EXHIBIT 10.3

                              Consulting Agreement

                                 By and between

                      Azonic Corporation and David Smardon


This Management  Services Agreement (this "Agreement") made as of the 1st day of
October,   2004,  by  and  between  AZONIC   CORPORATION  a  Nevada  Corporation
(hereinafter  "the Company'") and DAVID SMARDON,  an individual  residing in the
province of Ontario, Canada (hereinafter the "Provider").

WHEREAS,  the  Company  has the  need for  certain  financial,  operational  and
strategic planning services relating to its operations,  including financing and
strategic organizational structuring; and

WHEREAS,  the  Provider has agreed to provide such  financial,  operational  and
strategic planning services relating to its operations,  including financing and
strategic organizational structuring; and

WHEREAS,  the Company has agreed to reimburse  the Provider for the cost of such
financial,   operational  and  strategic   planning  services  relating  to  its
operations, including financing and strategic organizational structuring; and

NOW,  THEREFORE,  for and in  consideration  of the  forgoing  and the terms and
conditions contained hereinafter, the parties hereto agree as follows:

1.0 Term.

The initial term of this Agreement shall be for a 2 (two) year period  beginning
and  effective  upon the Provider  being  elected a director of the Company (the
"Initial  Term");  provided,  however,  that the  Company  or the  Provider  may
terminate  this  Agreement for cause at any time. The Company may also terminate
this Agreement without cause on 90 days prior written notice,  provided that the
Company will be obligated to pay the lesser of: a) 6 (six) months fees or b) the
remainder due under the Initial Term  (provided  that the  Company's  failure to
renew  the  Initial  Term  or any  extension  thereof  shall  not  constitute  a
termination by the Company for purposes of this  sentence).  This agreement will
automatically  renew for  successive  terms of 1 (one) year unless 60 days prior
written  notice  is  provided  to  either  party of  intent  to  terminate  this
agreement.  As used herein,  "cause" shall mean either the Company's  failure to
timely  make the  payments  specified  in Section  3.0 hereof or the  Provider's
failure to competently  perform the services specified in Section 2.0 hereof, as
applicable,  in each case after notice from one party to the other setting forth
the grounds on which the initiating party believes that this Agreement should be
terminated for cause and providing the other party with a reasonable opportunity
to cure any such deficiencies to the extent that such deficiencies are curable.

2.0 Services.

          2.1  The Provider agrees to provide, and the Company agrees to accept,
               financial,  operational and strategic  planning services relating
               to   its   operations,    including   financing   and   strategic
               organizational  structuring,  described  in  Exhibit  A  attached
               hereto and as otherwise  mutually  agreed by the Provider and the
               Company (the "services").

          2.2. If not otherwise agreed,  the specification of particular methods
               for  rendering  the  Services  and the  assignment  of  personnel
               therefor  will be determined by the Provider in such manner as in
               the Provider's judgement will best serve the objectives indicated
               by the Company. Such methods may include, but are not limited to:
               (a)  remote   consulting  (by  telephone,   fax,  E-mail,   video
               conferencing,  etc.);  (b) written advice;  (c)  participation in
               meetings, seminars and workshops; (d) secondment of employees for
               specific activities;  (e) supply of technical materials,  studies

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               and   other    information;    (f)   introduction   to   persons,
               firms/companies  which may be of interest to the Company; and (g)
               other means mutually agreed upon from time to time.

3.0 Compensation.

In consideration  for the Services,  the Company shall pay the Provider a fee of
US$3,000  per month,  payable  in advance  for each  calendar  month  during the
Initial Term or any  extension  thereof.  The Company  shall also  reimburse the
Provider for its reasonable  out-of-pocket  expenses incurred in connection with
the Services, payable upon delivery of the Provider's invoice therefor.

4.0 Obligations.

          4.1  The Company  agrees to fully  cooperate  with the Provider and to
               supply  the  Provider  with  any and all  information  reasonably
               necessary   to  enable  the  Provider  to  perform  the  Services
               hereunder,  in such  form  as may be  reasonably  requested.  The
               Company  will give the Provider  representatives'  free access to
               any and all sources of information reasonably necessary to enable
               the Provider to  satisfactorily  perform the  Services;  provided
               that the  Provider  shall  not,  and shall not  permit any of its
               representatives,  employees  or  agents  to,  disclose  any  such
               information to any third party except to the extent  necessary to
               enable the  Provider  to perform  the  services  or to the extent
               required by applicable law.

          4.2  The Provider  agrees to fully  cooperate  with the Company and to
               supply  the  Company  with  any  and all  information  reasonably
               necessary  to  enable  the  Company  to meet  its  legal  and tax
               requirements.

5.0 Liability.

The Provider  shall have no liability to the Company except to the extent of the
actual damages  (excluding lost profits or special or punitive damages) suffered
by the Company as a direct result of the gross negligence or greater culpability
of the Provider.

6.0 Indemnity.

The Company shall indemnify the Provider and its officers, directors, employees,
independent contractors, agents and representatives, in their capacities as such
(each, an "Indemnified Party"),  against and hold them harmless from and any all
damage,  claim,  loss,  liability and expense  (including,  without  limitation,
reasonable attorneys' fees and expenses) incurred or suffered by any Indemnified
Party arising out of or relating to the Services, except to the extent that such
damage,  claim,  loss,  liability or expense is found in a final non-appeal able
judgement to have  resulted  from the  Provider's  gross  negligence  or willful
misconduct.

7.0 Notices.

All notices and other  communications  given or made pursuant to this  Agreement
shall be in  writing  and shall be (i) sent by  registered  or  certified  mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following  addresses (or at such other addresses as shall be specified by
the parties by like notice):


(i)      if to the Provider at:
         The Exchange Tower
         Suite 1800
         130 King Street West
         Toronto, Ontario M5X 1E3
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(ii)     if to the Company at:
         Azonic Corporation
         7 Dey Street, Suite 900
         New York, NY 10007
         Attention: Gregory Laborde

Each  notice or  communication  shall be  deemed to have been  given on the date
received.


8.0 Miscellaneous Provisions.

          8.1  This Agreement contains the complete understanding of the parties
               hereto  and  there  are no  understandings,  representations,  or
               warranties of any kind,  express or implied not  specifically set
               forth  herein.  This  Agreement  may be  amended  only by written
               documents  signed by duly authorized  representatives  of each of
               the parties hereto.

          8.2  This Agreement  shall be governed,  construed and  interpreted in
               accordance with the laws of the State of New York.

          8.3  This Agreement may be executed in separate  original or facsimile
               counterparts,  each of which shall be deemed an original and both
               of which taken together shall constitute a single agreement.

          8.4  This  Agreement  shall be for the benefit of the Provider and the
               Company  and  shall  be  binding   upon  the  parties  and  their
               respective successors and permitted assigns.

          8.5  Every provision of this Agreement is intended to be severable. If
               any term or  provision  hereof  is  illegal  or  invalid  for any
               reasons  whatsoever,  such term or provision shall be enforced to
               the  maximum  extent  permitted  by law and,  in any event,  such
               illegality  or  invalidity  shall not affect the  validity of the
               remainder of the Agreement.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the day and year first above written.

         AZONIC CORPORATION


         Per:________________________________________
         Gregory Laborde



         --------------------------------------------
         David Smardon





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                                   EXHIBIT A

The  Services  to  be  rendered  under  this  Agreement  may  include,   without
limitation, the following:

          1.   Assistance, advice and support in strategic policy;

          2.   Assistance, advice and support in strategic business organization
               and structuring;

          3.   Assistance and advice in financing matters,  including  providing
               introductions to potential private and institutional investors;





























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