EXHIBIT 10.52
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                              CONSULTING AGREEMENT
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      THIS CONSULTING  AGREEMENT (this  "Agreement") is made effective as of the
10th day of October,  2001 (the "Effective  Date") by and between TSET,  Inc., a
Nevada corporation (the "Company") and Jeffrey D. Wilson (the "Consultant").

                                    RECITALS:
                                    --------

      WHEREAS, the Company desires to engage the Consultant,  and the Consultant
desires to be engaged,  to provide certain  consulting  services to the Company,
pursuant to the terms and conditions of this Agreement;

      NOW THEREFORE,  in consideration of the mutual promises,  representations,
warranties  and  covenants  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound, hereby agree as follows:

                                   AGREEMENT:
                                   ---------

      1. RECITALS.  The above recitals are true and correct and are incorporated

      2. CONSULTING SERVICES. Consultant hereby agrees to provide to the Company
the consulting  services  described in this Section 2 on a non-exclusive  basis.
The Consultant  shall use his best efforts to assist the Company during the term
of this Agreement in connection  with the  following:  (i) assisting the Company
with the transition of services from the  Consultant's  role as Chief  Executive
Officer of the Company; (ii) assisting the Company in its legal proceedings with
W. Allan  Thompson,  Ingrid T.  Fuhriman,  Robert L. Fuhriman II and Weihao Long
(including, without limitation,  preparations and testimony given in deposition,
arbitration or other proceedings);  (iii) providing general legal and managerial
services; and (iv) providing other consulting services as mutually agreed by the
Consultant and the Company.

      3. HOURLY FEE. The Company shall pay the Consultant an hourly fee equal to
One  Hundred  Fifty  Dollars (US  $150.00)  per hour for each hour worked by the
Consultant in connection  with the  consulting  services  described in Section 2
(the  "Hourly  Fee").  The  Company  shall  make  available  to  the  Consultant
thirty-five (35) hours per calendar month during the term of this Agreement. The
Consultant shall perform thirty-five (35) hours of consulting services per month
and the Company shall pay the  Consultant  for the  thirty-five  (35) hours on a
bi-monthly basis.

      4. OPTIONS.  The Company  shall grant to the  Consultant on the earlier to
occur of (i) the  termination of this  Agreement,  or (ii) one (1) year from the
date hereof,  an option (the  "Option") to purchase from the Company a number of
shares of the Company's common stock,  par value $0.001 per share,  equal to (i)
the cumulative  number of hours worked by the Consultant during the term of this

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Agreement,  multiplied by (ii) one hundred (100). The Option shall be granted to
the Consultant upon the following terms and conditions:

            4.4.1.  EFFECTIVE DATE OF GRANT OF OPTION. The effective date of the
grant of the Option  pursuant to this  Section 4.4 shall be the earlier to occur
of (i) the  termination  of this  Agreement,  or (ii) one (1) year from the date
hereof.

            4.4.2.  TERM OF OPTION.  The term of the  Option  shall be three (3)
years.

            4.4.3.  PURCHASE  PRICE.  The exercise price per share of the Option
shall be the closing price of the Company's common stock as of the date of grant
of the Option.

            4.4.4.  VESTING OF OPTION.  The Option shall become fully vested and
exercisable upon the date of grant of the Option.

      5. INCENTIVE OPTION GRANT. The Company may, in its sole discretion,  grant
to the Consultant an option to purchase one hundred thousand (100,000) shares of
the  Company's  common  stock  (the  "Incentive  Option")  upon  the  successful
conclusion of the Company's legal proceedings  against W. Alan Thompson,  Ingrid
T.  Fuhriman,  Robert L. Fuhriman II and Weihao Long.  The term of the Incentive
Option  shall  be  three  (3)  years  and  fully  vest  and  become  exercisable
immediately  upon the grant hereof.  The exercise price of the Incentive  Option
shall be the  closing  price of the  Company's  common  stock on the date of the
grant thereof.

      6. EXPENSES; REIMBURSEMENT.  Within fifteen (15) days of the submission by
the  Consultant of adequate  documentation  as  determined  by the Company,  the
Company  shall  reimburse  the  Consultant  for all  reasonable  expenses  paid,
incurred or  advanced by him in the  performance  of the  services  contemplated
hereunder in accordance with the Company's  reimbursement policies as determined
from time to time in the sole discretion of the Board of Directors (the "Board")
or the Chief Executive Officer. Any disputes as to the eligibility of an expense
for  reimbursement  shall be resolved in the sole discretion of the Board or the
Chief Executive  Officer.  All expenses over two hundred fifty dollars ($250.00)
must be approved in advance by the Company's Chief Executive Officer.

      7.  TERM.  The term of this  Agreement  shall be for one (1) year from the
date hereof and may be extended by mutual written consent of the Company and the
Consultant.

      8.  TERMINATION.  The  Consultant may terminate this Agreement upon thirty
(30) days' prior written  notice.  The Company may terminate this Agreement upon
the occurrence of Cause (as defined  below).  "Cause" as used herein shall mean:
(i) the Consultant's willful misconduct;  (ii) the Consultant's  conviction of a
felony crime; (iii) a fraudulent action by the Consultant against the Company or
in connection with the performance of his services  hereunder,  as determined by
the  Company;  or (iv) the  Consultant's  failure or refusal to comply  with the
provisions  of this  Agreement  or his  failure  to  perform  his  services  and
obligations under this Agreement.  In the event the Consultant is terminated for
Cause, the Company shall be released from all obligations hereunder,  except for
the obligation to pay any compensation and expense  reimbursements  described in
Sections 3, 4 and 7 hereof  that have  accrued as of the  effective  date of any
such termination.

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      9. COMPANY PROPERTY.  If this Agreement is terminated for any reason,  the
Consultant  shall promptly return to the Company,  any and all documents and any
other materials of any type or nature  whatsoever  supplied to the Consultant by
the Company, and any reproductions thereof and any additions made thereto. Title
to any material  furnished to the  Consultant by the Company,  and any additions
made thereto, shall remain property of the Company and the Consultant shall have
no  ownership  interest in any of the  materials.  In addition,  all  documents,
training  materials,  presentation  materials,  names of potential investors and
other information and documents  produced or used by the Consultant on behalf of
the Company, is and shall be the property of, and shall remain in the possession
of, the Company and the  Consultant  shall have no ownership  interest in any of
said materials.

      10. CONFIDENTIAL INFORMATION.  The Consultant acknowledges that during the
term of this  Agreement,  the  Consultant  may be given  access to or may become
acquainted with Confidential  Information (as hereinafter  defined) and/or trade
secrets of the Company.  Subject to the exceptions set forth below and permitted
uses of  Confidential  Information in connection  with the provision of services
pursuant to this Agreement,  the Consultant  acknowledges  that the Confidential
Information  and/or trade  secrets of the Company as such may exist from time to
time,  are  valuable,  confidential,  special and unique  assets of the Company,
expensive  to produce  and  maintain  and  essential  for the  operation  of its
business.  The Consultant hereby agrees that he shall not communicate,  disclose
or  divulge  to any  Person,  as defined  below,  or use for its  benefit or the
benefit  of any  Person,  in any manner any  Confidential  Information  or trade
secrets of the Company acquired before or during the term of this Agreement,  or
any other  confidential  information  concerning  the conduct and details of the
businesses  of the  Company,  except as may be required  for the  Consultant  to
perform  the  services  hereunder  and  otherwise  to comply  with the terms and
conditions  and  intent  of  this  Agreement  and  by  law,  or to  enforce  the
Consultant's   rights  hereunder.   As  used  in  this  Section,   "Confidential
Information" of the Company means any and all  information  (verbal and written)
relating to the Company or any of its subsidiaries or any of its affiliates,  or
any of their respective activities,  including,  but not limited to, information
relating to trade secrets,  personnel  lists,  financial  information,  research
projects,  services used, pricing, software, software code, technical memoranda,
designs and specifications,  new products and services,  comparative analyses of
competitive  products,  technology,  know-how,  customers,  customer  lists  and
prospects, product sourcing,  marketing and selling and servicing.  Confidential
Information shall not include  information that, at the time of disclosure,  (a)
is known or available to the general public by publication  (including,  without
limitation,  the public  disclosure  of  information  pursuant to the  Company's
reporting  obligations  under  applicable  federal and state securities laws) or
otherwise  through  no act or failure  to act on the part of the  Consultant  in
violation of this Section 11, (b) became known or was derived by the  Consultant
by some  demonstrable  means other than as a result of the  Consultant's  access
thereto,  (c)  was  rightfully  received  from a  third  party  without  similar
restrictions and without breach of this Agreement or any other agreement, or (d)
was  independently  developed by the Consultant  without any  utilization of the
Confidential Information.  The Consultant shall not be liable for any disclosure
of Confidential Information made pursuant to a valid and enforceable judicial or
governmental  order (a "Mandated  Disclosure")  not sought by the Consultant for
the purpose of circumventing his obligations hereunder;  provided, however, that
the Consultant's obligations under this Section 11 shall be deemed satisfied if,
promptly upon the  Consultant's  receipt of a subpoena or other  written  notice
seeking  disclosure of Confidential  Information,  the Consultant  shall provide
written  notice to the Company of any attempt to obtain the Mandated  Disclosure

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and in any event prior to any disclosure of  Confidential  Information  pursuant
thereto,  and  reasonably  cooperates  with the  Company  in the event  that the
Company elects to legally contest and avoid the Mandated Disclosure.  As used in
this Section, "Person" means any individual, sole proprietorship, joint venture,
partnership, corporation, association, cooperation, trust or estate.

      11. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that, in
the performance of the services under this Agreement,  the Consultant  shall, at
all times, act as an independent contractor with respect to the Company. Nothing
in this  Agreement  is  intended  nor  shall be  construed  to  create,  for any
contractual,  tax,  statutory,   regulatory  or  other  purpose  whatsoever,  an
employer/employee  relationship,  a  partnership  relationship,  a joint venture
relationship or any other type of  relationship  other than as set forth herein.
The  relationship  is  and  shall  remain  that  of  independent  parties  to  a
contractual relationship. The Consultant shall have no right to bind the Company
with respect to any agreement, proposal or any other matter.

      12. INDEMNIFICATION BY CONSULTANT. The Consultant shall indemnify,  defend
and hold the Company and its  officers,  directors,  employees,  affiliates  and
agents  harmless  against  all  liability,  loss or  damage,  together  with all
reasonable costs and expenses related thereto  (including  reasonable legal fees
and expenses) (collectively, an "Indemnified Liability"), relating to or arising
from  the  untruth,   inaccuracy  or  breach  of  any  of  the  representations,
warranties,  covenants  or  agreements  of  the  Consultant  contained  in  this
Agreement;  provided,  however,  that  such  indemnification  shall not apply to
indemnify  the Company for any  Indemnified  Liability  (i)  resulting  from the
Company's own  negligent or illegal act, or (ii) arising out of any  information
provided  to the  Consultant  in  connection  with the  performance  of services
hereunder  or  used  in the  preparation  of  any  reports  (including,  without
limitation,   any  reports   prepared  for  filing  with  any   governmental  or
quasi-governmental   agency  or  authority  in  connection  with  the  Company's
obligations  under  applicable  laws,  rules,  or  regulations,  or  otherwise),
agreements,  documents (including,  without limitation, any disclosure documents
prepared for use by any stockholder,  prospective  investor or lender,  or other
third  party),  or other  information  provided  verbally  or in  writing to the
Consultant by the Company that contains false, misleading,  or misrepresentative
statements or omits  material facts  necessary to make the  statements  made, in
light of the circumstances under which they were made, not misleading.

      13.INDEMNIFICATION  BY COMPANY.  The Company shall  indemnify,  defend and
hold the Consultant  harmless  against an Indemnified  Liability  relating to or
arising   from  (i)  the   untruth,   inaccuracy   or   breach  of  any  of  the
representations, warranties, covenants or agreements of the Company contained in
this Agreement or (ii) arising out of any information provided to the Consultant
in  connection  with  the  performance  of  services  hereunder  or  used in the
preparation of any reports (including,  without limitation, any reports prepared
for filing with any  governmental or  quasi-governmental  agency or authority in
connection  with the Company's  obligations  under  applicable  laws,  rules, or
regulations,   or  otherwise),   agreements,   documents   (including,   without
limitation,  any  disclosure  documents  prepared  for  use by any  stockholder,
prospective  investor or lender,  or other third  party),  or other  information
provided  verbally or in writing to the  Consultant by the Company that contains
false,  misleading,  or  misrepresentative  statements or omits  material  facts
necessary to make the statements made, in light of the circumstances under which
they were made, not misleading; provided, however, the foregoing provision shall
not  apply to  indemnify  the  Consultant  for any  liability,  loss or  damage,

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including  all  costs  and  expenses  related  thereto,   as  a  result  of  the
Consultant's own negligent or illegal action.

      14. MISCELLANEOUS.

          (a) ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes any prior agreement or understanding,  and neither this Agreement nor
any provision hereof may be waived, modified,  amended or, except to the extent,
if any,  otherwise provided in this Agreement,  terminated,  except by a written
agreement signed by the parties hereto.

          (b) NO  ASSIGNMENT.  Neither  party to this  Agreement may assign this
Agreement absent the prior written consent of the other party.

          (c) NEVADA LAW; JURISDICTION;  VENUE. This Agreement shall be governed
by and  construed in  accordance  with the internal laws of the State of Nevada,
determined  without  regard to  provisions  of  conflicts  of laws.  Each of the
parties hereto irrevocably  consents to the exclusive  jurisdiction of the state
and federal courts located in Clackamas County in the State of Oregon in any and
all  actions  between  or  among  any of the  parties  hereto,  whether  arising
hereunder or otherwise, without regard to its conflict of laws principles to the
extent that such principles would require the application of laws other than the
State of Oregon. Venue for any action arising hereunder shall lie exclusively in
Clackamas County, Oregon.

          (d)  ENFORCEMENT  COSTS.  If any legal action or other  proceedings is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default or  misrepresentation  in connection with any provision of this
Agreement,  the  prevailing  party  shall  be  entitled  to  recover  reasonable
attorneys'  fees,  court  costs  and all  expenses  incurred  in that  action or
proceeding,  in addition to any other  relief to which such party or parties may
be entitled.

          (e) WAIVERS;  CUMULATIVE RIGHTS AND REMEDIES. No waiver of any breach,
default or provision  hereunder  shall be  considered  valid unless in a writing
signed by the party to be charged therewith,  and no such waiver shall be deemed
a waiver of any subsequent breach or default hereunder.  The Consultant's rights
and remedies  hereunder are  cumulative and not exclusive of any other rights or
remedies provided at law or equity.

          (f) SEVERABILITY.  If any provision of this Agreement shall be held to
be  illegal,   invalid  or   unenforceable,   such  illegality,   invalidity  or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal,  invalid or unenforceable  any other provision of this
Agreement,  and this  Agreement  shall be  carried  out as if any such  illegal,
invalid or unenforceable  provision were not contained herein. In any such case,
the provision deemed unenforceable shall be remade or interpreted by the parties
in a manner that such provision shall be enforceable to preserve, to the maximum
extent possible,  the original intention and meaning thereof and such provision,
as so modified, shall remain in full force and effect thereafter.

          (g) NOTICES. All notices, requests, demands, instructions, consents or
other  communications  required or  permitted  to be given under this  Agreement
shall be in writing  and shall be deemed to have been duly given if and (a) when

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delivered  personally,  (b) when transmitted by facsimile (with written evidence
of confirmation  or  answerback),  (c) when delivered by electronic mail and the
delivering  party receives  system  confirmation  that the  electronic  mail was
delivered;  (d) five (5) days  after they are  mailed by first  class  certified
mail, return receipt requested,  postage prepaid, or (e) two days after they are
sent by a nationally  recognized  express courier  service,  postage or delivery
charges  prepaid,  to the parties at the  following  addresses  or to such other
addresses as the parties may give notice in accordance herewith:

      If to the Company:      TSET, Inc.
                              333 South State Street, PMB 111
                              Lake Oswego, Oregon  97034
                              Telephone:  (503) 598-1900
                              Facsimile:  (503) 968-0867
                              Attn:       _____________________

      With a copy to:         Kirkpatrick & Lockhart LLP
                              Miami Center, 20th Floor
                              201 S. Biscayne Boulevard
                              Miami, Florida  33131
                              Telephone:  (305) 539-3300
                              Facsimile:  (305) 358-7095
                              Attn:  Clayton E. Parker, Esq.

      If to the Consultant:   Jeffrey D. Wilson
                              5003-F Foothills Road
                              Lake Oswego, Oregon 97034
                              Telephone: (503) 380-5558
                              Facsimile: (503) 635-4400


          (h)  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. Confirmation of execution
by a facsimile signature page shall be binding upon that party so confirming.

          (i)  AUTHORIZATION.  Each party hereto represents and warrants that it
has taken all action necessary for the  authorization,  execution,  delivery and
performance  of this  Agreement,  and that when  executed  and  delivered,  this
Agreement shall  constitute a legal,  valid and binding  obligation of the party
enforceable in accordance with its terms.

          (j)  HEADINGS.  Headings  and  captions  used  in this  Agreement  are
intended  for   convenience   or  reference   only  and  shall  not  affect  the
interpretation hereof.



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

                                   TSET, INC.


                                   By: /s/ Richard Papworth
                                   Name:   Richard Papworth
                                   Its:    Chief Financial Officer



                                   /s/ Jeffrey D. Wilson
                                   ---------------------
                                   JEFFREY D. WILSON


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