CONSULTING AGREEMENT

     This  consulting  agreement  (this  "Agreement")  is  made  the  2nd day of
September  2002 by and between AlphaCom Corporation, (the "Company"), and Joseph
Stiuso  (the  "Consultant")  .

                                    RECITALS

     WHEREAS,  the  Company  wishes to engage  the  Consultant  with  respect to
certain  aspects  of  its  business;

     WHEREAS,  the  Consultant  is willing to make  available to the Company the
consulting  services  provided  for  in  the  Agreement  as  set  forth  below;

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration  of  the  premises  and  the  respective
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

1.   TERM

         The term of this Agreement shall commence on the date hereof and end on
March 31, 2003.

2.   CONSULTING SERVICES

     (a) Corporate financial consulting, mergers and acquisitions, long range
planning and business development.

     (b)  Compensation. In consideration of the consulting services set forth in
paragraph  2 (a),  and subject to the terms and  conditions  set forth herein
the Company hereby agrees to pay Consultant US$4,000 per month plus GST of 7%,
plus hourly rates of $225 per hour through December 31, 2002 and $250 per hour
after December 31, 2002.  All amounts are due within 30 days of invoice, and any
remaining amounts accrue interest at 1% per month.

     (c)  Expenses.

     During  the  term  of  the  Consultant's  engagement  hereunder.   The
Consultant shall be entitled to receive prompt  reimbursement  for all
reasonable  expenses incurred by the Consultant in performing services
hereunder,  including all travel and living  expenses  while away from home on
business at the request of and in the service of the  Company, provided  that
such  expenses  are  incurred  and  accounted  for  in accordance  with  the
policies  and  procedures  established  by  the  Company,  and that  any
expenses  in  excess  of  $500.00  have  been pre-approved in writing by the
Company.

3.   CONFIDENTIAL INFORMATION

     (a)  Confidential   Information.   In  connection  with  the  providing  of
Consulting  Services,  hereunder,  the Company may provide the  Consultant  with
information  concerning  the Company which the Company deems  confidential  (the
Confidential  Information").  The  Consultant  understands  and agrees that any
Confidential  Information  disclosed  pursuant  to  this  Agreement  is  secret,
proprietary  and of great value to the  Company,  which value may be impaired if
the secrecy of such information is not maintained. The Consultant further agrees
that he will take  reasonable  security  measures  to  preserve  and protect the
secrecy  of such  Confidential  Information,  and to hold  such  information  in
confidence and not to disclose such  information,  either directly or indirectly
to any person or entity during the term of this  agreement or any time following
the expiration or termination hereof; provided, however, that the Consultant may
disclose the  Confidential  Information  to an assistant to whom  disclosure  is
necessary for the providing of services under this agreement.

     (b)  Exclusions.  For purposes of this  paragraph 3, the term  Confidential
Information shall not include  Information which (i) becomes generally available
to the public other than as a result of a disclosure  by the  Consultant  or his
assistants,  agents or advisors, or (ii) becomes available on a non-confidential
basis to the  Consultant  from a source other than the Company or it's advisors,
provided  that  such  source  is not  known to the  Consultant  to be bound by a
Confidentiality  agreement with or other obligation of secrecy to the Company or
another party.

     (c)  Government  Order.  Notwithstanding  anything to the  contrary in this
Agreement,  the  Consultant  shall not be precluded  from  disclosing any of the
Confidential  Information  pursuant  to a valid  order  of any  governmental  or
regulatory authority, or pursuant to the order of any court or arbitrator.

<PAGE>

     (d) Injunctive  Relief.  The Consultant  agrees that,  since a violation of
this paragraph 3 would cause irreparable  injury to the Company,  and that there
may not be an adequate remedy at law for such violation,  the Company shall have
the right in addition to any other  remedies  available at law or in equity,  to
enjoin the  Consultant in a court of equity for violating the provisions of this
paragraph 3.

4.   REPRESENTATION AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Consultant that as of the
date  hereof  and  as of the  Closing  Date  (after  giving  effect  to the
transactions contemplated hereby):

     (a)  Existence  and  Authority.  The  Company  is  a  corporation  duly
organized  and  validly  existing  in  good  standing  under  the  laws  of  its
jurisdiction  of  incorporation  and has full  power  and  authority  to own its
respective property, carry on its respective business as no being conducted, and
enter into and perform its  obligations  under this  Agreement  and to issue and
deliver the Shares to be issued by it hereunder.  The Company is duly  qualified
as a  jurisdiction  in which it is  necessary  to be so  qualified  to  transact
business as currently conducted. This Agreement, has been duly authorized by all
necessary  corporate  action,  executed,  and  delivered  by  the  Company,  and
constitutes the legal, valid and binding obligation of the Company,  enforceable
against  the  Company  in  accordance  with  its  terms  subject  to  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
relating  to or  affecting  the  rights of  creditors  generally  and to general
principals of equity.

     (b)  Authorization  of  Agreement.  The  Company  has taken all actions and
obtained all  consents or  approvals  necessary to authorize it to enter into
this Agreement.

     (c) No Violation.  Neither the execution or delivery of this Agreement, the
performance  by  the  Company  of  its obligations  under this  Agreement,  nor
the  consummation  of the  transactions contemplated  hereby will conflict
with,  violate,  constitute a breach of or a default  (with the passage of time
or otherwise)  under,  require the consent or approval of or filing with any
person  (other than consent and  approvals  which have been  obtained and
filings  which have been made)  under,  or result in the imposition  of a lien
on or securities  interest in any  properties or assets of the Company,
pursuant to the charter or bylaws of the Company, any award of any arbitrator
or  any  agreement  (including  any  agreement  with  stockholders),
instruments, order, judgment, decree, statute, law, rule or regulation to which
the  Company  is party or to which any such  person  or any of their  respective
properties or assets is subject.

5.   INDEMNIFICATION

     (a) The Company shall indemnify the Consultant from and against any and all
expenses  (including  attorneys'  fees),  judgments,  fines,  claims,  cause of
action,  liabilities  and other amounts paid (whether in settlement or otherwise
actually and  reasonably  incurred) by the  Consultant in  connection  with such
action, suit or proceeding if (i) the Consultant was made a party to any action,
suit or proceeding by reason of the fact that the Consultant  rendered advice or
services pursuant to this Agreement, and (ii) the Consultant acted in good faith
and in a manner reasonably believed by the Consultant to be in or not opposed to
the  interests  of the  Company,  and with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause or believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that the Consultant did not act in good faith in or
not opposed to the best  interests  of the  Company,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful. Notwithstanding the foregoing, the Company shall not indemnify the
Consultant with respect to nay claim, issue or matter as to which the consultant
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance  other duties  pursuant to this Agreement  unless and only to
the  extent  that the  court in which  such  action  or suit was  brought  shall
determine upon  application  that,  despite the adjunction of liability,  but in
view  of all the  circumstances  of the  case,  the  Consultant  is  fairly  and
reasonably  entitled to indemnity for such expenses  which such court shall deem
proper.

     (b) The Consultant shall indemnify the Company from and against any and all
expenses  (including  attorney's fees),  judgments,  fines,  claims,  causes of
action,  liabilities  and other amounts paid (whether in settlement or otherwise
actually and reasonably incurred) by the Company in connection with such action,
suit or  proceeding  if (i) the Company was made a party to any action,  suit or
proceeding by reason of the fact that the Consultant rendered advice or services
pursuant to this  Agreement,  and (ii) the  Consultant did not act in good faith
and in a manner reasonably believed by the Consultant to be in or not opposed to
the  interests  of the  Company,  and with  respect  to any  criminal  action or
proceeding,  did not reasonably believe his conduct was lawful.  Notwithstanding
the foregoing,  the  Consultant  shall not indemnify the Company with respect to
any claim,  issue or matter as to which the Company  shall have been adjudged to
be liable for gross  negligence or willful  misconduct  in  connection  with the
performance of the  Consultant's  duties  pursuant to this Agreement  unless and
only to the extent that the court on which such action or suit was brought shall
determine upon application that, despite the adjunction of liability, but in
view of all circumstances of the case, the Company is fairly and reasonably
entitled to indemnify for such expenses which such court shall deem proper.

<PAGE>

6.   INDEPENDENT CONTRACTOR STATUS

     It is  expressly  understood  and  agreed  that  this  is a  consulting
agreement  only and  does  not  constitute  an  employer-employee  relationship.
Accordingly,   the  Consultant  agrees  that  the  consultant  shall  be  solely
responsible  for payment of his own taxes or sums due to the federal,  state, or
local governments,  overhead,  workmen's compensation,  fringe benefits, pension
contributions and other expenses.  It is further  understood and agreed that the
Consultant is an  independent  contractor and the company shall have no right to
control the activities of the Consultant other than during the express period of
time in which the  Consultant is performing  services  hereunder,  and that such
services  provided  hereunder and not because of any presumed  employer-employee
relationship. The Consultant shall have no authority to bind the company.

     The parties further  acknowledge that the Company's  services hereunder are
not  exclusive,  but that the  Consultant  shall be performing  services and
undertaking  other  responsibilities,  for and with other  entities  or persons,
which may directly or  indirectly  compete with the  Company.  Accordingly,  the
services of the  Consultant  hereunder  are on a part time basis  only,  and the
Company shall have no discretion,  control of, or interest in, the  Consultant's
services which are not covered by the terms of the Agreement. The Company hereby
waives any  conflict of interest  which now exists or may  hereafter  arise with
respect to Consultant's current employment and future employment.

7.   NOTICE

     All notices provided by this Agreement shall be in writing and shall be
given by facsimile  transmission,  overnight  courier,  by registered mail or by
personal delivery,  by one party to the other,  addressed to such other party at
the applicable address set forth below, or to such other address as may be given
for such  purpose by such other  party by notice  duly given  hereunder.  Notice
shall be deemed properly given on the date of the delivery.

                           To Consultant:     Joseph Stiuso
                                              273 Clinton Street
                                              Toronto, Ontario M6G 2Y7
                                              Canada


                          To the Company:     AlphaCom Corporation
                                              3044 Bloor Street West, Suite 210
                                              Toronto, Ontario
                                              Canada M8X 2Y8

8.      MISCELLANEOUS

(a) Waiver.  Any term or provision of this  Agreement  may be waived at any time
by the party entitled to the benefit  thereof by a written  instrument duly
executed by such party.

(b) Entire  Agreement.  This  Agreement  contains the entire  understanding
between the parties hereto with respect to the transactions contemplated hereby,
and may not be amended,  modified, or altered except by an instrument in writing
signed by the party against whom such amendment,  modification, or alteration is
sought  to be  enforced.  This  Agreement  supercedes  and  replaces  all  other
agreements  between the parties  with respect to any services to be performed by
the Consultant of behalf of the Company.

(c) Governing  Law. This  Agreement  shall be construed and  interpreted in
accordance with the laws of the Province of Ontario.

(d) Binding  Effect.  This Agreement shall bind and inure to the benefit of the
parties hereto and their respective heirs,  executors,  administrators,
successors and assigns.

(e) Construction.  The captions and headings  contained herein are inserted for
convenient reference only, are not a part  hereof and the same shall not limit
or  construe  the  provisions to which they apply.  Reference in this agreement
to  "paragraphs"  are to the  paragraphs  in this  Agreement,  unless otherwise
noted.

<PAGE>

(f)  Expenses.  Each party  shall pay and be  responsible  for the cost and
expanses,  including,  without  limitations,  attorneys' fees, incurred by such
party  in  connection  with  negotiation,  preparation  and  execution  of  this
Agreement and the transactions contemplated hereby.

(g)  Assignment.  No party  hereto may assign any of its rights or delegate any
of its obligations  under this Agreement without the express written consent of
the other party hereto.

(h) No Rights to Others. Nothing herein contained or implied is intended or
shall be  construed to confer upon or give to any person,  firm or  corporation,
other than the parties hereto.

(i)  Counterparts.  This  Agreement may be executed  simultaneously  in two
counterparts,  each of which  shall be  deemed  an  original,  but both of which
together shall  constitute on and the same agreement,  binding upon both parties
hereto, notwithstanding that both parties are not signatories to the original or
the same counterpart.


IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date and
year first above written.


AlphaCom Corporation

By: /s/ William A. Montgomery
------------------------------
William A. Montgomery
Its: Chief Executive Officer



/s/ Joseph Stiuso
-------------------
Joseph Stiuso

<PAGE>