PMR and Associates

          162 S. Rancho Santa Fe Road; Suite F-50, Encinitas, CA 92024
                      760-942-0015 Phone, 760-942-1581 Fax
                email: PMRandCO@aol.com website WWW.PMRandCo.com

Scott Venters                                                   December 9, 1999
MagicInc.com

Thank you for your  interest  in PMR and  Associates  services  in the  investor
relations  field.  Below please find the details of the proposal.  Should you or
your legal counsel have any questions please feel free to contact me.

                                PROPOSAL OUTLINE

PMR  and  Associates   will  provide  full  investor   relations   services  for
MagicInc.Com.  (OTC-BB"MAGC")  (herein referred to as "PUBLIC COMPANY") Pursuant
to the terms and conditions below.

                                  COMPENSATIONS

A.   RETAINER:  500,000 free trading shares of stock in "MAGC" for six months of
     consulting services.
B.   OPTIONS:  "Public  Company"  agrees to grant  Patrick  M. Rost an option to
     purchase  500,000 (Five  Hundred  Thousand)  free trading  shares of common
     stock for a purchase price of $.40 (Forty Cents).  "Public  Company" agrees
     to grant  Patrick  M. Rost an  option to  purchase  500,000  (Five  Hundred
     Thousand)  free trading shares of common stock for a purchase price of $.75
     (Seventy  Five  Cents).  These  options  are to expire  two years  from the
     signing  date  December  1, 1999 of this  agreement  on  December  1, 2001.
     Issuance of free trading shares underlining the above options is subject to
     availability  under  SEC Rule 504 D or  subject  to  filing a  registration
     statement.
C.   FINDERS FEE AGREEMENT:  10% of all money raised for the company  originated
     by PMR and Associates (30% Premium if compensation is to be paid in stock).

                                SERVICES PROVIDED

A.   Assist in the creation of an investor package.
B.   Broker/Dealer Relations:  disseminate IR packages and corporate profiles to
     pre-qualified brokers.
C.   Introduction  to market  makers  interest in making a market in the "Public
     Company" stock
D.   Increased awareness amongst institutional and individual investors.
E.   Introduce industry analysts to the company.
F.   Assist in the development of an investor relations website.
G.   Assist  in  the  drafting  and  dissemination  of  press  releases  through
     appropriate wire services.
H.   Maintain broadcast fax list and mailing list for new press releases through
     appropriate wire services.
I.   Answer all shareholders inquires.
J.   Organize  and attend any  conferences  or industry  forums on behalf of the
     "Public Company."
K.   "Public  Company" agrees to indemnify and hold harmless Patrick M. Rost and
     PRM and Associates for any acts conducted by "Public  Company"  relating to
     this agreement.
L.   PMR and  Associates  agrees  to abide by all  federal  and  state  laws and
     regulations  concerning  investor  relations,  stock  promotions and public
     disclosure requirements.
M.   PMR and Associates agrees to keep all information confidential derived from
     this agreement until otherwise agreed upon by the parties.


Thank you for your time and I look  forward to a successful  future  between our
companies.

AGREED upon By:   /s/                    Patrick M. Rost, PMR and Associates
                 -------------------------
 12/9/99  Date

AGREED upon By:  /s/                     Scott Venters, President, MagicInc.Com.
                ------------------------
 12/15/99 Date


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