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.

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