[LETTERHEAD OF HAWK ASSOCIATES, INC.]
Tel: (305) 852-2383

                                       Frank N. Hawkins, Chief Executive Officer
                                                    Julie W. Marshall, President
                                                         info@hawkassociates.com

         AGREEMENT made as of July 28, 2003 (the "Effective  Date") between Hawk
Associates, Inc., an investor relations firm having its place of business at 204
Ocean Drive,  Tavernier, FL 33070 (hereinafter referred to as "Hawk") and Health
Express  USA,  Inc.  with an address  at 1761  Hillsboro  Boulevard,  Suite 203,
Deerfield Beach, FL 33442 (herein after referred to as the "Company").

WITNESSETH:

         WHEREAS,  Hawk  is  engaged  in  the  business  of  providing  investor
relations,  financial media relations,  public  relations and other  appropriate
consulting and advisory services; and

         WHEREAS,  the  Company  is  desirous  of  entering  into  an  agreement
utilizing Hawk services and expertise; and

         WHEREAS,  the Company  desires to accept such a  relationship  upon the
terms and conditions hereinafter set forth;

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

      1. The Company  desires to retain the  services of Hawk as an  independent
contractor to provide  investor  relations  consulting and advisory  services in
numerous areas and Hawk desires to accept such  engagement by Company,  pursuant
to the terms and conditions of this Agreement. These areas include providing the
following services as appropriate, but are not limited to:

          o    Development  of  Investor/Media  Relations  Wall Street  Branding
               Strategy
          o    Creation and Regular Updating of Investment Profiles
          o    Hawk Associates Website Virtual Investor Kit/Virtual Media Kit
          o    Email Alerts
          o    Drafting and Management of Press Releases

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Hawk Associates Consulting Agreement                                 Page 2 of 5


          o    Development and Maintenance of  Investor/Media  Email and Contact
               Database Road Shows/Investor Meetings
          o    Handling of Investor Information Queries
          o    Mailings  to Targeted  Members of the  Investment  Community  and
               Media
          o    Quarterly Conference Calls
          o    Crisis Management Consulting
          o    IR Presenter and Virtual Roadshows
          o    Annual Reports/Quarterly Reports to Shareholders
          o    Expanded Company Backgrounder or Fact Sheets
          o    PowerPoint Investor Presentation
          o    Road Shows/Investor Meetings

      2. In consideration for such services,  Company will provide the following
compensation to Hawk:

     A.   Upon the signing of this  agreement,  Hawk will be granted a five-year
          warrant to purchase  100,000 shares of the Company's common stock at a
          price of $.55 per share. The warrants will immediately vest.

          If still  engaged by the  Company,  Hawk will be  granted a  five-year
          warrant to purchase  100,000 shares of the Company's common stock at a
          price of $1.50 per share when the price of the Company's  common stock
          closes at $1.50. The options will immediately vest.

          If still  engaged by the  Company,  Hawk will be  granted a  five-year
          warrant to purchase  75,000 shares of the Company's  common stock at a
          price of $2.50 per share when the price of the Company's  common stock
          closes at $2.50. The options will immediately vest.

          If still  engaged  by the  Company,  Hawk  will be  granted  five-year
          warrant to purchase  50,000 shares of the Company's  common stock at a
          price of $5.00 per share when the price of the Company's  common stock
          closes at $5.00. The options will immediately vest.


          B. Hawk will be paid a  retainer  fee of  $7,000  per month  effective
          August 1, 2003. In addition, Hawk will be reimbursed for normal out of
          pocket  operating  expenses such as phones,  faxes,  Fedexes,  routine
          printing  and routine  postage  incurred by Hawk on behalf of Company.
          These  expenses  will be  invoiced  at a rate of $400 per  month.  All
          billings with the  exception of the initial  billing will be one month
          in advance  and will be paid  within the first 10 days of the  billing
          month by wire  transfer to Hawk  Associates.  These cash payments will
          begin  with an  initial  payment  of  $22,200  representing  the first
          three-months of the retainer (August,  September and October 2003) and

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Hawk Associates Consulting Agreement                                 Page 3 of 5

          basic expenses.  The next invoice covering the retainer will be issued
          on November 1, 2003.  Travel expenses and other  non-routine  expenses
          will be billed monthly in arrears.

          C.  Company  shall  reimburse  Hawk and its  representatives  for such
          reasonable out-of-pocket expenses as Hawk may incur in connection with
          the rendition of the services.  Such items shall  include,  but not be
          limited to, all travel related  expenses for Hawk to visit the Company
          facilities as well as entertainment  expenses  incurred with financial
          analysts, fund managers, brokers, potential investors,  members of the
          media and/or financing candidates.

          D. Third party vendor expenses such as design fees, printing costs and
          related materials, database acquisitions, PR Newswire fees, conference
          calls and special promotions will be billed directly to Company by the
          vendors.  It is mutually agreed that Hawk will not benefit financially
          from a markup of these  services  other than any  normal ad  placement
          fees.

      3. Equity Fundraising

     If requested,  Hawk will provide professional presentation of the company's
materials and  introduction  of the Company to potential  funding  sources.  The
packaging  will  include  a  professionally   presented  business  model  and  a
PowerPoint presentation or other support as needed.

          A.   Hawk  will  circulate  the  Company's   applicable  materials  to
               investors  and/or  investment   banking/venture  capital  related
               resources  and contacts  interested  in investing in  enterprises
               similar to the Company and provide  introductions  to appropriate
               investment bankers and other potential funding sources.

          B.   Upon  successful  placement  and/or sourcing of Equity Capital an
               Equity Capital  Placement fee of Two and a half Percent (2.5%) of
               the capital  raised  and/or  placed on behalf of Company  will be
               paid to Hawk.

          C.   In respect of any  transaction  between Company and an individual
               or entity  that was  introduced  directly or  indirectly  by Hawk
               prior to a  termination  hereof which occurs within two (2) years
               from the termination or expiration of this Agreement, the Company
               shall pay to Hawk or Hawk's nominee(s) the Success Fees due Hawk,
               as outlined in Section 3B of this  Agreement.  This Section shall
               survive any termination of this Agreement.

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Hawk Associates Consulting Agreement                                 Page 4 of 5

          D.   All fees to Hawk will be due by wire  transfer  upon  funding  as
               received by Company.

      4. The initial term  ("Term") of this  Agreement  shall be for a period of
three months commencing on the Effective Date hereof (August 1, 2003) and ending
on  October  31,  2003.   Effective   November  1,  2003,   this  contract  will
automatically  renew for a period of 30 days  every  successive  30 days  unless
terminated by either party. After September 30, 2003, either party will have the
right to terminate this agreement with 30 days notice.

      5. Any controversy  between the parties hereto  involving the construction
or  application of any payments owed to Hawk as part of this  Agreement,  or any
claims  arising  out of or relating to this  Agreement  or the breach  hereof or
thereof,  will be submitted to and settled by final and binding  arbitration  in
Islamorada  FL,  in  accordance  with  the  rules  of the  American  Arbitration
Association,  and  judgment  upon the award  rendered by the  arbitrator  may be
entered  in  any  court  having  jurisdiction  thereof.  In  the  event  of  any
arbitration  under this  Agreement  the  prevailing  party  shall be entitled to
recover from the losing party  reasonable  expenses,  attorneys'  fees and costs
incurred  therein or in the  enforcement  or collection of any judgment or award
rendered  therein.  The  `prevailing  party" means the party  determined  by the
arbitrator to have most nearly prevailed,  even if such party did not prevail in
all matters, not necessarily the one in whose favor a judgment is rendered.

      6. All  proprietary  information  furnished  to Hawk by  Company  shall be
deemed  to be  confidential  and  shall  be  kept  in  strict  confidence  under
appropriate  safeguards.  Company  agrees that the Hawk website and profiles are
protected by applicable  copyright laws and will not be copied or otherwise used
by Company without the written permission of Hawk.

      7. This consulting agreement,  acceptable to both parties and representing
the full and final  execution of this  document,  contains the full agreement of
the  parties  hereto  concerning  the  subject  matter  hereof  and shall not be
modified,  altered, changed or terminated except pursuant to a writing signed by
all of the parties.

      8. This  agreement  shall be binding  upon and inure to the benefit of the
respective  heirs,  executors,  administrators,  successors  and  assigns of the
parties below.

      9. The validity of this agreement  shall be determined in accordance  with
the internal laws of the State of Florida.

      10.  Any  and all  notices,  requests,  demands  or  other  communications
hereunder  shall be in  writing,  and deemed  given and  received  if  delivered
personally  or sent by certified or registered  mail,  postage  prepaid,  return

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Hawk Associates Consulting Agreement                                 Page 5 of 5

receipt  requested to each of the parties  hereto at the  addresses  hereinabove
first written or such other  addresses as may from time to time be designated by
any of them in writing.

IN WITNESS  WHEREOF,  the  Company and Hawk have  executed  and  delivered  this
agreement as of the day and year first above written.


By:      ______________________
          Frank N. Hawkins, Jr.
          CEO
          Hawk Associates, Inc.


Dated: _________________________

THE UNDERSIGNED HAVE READ
AND HEREBY CONSENT AND AGREE
TO THE TERMS OF THE FOREGOING
AGREEMENT.



By:               ____________________

                  Douglas Baker
                  Health Express USA, Inc.

cc:      Julie W. Marshall, President, Hawk Associates, Inc.






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