CONSULTING AGREEMENT
                              --------------------


                 THIS CONSULTING AGREEMENT ("Agreement") is made as of the 29th
day of December 1999, by and between 444 Corp. ("Corporation"), a Florida
corporation, and Mel Adler, an individual residing at 1800 NE 114 street Miami,
Florida ("Consultant").

                 WHEREAS Consultant has considerable knowledge and experience
relating to the business of the Corporation as a result of his prior affiliation
with the Corporation: and

                 WHEREAS Consultant desires to aid and assist the Corporation as
a consultant by providing certain advisory services to the Corporation; and

                 WHEREAS the Corporation desires to engage Consultant as a
consultant to render certain advisory services to the Corporation; and

                 WHEREAS the Corporation and Consultant desire to set forth
herein their understandings and agreements:

                 NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth, and of other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

1.      Engagement of Consultant
        ------------------------

        a.       The Corporation does hereby appoint and engage Consultant as
                 its consultant and advisor with respect to the matters
                 specified in Section 2 hereof for the compensation hereinafter
                 set forth.

        b.       Consultant hereby accepts his appointment and engagement by the
                 Corporation as a consultant and advisor to the Corporation with
                 respect to the matters specified in Section 2 hereof for the
                 compensation hereinafter set forth.

2.      Activities of Consultant.
        ------------------------

                 During the term of this Agreement specified in Section 4 hereof
                 ("Term"), Consultant shall undertake for and on behalf of, and
                 to the extent specifically requested by, the Board of Directors
                 or the President of the Corporation, to make himself available
                 to advise the Corporation and its officers and directors at all
                 reasonable times, by telephone, by letter or in person with
                 respect to the business of the Corporation and with respect to
                 past matters or transactions of the Corporation. In addition,
                 the Consultant shall make himself available, upon reasonable
                 advance notice, to participate in the Corporation's negotiation
                 of new, and renegotiation of existing, service contracts.

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<PAGE>

3.      Compensation of Consultant.
        --------------------------

                 The Corporation hereby covenants and agrees to pay Consultant
                 compensation in the form of a combination of cash and stock as
                 follows:

        a.       the sum of Seventy Five Thousand Dollars ($75,000) per year,
                 payable in equal monthly installments, beginning 90 days after
                 signing, and;

        b.       car allowance of $750 per month, and;

        c.       Upon signing Consultant shall receive 50,000 shares and 50,000
                 two-year options exercisable @ $1.00.

4.      Term.
        ----

                 The Term shall commence as of the date hereof and shall
                 continue for three (3) years.

5.      Expenses; Office Space.
        ----------------------

        a.       During the Term, the Corporation shall pay or promptly
                 reimburse Consultant for all travel, entertainment, telephone,
                 and other expenses paid or incurred by Consultant in connection
                 with the performance of his activities, responsibilities, and
                 services under this Agreement, upon presentation of expense
                 statements, vouchers, or other evidence of expense in
                 conformity with the Corporation's requirements with respect to
                 the manner of reporting of such expenses and the prior approval
                 of all travel and entertainment expenditures.

        b.       The Corporation shall provide Consultant, a private office and
                 with reasonable secretarial and other support services that may
                 be needed from time to time.

6.      Representations and Warranties of the Corporation.
        -------------------------------------------------

                 The Corporation represents and warrants to Consultant as
                 follows:

        a.       The Corporation is a corporation duly organized, validly
                 existing and in good standing under the laws of its
                 jurisdiction of incorporation.

        b.       The Corporation has full power and legal right and authority to
                 execute, deliver, and perform this Agreement, the officers
                 executing this Agreement on behalf of the Corporation have full
                 power and authority to do so and this Agreement is binding upon
                 and enforceable against the Corporation in accordance with its
                 terms.

                                                                               2
<PAGE>

        c.      There is (i) no suit, action, proceeding or claim, (ii) no
                investigation or inquiry by any administrative or governmental
                body, and (iii) no legal, administrative agency or arbitration
                proceeding pending or, to the best of the Corporation's
                knowledge, threatened against the Corporation or to which the
                Corporation is or might become a party, which questions or
                challenges the validity of this Agreement, or any action taken
                pursuant to this Agreement by the Corporation, and to the best
                knowledge of the Corporation there is no basis or ground for any
                suit, action, claim, investigation, inquiry or proceeding.

7.      Covenants of the Corporation.
        ----------------------------

        a.       The Corporation shall promptly forward to Consultant any mail,
                 telephone messages, telegrams, notices, or other papers or
                 documents of a personal nature that are delivered to, or
                 received by, the Corporation.

        b.       The Corporation shall indemnify and hold harmless Consultant
                 fully, completely, and absolutely against and in respect of
                 (i) any and all losses and damages resulting from any
                 misrepresentation or breach of any warranty, covenant, or
                 agreement by the Corporation made or contained in this
                 Agreement, and (ii) any and all actions, suits, proceedings,
                 claims, demands, judgments, costs, and expenses, including
                 attorneys' fees, incident to the foregoing.

8.      Independent contractor.
        ----------------------

                 Consultant shall at all times be an independent contractor,
                 rather than a coventurer, agent, employee, or representative of
                 the Corporation. The Corporation hereby acknowledges that
                 Consultant may engage directly or indirectly in other
                 businesses and ventures, not otherwise proscribed by the
                 Non-competition Agreement of even date herewith between the
                 Corporation and Consultant, and shall not be required to
                 perform any services under this Agreement when, or for such
                 periods in which, the rendering of services shall unduly
                 interfere with Consultant's other businesses and ventures
                 provided that such undertakings of Consultant shall not preempt
                 Consultant's availability during the Term

9.      Binding effect; assignment.
        --------------------------

                 This Agreement shall be binding upon, and shall inure to the
                 benefit of, Consultant and the Corporation and their respective
                 heirs, executors or administrators, personal and legal
                 representatives, estate, legatees, and successors. The
                 obligations under this Agreement may not be assigned by the
                 Corporation or Consultant without the prior written consent of
                 the other party hereto, except that this Agreement may be
                 assigned by the Corporation to any entity controlled by, or
                 under common control with, the Corporation.

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<PAGE>


10.     Notices.
        -------

                 All notices and other communications hereunder or in connection
                 herewith shall be deemed to have been duly given if they are in
                 writing and delivered personally or sent by registered or
                 certified mail, return receipt requested and first-class
                 postage prepaid. They shall be addressed:

        a.       to Russell Adler, c/o Regenesis Holdings, Inc., 940 Washington
                 Avenue 4th Floor, Miami Beach, Florida 33401, if to the
                 Corporation and

        b.       to Mel Adler, 1800 NE 114 st Miami, Florida 33181, if to
                 Consultant, unless notice of a change of address is given to
                 either party by the other pursuant to the provisions of this
                 Section 10.

11.     Governing law.
        -------------

                 This Agreement shall be governed by and construed under the
                 laws of the State of Florida.

12.     Miscellaneous.
        -------------

        a.       This Agreement shall constitute the only agreement between the
                 Corporation and Consultant relating to the subject matter of
                 Sections 1 and 2 hereof, and no representations, promises,
                 understandings, or agreements, oral or otherwise, not herein
                 contained shall be of any force or effect.

        b.       No modification or waiver of any provision of this Agreement
                 shall be valid unless it is in writing and signed by the party
                 against whom it is sought to be enforced. No waiver at any time
                 of any provision of this Agreement shall be deemed a waiver of
                 any other provision of this Agreement at that time or a waiver
                 of that or any other provision at any other time.

        c.       The captions and headings contained herein are solely for
                 convenience and reference and do not constitute a part of this
                 Agreement or affect in any way the meaning or interpretation of
                 this Agreement.


        d.       To the extent possible, each provision of this Agreement shall
                 be interpreted in a manner as to be valid, legal and
                 enforceable.  Any term or provision of this Agreement, which is
                 invalid or unenforceable in any jurisdiction shall, as to such
                 jurisdiction, be ineffective solely to the extent of such
                 provision, which is invalid or unenforceable within rendering
                 invalid or unenforceable the remaining terms and conditions
                 hereof.

4
<PAGE>

                 IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed by its duly authorized officers and its corporate seal to be
affixed hereto, and Consultant has executed this Agreement, all effective as of
the day and year first above written.


REGENESIS HOLDINGS, INC.




By: /s/ Russell Adler
    ------------------
         Russell Adler
         Chairman


                           CONSULTANT:


                                By: /s/ Mel Adler
                                    -------------
                                     Mel Adler



                                 444 Corp.



                                 By: /s/ Mel Adler
                                     ----------------
                                     Name: Mel Adler
                                     Title: President