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Consulting Agreement

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Sectors: Metals and Mining
Effective Date: September 02, 2002
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CONSULTING AGREEMENT


This consulting agreement (this "Agreement") is made the 2nd day of September 2002 by and between AlphaCom Corporation, (the "Company"), and Joseph Stiuso (the "Consultant") .


RECITALS


WHEREAS, the Company wishes to engage the Consultant with respect to certain aspects of its business;


WHEREAS, the Consultant is willing to make available to the Company the consulting services provided for in the Agreement as set forth below;


AGREEMENT


NOW THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:


1. TERM


The term of this Agreement shall commence on the date hereof and end on March 31, 2003.


2. CONSULTING SERVICES


(a) Corporate financial consulting, mergers and acquisitions, long range planning and business development.


(b) Compensation. In consideration of the consulting services set forth in paragraph 2 (a), and subject to the terms and conditions set forth herein the Company hereby agrees to pay Consultant US$4,000 per month plus GST of 7%, plus hourly rates of $225 per hour through December 31, 2002 and $250 per hour after December 31, 2002. All amounts are due within 30 days of invoice, and any remaining amounts accrue interest at 1% per month.


(c) Expenses.


During the term of the Consultant's engagement hereunder. The Consultant shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Consultant in performing services hereunder, including all travel and living expenses while away from home on business at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company, and that any expenses in excess of $500.00 have been pre-approved in writing by the Company.


3. CONFIDENTIAL INFORMATION


(a) Confidential Information. In connection with the providing of Consulting Services, hereunder, the Company may provide the Consultant with information concerning the Company which the Company deems confidential (the Confidential Information"). The Consultant understands and agrees that any Confidential Information disclosed pursuant to this Agreement is secret, proprietary and of great value to the Company, which value may be impaired if the secrecy of such information is not maintained. The Consultant further agrees that he will take reasonable security measures to preserve and protect the secrecy of such Confidential Information, and to hold such information in confidence and not to disclose such information, either directly or indirectly to any person or entity during the term of this agreement or any time following the expiration or termination hereof; provided, however, that the Consultant may disclose the Confidential Information to an assistant to whom disclosure is necessary for the providing of services under this agreement.


(b) Exclusions. For purposes of this paragraph 3, the term Confidential Information shall not include Information which (i) becomes generally available to the public other than as a result of a disclosure by the Consultant or his assistants, agents or advisors, or (ii) becomes available on a non-confidential basis to the Consultant from a source other than the Company or it's advisors, provided that such source is not known to the Consultant to be bound by a Confidentiality agreement with or other obligation of secrecy to the Company or another party.


(c) Government Order. Notwithstanding anything to the contrary in this Agreement, the Consultant shall not be precluded from disclosing any of the Confidential Information pursuant to a valid order of any governmental or regulatory authority, or pursuant to the order of any court or arbitrator.


(d) Injunctive Relief. The Consultant agrees that, since a violation of this paragraph 3 would cause irreparable injury to the Company, and that there may not be an adequate remedy at law for such violation, the Company shall have the right in addition to any other remedies available at law or in equity, to enjoin the Consultant in a court of equity for violating the provisions of this paragraph 3.


4. REPRESENTATION AND WARRANTIES OF THE COMPANY


The Company hereby represents and warrants to the Consultant that as of the date hereof and as of the Closing Date (after giving effect to the transactions contemplated hereby):


(a) Existence and Authority. The Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation and has full power and authority to own its respective property, carry on its respective business as no being conducted, and enter into an
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