EXHIBIT 10.1

                              CONSULTING AGREEMENT

1.       Parties

         1.1. This consulting  agreement (this  "Agreement") is made and entered
into  effective  as of July 10,  2000  (the  "Effective  Date")  by and  between
newagecities.com, Inc. (the "Company"), an Idaho corporation, with its principal
office located at 1141 South Rogers Circle,  Suite 7, Boca Raton, Florida 33487,
and Phillip W. Johnston (the "Consultant"),  a Turks and Caicos resident,  whose
address is PBM ARAWAK House, Front Street, Grand Turk, Turks and Caicos Islands,
British West Indies.

2.       Recitals

         2.1. The Company is a virtual,  B2C vertical roll-up of the New Age and
alternative  health  communities  that seeks to provide  the most  comprehensive
online source of related  products,  services,  and interactive  educational and
informational  content  available,  creating  one  of the  most  demographically
targeted  network of Web sites on the Internet.  The Company is actively seeking
to increase  the  public's  awareness  of its  presence,  products  and services
worldwide,  to promote its branded  identity across the spectrum of products and
services  that it offers,  and to increase  the  stickiness  of its Website from
users  outside of the US. The  Company's  current  marketing  efforts  have been
directed primarily to the US market, and it now wishes to increase those efforts
worldwide. In addition, the Company seeks to expand its vertical roll-up efforts
by identifying target companies as acquisition candidates worldwide.

         2.2.  The   Consultant  has  developed   meaningful   contacts  with  a
significant  number of B2C  Internet  companies  located  primarily  in  western
Europe,  and to a lesser extent in eastern Europe and Asia,  that offer products
and  services  that may be  synergistically  compatible  with those the  Company
offers and proposes to offer.

         2.3. The Company  wishes to engage the services of the Consultant as an
independent  contractor  to  advise  and  consult  with it with  respect  to (i)
increasing  the  public's  awareness  of the  Company's  presence,  products and
services  worldwide,  promoting  its  branded  identity  across the  spectrum of
products  and  services  that it offers and  increasing  the  stickiness  of its
Website, primary through exploring strategic alliances, partnering opportunities
and other  cooperative  ventures with the Consultant's  contacts  referred to in
paragraph 2 above, (ii) the Company's  expansion into non-US markets,  primarily
in western Europe, but also in eastern Europe, Asia and other markets worldwide,
and (iii) to identify and evaluate possible acquisition candidates and marketing
opportunities for the Company in those markets,  all on the terms and subject to
the conditions set forth in this Agreement.

         2.4. The Consultant is willing to accept this engagement,  on the terms
and subject to the conditions set forth in this Agreement.







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3.       Engagement

         3.1. ENGAGEMENT.   The Company hereby engages the Consultant to perform
the Services set forth in paragraph 3.4 for the Term set forth in paragraph 3.2,
and the Consultant  hereby accepts this engagement,  on the terms and subject to
the conditions set forth in this Agreement

         3.2. TERM. The term of this engagement shall be for the one year period
beginning on July 10,  2000,  and ending on July 10, 2001 (the  "Term"),  unless
sooner terminated as provided in paragraph 7.1 below.

         3.3. RELATIONSHIP.  The  relationship  between   the  Company  and  the
Consultant created by this Agreement is that of independent contractors, and the
Consultant is not and shall not be deemed to be  an employee  of the Company for
 any purpose.

         3.4. SERVICES.  The  services  that  the Consultant shall render to the
Company under this Agreement (the "Services")  are  and  shall be limited to the
following:

                  (a) The Consultant shall, from time to time as the Company may
request,  solely for the Company's  benefit and not for the benefit of any third
party,  advise and consult with the Company's  board of directors  (the "Board")
and executive  officers with respect to (i) increasing the public's awareness of
the Company's presence,  products and services worldwide,  promoting its branded
identity  across  the  spectrum  of  products  and  services  that it offers and
increasing the stickiness of its Website,  primary through  exploring  strategic
alliances,  partnering  opportunities  and other  cooperative  ventures with the
Consultant's  contacts  referred  to in  paragraph 2 above,  (ii) the  Company's
expansion into non-US markets,  primarily in western Europe, but also in eastern
Europe,  Asia and other markets  worldwide,  and (iii) the Company's  merger and
acquisition  strategies,  including the identification and evaluation of targets
in Europe, Asia and other non-US markets.

                  (b) If requested by the Board, the Consultant will prepare and
deliver to the Board the following documents (collectively, the "Opinions"): (i)
a formal  valuation  (the  "Valuation")  of the target and, if  requested by the
Board, a valuation of any non-cash  consideration  being offered for the target;
(ii) an opinion (the  "Fairness  Opinion")  as to the fairness  from a financial
point of view of the target to the Company's minority stockholders. If requested
by the Board, the Consultant shall also prepare summaries of the Opinions, which
the Company may include in any  circulation  regarding  its  acquisition  of the
target.

                  (c) The  Consultant  shall  prepare the Opinions in accordance
with his  professional  judgment,  and the Opinions shall comply with applicable
securities laws requirements. The Consultant and his legal counsel shall consult
with the Board and its legal  counsel at the request of either  with  respect to
any legal  matters  related to a proposed  Opinion  prior to its  delivery.  Any
advice or opinions  (including  the Opinions) to be delivered by the  Consultant
shall be made  subject to and based upon such  limitations,  qualifications  and
reservations  as the  Consultant,  in his judgment,  deems  necessary or prudent
under the circumstances.


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                  (d) The  Company  shall not cause,  permit or allow any of the
Opinions or other oral or written  opinions or advice rendered by the Consultant
under this  Agreement to be reproduced or published,  or furnished to or used by
any third party,  in whole or in part,  without the  Consultant's  prior written
consent (except as may be required by applicable  securities laws, and then only
after  consultation with the Consultant).  Such consent shall extend only to the
disclosure of the specific  Opinion in the  particular  document as described in
the  consent,  and will not  extend to any  subsequent  disclosure  in any other
document. Any document prepared by or on behalf of the Company or the Board that
contains  or refers to any Opinion or portion  thereof  shall be provided to the
Consultant  and his legal  counsel for review  prior to its use, and shall be in
form and substance  satisfactory  to the Consultant  and his legal counsel.  The
Consultant  shall have no  responsibility  for any such  disclosure or document,
except for his Opinions or summaries thereof prepared by him.

                  (e) The Consultant  shall be entitled at any time to withdraw,
amend or supplement  any Opinion in the event that he reasonably  concludes that
there has been a material change in the factors upon which that Opinion is based
and,  that,  as a result  thereof,  there  has  been a  material  change  in the
Valuation  following  the  dates  thereof  and  prior to the  completion  of the
Company's acquisition of the target.

         3.5.  NO  CAPITAL  RAISING  SERVICES.   The  Services  do  not  include
consulting  with or advising or  assisting  the  Company,  in any manner with in
connection  with  the  offer  or  sale  of  securities  in  any  capital-raising
transaction,  or to directly or indirectly  promote or maintain a market for any
of the Company's securities.

         3.6. LOCATION.  The Company and the Consultant intend that the Services
shall be rendered  primarily from the Consultant's  offices,  in Turks & Cacios,
and in any event  outside of the United  States,  and that the  Services  may be
rendered  by  telephone  and by  encrypted,  secure  e-mail  communication.  The
Consultant  shall not be required to perform any services in the United  States,
or in any manner that would  subject the  Consultant's  Fee define in  paragraph
4.1below  to US federal or state  income  taxation.  The  Consultant  shall,  if
requested by the Company and at the Company's  expense,  attend  meetings of the
Company's  board of directors (the "Board") not more  frequently than quarterly,
provided that the Company shall have provided the Consultant  with an opinion of
tax counsel  satisfactory  to the Consultant  that doing so will not subject the
Consultant's  Fee  to US  federal  income  taxation.  The  Consultant  shall  be
reasonably  available  by  telephone  to consult  with the Board at regular  and
special meetings thereof.

         3.7. TIME;  NON-EXCLUSIVE.  The Consultant shall devote as much time to
the performance of the Services as is reasonably  necessary,  but the Consultant
shall  not  required  to  devote  any  fixed  number  of  hours  or  days to the
performance of the Services.  The Company recognizes that the Consultant has and
will  continue  to have  other  clients  and  business,  and  agrees  that  this
engagement is non-exclusive.

         3.8. SUPPORT STAFF AND FACILITIES. The Consultant shall furnish his own
support staff, office,  telephone,  and other facilities and equipment necessary
to the  performance  of the  Services,  and the Company shall not be required to
provide the Consultant with any such staff, facilities or equipment.




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4.       The Consultant's Fee and Expenses.

         4.1. THE  CONSULTANT'S  FEE. The Company shall issue and deliver to the
Consultant,  as a fee for his Services under this  Agreement (the  "Consultant's
Fee"),  500,000  shares  of the  Company's  common  stock  (the  "Shares").  The
Consultant's  Fee shall be fully earned and  non-refundable  in consideration of
his execution of this Agreement.  Promptly upon the execution of this Agreement,
the Company shall file a registration  statement on Form S-8 (the  "Registration
Statement") with the Securities and Exchange Commission (the "SEC"). The Company
shall issue and deliver the Shares to the  Consultant  promptly after filing the
Registration Statement.

         4.2. OFFSET; WITHHOLDING; TAXES. The Company shall pay the Consultant's
Fee to the Consultant  without  offset,  deduction or withholding of any kind or
for any purpose.  The  Consultant  shall pay any federal,  state and local taxes
payable by him with respect to the  Consultant's  Fee, and shall  indemnify  the
Company against and hold it harmless from any such taxes.

         4.5.  EXPENSES.  Except for expenses incurred in attending  meetings of
the Board as set forth in  paragraph  3.6 above,  the  Consultant  shall pay all
expenses  incurred by him in  connection  with his  performance  of the Services
under this  Agreement,  except for such expenses as the Company shall  expressly
agree in writing to pay.

5.       Representations, Warranties and Covenants:

         5.1.     The Company represents and warrants to and covenants  with the
Consultant that:

                  (A) INCORPORATION,  GOOD STANDING, AND DUE QUALIFICATION.  The
Company  is a  corporation  duly  incorporated,  validly  existing  and in  good
standing  under  the  laws of the  jurisdiction  of its  incorporation;  has the
corporate  power and authority to own its assets and to transact the business in
which it is now engaged and proposes to be engaged in; and is duly  qualified as
a  foreign  corporation  and in good  standing  under  the  laws  of each  other
jurisdiction in which such qualification is required.

                  (B) CORPORATE POWER AND AUTHORITY. The execution, delivery and
performance  by the Company of this  Agreement,  including  the  issuance of the
Shares have been duly  authorized by all necessary  corporate  action and do not
and will not (i) require any consent or approval of the Company's  stockholders;
(ii) contravene the Company's charter or bylaws;  (iii) violate any provision of
any  law,  rule,  regulation,   order,  writ,  judgment,   injunction,   decree,
determination or award presently in effect having  applicability to the Company;
(iv) result in a breach of or  constitute a default under any agreement or other
instrument to which the Company is a party.

                  (C) LEGALLY ENFORCEABLE AGREEMENT.  This Agreement is, and the
Option,  when delivered  under this Agreement will be, legal,  valid and binding
obligations  of the Company,  enforceable  against it in  accordance  with their
respective  terms,  except to the extent that such enforcement may be limited by
applicable  bankruptcy,  insolvency and other similar laws affecting  creditors'
rights generally.

                  (D) THE SHARES.   The  Shares are duly and validly authorized,
and when issued will be fully paid and nonassessable.



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         5.2.     The Consultant  represents and warrants  to and covenants with
  the Company that:

                  (a) The Consultant is an accredited investor as defined in SEC
 Rule 501(a).

                  (b) The  Consultant  has  such  knowledge  and  experience  in
financial and business  matters that he is capable of evaluating  the merits and
risks of his election to receive the Consultant's Fee in the form of the Shares,
rather than in cash.

6.       Conditions Precedent.

         6.1. The  Consultant's  obligation to perform this Agreement is subject
to the conditions  precedent that the Company shall have filed the  Registration
Statement  and  issued  and  delivered  the  Shares to the  Consultant  pursuant
thereto.

7.       Termination.

         7.1. This  Agreement  may be terminated  prior to the expiration of the
 Term:

                  (a) By  the  Company  at  any  time  by  giving the Consultant
written notice of its election to do so; or

                  (b) By the Consultant by giving the Company  written notice of
its  election  to do so,  if  any  representation  or  warranty  of the  Company
contained in this Agreement is materially  inaccurate as of the Effective  Date,
or if the Company (i) has breached any warranty,  covenant or other provision of
this Agreement in any material respect; or (ii) has committed an unlawful act or
gross negligence or willful misconduct in the performance of this Agreement.

8.       General Provisions.

         8.1. ENTIRE AGREEMENT;  MODIFICATION;  WAIVERS. This Agreement contains
the entire  agreement of the parties,  and supersedes any prior  agreements with
respect  to its  subject  matter.  There are no  agreements,  understandings  or
arrangements of the parties with respect to the subject matter of this Agreement
that are not contained herein. This Agreement shall not be modified except by an
instrument in writing signed by the parties.  No waiver of any provision of this
Agreement  shall be  effective  unless  made in writing  and signed by the party
making the waiver.  The waiver of any provision of this  Agreement  shall not be
deemed to be a waiver of any other  provision  or any future  waiver of the same
provision.

         8.2.  NOTICES.  All  notices  given  under this  Agreement  shall be in
writing,  addressed to the parties as set forth below, and shall be effective on
the earliest of (i) the date received,  or (ii) on the second business day after
delivery to a major  international  air delivery or air courier service (such as
Federal Express or Network Couriers):


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         IF TO THE COMPANY:                             IF TO THE CONSULTANT:

         newagecities.com, Inc.                         Mr. Phillip W. Johnston
         Suite 7                                        PBM ARAWAK House
         1141 South Rogers Circle                       Front Street, Grand Turk
         Boca Raton, Florida 33487                      Turks and Caicos Islands
         Attention: Mr. Joe Ardito, Jr., CEO            British West Indies


         8.3.  DISPUTE  RESOLUTION.  Any  controversy or claim arising out of or
relating to this  Agreement  (whether  in  contract  or tort,  or both) shall be
determined by binding  arbitration at Grand Turk,  Turks and Caicos Islands,  in
accordance with the Commercial Arbitration Rules of the International Chamber of
Commerce, by a panel of three arbitrators, one chosen by each of the parties and
the third by the two so chosen. If the two arbitrators  cannot agree on a third,
then the third shall be appointed in accordance with such rules.  The prevailing
party in any arbitration  proceeding shall be awarded reasonable  attorneys fees
and costs of the proceeding.  The arbitration  award shall be final,  and may be
entered in and enforced by any court having jurisdiction.

         8.4. LAW GOVERNING.  This Agreement  shall be construed and enforced in
accordance with the laws of the Turks & Caicos Islands;  provided,  however,  if
any provision of this Agreement is unenforceable under the laws of the Turks and
Caicos Islands but is enforceable  under the laws of the State of Florida,  then
the laws of the State of Florida shall govern the  construction  and enforcement
of that provision.

         8.5.     BINDING EFFECT.  This Agreement shall be binding on, and shall
inure to the benefit of the parties and their respective successors in interest.

         8.6.     CONSTRUCTION,  COUNTERPARTS. This Agreement shall be construed
                  as a whole and in favor of the validity and  enforceability of
                  each of its  provisions,  so as to carry out the intent of the
                  parties as expressed  herein.  Heading are for the convenience
                  of reference,  and the meaning and  interpretation of the text
                  of any provision shall take precedence over its heading.  This
                  Agreement may be signed in one or more  counterparts,  each of
                  which shall  constitute an original,  but all of which,  taken
                  together shall constitute one agreement.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date set forth after their respective signatures,  effective as of the Effective
Date

         THE COMPANY:                                         THE CONSULTANT:

         newagecities.com, Inc.                              Phillip W. Johnston


         BY: /S/ JOSEPH ARDITO, JR.                      /S/ PHILLIP W. JOHNSTON
            ----------------------------                 -----------------------
                  Joseph Ardito Jr., CEO

         DATE SIGNED JULY 10, 2000                      DATE SIGNED JULY 10,2000
              --------------------------                ------------------------




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