CONSULTING AGREEMENT

CONSULTING AGREEMENT

This consulting agreement (this "Agreement") is made October 20, 2004 by and between Cougar Holdings Inc. (the "Company"), and Terry G. Cook (the "Consultant").

RECITALS

WHEREAS, the Company wishes to engage the Consultant with respect to developing the Company's business plan and other related business; WHEREAS, the Consultant is willing to provide his services to the Company 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 October 20, 2005.

2. CONSULTING SERVICES

(a) Services.  The Company shall retain the Consultant for corporate consulting purposes in the area of business planning and development, a field in which the Consultant has extensive post-graduate training and over 25 years of business experience. This consulting service may include services in the specific areas of:

1.  Business Planning and Development.  The Consultant will advise and assist in planning and developing the Company's business.  As part of this service the Consultant may, with the Company's approval, initiate and develop business plans, joint venture and/or re-sale agreements on mineral properties with the Consultant's contacts within the business community for the purposes of creating viable business ventures and other potentially profitable business on the designated properties in the Province of British Columbia, Canada and other locations in Canada, the United States and China.  With Cougar's approval on each and every property, the Consultant will negotiate on behalf of Cougar, pursuant to strategic business plans.

2.  Financial Reporting.  Assist in corporate and financial reporting to the Securities and Exchange Commission (SEC) and evaluate, assess, plan and implement the financial and internal control system of the Company.

The services performed were not or will not be for capital-raising transactions and did not or do not directly or indirectly promote or maintain a market for the Company's stock.

(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 issue to Consultant 400,000 shares of the Company's Common stock (the "Shares") upfront and register such shares at the time of initial issuance, or immediately thereafter, on Form S-8 under the Securities Act of 1933, as amended ("the Securities Act").

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(c) Issuance.  Issuance and delivery of the Shares shall be on or about October 25, 2004 at which time, the Company shall deliver to the Consultant: (i) the certificate or certificates evidencing the Shares to be issued to the Consultant and the respective dates, registered in the name of the Consultant; and (ii) evidence that the Shares have been registered on Form S-8 to be filed upon issuance of the Shares to the Consultant, registering for resale thereof.

3. CONFIDENTIAL INFORMATION

In connection with the providing of Consulting Services, hereunder, the Consultant may come into contact 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 necessary security measures to preserve and protect the secrecy of such Confidential Information, and to hold such Confidential Information in strict confidence and not to disclose such Confidential 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 Consulting Services under this Agreement provided that such assistant enters into similar agreement to protect the Confidential Information.

4. REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Consultant that as of the date hereof:

(a) Authorization