[logo]


                                                                     EXHIBIT 4.1

                              MCOM Management Corp.
                               Investment Banking


November 16, 1999

BY DHL COURIER

Nugget Exploration, Inc.
2051 Springdale Rd.
Cherry Hill, NJ 08003

Attn:  Dr. Leonard Vernon

Management Consulting Agreement

Our File:  2532-V

Dear Sirs:

Formalizing  our earlier  discussions,  this is to  acknowledge  and confirm the
terms of our Management Consulting Agreement ("Agreement") as follows:

1.    Nugget Exploration, Inc. (the "Company") hereby engages
         MCOM Management Corp.
         ("MCOM") and MCOM hereby agrees to render  services to the Company as a
         management  consultant,  strategic  planner  and advisor and as further
         described herein.

2.    Duties.  During the term of this Agreement, MCOM shall
         provide advice and consult with the
         Company concerning management, marketing, strategic planning, corporate
         organization and structure, expansion of services, and shall review and
         advise the Company regarding its overall progress, needs and condition.
         MCOM  agrees to  provide  on a timely  basis the  following  enumerated
         services plus additional services contemplated thereby:

     a.   Assist the Company in the  implementation of short range and long term
          strategic   planning  to  fully  develop  and  enhance  the  Company's
          operations, resources, products and services;

     b.   Assist the Company in the implementation of a marketing program with a
          view toward broadening the markets for its products and services;

     c.   Assist the Company in the monitoring of service  provided by the other
          professionals employed or retained by the Company;

     d.   Advise the Company  relative to the  recruitment and employment of key
          executives consistent with the expansion of operations of the Company;

     e.   Advise and recommend to the Company  additional  services  relating to
          the present  business and services  provided by the Company as well as
          new products and services that may be provided by the Company.

     The Empire State Building 550 Fifth Ave., Suite 5807 New York, NY 10118
                      Tel: 212.629.4911 Fax: 212.629.4917
_____________________________________________________________________
                   email: mromwalker@earthlink.net .629.4917

                                       107


<PAGE>


                                     [logo]


     f.   Assist  the   Company   in   development   of  third  part   marketing
          partnerships,   sale  of  services   and   negotiation   of  exclusive
          advertising rights with prospective ISP's.

     g.   Assist the Company in developing a strategic or marketing "significant
          event" which will increase  visibility  of the Company and  materially
          effect the Company.

     h.   Coordinate both U.S. and international road shows.

3.   Term. The term of this Agreement  shall be for a one yea period  commencing
     upon the date hereof.

4.   Compensation. As compensation for its services hereunder, the Company shall
     issue to MCOM:

     a.   $5,000  per month with the first  payment of $5,000 to be made  within
          seven (7) days of the date of this agreement and  thereafter  payments
          of $5,000 per month to continue  thirty days hence on a monthly  basis
          with the final payment to be due and payable during October, 2000.

     b.   300,000 shares of common stock of the Company (the "Common  Stock") on
          or before  November 30, 1999.  The company  shall file a  registration
          statement  with respect to these shares on or before January 15, 2000.
          If the Company does not file the  registration  statement with the SEC
          on or before  January  15,  2000,  MCOM shall  receive  an  additional
          100,000  shares on or before  February  15, 2000,  and a  registration
          statement  for such  additional  shares of the Common  Stock  shall be
          filed with the SEC on or before April 30, 2000.

     c.   Within  fifteen  (15)  days  of the  issuance  of the  300,000  shares
          mentioned in paragraph 4.b. above, MCOM shall provide the Company with
          a bridge loan in the amount of $100,000,  with interest to accrue from
          the date the  Company  receives  the funds at the rate of ten  percent
          (10%) per annum on the unpaid  balance  until  paid or until  default,
          both principal and interest payable in cash or kind. The principal and
          interest shall be due and payable on or before November 30, 2000.

     d.   The Company  shall issue on or before  November 30, 1999, a warrant to
          purchase  500,000  shares of the Common Stock,  with the  registration
          statement  with respect to such shares of the Common Stock to be filed
          with the SEC on or before  January 15, 2000. The exercise price of the
          warrant shall be $1.00 per share for the first  100,000  shares of the
          Common  Stock and $2.00 per share for the next  400,000  shares of the
          Common Stock.

          In the event the  registration  statement is not filed with the SEC on
          or before  January 15, 2000,  MCOM or its  designees  shall receive an
          additional  warrant to purchase  100,000 shares of the Common Stock at
          an exercise price of $2.00 per share.  A  registration  statement with
          respect to these additional 100,000 shares shall be filed with the SEC
          on or before March 31, 2000.  All  expenses,  including  attorneys and
          accountants fees associated with such registration  statement shall be
          for the Company's account.

     e.   Upon  exercise  of all of the  warrants  set forth in  paragraph  4.d.
          above,  on or before April 1, 2000, the Company shall issue to MCOM an
          additional 200,000 shares of the


                                       108


<PAGE>


                                     [logo]


          Common Stock. MCOM shall have demand  registration rights with respect
          to such  shares,  and should  MCOM  exercise  the demand  registration
          rights, MCOM shall be responsible for all registration fees, expenses,
          including  attorneys'  fee.  These shares shall also have  "piggyback"
          registration  rights.  The Company  shall retain the right to withhold
          the issuance of the shares issued  pursuant to this clause upon thirty
          (30) days written notice to MCOM.

5.   Expenses. The Company shall be responsible for all reasonable expenses MCOM
     may  incur in  performing  services  under  this  Agreement.  However,  all
     expenses over $500 in any month must be pre-approved by the Company.

6.   Confidentiality.  MCOM  will  not  disclose  to  any  other  person,  firm,
     corporation,  nor use for its own benefit  during or after the term of this
     Agreement,   any  trade   secrets  or  other   information   designated  as
     confidential  by the Company which is acquired by MCOM in the course of its
     performing services hereunder. (A trade secret is information not generally
     known  to the  trade,  which  gives  the  Company  an  advantage  over  its
     competitors.  Trade  secrets can  include,  by way of example,  products or
     services under development,  production  methods and processes,  sources of
     supply,  customer lists,  marketing  plans and  information  concerning the
     filing or pendency of patent  applications.)  Any financial advice rendered
     by MCOM pursuant to this Consulting Agreement may not be disclosed publicly
     in any manner without the prior written approval of MCOM.

7.   Indemnification.  The Company  agrees to indemnify  and hold MCOM  harmless
     from and against  all  claims,  damages,  liabilities,  costs or  expenses,
     including  reasonable attorney fees (collectively the "Liabilities")  joint
     and several,  arising out of the performance of this Consulting  Agreement,
     whether or not MCOM is a party to such dispute.  This  indemnity  shall not
     apply  however,  and  MCOM  shall  indemnify  and  hold  the  Company,  its
     affiliates,  control persons, officers,  employees and agents harmless from
     and against all Liabilities,  where under arbitration a final determination
     that MCOM  engaged in gross  recklessness  and  willful  misconduct  in the
     performance of its services hereunder which gave rise to the losses, claim,
     damage,  liability  cost  expense  sought to be  recovered  hereunder  (but
     pending any such final determination, the indemnification and reimbursement
     provision of this  Consulting  Agreement  shall apply and the Company shall
     perform its obligations  hereunder to reimburse MCOM for its expenses.) The
     provisions of this paragraph  shall survive the  termination and expiration
     of this Agreement.

8.   Dilution.  Regarding the aforementioned  issuance of shares of common stock
     and  warrants,  if at any time the Company  shall (i) declare a dividend or
     make a  distribution  on the Common Stock  payable in shares of its capital
     stock  (whether  shares of Common  Stock or of  capital  stock of any other
     class);  (ii) subdivide,  reclassify or recapitalize its outstanding Common
     Stock  into a greater  number  of  shares;  (iii)  combine,  reclassify  or
     recapitalize its outstanding  Common Stock into a smaller number of shares,
     or (iv) issue any shares of its capital  stock by  reclassification  of its
     Common Stock  (including  any such  reclassification  in connection  with a
     consolidation   or  a  merger  in  which  the  Company  is  the  continuing
     corporation), the amount of Common Stock issued to MCOM or its designees at
     the time of the record date of such  dividend,  distribution,  subdivision,
     combination, reclassification or recapitalization shall be adjusted so that
     MCOM or its designees shall be entitled to receive the aggregate number and
     kind of shares  which it would have owned and been  entitled  to receive by
     virtue of such dividend, distribution, subdivision,

                                       109


<PAGE>


                                     [logo]

     required by this paragraph shall be made immediately after the record date,
     in the case of a dividend or  distribution,  or the effective  date, in the
     case of a subdivision, combination, reclassification or recapitalization.

We enclose two (2) original Agreements.  If this Agreement is in accordance with
your  understanding,  please confirm by signing and returning to MCOM Management
Corp. one (1) original, retaining the other for your files.

AGREED TO BY MCOM MANAGEMENT CORP.:


 /s/ Mr. Michael C.O. Morfit
Mr. Michael C.O. Morfit
President

AGREED TO BY NUGGET EXPLORATION, INC.:


 /s/ Dr. Leonard Vernon

Dr. Leonard Vernon
President

                                       110