This CONSULTING  AGREEMENT dated effective the 1st day of August,  2003, is
between,  BOUNDARIES  CAPITAL,  INC.  of  Suite  460,  789  West  Pender  Street
Vancouver,  B.C., V6C 1H2 (the "Company"),  and Michael Townsend, of Suite 1220,
789 West Pender Street, Vancouver, B.C., V6C 1H2 (the "Consultant").

     In  consideration  of the premises and the mutual  covenants and agreements
hereinafter set forth, IT IS AGREED as follows:

1.   The  Consultant  has  represented to the Company that it has the technical,
business or management  expertise to provide certain technical,  business and/or
management  services  to the  Company,  other than  services  of a  promotional,
investor relations or fiscal agency nature (the "Services").

2.   The Company  hereby  retains the  Consultant to provide the Services to the
Company for a term of twelve (12) months unless  extended or terminated  earlier
as hereinafter provided (the "Term").

3.   During the Term, the Consultant shall diligently and faithfully  devote the
time,  effort and ability to the  Company's  affairs and  business  necessary to
perform the Services under this Agreement.

4.   In consideration  for the provision of the Services,  the Company shall pay
the Consultant a fee in the amount of 1,250,000  common shares on August 1, 2003
and 1,250,000 common shares on August 15, 2003, for Services  actually  rendered
during the Term.

5.   The Company is aware that the  Consultant  also provides  services to other
companies and that these other  companies will require a certain  portion of the
Consultant's time.

6.   This  contract may be  terminated  at any time by either party on two weeks
written notice to the other party.

7.   The  Consultant  shall  not,  either  prior  to,  during or after the Term,
disclose to any person, nor make use of, any information  whatsoever relating to
the Company, its business,  policies,  methods or information which he/she shall
have acquired in any manner.

8.   The services to be performed by the Consultant pursuant hereto are personal
in  character,  and neither this  Agreement  nor any rights or benefits  arising
thereunder are assignable by the Consultant without the prior written consent of
the Company.

9.   If any  provision,  word or  clause of this  Agreement  shall be held to be
illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability  shall not affect the remaining provisions which shall be fully











severable,  and this Agreement shall be construed and enforced without regard to
such illegal, invalid or unenforceable provision.

10.  This Agreement  shall be governed by and interpreted in accordance with the
laws of the Province of B.C. and the parties hereto hereby irrevocably attorn to
the exclusive jurisdiction of the Courts of such Province.

11.  The Company and the  Consultant  each represent to the other that they have
read this Agreement, that they have sought and obtained independent legal advice
with respect to the contents hereof and that they fully understand the terms and
legal effect of this Agreement.




BOUNDARIES CAPITAL, INC.                    CONSULTANT
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Per:   /s/ Allen Sewell                     Per:   /s/ Michael Townsend
       --------------------                        --------------------
       Authorized Signatory                        Michael Townsend