Letter of Engagement

                              Letter of Engagement
                                 Thinkpath, Inc.
                                  July 7, 2005

The following sets forth the agreement for the engagement of Financial Media
Relations, LLC. ("FMR") by Company Name ("Thinkpath, Inc" or the "COMPANY"):

TERM              Twelve months, commencing as of the date set forth above (the
                  "Initial Term"), and terminable thereafter by either party
                  upon 30 days' prior written notice.

OBJECTIVE         The development and implementation of a proactive marketing
                  program to increase the awareness of the Company and generate
                  a significant increase in the liquidity and market
                  capitalization. In addition, upon request, FMR will advise the
                  Company in business development and strategic advisory
                  services.

THE PROGRAM       FMR will structure and implement a marketing program designed
                  to create extensive financial market and investor awareness
                  for the Company to drive long-term shareholder support. The
                  core drivers of the program will be to create institutional
                  and retail buying in the Company's stock through a proactive
                  sales and marketing program emphasizing technology-driven
                  communications, coupled with 1-to-1 selling and leveraging the
                  Company's image to attract additional long term investors and
                  to create additional opportunities in M&A and Business
                  Development. As share price is affected by various factors,
                  FMR can give no assurance that the marketing program will
                  result in an increase in the Company's stock price.

                  FMR understands that during any period in which the Company is
                  in "registration" for a public offering of securities under
                  the Securities Act of 1933, and during the distribution of
                  such securities, the Company's investor relations and
                  marketing efforts will be severely limited. However, it will
                  be the responsibility of the Company (with the advice of its
                  securities counsel) to determining what investor relations and
                  financial marketing efforts are permissible and
                  non-permissible during such periods, and FMR will follow the
                  direction of the Company and its securities counsel.


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RESPONSIBILITIES  In addition to marketing and financial public relations, FMR
                  will assume the responsibilities of an in-house Investor
                  Relations Officer for the Company on a full turnkey basis,
                  including the generation of corporate and shareholder
                  communications, retail and institutional investor contact and
                  media. FMR will work in conjunction with the Company's
                  management, securities counsel, investment bankers and
                  auditors and under supervision of management. The content is
                  as follows:

                  o     Campaign Development and Execution
                  o     Press Annnouncements: drafting, approval and
                        distribution
                  o     Database Development and Management
                  o     Image Analysis: recommendations and implementation
                  o     Messaging: institutional and retail
                  o     Online presentations, drafting and production
                        responsibilities
                  o     Website Overhaul - installation and maintenance of auto
                        IR program
                  o     Email messaging: targets; Retail and Institutional /
                        Other databases
                  o     Media including interactives and PowerPoints
                  o     Direct Mail: shareholder, media, XYZ relationship
                        universe
                  o     Public Relations
                  o     Capital Conference

FEES              $ 10,000.00 due on execution of contract. $10,500.00 due and
                  payable three weeks after execution of contract. Five weeks
                  after execution of contract, the Company begins paying
                  $7,500.00 per month until the next registration statement is
                  effective. Upon effectiveness, the Company will pay $12,500.00
                  per month plus the deferred discount ($5,000.00 per month)
                  while waiting for the registration statement to become
                  effective.

COMPENSATION      a) As soon as practicable after the execution of this
                  Agreement, the Company agrees to issue to FMR an option (the
                  "Option to purchase 500,000 shares of common stock of the