ADVISORY AGREEMENT

         THIS  ADVISORY  AGREEMENT  ( the  "Agreement") is made this 13th day of
September  1999,  by and  between A-Z  Professional  Consultants,  Inc.,  a Utah
corporation ("Advisor") and MagicInc.com a Delaware corporation with its offices
located in Ft. Lauderdale, Florida (the "Company").

         WHEREAS,  Advisor and  Advisors's  Personnel  (as  defined  below) have
experience  in  evaluating  and  effecting  mergers and  acquisitions,  advising
corporate  management,  and in  performing  general  administrative  duties  for
publicly-held companies and development stage investment ventures; and

         WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.       Engagement

         The Company hereby retains  Advisor,  effective as of the date hereof (
         the "Effective  Date") and continuing  until  termination,  as provided
         herein,  to assist  the  Company  in it's  effecting  the  purchase  of
         businesses  and assets  relative to its business  and growth  strategy,
         general business and financial issues  consulting,  the introduction of
         the  Company  to  brokers  and  dealers,  public  relations  firms  and
         consultants  and others  that may  assist the  Company in its plans and
         future and create a research  report for the Company (the  "Services").
         The Services are to be provided on a "best  efforts" basis directly and
         through Advisor's officers or others employed or retained and under the
         direction of Advisor ("Advisor's Personnel");  provided,  however, that
         the  Services  shall  expressly  exclude all legal  advice,  accounting
         services or other  services  which  require  licenses or  certification
         which Advisor may not have.  The Parties  agree that this  Agreement is
         not  exclusive  as to either  party and each if free to  contract  with
         third parties for the same or similar services.

2.       Term

         This Agreement shall have an initial term of one (1) year (the "Primary
         Term"),  commencing  with the Effective  Date. At the conclusion of the
         Primary Term this Agreement will automatically be extended on an annual
         basis ( the  "Extension  Period")  unless  Advisor or the Company shall
         serve written notice on the other party terminating the Agreement.  Any
         notice to terminate  given  hereunder  shall be in writing and shall be
         delivered  at least  thirty  (30) days prior to the end of the  Primary
         Term or any subsequent Extension Period.

3.       Time and Effort of Advisor

         Advisor  shall  allocate  time  and  Advisors  Personnel  as  it  deems
         necessary to provide the Services.  The  particular  amount of time may
         vary  from  day to day or week to week.  Except  as  otherwise  agreed,
         Advisor's monthly statement  identifying,  in general,  tasks performed
         for the Company  shall be  conclusive  evidence  that the Services have
         been performed.  Additionally,  in the absence of willful  misfeasance,
         bad faith,  negligence  or reckless  disregard for the  obligations  or
         duties  hereunder by Advisor,  neither Advisor nor Advisor's  Personnel
         shall be liable to the Company or


                                      152

<PAGE>



         any of its  shareholders  for any act or  omission  in the course of or
         connected  with  rendering the  Services,  including but not limited to
         losses that may be sustained  in any  corporate  act in any  subsequent
         Business Opportunity (as defined herein) undertaken by the Company as a
         result of advice provided by Advisor or Advisors's Personnel.

4.       Compensation

         The  Company  agrees to pay Advisor a fee for the  Services  ("Advisory
         Fee") by way of the  delivery by the company of Four  Hundred  Thousand
         (400,000)  shares of the Company's  common stock as an initial fee, One
         Hundred Thousand  (100,000) of such shares shall delivered within seven
         (7) day of the execution  hereof,  the remaining Three Hundred Thousand
         (300,000) in ten equal monthly installments of Thirty Thousand (30,000)
         shares  beginning  sixty (60) days after the execution  hereof.  All of
         these shares may be restricted  shares of the Company's  common stock .
         All shares  transferred are considered fully earned and  non-assessable
         as of the date hereof.

5.       Other Services

         If, the Company enters into a merger or exchanges  securities  with, or
         purchases  the assets or enters into a joint  venture with, or makes an
         investment   in  a  company   introduced   by  Advisor  (  a  "Business
         Opportunity"),  the  Company  agrees to pay  Advisor a fee equal to ten
         percent (10%) of the value of each Business  Opportunity  introduced by
         Advisor  and  acquired  or  otherwise  participated  in by the  Company
         (collectively referred to herein, in each instance, as the "Transaction
         Fee"), which shall be payable immediately following the closing of each
         such transaction, in restricted shares of the Company's common stock or
         in kind if an acquisition is made at the Company's  option,  if paid in
         cash the Transaction Fee shall be reduced to five percent 5%.

6.       Registration of Shares

         Company agrees that any shares issued to satisfy a Transaction  Fee may
         be  registered  by  the  Company  with  the   Securities  and  Exchange
         Commission under any subsequent applicable registration statement filed
         by  the  Company  at  the  Company's   discretion.   Such  issuance  or
         reservation  of shares  shall be in  reliance  on  representations  and
         warranties of Advisor set forth herein.

7.       Costs and Expenses

         All third party and  out-of-pocket  expenses incurred by Advisor in the
         performance  of the  Services or for the  settlement  of debts shall be
         paid by the Company,  or Advisor shall be reimbursed if paid by Advisor
         on behalf of the  Company,  within  ten (10) days of receipt of written
         notice by Consultant, provided that the Company must approve in advance
         all such expenses.  At the Company's option such payments may be in the
         form of common stock of the Company.

8.       Place of Services

         The Services provided by Advisor or Advisor's  Personnel hereunder will
         be performed at Advisor's  offices except as otherwise  mutually agreed
         by Advisor and the Company.


                                      153

<PAGE>

9.       Independent Contractor

         Advisor and Advisor's  Personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  will be  responsible  for payment of all federal,  state,  and
         local taxes on compensation paid under this Agreement, including income
         and social security taxes,  unemployment insurance, and any other taxes
         due relative to Advisor's  Personnel,  and any and all business license
         fees as may be required. This Agreement neither expressly nor impliedly
         creates  a  relationship  of  principal  and  agent,  or  employee  and
         employer,  between Advisor's Personnel and the Company. Neither Advisor
         nor Advisor's  Personnel are authorized to enter into any agreements on
         behalf of the  Company.  The  Company  expressly  retains  the right to
         approve,  in its sole  discretion,  each Asset  Opportunity or Business
         Opportunity introduced by Advisor, and to make all final decisions with
         respect to effecting a transaction on any Business Opportunity.

10.      Rejected Asset Opportunity or Business Opportunity

         If, during the Primary Term of this Agreement or any Extension  Period,
         the Company elects not to proceed to acquire,  participate or invest in
         any  Business  Opportunity   identified  and/or  selected  by  Advisor,
         notwithstanding  the time and expense  the  Company  may have  incurred
         reviewing such transaction, such Business Opportunity shall revert back
         to and become proprietary to Advisor,  and Advisor shall be entitled to
         acquire  or broker the sale or  investment  in such  rejected  Business
         Opportunity  for its own  account,  or submit  such  assets or Business
         Opportunity elsewhere.  In such event, Advisor shall be entitled to any
         and all profits or fees resulting from Advisor's purchase,  referral or
         placement of any such rejected Business  Opportunity,  or the Company's
         subsequent  purchase or financing  with such  Business  Opportunity  in
         circumvention of Advisor

11.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

12.      Termination

         The  Company  and Advisor may  terminate  this  Agreement  prior to the
         expiration  of the Primary  Term upon thirty (30) days  written  notice
         with mutual written  consent.  Failing to have mutual consent,  without
         prejudice  to any other  remedy to which the  terminating  party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:

         (A)      By the Company.
                  --------------

                  (i)      If during the Primary  Term of this  Agreement or any
                           Extension  Period,  Advisor is unable to provide  the
                           Services   as  set  forth   herein  for  thirty  (30)
                           consecutive   business   days   because  of  illness,
                           accident, or other incapacity of Advisor's Personnel;
                           or,

                  (ii)     If  Advisor willfully breaches or neglects the duties
                           required to be performed hereunder;  or,

                  (iii)    At any time by the Company upon written notice to the
                           Advisor, with or without cause; or


                                      154

<PAGE>



         (B)      By Advisor.
                  -----------

                  (i)      If  the  Company breaches this Agreement or  fails to
                           make  any  payments  or provide  information required
                           hereunder;  or,

                  (ii)     If the Company  ceases  business or, other than in an
                           Initial  Merger,  sells a  controlling  interest to a
                           third party, or agrees to a  consolidation  or merger
                           of itself with or into another corporation, or enters
                           into such a transaction  outside of the scope of this
                           Agreement,  or sells  substantially all of its assets
                           to another corporation,  entity or individual outside
                           of the scope of this Agreement; or,

                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver  appointed for its business or assets,  or
                           otherwise  becomes  insolvent  or  unable  to  timely
                           satisfy its  obligations  in the ordinary  course of,
                           including  but not limited to the  obligation  to pay
                           the Initial Fee, the Transaction fee, or the Advisory
                           Fee; or,

                  (iv)     If the Company  subsequent  to the  execution  hereof
                           institutes,   makes  a  general  assignment  for  the
                           benefit of creditors,  has instituted  against it any
                           bankruptcy    proceeding   for   reorganization   for
                           rearrangement  of  its  financial  affairs,  files  a
                           petition in a court of bankruptcy,  or is adjudicated
                           a bankrupt; or,

                  (v)      If  any of  the disclosures made herein or subsequent
                           hereto by the Company to Consultant are determined to
                           be materially false or misleading.

         In the  event  Advisor  elects  to  terminate  without  cause  or  this
         Agreement is terminated  prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Advisor for unreimbursed expenses,  Advisory Fee and
         Transaction  Fee  accrued up to and  including  the  effective  date of
         termination.  If this  Agreement is  terminated  by the Company for any
         other  reason,  or by Advisor for reasons set forth in B(i) through (v)
         above,  Advisor shall be entitled to any outstanding  unpaid portion of
         reimbursable  expenses,  Transaction Fee, if any, and for the remainder
         of the  unexpired  portion  of the  applicable  term  (Primary  Term or
         Extension Period) of the Agreement.

13.      Indemnification

         Subject to the  provisions  herein,  the Company  and Advisor  agree to
         indemnify,  defend and hold each other  harmless  from and  against all
         demands,  claims,  actions,  losses,  damages,  liabilities,  costs and
         expenses,   including  without  limitation,   interest,  penalties  and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or  resulting  from any action or a breach of
         any representation,  warranty, covenant, condition, or agreement of the
         other party to this Agreement.

14.      Remedies

         Advisor  and the Company  acknowledge  that in the event of a breach of
         this  Agreement by either party,  money damages would be inadequate and
         the  non-breaching   party  would  have  no  adequate  remedy  at  law.
         Accordingly,  in the event of any controversy  concerning the rights or
         obligations  under this Agreement,  such rights or obligations shall be
         enforceable in a court of equity by a


                                      155

<PAGE>



         decree  of  specific  performance.   Such  remedy,  however,  shall  be
         cumulative  and  nonexclusive  and  shall be in  addition  to any other
         remedy to which the parties may be entitled.

15.      Miscellaneous

         (A)      Subsequent  Events.  Advisor  and the  Company  each  agree to
                  notify  the  other  party if,  subsequent  to the date of this
                  Agreement,   either  party  incurs   obligations  which  could
                  compromise its efforts and obligations under this Agreement.

         (B)      Amendment.  This  Agreement  may be amended or modified at any
                  time  and in any  manner  only  by an  instrument  in  writing
                  executed by the parties hereto.

         (C)      Further Actions and  Assurances.  At any time and from time to
                  time,  each party  agrees,  at its or their  expense,  to take
                  actions  and  to  execute  and  deliver  documents  as  may be
                  reasonably  necessary  to  effectuate  the  purposes  of  this
                  Agreement.

         (D)      Waiver.  Any failure of any party to this  Agreement to comply
                  with  any  of  its  obligations,   agreements,  or  conditions
                  hereunder  may be waived in  writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall  in no way  be  construed  to be a  waiver  of any  such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance  with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or noncompliance.

         (E)      Assignment. Neither this Agreement nor any right created by it
                  shall be  assignable by either party without the prior written
                  consent of the other.

         (F)      Notices.  Any  notice  or  other  communication   required  or
                  permitted  by this  Agreement  must be in writing and shall be
                  deemed to be  properly  given when  delivered  in person to an
                  officer  of the other  party,  when  deposited  in the  United
                  States mails for transmittal by certified or registered  mail,
                  postage  prepaid,  or when deposited  with a public  telegraph
                  company   for   transmittal,   or  when   sent  by   facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

                  (i)  In the case of the Company:
                                   MagicInc.com
                                   1509 Southeast Second Court
                                   Fort Lauderdale, Florida 33301
                                   Telephone:        (954) 764-0579
                                   Telefax:          (954) 764-3620
                                   Attention: Gordon Scott Venters, President

                  (ii) In the case of Advisor:

                                   A-Z Professional Consultants, Inc.
                                   268 West  400 South
                                   Salt Lake City, Utah  84101
                                   Telephone:        (801) 575-8073
                                   Telefax:          (801) 575-8092
                                   Attention: BonnieJean C. Tippetts, President

     or to such other person or address  designated in writing by the Company or
Advisor to receive notice.



                                      156

<PAGE>


         (G)      Headings.   The  section  and  subsection   headings  in  this
                  Agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Agreement.

         (H)      Governing  Law.  This  Agreement  was negotiated  and is being
                  contracted for in Utah,  and  shall be governed by the laws of
                  the United States of America.

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

         (J)      Entire Agreement. This Agreement contains the entire agreement
                  between the parties  hereto and  supersedes  any and all prior
                  agreements,   arrangements,   or  understandings  between  the
                  parties  relating to the subject matter of this Agreement.  No
                  oral understan  dings,  statements,  promises,  or inducements
                  contrary   to  the   terms  of  this   Agreement   exist.   No
                  representations, warranties, covenants, or conditions, express
                  or implied,  other than as set forth herein, have been made by
                  any party.

         (K)      Severability.  If any part of this  Agreement  is deemed to be
                  unenforceable  the balance of the  Agreement  shall  remain in
                  full force and effect.

         (L)      Counterparts.  A facsimile, telecopy, or other reproduction of
                  this  Agreement  may be executed simultaneously in two or more
                  counterparts,  each of which  shall be deemed an original, but
                  all  of  which  together  shall  constitute  one  and the same
                  instrument,  by one  or more parties hereto and such  executed
                  copy  may be delivered by facsimile  or similar  instantaneous
                  electronic   transmission    device  pursuant  to  which   the
                  signature  of or  on behalf of such party can be seen. In this
                  event,  such  execution  and  delivery  shall  be  considered
                  valid,   binding  and  effective  for  all  purposes.  At  the
                  request of any party hereto,  all parties agree  to execute an
                  original  of  this  Agreement  as   well  as  any   facsimile,
                  telecopy or other reproduction hereof.

         (M)      Time  is of the  Essence.  Time  is of  the  essence  of  this
                  Agreement and of each and every provision hereof.

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

         The "Company"                        "Advisor"
         MagicInc.Com                         A-Z Professional Consultants, Inc.
         A Delaware Corporation               A Utah Corporation


         By:  /s/ Gordon Scott Venters        By: /s/ BonnieJean C. Tippetts
              ------------------------        -----------------------------
         Name:    Gordon Scott Venters        Name: BonnieJean C. Tippetts
         Title:   President                   Title:   President



                                      157