Exhibit 10.5

                          CONSULTING SERVICES AGREEMENT



CONSULTING SERVICES AGREEMENT executed this 1st day of MAY, 2004, by and between
LEVIN INDUSTRIES LTD. ("LEVIN"), a British Columbia Corporation, with offices at
315 E. 2nd Avenue, Vancouver, British Columbia, Canada and SIMON LEVIN.
("SIMON"), a Vancouver Businessman, (collectively the "Parties").

WHEREAS, LEVIN wishes to enter into a consulting services agreement with SIMON.


IT IS THEREFORE NOW AGREED AS FOLLOWS:

      1.    Effective May 1, 2004, Simon shall be hired as a consultant to LEVIN
            for the purpose of assisting LEVIN in establishing accounts with
            potential clients and negotiate new contracts.

      2.    The initial term of this agreement is for TWELVE (12) months and may
            be extended upon mutual agreement of the parties hereto.

      3.    As compensation and in consideration for the SIMON services, LEVIN
            shall remunerate SIMON, $4000.00 per month. This agreement may be
            terminated in writing by either party with thirty (30) days notice.

      4.    SIMON shall not be required to devote his entire time and attention
            to LEVIN business, but shall devote such time as is necessary to
            properly carry out the duties for which he is being contracted.

      5.    SIMON shall be entitled to a business expense account allowance, to
            cover all travel, entertainment and business expenses, which he
            incurs on behalf of LEVIN. SIMON shall maintain records to
            substantiate this account allowance and provide a monthly expense
            report.

      6.    This Agreement shall be construed to the laws of British Columbia,
            Canada.

      7.    This Agreement supersedes all prior or contemporaneous oral or
            written statements concerning the subject matter herein, and
            represents the complete and final understanding between the parties
            hereto. Any modification of this Agreement is ineffective unless
            provided in writing and executed by all of the parties hereto.

      8.    SIMON acknowledges that he may not assign his rights or delegate his
            duties or obligations under this agreement.




      9.    If a suit or action is instituted in connection with any controversy
            arising out of this agreement, the prevailing party shall be
            entitled to recover from the other party, in addition to costs, such
            sums as the court may adjudge reasonable as attorneys fees,
            including fees on appeal from a judgment, order or decree.

      10.   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.


IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first written above.




/s/ SIMON LEVIN
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SIMON LEVIN

This 1st day of May, 2004.




/s/ SIMON LEVIN
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LEVIN INDUSTRIES LTD.
Director: Simon Levin
This day 1st of May, 2004.