CONFIDENTIAL                                             INITIAL:
January 2002
COMPANY________
CONSULTANT_____


                  AGREEMENT TO ENGAGE PROSPERITUS CAPITAL CORP.
                           AS BUSINESS CONSULTANT FOR
                              PEOPLESWAY.COM , INC.


This  Consulting  Agreement  (the "Agreement") is entered into this  2nd  day of
April  2002  by  and  between  Peoplesway.Com  ,  Inc, a Nevada Corporation (The
"Company"),  and Prosperitus Capital Corp. a Nevada Corporation, hereinafter PCC
(  "Consultant").


RECITALSRECITALS
     The  Consultant,  through  the  expenditure of considerable money, time and
effort,  have  created  and developed, a system for providing financial services
(the  "Services") to private and public companies. The Company desires to obtain
the  assistance  of  the  Consultant  and  on the basis of financial statements,
initial  reports  submitted  by  The  Company,  and the representations that The
Company  has  made  to the Consultant describing The Company and its principals,
the  present  and  proposed  business activities of The Company, its operations,
financial  condition and capital structure, and various agreements and documents
related  thereto,  the  Consultant  are willing to provide such assistance, with
respect  to  the  Services.

<PAGE>
CONFIDENTIAL                                             INITIAL:
December 21, 1999
COMPANY_____
CONSULTANT_____

     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties,  The  Company  and  the  Consultant  hereby  agree  as  follows:


I.     ENGAGEMENT
--     ----------
     The  Company  hereby  engages  and  retains  the  Consultant  as  Business
Consultant  for  and  on  behalf of The Company to perform the Services (as that
term  is hereinafter defined) and the Consultant hereby accepts such appointment
on  the  terms  and subject to the conditions hereinafter set forth and agree to
use their best efforts in providing such Services.  Company and Consultant agree
that  this  is  a non-binding agreement with respect to the cash only , unless a
funding  source  acceptable  to  Company,  and  documented  in  Appendix A, that
Consultant  introduces  to  Company  is  utilized.



     II.     INDEPENDENT  CONTRACTOR
     ---     --------------------------
A.     The  Consultant  shall  be,  and  in  all  respects  be  deemed to be, an
independent  contractor  in  the performance of his duties hereunder, any law of
any  jurisdiction  to  the  contrary  notwithstanding.

B.     The  Consultant shall not, by reason of this Agreement or the performance
of the Services, be or be deemed to be, an employee, agent, partner, co-venturer
or  controlling person of The Company, and the Consultant shall have no power to
enter  into  any  agreement  on  behalf  of  or  otherwise  bind  The  Company.


<PAGE>
CONFIDENTIAL                                             INITIAL:
January 2002
COMPANY________
CONSULTANT_____

C.     The  Consultant  shall  not  have or be deemed to have, fiduciary
obligations  or  duties  to The Company and shall be free to pursue, conduct and
carry  on  for  his  own account (or for the account of others) such activities,
employment's,  ventures,  businesses and other pursuits as the Consultant in its
sole,  absolute  and  unfettered  discretion,  may  elect. THE CONSULTANT IS NOT
REGISTERED  BROKER DEALER OR ASSOCIATED PERSON OF SUCH, AND IS NOT PURPORTING TO
ACT  IN  ANY  CAPACITY  REQUIRING  REGISTRATION AS A BROKER DEALER OR ASSOCIATED
PERSON.

D.     Consultant will NOT directly or indirectly promote or maintain a
market  for  the  registrant's  securities. Specifically the Consultant will NOT
negotiate  the  capital raising transactions, will NOT solicit any purchasers of
our common stock. Will NOT hold any funds or securities, will NOT participate in
the  establishment of a purchase price of our securities and will NOT prepare or
offer  any  materials  for  any  capital  raising  transaction.


E.     Notwithstanding  the above, no activity, employment, venture, business or
other pursuit of the Consultant during the term of this agreement shall conflict
with  the  Consultant's  obligations  under  this Agreement or be adverse to The
Company's  interests  during  the  term  of  this  Agreement.




III.     SERVICES
----     --------
          The Consultant agrees to provide the following, hereafter collectively
referred  to  as  the  "Services":

A.     Advise  The  Company  and/or  any  of  its affiliates, associates, in its
efforts  in  obtaining  capital  in  an amount of $ 2,000,000. US in any form or
structure  acceptable  to  The  Company  with  terms  from  an  accepted
entity(s)introduced  by  the  Consultant  to  The  Company.

B.     Advise The Company and/or any of its affiliates, associates, in attaining
public  listed  status  in  the  US  through  a  merger  or other vehicle/action
acceptable  to  management.

C.     Best  Efforts.  The  Consultant shall devote such time and best effort to
the  affairs  of  The  Company  as  is  reasonable  and  adequate  to render the
consulting  services  contemplated  by  this  agreement.


IV.     EXPENSES
---     --------
     Both  The  Company  and  the  Consultant  agree  that:
A.     Both  the  Consultant  and The Company shall be responsible for their own
normal  and  reasonable  out-of-pocket  expenses

V.     COMPENSATION
--     ------------
If,  at any time during the term of this Agreement and for a period of two years
(2)  following  the  termination of this agreement, The Company obtains capital,
acquires  assets  or  any property, capital, financial assistance (i.e.; line of
credit,  bridge  financing,  IPO  financing,  reverse  merger,  debt  or  equity
financing) of $2,000,000 or greater, under terms acceptable to The Company, from
any of the entities in Appendix A, or their affiliations or persons, The Company
agrees  to:

1)

a)     Pay  the Consultant a finder's fee of: "Cash" payment $200,000.00 payable
at  closing  from the closing escrow per Consultant wires instructions, or other
equivalent  payment,  if  acceptable  to  the  Consultant.
b)     Issue Eighty-Three Thousand Three Hundred Thirty-Three (83,333) shares of
common  stock*  (the"Stock") 144 issued monthly until the agreement is cancelled
or  Twelve  months,  whichever  occurs  first.

<PAGE>
 CONFIDENTIAL                                             INITIAL:
January 2002
COMPANY_________
CONSULTANT_____
c)     If  required  by  applicable  law,  or at the election of Consultant, the
finder's  fee  will  be  deemed  to  have been earned by and be paid in a timely
manner  to  a  placement  agent  selected  exclusively  by  Consultant.


*Once  the  common  stock  has  been  registered,  or, after the one year period
applicable  under Rule 144, whichever occurs first, the Company at its sole cost
and  expense have its attorney issue an opinion letter for removal of the legend
and release all stock transfer instructions on the common stock, except as maybe
required  under  Rule  144. The Consultant agrees that the resale of said shares
shall  be  limited  to  15%  per day of the average of the previous three months
daily  volume.


VI.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS
---     --------------------------------------------

A.     EXECUTION.  The execution, delivery and performance of this Agreement, in
the time and manner herein specified, will not conflict with, result in a breach
of,  or  constitute  a default under any existing agreement, indenture, or other
instrument  to which either The Company or the Consultant is a party or by which
either  entity  may  be  bound  or  affected.

B.     NON-DISCLOSURE  AND  NON-CIRCUMVENTION.  The  Company  hereby irrevocably
agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the
intent  of  this Agreement, to avoid payment of fees in any transaction with any
corporation,  partnership  or  individual,  introduced  by the Consultant to The
Company,  in  connection  with  any  project,  any loans or collateral, or other
transaction  involving any products, transfers or services, or addition, renewal
extension,  rollover,  amendment,  renegotiations,  new  contracts,  parallel
contracts/agreements,  or  third  party  assignments  thereof.  The  Company
understands  and acknowledges that its obligations under this Non-Disclosure and
Non-Circumvention  Agreement  are  for  the  benefit  of  the Consultant and its
successors and assigns, and that the Consultant's failure to delay in exercising
any  right, power and privilege hereunder shall not operate as a waiver thereof,
nor  shall  any  single or partial exercise thereof or the exercise of any other
right, power or privilege hereunder operate as a waiver. The obligations of this
provision  shall  remain  in  effect  for  a  period  of  two  (2)  years.

C.     CORPORATE  AUTHORITY.  Both  The  Company  and the Consultant have
full legal authority to enter into this Agreement and to perform the same in the
time  and  manner  contemplated.

1.     The individuals whose signatures appear below are authorized to sign this
Agreement  on  behalf  of  their  respective  corporations.


2.     When  issued,  the Shares of The Company's Common Stock shall be duly and
validly  issued,  fully  paid  and  non-assessable.


VII.     TERM  AND  TERMINATION
-------------------------------
1.     A.     TERM:This Agreement shall be initially for a period of 360 days.
              -----
Any  additional  closings  /  advances or transactions involving equity / debt /
strategic  partnerships  made  between  the  parties  introduced  through  this
agreement  for  a  period of Two (2) year's from this date shall provide for the
same  terms  and conditions regarding compensation as identified in section V of
this agreement. At the conclusion of 2 year's from the signing of this agreement
no  additional payments will be made to the Consultant unless a new agreement is
entered  into.

B.     In no event shall any termination be effective until the expiration of at
least  sixty  (60)  days  after  the  signing  of  this  agreement.

C.     After  three  hundred  and  sixty  (360)  days  from the date hereof, The
Company  shall  have  the  right to terminate CONSULTANT engagement hereunder by
furnishing  CONSULTANT  with  written  notice  of  such  termination.

D.     However, no termination of this Agreement by The Company shall in any way
affect  the  right of CONSULTANT to receive as a result of its Services rendered
and  transactions consummated its compensation as described in Section V of this
agreement on any transactions which result in The Company receiving financing or
other  benefits  hereunder.





VIII  CONFIDENTIAL  DATA
------------------------

A.     The  Consultant  shall  not  divulge  to  others,  any  trade  secret  or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of The Company, obtained by the Consultant as a result of
its  engagement  hereunder,  unless  authorized,  in  writing  by  The  Company.

B           The  Company  shall  not  divulge  to  others,  any  trade secret or
confidential  information,  knowledge,  or  data concerning or pertaining to the
business  and  affairs of the Consultant, obtained by The Company as a result of
its  engagement  hereunder,  unless  authorized,  in writing, by the Consultant.

C.     The  Consultant shall not be required in the performance of its duties to
divulge  to  The  Company  or  any  officer,  director, agent or employee of The
Company,  any  secret or confidential information, knowledge, or data concerning
any  other  person,  firm  or  entity  (including,  but not limited to, any such
persons, firm or entity which may be a competitor or potential competitor of The
Company)  which the Consultant may have or be able to obtain otherwise than as a
result  of  the  relationship  established  by  this  Agreement.



<PAGE>
IX  OTHER  MATERIAL  TERMS  AND  CONDITIONS:
--------------------------------------------


A.     INDEMNIFICATION.  The  Company  agrees  to indemnify and hold Consultant,
its  attorneys  And  all  of  its officers, directors, employees, affiliates and
agents  harmless  from  and  against  any  And  all manner of actions, causes of
action,  claims,  demands,  costs, damages, liabilities, losses, Obligations and
expenses (including actual attorney's fees) arising or resulting from or related
to  Consultant's  performance  of  the services to be provided hereunder, unless
they  are  based  upon  State  or  Federal  Securities  law  violations,
misrepresentations,  and  breaches of this Agreement by Consultant or negligence
or willful misconduct of Consultant. Consultant agrees to Indemnify and hold The
Company,  its  attorneys  and  all  of  its  officers,  directors, and employees
Affiliates  and  agents harmless from and against any and all manner of actions,
causes  of  Action,  claims,  demands,  costs,  damages,  liabilities,  losses,
obligations and expenses (including Actual attorney's fees) arising or resulting
from  or  related  to  Consultant's  performance  of the Services to be provided
hereunder,  unless  they  are  based  upon  State  or  Federal  securities  law
Violations,  misrepresentations  or  breaches  of this Agreement by the Company.

B.     ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time, at
the  request  of others, execute, acknowledge and deliver to the other party any
and  all further instruments that may be reasonably required to give full effect
and  force  to  the  provisions  of  this  Agreement.

C.     ENTIRE  AGREEMENT.  Each  of  the  parties  hereby  covenants  that  this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings  and Agreements, both written or oral, of the parties hereby with
respect  to  the subject matter of this Agreement, and that there exists no oral
agreement or understanding expressed or implied liability, whereby the absolute,
final  and  unconditional character and nature of this Agreement shall be in any
way  invalidated,  empowered  or  affected.  There  are  no  representations,
warranties  or  covenants  other  than  those  set  forth  herein.


D.      LAWS  OF  THE  STATE  OF NORTH CAROLINA.  This Agreement shall be
deemed  to  be  made  in, governed by and Interpreted under and construed in all
respects  in  accordance  with  the  laws  of  the  State  of
 North  Carolina,  irrespective of the country or place of domicile or residence
of  either  party.  In    the  event  of  controversy  arising  out  of  the
interpretation,  construction,  performance  or  breach  of  this Agreement, the
parties  hereby  agree and consent to the jurisdiction and venue of the District
or  County  Court  of  Mecklenburg  County, North Carolina; or the United States
District Court for the District of North Carolina, and further agree and consent
that personal service or process in any such action or Proceeding outside of the
State of North Carolina and Mecklenburg County shall be tantamount to service in
person  within  Mecklenburg  County,  North  Carolina  and shall confer personal
jurisdiction  and  venue  upon  either  of  said  Courts.


E.    ASSIGNMENTS.  The  benefits  of  the  Agreement  shall inure to the
respective  successors  and assigns Of the parties hereto and of the indemnified
parties  hereunder and their successors and assigns and Representatives, and the
obligations  and  liabilities  assumed  in  this Agreement by the parties hereto
Shall  be binding upon their respective successors and assigns provided that the
rights  and  Obligations of the Company under this Agreement may not be assigned
or  delegated  without the Prior written consent of the Consultant, and any such
purported  assignment shall be null and void. Notwithstanding the foregoing, the
Consultant  may  not  assign  or  delegate its obligations and Rights under this
Agreement  without  consent  of  the  Company, in The Company's sole discretion.

F.     ORIGINALS.  This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed an original and constitute one and the
same  agreement.  Facsimile copies with signatures shall be given the same legal
effect  as  an  original.

G.     ADDRESSES  OF  PARTIES.  Each  party  shall  at  all times keep the other
informed  of  its  principal  place  of  business  if different from that stated
herein, and shall promptly notify the other of any change, giving the address of
the  new  place  of  business  or  residence.

H.     NOTICES.  All  notices that are required to be or may be sent pursuant to
the  provision of this Agreement shall be sent by certified mail, return receipt
requested,  or  by  overnight package delivery service to each of the parties at
the  address  appearing  herein, and shall count from the date of mailing or the
validated  air  bill.

I.     MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of  any  of  the
provisions  of  this  Agreement  shall  be effective only if made in writing and
executed with the same formality as this Agreement.  The failure of any party to
insist  upon strict performance of any of the provisions of this Agreement shall
not  be  construed  as a waiver of any subsequent default of the same or similar
nature  or  of  any  other  nature.

J.     ARBITRATION:  Any  controversy or claim arising out of or relating in any
matter  to this consulting agreement, or alleged breach thereof by either party,
shall  be  settled  by  arbitration  administered  by  the  American Arbitration
Association  under its existing Commercial Arbitration Rules. All hearings as to
any  such  controversy  or  claim  shall  be  held in Mecklenburg county , North
Carolina.  The  prevailing  party  shall  be  entitled to an award of reasonable
attorney's  fees  by  the  Arbritator(s)  and  it  may  be included in any award
rendered.  Judgement  on the award rendered by the Arbiterator(s) may be entered
in  any  State  Court  within  the  State  of North Carolina having jurisdiction
thereof  or  in  the  United  Stated  district  Court  for the District of North
Carolina.  The  parties  also  agree  that  the AAA optional rules for Emergency
Measures  of  Protection  shall  apply  to  the  proceedings.


Solely  by  virtue  of  their  respective  execution  of  this  Agreement and in
consideration  for  the  mutual  covenants  of  each  other, The Company and the
Consultant  hereby  agree,  consent  and  acknowledge  that, in the event of the
failure  by  The  Company  to  pay the consideration to the Consultant or in the
event  of  a  breach  of any other material term, the Consultant will be without
adequate  remedy-at-law  and shall therefore, be entitled to immediately redress
any  material  breach  of this Agreement by temporary or permanent injunctive or
mandatory  relief obtained in an action or proceeding instituted in the District
or  County  Court  of  Mecklenburg County, State of North Carolina or the United
States  District  Court for the District of North Carolina without the necessity
of  proving  damages  and  without  prejudice  to  any  other remedies which the
Consultant  may  have  at  law  or  in  equity.


XATTACHMENTS:
-------------

      A.  See  attached  " Appendix A " which will become a part of and attached
hereto.

APPROVED  AND  AGREED:

Consultant:

Prosperitus  Capital  Corp.
3000  N  Biscayne  Blvd.  Suite  3000
Miami  ,  FL  33132  USA
305-358-7344     Fax305-377-0111
__________________________/_________
By  Elliott  W.  Foxcroft.


Peoplesway.Com, Inc.
2969  Interstate  Street
Charlotte,  NC  28208
704-393-9551  Fax  704-391-0993

_________________________/____________
By  ,
It's  Chairman