CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS AGREEMENT is dated for reference the 19th day of July, 2007.

BETWEEN:

Dussault Apparel Inc. , a body corporate with offices at
8010 Melrose Avenue, Los Angeles, CA 90046-7010

(the “Company”)

AND:

Jason Sundar , with an address at 9th Floor, Two Bentall Centre, 555
Burrard Street, Vancouver, BC V7X 1M8

(the “Contractor”)

WHEREAS:

A.           The Company desires to retain the Contractor as the Company Vice-President, Corporate Finance to provide the Company with the services detailed in Schedule A hereto (the “Services”) in regards to the Company’s business operations, and

B.           The Contractor has agreed to provide the Services to the Company on the terms and conditions of this Agreement.

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE 1
APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1            Appointment of Contractor . The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.

1.2            Performance of Services . The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:

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1.3            Authority of Contractor . The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

1.4           Independent Contractor . In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents shall not be entitled to the fringe benefits provided by the Company to its employees.

ARTICLE 2
CONTRACTOR'S AGREEMENTS

2.1            Expense Statements . The Contractor may incur expenses in the name of the Company as agreed in advance in writing by the Company, provided that such expenses relate solely to the carrying out of the Services. The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis. The Contractor agrees to obtain approval from the Company in writing for any individual expense of $1,000 or greater or any aggregate expense in excess of $1,000 incurred in any given month by the Contractor in connection with the carrying out of the Services.

2.2            Regulatory Compliance . The Contractor agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services, including but not limited to United States securities laws (in particular, Regulation FD) and the policies of the United States Securities and Exchange Commission.

2.3            Prohibition Against Insider Trading . The Contractor hereby acknowledges that the Contractor is aware, and further agrees that the Contractor will advise those of its directors, officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

ARTICLE 3
COMPANY'S AGREEMENTS

3.1            Compensation Shares . The compensation for the Services rendered by the Contractor pursuant to this Agreement shall be payable in 1,000,000 shares of the Company's common stock (the “Compensation Shares”) for the Term, subject to the following terms and conditions:

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3.2           Clawback of Unpaid Compensation Shares . The Contractor acknowledges and agrees that any assessable Compensation Shares will be subject to cancellation in the event that this Agreement is terminated for any reason before such Compensation Shares have been paid fully for by the provision of Services, and that the Company’s obligation to issue the balance of the Compensation Shares which have not been fully paid for will terminate immediately upon early termination of this Agreement. If the Agreement is terminated prior to the end of a one year period, the number of Compensation Shares that the Contractor is entitled to receive in respect of such period shall be calculated by reference to the following formula:

333,333 X A
365

where A = to the number of days of the period up to and including the date of termination.

For greater certainty no fractional Compensation Shares will be issued but the Contractor will be entitled to receive one whole Compensation Share if, but for this section, the Contractor would otherwise be entitled to receive a fractional Compensation Share.

3.3            Voting of Compensation Shares . The Contractor covenants and agrees that, with respect to the Compensation Shares that it receives, it shall, at all times that it is the beneficial owner of such shares, vote such shares on all matters coming before it as a stockholder of the Company in the same manner as the majority of the board of directors of the Company shall recommend.

3.4           Information . Subject to the terms of this Agreement, including without limitation Article 5 hereof, and provided that the Contractor agrees that it will not disclose any material non-public information to any person or entity, the Company shall make available to the Contractor such information and data and shall permit the Contractor to have access to such documents as are reasonably necessary to enable it to perform the Services under this Agreement. The Company also agrees that it will act reasonably and promptly in reviewing materials submitted to it from time to time by the Contractor and inform the Contractor of any material inaccuracies or omissions in such materials.

ARTICLE 4
DURATION, TERMINATION AND DEFAULT

4.1            Effective Date . This Agreement shall become effective as of the 19th day of July, 2007 (the “Effective Date”), and shall continue to July 19, 2010 (the “Term”) or until earlier terminated pursuant to the terms of this Agreement.

4.2            Termination . Without prejudicing any other rights that the Company may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon delivery of written notice to the Contractor if:

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4.3           Duties Upon Termination . Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:

4.4            Compensation of Contractor on Termination . Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company.

ARTICLE 5
CONFIDENTIALITY AND NON-COMPETITION

5.1           Maintenance of Confidential Information . The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the “Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

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5.2            Exceptions . The general prohibition contained in Section 5.1 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:

5.3            Developments . Any information, data, work product or any other thing or documentation whatsoever which the Contractor, either by itself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Contractor’s appointment with the Company or which the Contractor, either by itself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the “Developments”) during the Term or at any time thereafter during which the Contractor is engaged by the Company that is related to the business of designing and supplying security systems for the cargo transit industry shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company. Accordingly, the Contractor does hereby irrevocably, exclusively and absolutely assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Contractor during the course of performing this Agreement, including, without limitation, the right to effect any registration in the