CONSULTING
AGREEMENT


        CONSULTING
AGREEMENT dated as of October 28, 2002 (this “Agreement”) by and
between Exus Networks, Inc., a Nevada corporation (the “Company”), and
Henry Val, an individual having an office at 522 US Highway 9, #192, Manalapan, New Jersey 07726(“Val” or the
“Consultant”). 


W I T N E S S E T H


        WHEREAS,
the Company wishes to retain Consultant to provide the Company with certain
consulting services and consultant is willing to provide such consulting
services, on the terms and conditions set forth herein. 


        NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows: 


        Section
1.     Retention of Val.    The Company hereby retains and engages Val, and Val
hereby accepts such engagement, in each case subject to the terms and conditions
of this Agreement. 


        Section
2.      Services.


        
        (a)   
On the terms and subject to the conditions herein contained, the Company hereby
engages Consultant as a consultant, and Consultant hereby accepts such engagement.


        
        (b)   
With regard to operations, strategic planning and business development, the Consultant
shall consult with the Company regarding:


        
                
(i)   developing new sources of business;


        
                
(ii)   identifying and analyzing possible strategic alliances with telecommunication companies or others, and
acquisitions;


        
                
(iii)   evaluation and analysis of the Company's marketing plans and new products and services;


        
                
(iv)   review of the business plans for the Company, including the review of budgets and projections;


        
                
(v)   a detailed evaluation of the Company's competition in new and existing markets;


        
                
(vi)   analysis of information on a periodic basis concerning the financial performance of the Company and the
markets in which it operates;
identification of suitable merger and acquisition candidates; and


        
                
(vii)   such other aspects of the business of the Company as Consultant and the
Company may agree from time to time.


        
        (c)   
In connection with any proposal made by Val pursuant to this Agreement, the Company
and Val acknowledge that the Company shall not be obligated to accept such proposal or further obligate itself
hereunder. Any arrangement or agreement between the Company and a third party shall be evidenced by an agreement
duly authorized and executed by the Company.


        Section
3.     Compensation.    The Company agrees to pay to Val $180,000 as
compensation for the services specified in Section 2 hereof. The Company
acknowledges that it does not currently have the financial ability to pay for
Val’s services in cash. Therefore, in lieu of such cash payment and in
consideration of the services heretofore rendered, and to be rendered by Val,
pursuant to this Agreement, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged by the Company, the
Company, shall issue to Val 12,000,000
shares (the “Shares”) of the Company’s common stock, par value
$0.01 per share (the “Common Stock”) as follows: 4,000,000 shares will
be issued upon execution of this Agreement; 8,000,000 shares will be issued
within 60 days in the form of S-8 shares. 


        Section
4.     Confidentiality; Non-Competition.   Val acknowledges that in the course
of his engagement, he will become familiar with trade secrets and other
confidential information (collectively, “Confidential Information”)
concerning the Company. Val agrees that he shall retain the Confidential
Information in strict confidence and not disclose to any third party any or all
of the Confidential Information without the express written prior consent of the
Company. Furthermore, Val agrees that during the Term (as defined below) and for
a period of one year thereafter neither he nor any affiliate or family member
shall directly or indirectly, for their account or on behalf of any other party,
whether as an employer, employee, consultant, manager, member, agent, broker,
contractor, stockholder, director, officer, investor, owner, lender, partner,
joint venturer, franchisor, franchisee, licensor, licensee, sales
representative, distributor or otherwise, or through any business entity or
vehicle whatsoever: (i) conduct, advise or render services to any business
activity in competition with the Company or (ii) solicit, hire or retain any
employee or consultant of the Company or its affiliates, or persuade or entice
any employee or consultant of the Company to leave the employ of the Company or
its affiliates. 


        Val
agrees and acknowledges that, in the event of a threatened breach or default, or
a breach or default, by the Consultant of the terms and conditions of this
Section 4 of this Agreement, the Company would be irreparably harmed and thus
will not have an adequate remedy at law. In the event of any such breach or
default the Company shall be entitled to institute and prosecute proceedings in
any federal or state court of competent jurisdiction to enforce the specific
performance of the terms and conditions of this Section 4 and to enjoin further
violations of the provisions of this Agreement. Such remedies shall however be
cumulative and not exclusive and shall be in addition to any other remedies to
which the Company may have. 


        Section
5.      Term.    This Agreement shall be for a term of six months commencing on the date hereof
(the "Term").


        
Section 6.      Representations and Warranties of Val.



        
        (a)   
Val represents and warrants to the Company that he is not acquiring the Shares with a view to,
or for resale in connection with, any distribution in violation of the Securities Act of 1933, as amended.


        
        (b)   
(b) Val represents and warrants to the Company that:


        
                
(i)   Val is a natural person;


        
                
(ii)   Val shall provide bonafide services to the Company pursuant
to this Agreement; and


        
                
(iii)   the services to be provided pursuant to this Agreement are not in connection with the offer or sale of
securities and do not directly or indirectly promote or maintain a market for the
Company's securities.


        Section
7.      Indemnification.



        The
Company agrees to indemnify and hold harmless Val and his affiliates against any
and all losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses and disbursements (and all actions, suits,
proceedings and investigations in respect thereof and any and all legal or other
costs, expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise), including, without limitation, the costs,
expenses, and disbursements, as and when incurred, of investigating, preparing
or defending any such action, proceeding or investigation (whether or not in
connection with litigation to which Val is a party), directly or indirectly,
caused by, relating to, based upon, arising out of or in connection with
information provided by the Company which contains a material misrepresentation
or material omission in connection with the provision of services by Val under
this Agreement; provided, however, such indemnity agreement shall not
apply to any portion of any such loss, claim, damage, obligation, penalty,
judgment, award, liability, cost, expense or disbursement to the extent it is
found by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of Val. The Company also agrees that Val shall
not have any liability (whether direct or indirect in contract or tort or
otherwise) to the Company or to any person (including, without limitation,
Company shareholders) claiming through the Company for or in connection with the
engagement of Val, except to the extent that any such liability results from
Val’s gross negligence or willful misconduct. This indemnification shall
survive the termination of this Agreement. 


        Each
party entitled to indemnification under this Agreement (the “Indemnified
Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided further that the failure of
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7. Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and any litigation
resulting therefrom. 


        Section
8.      Governing Law.    This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to the
conflict of law principles thereof. 


        Section
9.      Entire Agreement; Amendments.    This Agreement contains the entire
agreement and understanding between the parties and supersedes and preempts any
prior understanding or agreements, whether written or oral. The provisions of
this Agreement may be amended or waived only with the prior written consent of
the Company and Val. 


        Section
10.      Successors and Assigns; No Assignment.    This Agreement shall be
binding upon, inure to the benefit of, and shall be enforceable by Val and the
Company and their respective successors and permitted assigns. The Consultant
acknowledges that the services to be rendered by him under this Agreement are
unique and personal. Accordingly, the Consultant shall not assign any of his
rights or delegate any of his duties or obligations under this Agreement. 


        Section
11.      Notices.    All notices and other communications under this Agreement
shall be in writing and shall be deemed effective and given upon actual delivery
if presented personally, one business day after the date sent if sent by prepaid
telegram, overnight courier service, telex or facsimile transmission or five
business days if sent by registered or certified mail, return receipt requested,
postage prepaid which shall be addressed to the following addresses: 


	If to the Company:	Exus Networks, Inc.

150 E. 58th Street, 25th floor

New York, New York 10155

Attention: Isaac Sutton, President

Telephone: (212) 514-6600

Facsimile:
	 	 
	If to Val:	Henry Val

522 US Highway 9, #192
 Manalapan, New Jersey    07726





        Section
12.      Severability.    If any provision of this Agreement or the application
of any provision to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof. 


        Section
13.      Section and Other Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. 


        Section
14.      Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to
be one and the same Agreement. 


        Section
15.      Independent Contractor. The Consultant agrees and acknowledges that
he is solely responsible to pay all of his own taxes with respect to the
issuance of the Shares to the Consultant hereunder. The Consultant shall not be
entitled to receive, and shall not receive, any other benefits of employment
from the Company, including, without limitation, disability insurance,
worker’s compensation or any other benefits incidental to any
employer-employee relationship; it being the intention and agreement of the
parties hereto that the Consultant’s relationship with the Company is that
of an independent contractor. Furthermore, this Agreement shall not be construed
to create between the Company and the Consultant the relationship of principal
or agent, joint venturers, co-partners or employer and employee, the existence
of which is hereby expressly denied by the Company and the Consultant. The
Consultant shall not be an agent of the Company for any purposes whatsoever and
the Consultant shall have any right or authority to bind the Company or create
any obligations, express ir implied, on behalf of or in the name of the Company. 


        Section
16.      No Conflicting Agreements. The Consultant represents that he is not a
party to any other agreement or arrangement which would conflict with or
interfere with the performance of his duties or obligations under this
Agreement. 



IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.


	EXUS NETWORKS, INC.


	By:	
/s/   Isaac H. Sutton

Name:   Isaac H. Sutton

Title: President


	 	
/s/   Henry Val

Henry Val