CONSULTING AGREEMENT

THIS AGREEMENT dated for reference September 26, 2002.

BETWEEN:

WEST OAK CAPITAL GROUP, INC., a corporation incorporated under the laws of British Columbia and having an office at 1400-400 Burrard Street, Vancouver, B.C. V6C 3G2 (Telephone: (604) 689-1749; Fax: (604) 643-1789)

(hereinafter called the "Consultant")

OF THE FIRST PART

AND:

CUSIL VENTURE CORPORATION, a corporation incorporated under the laws of British Columbia and =aving an office at 1400-400 Burrard Street, Vancouver, B.C. V6C 3G2 (Telephone: (604) 689-1749; Fax: (604) 643-1789)

(hereinafter called the Company)

OF THE SECOND PART

WHEREAS the Company wishes to acquire and the Consultant wishes to supply the services described herein upon the terms and conditions set out in this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual premises and covenants contained in this Agreement, the parties hereto covenant and agree as follows:

1.

Provision of Services

1.1

Subject to the terms of this Agreement, the Consultant shall provide to the Company the services listed in Schedule "A" hereto and all such other services as are necessarily incidental thereto that may be required by the Company (the "Services").

1.2

The Consultant shall use his best efforts to further the interests of the Company in providing the Services.

1.3

The Consultant shall engage or employ STUART ROGERS as employee (the "Key Employees") during the term of this Agreement and shall assign him to perform its obligations hereunder.

2.

Changes in Service

2.1

The Company shall be entitled to order changes and/or deletions from the Services as set out in Schedule "A" by giving written notice to the Consultant without invalidating this Agreement.  The Consultant shall be deemed to have agreed to such changes and/or deletions and the Services to be provided hereunder shall be modified accordingly.

3.

Remuneration of Consultant

3.1

In consideration of the Consultant's performance of the Services as required by this Agreement, the Company shall pay the Consultant the following remuneration:

(a)

a monthly cash compensation set out in Schedule A, subject to revision from time to time; and

(b)

subject to such restrictions and requirements as the Company may impose from time to time, the Company shall reimburse the Consultant for out-of-pocket expenses incurred in performance of the services upon receipt of such evidence of those expenses as the Company may reasonably require.

=li0

4.

Consultant Not Agent or Employee

4.1

The Consultant is not the employee or agent of the Company and accordingly, shall not purport to enter into any a contract or subcontract on behalf of the Company or otherwise purport to act on its behalf.  Nothing in this Agreement shall be deemed to require the Consultant to provide his services exclusively to the Company and the Consultant hereby acknowledges that the Company shall not be required to make any remittances or payments required of employers by statute on the Consultant's behalf and the Consultant shall not be entitled to the fringe benefits provided by the Company to its employees.

4.2

The Company acknowledges that since the Consultant is an independent contractor and not an employee of the Company, the Consultant shall have direction and control of the manner, methods, techniques and procedures used by the Consultant to perform the Services.

5.

Books and Records

5.1

The Consultant shall keep proper accounts and records of all expenditures made by it in connection with the Services, and of the time expended by him in performing the Services and all invoices, receipts and vouchers relating thereto.

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