client; thereby becoming the sole responsibility of Consultant.
  Consultant is not entitled to any medical coverage, life insurance, savings
  plans, health insurance, or any and all other benefits afforded Client employees.
  Consultant shall be solely responsible for any Federal, State or local taxes,
  and should Client for any reason by required to pay taxes at a later date, Consultant
  shall reassure such payment is made by Consultant and not by Client. Consultant
  shall be responsible for all workers compensation payments and herein holds
  Client harmless for any and all such payments and responsibilities related hereto.


 14.   Consultant May Engage in Conflicting Activities 

  Client hereby acknowledges notification by Consultant and understands that Consultant
  does, and shall, represent and service other and multiple clients in the same
  manner as it does Client, and that Client is not an exclusive client of Consultant.
  The Consultant will immediately notify in writing to the Client if the Consultant
  is representing other clients that are in direct competition or offering similar
  services as the Client that this agreement is by and between. 

 15.   Amendments 

  This Agreement may be modified or amended, provided such modifications or amendments
  are mutually agreed upon by and between the parties hereto and that said modifications
  or amendments are made in writing and signed by both parties. 

 16.   Severability 

  If any provision of this Agreement shall be held to be contrary to law, invalid
  or unenforceable for any reason, the remaining provisions shall continue to
  be valid and enforceable. If a court finds that any provision of this Agreement
  is contrary to law, invalid or unenforceable, and that by limiting such provision
  it would become valid and enforceable, then such provision shall be deemed to
  be written, construed, and enforced as so limited. 

 17.   Termination of Agreement

  This Agreement may not be terminated by either party prior to the expiration
  of the term provided in paragraph 3 above except as follows: 

	 	 a.      	 Upon the bankruptcy or liquidation of the other
        party; whether voluntary or involuntary; 

	 
	 	 b.      	 Upon the other party taking the benefit of any insolvency
        law; 

	 
	 	 c.      	 Upon the other party having or applying for a receiver
        appointed for either party; 

	 
	 	 d.      	 Upon the three month anniversary date of this Consulting
        Agreement provided that the Client provides Consultant at least 10-business
        days written notice 



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	 	 	 that the Client does not want to extend contract
        on a month-to-month basis; and/or 

	 
	 	 e.      	 As provided for in paragraph 20 below. 

	 
	 	 f.      	 As provided for in section 7 (i) 



 18.   Arbitration 

  The parties agree to submit any controversy or claim arising out of, or relating
  to any provision(s) of the Agreement, or breach thereof, to binding Commercial
  Arbitration Rules of the American Arbitration Association of the state of incorporation
  of the client. Judgment upon the award rendered by the arbitrator(s) shall be
  final and binding on the parties and may be entered by either party in any court
  or forum, state or federal, having jurisdiction. If legal action is taken to
  enforce this Agreement, the prevailing party shall be entitled to recover reasonable
  attorney fees, interest, if applicable, plus arbitration cost for the expense
  of collection or defense of the action. 

 19.   Non-waiver 

  The failure of either party, at any time, to require any such performance by
  any other party shall not be construed as a waiver of such right to require
  such performance, and shall in no way affect such party's right to require such
  performance and shall in no way affect such party's right subsequently to require
  full performance hereunder. 

 20.   Early Termination 

  In the event Client fails or refuses to fulfill its duties as required in Section
  6 and 7 hereof or fails or refuses to make timely payment of the compensation
  set forth above, Consultant shall have the right to terminate any further performance
  under this Agreement. In the event Consultant fails or refuses to fulfill its
  duties as required in Section 7 (i) hereof, the Client shall have the right
  to terminate any further performance under this Agreement. The Consultant understands
  that any compensation due under this Agreement for months 2 and 3 will be forfeited
  and the Consultant will have no rights or claims against the Client for these
  amounts. In such event, the Client fails or refuses to fulfill its duties as
  required in Section 6 and 7 hereof and upon notification thereof, all compensation
  shall become immediately due and payable and/or deliverable, and Consultant
  shall be entitled to receive and retain the same as liquidated damages and not
  as a penalty, in lieu of all other remedies the parties hereby acknowledge and
  agree that it would be too difficult currently to determine the exact extent
  of Consultant's damages, but that the receipt and retention of such compensation
  is a reasonable present estimate of such damage. Furthermore, Client acknowledges
  that if Consultant must retain legal representation or a collection agency to
  collect the compensation, Client will undertake the associated costs of collection.


 21.   Limitation of Consultant Liability
  

  In the event Consultant fails to perform its work or services hereunder (which
  does not include a breach of Section 5 above), its entire liability to Client
  shall not exceed the amount of cash, stock and other compensation Consultant
  has received from Client under Addendum A. Except in the case of a breach of
  Section 5 above or any unauthorized alteration of information provided by Client
  to Consultant, Consultant shall not be liable

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 to Client for any indirect, special or consequential damages,
  nor for any claim against Client by any person or entity arising from or in
  any way related to this Consulting Agreement.

 22.   Ownership of Materials 

  All right, titles and interest in and to materials to be produced by Consultant
  in connection with this Consulting Agreement and other services to be rendered
  under said Consulting Agreement shall be the sole and exclusive property of
  Client; provided, however, that Client shall use Consultant's
  research reports produced by Consultant pursuant hereto only as fully produced
  and presented to Client and it shall not reproduce such reports except for reproductions
  that are done in full.

 23.   Miscellaneous 

	 	 a.      	 Effective date of representations shall be no later
        than the date of execution by the parties of this Agreement. 

	 
	 	 b.      	 Currency: In all instances, references to dollars
        shall be United States Dollars. 

	 
	 	 c.      	 This Agreement shall be governed by the laws of
        the State of Florida, without giving effect to any conflicts of laws principles.
      



 24.   Notices 

  All notices hereunder shall be in writing and addressed to the party at the
  address herein set forth, or at such other address which notice pursuant to
  this section may be given, and shall be given by either personal delivery, certified
  mail, express mail or other national or three (3) business days after being
  mailed or delivered to such courier service. Any notices to be given hereunder
  shall be effective if executed by and sent by the attorneys for the parties
  giving such notice, and in connection therewith the parties and their respective
  counsel agree that in giving such notice such counsel may communicate directly
  in writing with such parties to the extent necessary to give such notice. Any
  notice required or permitted by this Consulting Agreement to be given shall
  be given to the respective parties at the address first written above, on page
  one (1) of this Consulting Agreement. 

 25.   Parent and Subsidiary Companies or Entities
  

  This Agreement applies to all parent, subsidiary or affiliate companies of Client.


 26.   Exclusion with Respect to Partnership
  

  The parties agree that, in no way, shall this Agreement be construed as being
  an act of partnership between the parties hereto and that no party hereto shall
  have, as a result of the execution of this Agreement, any liability for the
  commitments of any other party of any type, kind or sort. 

 27.   Inurement 

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

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 28.   Entire Agreement 

  This Agreement and the Addendums attached hereto contain the entire agreement
  of the parties and may be modified or amended only by agreement in writing,
  signed by the party against whom enforcement of any waiver, change, amendment,
  modification, extension or discharge is sought. It is declared by both parties
  that there are no oral or other agreements or understanding between them affecting
  this Agreement, or relating to the business of Consultant. This Agreement supersedes
  all previous agreements between Consultant and Client. 

 29.   Disclaimer 

  Consultant is not being retained to perform accounting or legal services on
  behalf of Client. Consultant is not licensed as a stock or securities broker
  and is not in the business of selling such stocks or securities or advising
  as to the investment viability or worth of such stocks or securities. It is
  the responsibility of Client to obtain advice of counsel and approve all materials
  published by Consultant to ensure compliance with Federal and state securities
  laws applicable to the activities of Client. 


IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement. 

	 Online Innovation, Inc.  	 	 Westport Strategic Partners, Inc.  
	 	  	 	 	 
	 	  	 	 	 
	By	 /s/
      Chad D. Lee  	 	By 	 /s/ Michael Poricelli 
    
	 	 Chad Lee  	 	  	 Michael Poricelli  


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 ADDENDUM A 

 Compensation 

  Three-thousand Dollars ($3,000) a month, payable in advance, on the 25th day
  of each month commencing on November 25, 2003. The monthly compensation shall
  be sent via overnight mail to: 

 Westport Strategic Partners, Inc. 

  ATTN: Maria Pulice 

  110 E. Broward Blvd., Suite 1700 

  Ft. Lauderdale, FL 33301 

  (954) 315-3860 


or wired to: 

 Northern Trust Bank of Florida 

  1100 E. Las Olas Blvd. 

  Ft. Lauderdale, FL 33301 

  Routing No.: 066009650 

  Account No.: 1410019039 

  Account Name: Westport Strategic Partners, Inc. 

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