CONSULTING AGREEMENT

      This  Consulting Agreement ("Agreement") is made and entered into  by
and between

                 Kellie Mahon        and          NFOX.COM
                ("Consultant").                 ("Company"),


WHEREAS,  Company  desires  to  employ the  Consultant  as  an  independent
contractor, and

WHEREAS, Consultant is willing to accept such employment by Company on  the
terms and subject to the conditions set forth in this Agreement.


NOW THEREFORE, IT IS AGREED AS FOLLOWS:

1.    Duties.  During the term of this Agreement, Consultant agrees  to  be
employed by and to serve Company as a Consultant, and the Company agrees to
employ and retain Consultant in such capacities.  Consultant shall devote a
portion  of  his  business time, energy, and skill to the  affairs  of  the
Company  as  an Consultant, and shall report to the Company as  appropriate
and  Consultant  shall at all times during the term of this Agreement  have
powers and duties at least commensurate with his position as Consultant  to
the Company.

2.    Term of Employment. The Initial Term of this Agreement shall be  from
April 16, 1999 to April 1, 2000.

3.    Extension of Term. At any time prior to the expiration of the Initial
Term,  Company  and  Consultant  may by  mutual  written  agreement  extend
Consultant's  employment  under  the  terms  of  this  Agreement  for  such
additional periods as they may agree.

4.    Scope  of  Work.   Subject  to the terms and  conditions  hereinafter
provided,  Company  engages the Consultant for the furnishing  of  services
specifically  as  advisor in the areas of Business Organization  and  Audit
Preparation in Las Vegas and for such other tasks as may be mutually agreed
upon in writing between the Consultant and Company.

5.     Compensation.  As  payment  for  the  services  to  be  rendered  by
Consultant, the Company agrees to pay to Consultant compensation  of  5,000
restricted  common shares of the Companies stock valued at $.25  per  share
plus  authorized and reasonable expenses in regards to duties  assigned  by
Company  to  Consultant provided such expenses are approved in  advance  by
Company.

6.     Payment  Obligations.  Company's obligation to  pay  Consultant  the
compensation  and  to  make  the  arrangements  provided  herein  shall  be
unconditional,  and  Consultant  shall have  no  obligation  whatsoever  to
mitigate  damages hereunder.  If litigation shall be brought to enforce  or
interpret  any provision contained herein, Company, to the extent permitted
by  applicable law and the Company' Articles of Incorporation  and  Bylaws,
hereby  indemnifies Consultant for Consultant's reasonable attorneys'  fees
and disbursements incurred in such litigation.

<PAGE>

7.     Confidentiality.    Consultant  agrees  that  all  confidential  and
proprietary information relating to the business of Company shall  be  kept
and  treated  as  confidential both during  and  after  the  term  of  this
Agreement,  except  as may be permitted in writing by  Company's  Board  of
Directors  or  as  such information is within the public  domain  or  comes
within the public domain without any breach of this Agreement.

8.   Withholdings.   All compensation and benefits to Consultant  hereunder
shall  not  be reduced by federal, state, local and other withholdings  and
similar  taxes  and payments required by applicable law and  shall  be  the
responsibility of Consultant (see section 17).

9.   Indemnification.    In addition to any rights  to  indemnification  to
which   Consultant  is  entitled  to  under  the  Company's   Articles   of
Incorporation and Bylaws, Company shall indemnify Consultant at  all  times
during and after the term of this Agreement to the maximum extent permitted
under  applicable Nevada state law, and shall pay Consultant's expenses  in
defending  any civil or criminal action, suit, or proceeding in advance  of
the  final  disposition of such action, suit or proceeding, to the  maximum
extent permitted under such applicable state laws.

10. Notice of Termination.  Either the Consultant or the Company may effect
a termination of this Agreement pursuant to thirty (30) days written notice
to the other party of such termination.

11.  Minimum  Compensation.  There is no guarantee, other than  the  shares
referenced in paragraph five of this Agreement, of any minimum amount to be
paid under this contract.

12.   Expenditure  Limitation.   For services, travel and living  expenses,
the  total  authorized expenditure limitation hereunder is  not  to  exceed
$1,000  per calendar year unless prior authorization is obtained in writing
from Company.

13.   Applicable Law.   Any controversy or claim arising out of or relating
to this Contract shall be governed by the laws of the State of Nevada.  Any
litigation  under  this  Contract, if commenced  by  Consultant,  shall  be
brought  in  a Court of competent jurisdiction in the State of Nevada.  All
matters   pertaining  to  this  Agreement  (including  its  interpretation,
application,  validity,  performance and breach),  shall  be  governed  by,
construed and enforced in accordance with the laws of the State of  Nevada.
The  parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Clark County, State of Nevada. In the event that litigation results from or
arises out of this Agreement or the performance thereof, the parties  agree
to  reimburse  the  prevailing party's reasonable  attorney's  fees,  court
costs,  and  all  other expenses, whether or not taxable by  the  court  as
costs, in addition to any other relief to which the prevailing party may be
entitled.  In such event, no action shall be entertained by said  court  or
any  court of competent jurisdiction if filed more than one year subsequent
to  the  date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.

14.  Assignment.    This Contract is for personal services and shall not be
transferred or assigned by the Consultant without prior written consent  of
Company.

15.   Confidential  Matters.    The  Consultant  shall  keep  in  strictest
confidence all information relating to this Contract which may be  acquired
in connection with or as a result of this Contract.

16. Reports.   The Consultant, when directed, shall provide written reports
with the respect to the services rendered hereunder.
<PAGE>

17.   Consultant.   Both  the  Company and the Consultant  agree  that  the
Consultant will act as an Consultant in the performance of its duties under
this  Agreement.   Accordingly, the Consultant  shall  be  responsible  for
payment of all taxes, including Federal, State and local taxes arising  out
of the Consultant's activities in accordance with this Agreement, including
by  way of illustration, without limitation, Federal and State income  tax,
Social  Security tax Unemployment Insurance taxes and any  other  taxes  or
business license fees as may be required.

18.   Signatures.    Both the Company and the Consultant agree to the above
Agreement.  Signed this 16th day of April, 1999.



CONSULTANT

/s/ Kelli Mahon
__________________________
Kellie Mahon




NFOX.COM

/s/ Karl Kraft
__________________________
Karl Kraft-President