REVISED 08/06/03

                              CONSULTING AGREEMENT

THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into effective
the ____  day of  ____________________,  2003 by and  between  Capital  Research
Group, Inc. (the  "Consultant"),  whose principal place of business is 1825 Main
Street, Suite 201, Weston, FL 33326 and Health Express USA, Inc. (the "Client"),
whose  principal  place  of  business  is 1761 W.  Hillsbro  Blvd.,  Suite  203,
Deerfield Beach, FL 33442.

WHEREAS,  Consultant  is in the  business of providing  services for  management
consulting, business advisory, shareholder information and public relations; and

WHEREAS,  the Client deems it to be in its best interest to retain Consultant to
render to the Client such services as may be needed; and

WHEREAS,  Consultant is ready,  willing and able to render such  consulting  and
advisory services to Client.

NOW THEREFORE,  in  consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1.       CONSULTING  SERVICES.  The client hereby  retains the  Consultant as an
         independent  consultant to the Client and the Consultant hereby accepts
         and agrees to such retention.  The services  provided by the Consultant
         are: disseminate a two page "Highlighter" by means of "Targeted" E-Mail
         and operate an intense marketing campaign to new investors.

         It is acknowledged and agreed by the Client that Consultant  carries no
         professional  licenses, and is not rendering legal advice or performing
         accounting   services,   nor  acting  as  an   investment   advisor  or
         brokerage/dealer within the meaning of the applicable state and federal
         securities  laws. The services of Consultant shall not be Exclusive nor
         shall  Consultant be required to render any specific number of hours or
         assign specific personnel to the Client or its projects.

2.       INDEPENDENT  CONTRACTOR.  Consultant  agrees to perform its  consulting
         duties hereto as an independent  contractor.  Nothing  contained herein
         shall be  considered to as creating an  employer-employee  relationship
         between the parties to this Agreement. The Client shall not make social
         security,  worker's compensation or unemployment  insurance payments on
         behalf of  Consultant.  The parties hereto  acknowledge  and agree that
         Consultant  cannot guarantee the results or effectiveness of any of the
         services rendered or to be rendered by Consultant.  Rather,  Consultant
         shall conduct its operations and provide its services in a professional
         manner and in accordance with good industry  practice.  Consultant will
         use its best efforts and does not promise results.

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Consulting Agreement for Health Express USA, Inc. (Rev. 8/6/03)      Page 1 of 6

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3.       TIME,  PLACE  AND  MANNER  OF  PERFORMANCE.  The  Consultant  shall  be
         available  for advice and counsel to the officers and  directors of the
         Client as such  reasonable  and  convenient  times and places as may be
         mutually agreed upon.  Except as aforesaid,  the time, place and manner
         of performance of the services hereunder,  including the amount of time
         to be allocated by the  Consultant  to any specific  service,  shall be
         determined at the sole discretion of the Consultant.

4.       TERM OF  AGREEMENT.  The term of this  Agreement  shall  be  three  (3)
         months,  commencing  on the date of this  Agreement,  subject  to prior
         termination as hereinafter provided.

5.       COMPENSATION.  In providing the foregoing services, Consultant shall be
         responsible   for  all  costs  incurred   except  the  Client  will  be
         responsible  for mailing out due diligence  requests.  Client shall pay
         Consultant for its services hereunder as follows: to arrange for one or
         more third parties to transfer  150,000 shares of Client's free trading
         common stock to Consultant upon signing of this  agreement;  to arrange
         for one or more third  parties to  transfer  25,000  shares of Client's
         free  trading  common  stock  to  Consultant  on the  first  day of the
         remaining two (2) contract months. All fees may also be paid in cash by
         the Client  referring  to the price of the offer or ask the day payment
         is due. For purposes of this paragraph,  the dollar value of any shares
         given  for  compensation  shall be the  closing  price of the  Client's
         common stock as traded in the over-the-counter market and quoted on the
         OTC  Bulletin  Board  on the  trading  day  immediately  preceding  the
         compensation   due  date.  Any  shares  shall  be  unrestricted  as  to
         transferability  and the  Certificates  shall not bear any  legends  or
         restrictions.  The client  warrants,  represents  and  agrees  that the
         shares were not issued under SEC Form S-8,  that the third party is not
         an affiliate of the Client,  i.e. one who, through stock  ownership,  a
         position as director,  officer or employee or by other  means,  has the
         power to control, directly or indirectly,  the management of the Client
         and, if the third party's stock was issued in a private placement, that
         the  requirements  for the exemption for private  placement  stock were
         complied with and the third party has held the stock for the prescribed
         period necessary to permit the shares to be sold without registration.

6.       LATE  PAYMENT.  In the event of late  payment of any  compensation  due
         under  this  Agreement,  and in  addition  to the  rights  granted  the
         Consultant   under  paragraph  8   "Termination"   of  this  Agreement,
         Consultant may immediately  remove Client's company from  thesubway.com
         website until any arrears in compensation are brought current.

7.       CLIENT'S   REPRESENTATIONS.   The  Client  represents  that  it  is  in
         compliance  with all  applicable  Securities  and  Exchange  Commission
         reporting and accounting  requirements and all applicable  requirements
         of the NASD or any stock exchange.  The Client further  represents that
         it has not been and is not the subject of any enforcement proceeding or
         injunction  by the  Securities  and  Exchange  Commission  or any state
         securities agency.

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Consulting Agreement for Health Express USA, Inc. (Rev. 8/6/03)      Page 2 of 6

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8.       TERMINATION.

         (a)      Consultant's  relationship  with the Client  hereunder  may be
                  terminated for any reason  whatsoever,  at any time, by either
                  party, upon 3 days written prior notice.

         (b)      This  Agreement   shall   automatically   terminate  upon  the
                  dissolution,   bankruptcy  or  insolvency  of  the  Client  or
                  Consultant.

         (c)      This  Agreement  may be terminated by either party upon giving
                  written  notice  to the other  party if the other  party is in
                  default hereunder and such default is not cured within fifteen
                  (15) days of receipt of written notice of such default.

         (d)      Consultant  and Client shall have the right and  discretion to
                  terminate this Agreement  should the other party in performing
                  their duties hereunder,  violate any law, ordinance, permit or
                  regulation of any governmental  entity,  except for violations
                  which  either  singularly  or in the  aggregate do not have or
                  will not have a material  adverse  effect on the operations of
                  the Client.

         (e)      In the event of any termination  hereunder all shares or funds
                  paid to the Consultant  through the date of termination  shall
                  be fully earned and  non-refundable and the parties shall have
                  no  further  responsibilities  to each other  except  that the
                  Client  shall be  responsible  to make any and all payments if
                  any, due to the Consultant through the date of the termination
                  and the  Consultant  shall be  responsible  to comply with the
                  provisions of section 10 hereof.

9.       WORK PRODUCT.  It is agreed that all information and materials produced
         for the Client shall be the property of the Consultant,  free and clear
         of all claims  thereto by the Client,  and the Client  shall  retain no
         claim of authorship therein.

10.      CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has
         and will have access to certain confidential  information of the Client
         and its  affiliates  that are  valuable,  special and unique assets and
         property of the Client and such  affiliates.  The Consultant  will not,
         during the term of this Agreement,  disclose, without the prior written
         consent or authorization of the Client,  any of such information to any
         person,  for any  reason or purpose  whatsoever.  In this  regard,  the
         Client  agrees that such  authorization  or consent to disclose  may be
         conditioned  upon the  disclosure  being  made  pursuant  to a  secrecy
         agreement,  protective order, provision of statute, rule, regulation or
         procedure  under  which  the  confidentiality  of  the  information  is
         maintained in the hands of the person to whom the  information is to be
         disclosed  or in  compliance  with  the  terms of a  judicial  order or
         administrative process.

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11.      ANTI DILUTION.  Client shall also arrange for one or more third parties
         to transfer 10% of any newly  registered  or issued  securities  of the
         clients  company within the term of this agreement in the form of fully
         paid  non-assessable  free trading  registered shares within 5 business
         days of registration  or issuance.  Any shares shall be unrestricted as
         to  transferability  and the Certificates shall not bear any legends or
         restrictions and all shares will bear the same requirements as noted in
         section five (5) herein.

12.      CONFLICT OF INTEREST.  The Consultant shall be free to perform services
         for  other  persons.  The  Consultant  will  notify  the  Client of its
         performance  of consultant  services for any other person,  which could
         conflict with its obligations under the Agreement.  Upon receiving such
         notice,  the  Client may  terminate  this  Agreement  or consent to the
         Consultant's outside consulting activities;  failure to terminate, this
         Agreement  within seven (7) business days of receipt of written  notice
         of  conflict  shall  constitute  the  Client's  ongoing  consent to the
         Consultant's outside consulting services.

13.      DISCLAIMER OF  RESPONSIBILITY  FOR ACT OF THE CLIENT. In no event shall
         Consultant  be  required  by  this   Agreement  to  represent  or  make
         management  decisions  for  the  Client.   Consultant  shall  under  no
         circumstances  be liable for any expense  incurred or loss  suffered by
         the Client as a consequence  of such  decisions,  made by the Client or
         any affiliates or subsidiaries of the Client.

14.      INDEMNIFICATION.

         (a) The client shall protect, defend, indemnify and hold Consultant and
         its  assigns  and  attorneys,  accountants,   employees,  officers  and
         director  harmless from and against all losses,  liabilities,  damages,
         judgments, claims, counterclaims,  demands, actions, proceedings, costs
         and expenses (including  reasonable  attorneys' fees) of every kind and
         character  resulting  from,  relating  to or  arising  out of  (a)  the
         inaccuracy, non-fulfillment or breach of any representation,  warranty,
         covenant or agreement  made by the Client  herein,  or (b) negligent or
         willful  misconduct,  occurring during the term thereof with respect to
         any of the  decisions  made by the Client (c) a  violation  of state or
         federal securities laws.

         (b) The Consultant shall protect, defend, indemnify and hold Client and
         its  assigns  and  attorneys,  accountants,   employees,  officers  and
         director  harmless from and against all losses,  liabilities,  damages,
         judgments, claims, counterclaims,  demands, actions, proceedings, costs
         and expenses (including  reasonable  attorneys' fees) of every kind and
         character  resulting  from,  relating  to or  arising  out of  (a)  the
         inaccuracy, non-fulfillment or breach of any representation,  warranty,
         covenant or agreement made by the Consultant  herein,  or (b) negligent
         or willful  misconduct,  occurring during the term thereof with respect
         to any of the decisions made by the Consultant (c) a violation of state
         or federal securities laws.

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15.      NOTICES.  Any  notices  required  or  permitted  to be given under this
         Agreement  shall be  sufficient  if in writing and delivered or sent by
         registered or certified mail, or by Federal Express or other recognized
         overnight courier to the principal office of each party.

16.      WAIVER  OF  BREACH.  Any  waiver  by  either  party or a breach  of any
         provision of this  Agreement by the other party shall not operate or be
         construed as a waiver of any subsequent breach by any party.

17.      ASSIGNMENT.  This  Agreement  and  the  right  and  obligations  of the
         Consultant  hereunder  shall  not be  assignable  without  the  written
         consent of the Client.

18.      APPLICABLE  LAW. It is the  intention  of the parties  hereto that this
         Agreement  and the  performance  hereunder  and all suits  and  special
         proceedings  hereunder be construed  in  accordance  with and under and
         pursuant  to the laws of the State of Florida  and that in any  action,
         special proceeding or other proceedings that may be brought arising out
         of, in connection with or by reason of this  Agreement,  the law of the
         State of Florida shall be applicable  and shall govern to the exclusion
         of the law of any other forum,  without regard to the  jurisdiction  on
         which any action or special proceeding may be instituted.

19.      SEVERABILITY.   All  agreements  and  covenants  contained  herein  are
         severable,  and in the event any of them shall be held to be invalid by
         any competent  court,  the Agreement  shall be  interpreted  as if such
         invalid agreements or covenants were not contained herein.

20.      ENTIRE  AGREEMENT.  This Agreement  constitutes and embodies the entire
         understanding  and agreement of the parties and supersedes and replaces
         all other or prior understandings,  agreements and negotiations between
         the parties.

21.      WAIVER AND MODIFICATION. Any waiver, alteration, or modification of any
         of the  provisions  of this  Agreement  shall be valid  only if made in
         writing and signed by the parties hereto.  Each party hereto, may waive
         any of its rights hereunder  without affecting a waiver with respect to
         any subsequent occurrences or transactions hereof.

22.      BINDING  ARBITRATION.  Any  controversy  or  claim  arising  out  of or
         relating to this Agreement,  or the breach thereof, shall be settled by
         arbitration  administered by the American Arbitration Association under
         its Commercial Arbitration Rules, and judgment on the award rendered by
         the  arbitrator(s)  may be  entered  in any court  having  jurisdiction
         thereof.  The  arbitration  shall be  conducted in  Miami-Dade  County,
         Florida.

23.      COUNTERPARTS  AND FACSIMILE  SIGNATURE.  This Agreement may be executed
         simultaneously  in two or more  counterparts,  each of  which  shall be
         deemed an original,  but all of which taken together  shall  constitute
         one and the same  instrument.  Execution and delivery of this Agreement
         by exchange of facsimile  copies  bearing the facsimile  signature of a
         party  hereto  shall  constitute  a valid  and  binding  execution  and
         delivery of this Agreement by such party.  Such facsimile  copies shall
         constitute enforceable original documents.

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Consulting Agreement for Health Express USA, Inc. (Rev. 8/6/03)      Page 5 of 6

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         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, effective as of the date set forth above.

CONSULTANT:

CAPITAL RESEARCH GROUP, INC.


By:__________________________________       DATE: __________________________
   Charles T. Tamburello, President/CEO

CLIENT:

HEALTH EXPRESS USA, INC.

By: __________________________________      DATE:___________________________
    Marco D'Alonzo, President/CEO


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