SUN POWER CORPORATION CONSULTING AGREEMENT

day of

, 2002 by and between SUN POWER CORPORATION (the "Company"), whose business address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and LEXINGTON VENTURES, INC. (the "Consultant"), whose address is fwingdings;.

WHEREAS:

A. The parties have entered into an agreement dated June 24, 2002 (the "Consulting Agreement"), pursuant to which the Consultant has agreed to provide various consulting services to the Company; and

B. In part consideration for such services, the Company has agreed under the Consulting Agreement to issue to the Consultant an aggregate of eight hundred thousand (800,000) share purchase warrants (the "Warrants") entitling the Consultant to purchase up to 800,000 shares of common stock in the capital of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

1. Issuance of the Shares and the Warrants

1. In part consideration for the services rendered by the Consultant under the Consulting Agreement, the Company hereby agrees to issue to the Consultant the Warrants on the basis of the representations and warranties and subject to the terms and conditions set forth herein. The Warrants and the shares of common stock issuable upon exercise of the Warrants are collectively referred to in this Agreement as the "Securities".

2. Subscription Agreement and Direction

1. The Consultant must complete, sign and return to the Company the following documents:

1. two (2) executed copies of this Agreement;
2. the Prospective Investor Suitability Questionnaire in the form attached as Appendix 2 (the "Questionnaire"); and
3. the Delivery Instructions in the form attached as Appendix 1.

2. The Consultant shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

3. Closing

1. Closing of the offering of the Securities (the "Closing") shall as soon as practicable following the execution of this Agreement by the parties or on such other date as may be agreed between the parties (the "Closing Date").

4. Acknowledgements of Consultant

1. The Consultant acknowledges and agrees that:

1. none of the Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws;
2. the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
3. the Consultant has received and carefully read this Agreement, and has carefully reviewed all of the Company's filings with the Securities and Exchange Commission (collectively the "Company Information");
4. the decision to execute this Agreement and acquire the Warrants pursuant to this Agreement has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of the Company Information and any other public information which has been filed by the Company with the Securities and Exchange Commission in compliance, or intended compliance, with applicable securities legislation. If the Company has presented a business plan to the Consultant, the Consultant acknowledges that the business plan may not be achieved or be achievable;
5. the Consultant and the Consultant's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Warrants hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information;
6. the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Consultants during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance of the Warrants hereunder have been made available for inspection by the Consultant, the Consultant's attorney and/or advisor(s);
7. the Company is entitled to rely on the representations and warranties and the statements and answers of the Consultant contained in this Agreement, and the Consultant will hold harmless the Company from any loss or damage it may suffer as a result of the Consultant's failure to correctly complete this Agreement;
8. it will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Consultant contained herein or in any document furnished by the Consultant to the Company in connection herewith being untrue in any material respect or any breach or failure by the Consultant to comply with any covenant or agreement made by the Consultant to the Company in connection therewith;
9. the issuance of the Warrants to the Consultant will not be completed if it would be unlawful;
10. it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Warrants and the Company, and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
11. none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Consultant that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the Over-the-Counter Bulletin Board service of the National Association of Shares Dealers Inc.;
12. no documents in connection with the sale of the Warrants hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators; and
13. there is no government or other insurance covering any of the Securities.

5. Representations, Warranties and Covenants of the Consultant

1. The Consultant hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

1. the Consultant is a U.S. Person;
2. the Consultant has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Consultant is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Consultant;
3. the Consultant (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;
4. the Consultant is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment and the Consultant has carefully read and considered the matters set forth under the heading "Risk Factors" appearing in the Company's latest Form 10-KSB;
5. the Consultant has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Consultant's decision to invest in the Securities and the Company;
6. it has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company;
7. it has a prior relationship with the management of the Company and is intimately familiar with the business and affairs of the Company as it has had access to any information about the Company and its business and affairs;
8. it is acquiring the Warrants as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Warrants;
9. the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Consultant or of any agreement, written or oral, to which the Consultant may be a party or by which the Consultant is or may be bound;
10. the Consultant has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Consultant enforceable against the Consultant;
11. it is able to fend for itself with respect to its investment in the Warrants and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
12. the Consultant is not acquiring the Warrants as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
13. no person has made to the Consultant any written or oral representations:

1. that any person will resell or repurchase any of the Securities;
2. that any person will refund the purchase price of any of the Securities;
3. as to the future price or value of any of the Securities; or
4. that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system.

2. In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S and for the purpose of the Subscription includes any person in the United States.

6. Representations and Warranties will be Relied Upon by the Company

1. The Consultant acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Consultant's eligibility to purchase the Warrants under applicable securities legislation. The Consultant further agrees that by accepting delivery of the certificates representing the Warrants on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Consultant at the Closing Date and that they will survive the purchase by the Consultant of the Warrants and will continue in full force and effect notwithstanding any subsequent disposition by the Consultant of any of the Warrants.

7. Resale Restrictions

1. The Consultant acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Consultant. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

8. Legending of Subject Securities

1. The Consultant hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

2. The Consultant hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

9. Costs

1. The Consultant acknowledges and agrees that all costs and expenses incurred by the Consultant (including any fees and disbursements of any special counsel retained by the Consultant) relating to the acquisition of the Securities shall be borne by the Consultant.

10. Governing Law

1. This Agreement is governed by the laws of the State of Nevada and the federal laws of the United States applicable herein.

11. Survival

1. This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the acquisition of the Securities by the Consultant pursuant hereto.

12. Assignment

1. This Agreement is not transferable or assignable.

13. Severability

1. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

14. Entire Agreement

1. Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the issuance of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

15. Notices

1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices shall be directed to the respective addresses of the parties first set forth above.

16. Counterparts

1. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

17. Electronic Means

1. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first above mentioned.

IN WITNESS WHEREOF each of the parties has duly executed this Agreement as of the date first above mentioned.

SUN POWER CORPORATION


Per:
▇▇▇▇▇▇ ▇▇▇▇▇▇, President

LEXINGTON VENTURES, INC.


Per:
▇▇▇▇▇ ▇▇▇▇▇▇, President

This Questionnaire is for use by a Subscriber who has indicated an interest in acquiring Warrants of SUN POWER CORPORATION (the "Company"). The purpose of this Questionnaire is to assure the Company that the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the "1933 Act") and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Warrants will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) of the 1933 Act and Regulation D or Regulation S promulgated thereunder. This Questionnaire is not an offer of Warrants or any other securities of the Company in any state other than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Warrants hereunder.

Please attach additional pages if necessary to answer any question fully.

This item is presented in alternative form. Please initial in the space provided the applicable alternative.

_____ ALTERNATIVE ONE: The Subscriber covenants, represents and warrants to the Company that it has such knowledge and experience in financial and business matters that it is capable of evaluating the relative merits and risks of an investment in the Warrants and Company and is not utilizing a Purchaser Representative in connection with evaluating such merits and risks. The Subscriber is providing evidence of its knowledge and experience in these matters through the information requested below in this Questionnaire.

_____ ALTERNATIVE TWO: The Subscriber covenants, represents and warrants to the Company that it has chosen to use the services of a Purchaser Representative acceptable to the Subscriber in connection with the Subscriber's purchase of the Warrants. The Subscriber hereby acknowledges that the person named below is its Purchaser Representative who will assist and advise the Subscriber in evaluating the merits and risks of an investment in the Warrants and the Company and affirms that such Purchaser Representative has previously disclosed in writing any material relationship that exists between the Purchaser Representative (or its affiliates) and the Company (or its affiliates) that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.

_____________________________________________________________________________________________
(name of Purchaser Representative)

_____________________________________________________________________________________________
(address of Purchaser Representative)

If the Subscriber utilizes a Purchaser Representative, this Questionnaire must be accompanied by a completed and signed Purchaser Representative Questionnaire, a copy of which can be obtained from the Company upon request.

2. Residential Address & Telephone Number:_________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

3. Length of Residence in State of Residence: _________________________________________________________________

4. U.S. Citizen: _____ Yes _____ No

5. Social Security Number: ________________________________________________________________________________

6. Business Address & Telephone Number:____________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

7. Preferred Mailing Address: _____ Residence _____ Business

8. Other:_______________________________________________________________________________________________

9. Date of Birth: _________________________________________________________________________________________

10. Employer and Position: _________________________________________________________________________________

11. Name of Business: _____________________________________________________________________________________

12. Business or Professional Education and Degrees:

School Degree Year Received

____________________________________________________________________________________________________

____________________________________________________________________________________________________

13. Prior Employment (last 5 years):

Employer Nature of Duties Dates of Employment

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

15 Name:_______________________________________________________________________________________________

16. Address of Principal Office:______________________________________________________________________________

17. Telephone:___________________________________________________________________________________________

18. Date and State of Incorporation or Organization:_____________________________________________________________

____________________________________________________________________________________________________

19. Taxpayer Identification Number:__________________________________________________________________________

20. Nature of Business:_____________________________________________________________________________________

21. Individual Authorized to Execute this Questionnaire (indicate name and office):____________________________________

____________________________________________________________________________________________________

22. Relationship to the Company, if any: ______________________________________________________________________

23. Is the Subscriber an officer of director of a publicly-held company?

____ Yes _____ No

If yes, specify company: _______________________________________________________________________________

24. Does the Subscriber beneficially own 10% or more of the voting securities of a publicly-held company?

____ Yes _____ No

If yes, specify company: _______________________________________________________________________________

25. Within the last 5 years, has the Subscriber personally invested in investments sold by means of private placements in reliance on exemptions from registration under the 1933 Act and State securities laws?

____ Yes _____ No

26. Prior investments by the Subscriber which were purchased in reliance on exemptions from registration under the 1933 Act and State securities laws (initial the highest number applicable):

Amount (Cumulative)

Real Estate: Up to $50,000 to Over
None: _____ $50,000 _____ $250,000 _____ $250,000 _____

Securities: Up to $50,000 to Over
None: _____ $50,000 _____ $250,000 _____ $250,000 _____

Other: Up to $50,000 to Over
None: _____ $50,000 _____ $250,000 _____ $250,000 _____

27. Does the Subscriber consider itself to be an experienced and sophisticated investor?

____ Yes _____ No

If so, please provide evidence of investment sophistication and/or experience:

____________________________________________________________________________________________________

____________________________________________________________________________________________________

28. Does the Subscriber, or any person authorized to execute this Questionnaire, consider itself to have such knowledge of the Company and its business and such experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the Shares and the Company, should the Subscriber be given an opportunity to so invest?

____ Yes _____ No

29. Listed below are the categories of "Accredited Investors", as defined by Regulation D promulgated under the 1933 Act. Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies:

  Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000;

  Category 2 A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000;

  Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

  Category 4 A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;

  Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇);

  Category 6 A director or executive officer of the Company;

  Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;

  Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Note that the prospective Subscriber claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years' federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber's status as an Accredited Investor.

31 If the Subscriber is a trust, corporation, partnership or other entity which was recently formed for the specific purpose of acquiring the Shares, set forth the number of equity owners of such entity who are and who are not Accredited Investors in the space provided below.

2001 2000

_____ Less than $75,000 _____ Less than $75,000

_____ $75,001 to $100,000 _____ $75,001 to $100,000

_____ $100,001 to $200,000 _____ $100,001 to $200,000

_____ $200,001 to $300,000 _____ $200,001 to $300,000

(a) Will the Subscriber's proposed investment exceed 10% of its individual net worth, or the Subscriber's joint net worth with its spouse as determined in subparagraph 33 above?

_____ Yes _____ No

(b) Will the Subscriber be able to bear the economic risk of its investment in this transaction?

_____ Yes _____ No

35. If the Subscriber does not qualify as an Accredited Investor, please provide answers to the following questions (Accredited Investors may omit answers to this paragraph).

(a) State total assets of the Subscriber, including cash, stocks and bonds, automobiles, real estate, and any other assets:

$____________________________________________________________________________________________

(b) State total liabilities of the Subscriber including real estate indebtedness, accounts payable, taxes payable and any other liabilities:

$____________________________________________________________________________________________

(c) State annual income of the Subscriber including salary, securities income, rental income and any other income:

$____________________________________________________________________________________________

(d) State annual expenses of the Subscriber, excluding ordinary living expenses, including real estate payments, rent, property taxes and other expenses:

$____________________________________________________________________________________________

(e) Does the Subscriber expect the amount of its assets, liabilities, income and expenses, as stated above, to be subject to significant change in the future:

____ Yes _____ No

If yes, explain:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the

day of

,

.