EXHIBIT 10.1

                              MANAGEMENT AGREEMENT

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                              MANAGEMENT AGREEMENT

      Management  Agreement made as of 23RD OF JUN 2005, by and between  InTouch
Media Group, Inc., a Florida  corporation,  with its principal place of business
at 205 South Myrtle Avenue,  Clearwater,  Florida 33756 (the "Company"), and The
RC&A Group,  Inc.  located at 205 S. Myrtle  Avenue,  Clearwater,  Florida 33756
("Consultant").

                              W I T N E S S E T H:

      WHEREAS,  the  Company  desires to employ  Consultant  as its Senior  Vice
President  of  Sales  and  Marketing,  Senior  Vice  President  of New  Business
Development  and Senior Vice  President of  Administration,  and  Consultant  is
willing to serve in such capacity; and

      WHEREAS,  the  Company  and  Consultant  desire to set forth the terms and
conditions of such an engagement;

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
covenants  and  agreements  herein  contained  and for other  good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
Company and Consultant agree as follows:

      1. ENGAGEMENT.

      (a) Effective as of the date hereof,  the Company  hereby agrees to employ
Consultant, and Consultant agrees to be engaged by the Company, on the terms and
conditions  herein  contained as its Senior Vice  President of Sales & Marketing
over the Marketing and Sales Division and the New Business  Development Division
and  Senior  Vice  President  of  Administration,  or in such  other  Consultant
managerial  position  or  positions  with the  Company  or its  subsidiaries  or
affiliates  as shall  hereafter be  designated  by the Board of Directors of the
Company.  Consultant shall report to the Chief Executive  Officer of the Company
(the  "CEO")  and  shall  have  such  duties,   authority  and  responsibilities
commensurate  with  Consultant's  position for similarly  sized companies in the
industry.

      (b)  Consultant  shall devote a significant  amount of its business  time,
energy,  skill and efforts to the performance of its duties  hereunder and shall
faithfully and  diligently  serve the Company.  The foregoing  shall not prevent
Consultant from participating in not-for-profit activities or from entering into
consulting agreements with other companies or business entities or to manage its
passive personal  investments,  provided that these activities do not materially
interfere with Consultant's obligations hereunder.

      (c) Upon the  request  of the  Board,  Consultant  shall  also  serve as a
director or officer of subsidiaries in positions  commensurate with its position
with the Company without  additional  compensation.  If any compensation is paid
Consultant  by such  subsidiaries,  they shall be a credit  against  amounts due
hereunder.

      2. TERM OF ENGAGEMENT.

      (a) Except for earlier  termination  as provided in Section 7 hereof or as
extended in this Section 2,  Consultant's  engagement  under this Agreement (the
"Engagement Term") shall commence on the date hereof (the  "Commencement  Date")
and continue through 11 June 2008.

The Engagement Term shall be automatically renewed for successive one-year terms
unless either party gives written  notice to the other at least 45 days prior to
the expiration of the

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then  Engagement  Term,  of such party's  intention  to  terminate  Consultant's
Engagement hereunder at the end of the then current Engagement Term.

      (b) Notwithstanding anything else herein, the provisions of Sections 8 and
9 hereof shall survive and remain in effect  notwithstanding  the termination of
the  Engagement  Term or a breach by the Company or Consultant of this Agreement
or any of Its terms.

      3. COMPENSATION.

      (a) As  compensation  for his services under this  Agreement,  the Company
shall pay Consultant a Fee (the "Fee") as set forth on Exhibit A hereto. Payment
of the Fee shall be made in equal installments on a weekly basis.

      (b) In addition to the Fee,  the Company  shall pay  Consultant a bonus in
accordance with the schedule set forth on Exhibit A hereto. Such schedule may be
revised from year to year by agreement of the parties hereto.

      4. BENEFITS AND FRINGES.

      (a) During the  Engagement  Term,  Consultant  shall be  entitled  to such
benefits  or fringes (or a  reasonable  equivalent),  if any,  as are  generally
provided from time to time by the Company to its executive  officers,  including
pension, retirement,  savings, welfare (including life and health insurance) and
other benefit plans and arrangements, if applicable.

      (b) Except as otherwise specifically provided herein, the Consultant shall
be responsible for the tax consequences of all benefits and fringes.

      5. EXPENSES. The Company shall reimburse Consultant in accordance with its
expense  reimbursement  policy  as is in  effect  from  time  to  time  for  all
reasonable expenses incurred by Consultant in connection with the performance of
its duties  under this  Agreement  upon the  presentation  by  Consultant  of an
itemized  account of such  expenses and  appropriate  receipts and  otherwise in
compliance  with such rules  relating  thereto as the Company may,  from time to
time, adopt.

      6. VACATION.  During the Engagement Term,  Consultant shall be entitled to
vacation in accordance with the Company's practices.

      7. TERMINATION.

      (a) Consultant's  Engagement  under this Agreement and the Engagement Term
shall terminate upon any of the following events:

            (i) Automatically  on  the  date  of  Consultant's  closing  of  its
business or cessation of business operations;

            (ii) Upon  written  notice  given by the  Company to  Consultant  if
Consultant is unable to substantially  perform its material duties hereunder for
one hundred  eighty  (180)  continuous  days during any period of three  hundred
sixty (360) consecutive days by reason of physical or mental incapacity;

            (iii) Upon written  notice by the Company to  Consultant  for Cause.
Cause shall mean (a) Consultant  being convicted of (or pleading nolo contendere
to) a felony  (other than a traffic  violation)  or a crime  involving  fraud,
misappropriation, or embezzlement; (b)

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refusal of the Consultant to attempt to properly  perform its obligations  under
this  Agreement,  or  follow  any  direction  of the CEO  consistent  with  this
Agreement, which in either case is not remedied within thirty (30) business days
after receipt by Consultant of written  notice from the Company  specifying  the
details  thereof,  provided the refusal to follow a direction shall not be Cause
if  Consultant  in good faith  reasonably  believes  that such  direction is not
legal,  ethical  or moral and i  promptly  notifies  the CEO in  writing of such
belief;  (c) Consultant's  gross negligence with regard to its duties or willful
misconduct with regard to the business,  assets or employees of the Company;  or
(d) any other breach by  Consultant  of a material  provision of this  Agreement
that  remains  uncured  for thirty  (30) business  days after  written  notice
thereof  is given to  Consultant  or such  longer  period as may  reasonably  be
required to remedy the default,  provided that the Consultant  endeavors in good
faith to remedy the default; or

            (iv) Upon written notice by the Company without Cause.

      (b) Upon termination of the Engagement Term,  Consultant shall be promptly
paid any unpaid fees through the date of termination and  reimbursement  for any
expenses  incurred in connection with the official business of the Company prior
to his date of termination which he would be otherwise entitled to reimbursement
for in accordance with the Company's  policies on the  reimbursement of business
expenses  and any  benefits  or  amounts  under any  benefit  or equity  plan in
accordance  with the  terms of said  plan and any  fringe  benefits  due for the
period  prior to such  termination.  In addition,  Consultant  shall be paid any
earned, but unpaid, bonus.

      (c) If  Consultant's  termination is pursuant to subsection  (a)(i) above,
Consultant's  Successors  and/or Assigns shall  continue to receive  payments of
Consultant's  Fee,  at the same  time  such  amounts  would  have  been  paid if
Consultant  were still  engaged by the  Company  for a period of  eighteen  (18)
months following  Consultant's  closing of its business or cessation of business
operations.

      (d) If Consultant's  termination is pursuant to subsection  (a)(ii) above,
Consultant  shall be  entitled  to  receive  for  eighteen  months  (18)  months
following the  termination of  Consultant's  Engagement,  at the same time as it
would have been paid if Consultant were still engaged by the Company, its Fee.

      (e) if Consultant's  termination is pursuant to subsection  (a)(iv) above,
or if Consultant  receives a notice of non-renewal  from the Company pursuant to
Section 2(a), Consultant shall receive:

            (i) for twelve (12) months following the termination of Consultant's
Engagement, at the same time as it would have been paid if Consultant were still
engaged by the Company, his Fee; and

            (ii) at the end of such twelve (12) month period, an amount equal to
three-quarters  (3/4) of the maximum  Bonus for which  Consultant  was  eligible
during the fiscal year of termination of Consultant's  Engagement,  which amount
shall  be  payable  in a lump  sum on the  twelfth  month  anniversary  of  such
termination.

      8. CONFIDENTIAL INFORMATION.  Consultant has entered into a Non-Disclosure
Agreement of even date herewith,  which  agreement is attached hereto and made a
part hereof as though fully set forth herein.

      9. INDEMNIFICATION. During the Engagement Term and thereafter, the Company
shall indemnify  Consultant to  the fullest extent  permitted by law against any
judgments,

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fines, amounts paid in settlement and reasonable expenses (including  attorneys'
fees),  and advance amounts  necessary to pay the foregoing at the earliest time
and to the fullest extent permitted by law, In connection with any claim, action
or proceeding (whether civil or criminal) against Consultant (other than a claim
brought  by the  Company)  as a result of  Consultant  serving  as an officer or
director of the Company or in any capacity at the request,  of the  Company,  in
or with regard to any other entity,  employee  benefit plan or enterprise.  This
indemnification  shall  be in  addition  to,  and  not in  lieu  of,  any  other
indemnification  Consultant  shall be  entitled  to  pursuant  to the  Company's
Certificate  of  Incorporation  or Bylaws or otherwise.  Following  Consultant's
termination of Engagement,  the Company shall continue to cover Consultant under
the  Company's  directors  and officers  insurance  for the period  during which
Consultant  may be  subject to  potential  liability  for any  claim,  action or
proceeding  (whether civil or criminal) as a result of his service as an officer
or director of the Company or in any capacity at the request of the Company,  at
the highest level then maintained for any then or former officer or director.

      10. CONSULTANT REPRESENTATION.  Consultant represents and warrants that he
is not limited under any  contractual or other provision from entering into this
Agreement and performing his obligations hereunder.

      11. ENTIRE AGREEMENT;  MODIFICATION.  This Agreement  constitutes the full
and complete  understanding  of the parties  hereto and will supersede all prior
agreements  and  understandings,  oral or written,  with  respect to the subject
matter   hereof.   Each   party   to  this   Agreement   acknowledges   that  no
representations,  inducements,  promises or agreements,  oral or otherwise, have
been made by either party, or anyone acting on behalf of either party, which are
not  embodied  herein and that no other  agreement,  statement  or  promise  not
contained in this Agreement shall be valid or binding. This Agreement may not be
modified  or amended  except by an  instrument  in  writing  signed by the party
against whom or which enforcement may be sought.

      12. SEVERABILITY. Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  enforceable  the remaining  terms and  provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction.

      13. WAIVER  OF  BREACH.  The  waiver  by any  party  of a  breach  of  any
provisions of this  Agreement,  which waiver must be in writing to be effective,
shall not operate as or be construed as a waiver of any subsequent breach.

      14. NOTICES. All notices hereunder shall be in writing and shall be deemed
to have been duly given when  delivered by hand, or one (1) day after sending by
United States Postal Service express mail or other  "overnight mail service," or
three (3) days after sending by certified or registered  mail,  postage prepaid,
return receipt requested.  Notice shall be sent as follows: if to Consultant, to
his address as listed in the Company's  records;  and if to the Company,  at Its
office as set forth at the head of this  Agreement.  Either party may change the
notice address by notice given as aforesaid.

      15. ASSIGNABILITY;  BINDING EFFECT.  This Agreement shall be binding  upon
and inure to the benefit of Consultant and Consultant's  successors and assigns,
and  shall  be  binding  upon and  inure  to the  benefit  of the  Company,  its
successors and assigns.  This Agreement may not be assigned by Consultant.  This
Agreement may not be assigned by the Company except in connection  with a merger
or a sale by the Company of all or  substantially  all of its  assets,  and then
only  provided  that the  assignee  specifically  assumes in writing  all of the
Company's obligations hereunder.

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      16. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement, other than injunctive relief under Section 8 (provided that
Consultant  may bring an  arbitration  to recover legal fees in connection  with
such injunctive  activities under the last sentence of this Section 16) shall be
settled   exclusively  by  arbitration,   conducted  before  a  panel  of  three
arbitrators in Clearwater, Florida, in accordance with the rules of the American
Arbitration  Association  then in  effect,  and  judgment  may be entered on the
arbitrators'  award  in any  court  having  jurisdiction.  The  decision  of the
arbitrators shall be final and binding on the parties. The parties shall equally
divide all costs of the American  Arbitration  Association  and the  arbitrator,
except that the arbitrators  shall direct the Company to reimburse  Consultant's
portion  of the cost on the same  basis as set forth in the next  sentence  with
regard to legal  fees.  Each party  shall bear its own legal fees in any dispute
except that, in the event the  Consultant  prevails on any material  issue,  the
arbitrators  shall  award the  Consultant  his legal  fees  attributable  to all
matters other than frivolous positions taken by the Consultant (as determined by
the arbitrator).

      17. GOVERNING LAW. All issues  pertaining to the  validity,  construction,
execution and  performance of this Agreement  shall be construed and governed in
accordance  with the laws of the State of Florida,  without giving effect to the
conflict or choice of law provisions thereof.

      18. HEADINGS.  The  headings in this  Agreement  are  intended  solely for
convenience  or reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

      19. COUNTERPARTS.  This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which  together shall
constitute one and the same instrument.

      IN WITNESS  WHEREOF,  the  Company has caused  this  Agreement  to be duly
executed and Consultant has hereunto set his hand as of the date first set forth
above.

INTOUCH MEDIA GROUP, INC.                             The RC&A Group, Inc.

By: /s/ Laura Betterly                                /s/ Robert Cefail
--------------------------                            --------------------------
Laura Betterly                                        Robert Cefail, President
Chief Executive Officer                               The RC&A Group, Inc.
On behalf of Company                                  On behalf of Consultant

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                                    EXHIBIT A

                                  COMPENSATION

The Company  shall pay  Consultant a Fee of $6,000 per week from the date hereof
through 11 June  2008.  In the event that the  Engagement  Agreement  is renewed
automatically  pursuant to Section  2(a) and the parties do not  mutually  agree
otherwise,  the Fee shall be increased by 6% on June 12th, 2008 and by 6% on the
first date of each successive one-year term thereafter, if any.

                                    INCENTIVE

In addition,  Consultant  shall be eligible to receive a bonus of stock  options
each  quarter in  accordance  with the  InTouch  Media Group  Senior  Management
Incentive Plan. Consultant shall receive an option to purchase 250,000 shares of
the Company  stock each quarter at a price equal to 50% discount of the price of
such shares on the date of the execution of this Agreement in the event that the
Company's  Gross  Revenues for a given quarter exceed the Gross Revenues for the
same quarter of the prior year. In addition to this, Consultant shall receive an
option to purchase  another  250,000 shares of Company stock each quarter on the
same terms as above if the Company's overall  profitability  improves in a given
quarter as compared to the same quarter  from the  preceding  year.  The Company
will use its best efforts to promptly  register  shares that  Consultant has the
right to purchase and will provide  piggy back rights to  Consultant  as regards
such shares.  Profitability improvement is defined as the Company showing either
an increase in pre-tax profits or decrease in losses.

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                            NON-DISCLOSURE AGREEMENT

      THIS NON-DISCLOSURE  AGREEMENT  ("Agreement"  hereafter),  made as of this
23RD day of JUNE,  2005,  by and among In Touch Media Group,  Inc.  ("ITMG"),  a
Florida based corporation and The RC&A Group, Inc. ("RCAG").

      WHEREAS,   the  above  parties  contemplate  entering  into  a  Management
Agreement whereby RCAG will supply ITMG with requested services, and

      WHEREAS, the RCAG, is the Receiving Party; and

      WHEREAS, ITMG is the Disclosing Party; and

      WHEREAS, in connection with such a Management  Agreement,  Receiving Party
will have access to certain confidential  proprietary  information of Disclosing
Party; and

      WHEREAS,  this Agreement shall memorialize the  understanding  existing at
all  times  between  the  parties   regarding  the   non-disclosure  of  certain
information made available to Receiving Party;

      NOW  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein set forth, it is agreed as follows:

      1. Non-Disclosure:  Receiving  Party will not, during the period of review
      or thereafter,  disclose any  confidential  or proprietary  information of
      Disclosing Party to any person,  firm,  corporation or other entity except
      Disclosing Party.

      For the purpose of this  Agreement,  the term  "confidential  information"
      shall mean (1) any and all information,  both technical and general,  used
      in Disclosing  Party's business which gives Receiving Party an opportunity
      to obtain an advantage over  competitors who do not know it or use it, and
      (2) information,  knowledge,  trade secrets, data or know-how belonging to
      third  parties  in  Disclosing  Party's  possession.  Any  information  of
      Disclosing  Party which is not readily  available  to the public  shall be
      considered to be "confidential information". All information identified by
      Disclosing  Party as  "confidential"  shall be deemed to be  "confidential
      information".  Examples of confidential  information  include, but are not
      limited to, the following:

      a.    trade secrets;

      b.    research and development activities;

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      c.    books  and   records,   programs,   listings,   manuals,   drawings,
            specifications, plans;

      d.    customer and resellers lists;

      e.    private processes as that may exist from time to time;

      f.    information  concerning  current,  future,  or proposed products and
            designs;

      g.    business forecasts;

      h.    procurement requirements and procurement sources;

      i.    plans and  technology  relating to business  forecasts,  procurement
      requirements and procurement sources;

      j.    plans and technology relating to customer lists and files, costs and
      pricing information, marketing strategies and sales information;

      k.    financial data;

      l.    personnel records;

      m.    sales and marketing techniques and procedures; and

            2. Relinquishment. Upon termination of business between the parties,
Receiving Party shall deliver to Disclosing Party all materials  including,  but
not  limited  to,  customer  files  and  lists,  marketing  and  business  plans
forecasts,  written sales  programs,  cost and pricing  information,  documents,
models,  apparatus,  sketches,  designs,  parts  lists which were  furnished  to
Receiving  Party and which are  designated in writing to be  Disclosing  Party's
property,  drawings,  manuals, letters, notes, notebooks,  reports and all other
materials  (including all copies of such  materials),  relating to  confidential
information  or the business of Disclosing  Party which are in the possession or
under the control of Receiving Party.

      3. Receiving  Party  Warranty.  The parties  warrant that their  review of
Disclosing Party information will not violate any obligations to any third party
including but not limited to competitors.

      4. Severability  of Agreement.  Should any part of this  Agreement for any
reason be declared  invalid,  such decision shall not affect the validity of any
remaining  portion,  which remaining portion shall remain in force and effect as
if this Agreement had been executed with the invalid portion thereof eliminated,
and it is hereby  declared  the  intention  of the parties  that they would have
executed the remaining portion of this Agreement without including such parts or
portions which may, for any reason, be hereafter declared invalid.

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      5. Provision for Amendment of Agreement.  The Provisions of this Agreement
may only be  waived,  altered,  amended  or  repealed,  in whole or in part,  in
writing and executed by all parties to this Agreement.

      6. Equitable Relief. ITMG and RCAG agree that money damages would not be a
sufficient  remedy for breach of the  confidentiality  and other  obligations of
this  Agreement.  Accordingly,  in  addition  to all  other  remedies  that  the
Disclosing  Party may have, the  Disclosing  Party shall be entitled to specific
performance and injunctive or other equitable  relief as a remedy for any breach
of the  confidentiality  and other  obligations of this  Agreement.  The parties
agree to waive any  requirement  for a bond in connection with any injunctive or
other equitable relief.

      7. Governing Law. This  Agreement  shall be construed in accordance  with,
and governed by, the laws of the State of Florida.

      8. Successors  and Assigns.  This Agreement  shall inure to the benefit of
the  successors  and assigns of In Touch Media  Group,  Inc. and The RC&A Group,
Inc.

      9. Pronouns.  All  pronouns  and  any  variations  thereof as used in this
Agreement shall be deemed to refer to the masculine, feminine or neuter.

      IN WITNESS  THEREOF,  the parties  hereto have executed and delivered this
Agreement as of the day and year first above written.

By: /s/ Laura Betterly                    By: /s/ Robert Cefail
   -------------------------------           -----------------------------
    Laura Betterly                            Robert Cefail

Title: CEO, In Touch Media Group, Inc.    Title: President, The RC&A Group, Inc.

Date: 23 June 05                          Date: 23 JUN 05
      ----------------------------              --------------------------

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