EX-10.3 CONSULTING AGREEMENT CONSULTING AGREEMENT

EX-10.3

CONSULTING AGREEMENT

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is entered into

this 23rd day of February, 2004, by and between W-J International,

Ltd (the "Company") and Stout Advisors & Liquidators, Inc. (the

"Consultant").

WHEREAS, Consultant is skilled in providing business planning;

and WHEREAS, the Company desires to engage Consultant to provide

business planning and other services to the Company.

NOW THEREFORE, in consideration of the mutual covenants

contained herein and other good and valuable consideration, it is agreed:

1. The Company hereby engages the Consultant and the Consultant

hereby accepts this engagement on a non-exclusive basis pursuant to

the terms and conditions of this Consulting agreement.

2. Consultant shall assist the Company by providing (a) general

strategic advice to and consultation with the Company's management

from time to time on all matters pertaining to the business of the

Company; (b) introductions to potential acquisition opportunities

and contacts; and (c) general business consulting.

3. In order to assist Consultant with his activities, the

Company will provide Consultant with such information, as may be

required by Consultant. Company will make available to Consultant

copies of all material agreements, notice of pending or threatened

litigation and notice of all press releases.

4. Consultant agrees that he has not been retained for any of

the following activities and/or purposes:

A. For capital raising or for promotional activities

regarding the Company's securities.

B. To directly or indirectly promote or maintain a market

for the Company's securities.

C. To act as a conduit to distribute the Company's

securities to the general public.

D. To render investor relations services or shareholder

communications services to the Company.

E. To render advice to the Company regarding the

arrangement or