EXHIBIT 10.1



Consulting Agreement

Recitals

CONSULTING  AGREEMENT  entered into this 15th day of May,  2001,  by and between
Prime Companies Inc., a Delaware  Corporation (the  "Company"),  and Brent Fouch
("Consultant").

WHEREAS,  the Company desires to continue the consulting  services of Consultant
in the areas of Corporate Image Advertising,  Business Development, and Business
Strategy for the Company (the "Services") in connection the Company's  business,
namely, a Telecommunications Company (the "Business");

WHEREAS,  in consideration for the Services,  the Company shall issue its common
stock  that  shall be  registered  S-8  stock  upon  the  terms  and  conditions
hereinafter set forth.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1. Provision of Services

The Company acknowledges  Consultant's provision of Services to date. Consultant
agrees to provide  Services in the future upon request of the Company during the
period ending May 15th, 2002. Consultant shall be available to the Company for a
minimum of ten hours per month  during the twelve  (12) month  period to provide
advice on all issues, but not limited to, the items stated below:

Strategic  planning for the Company including  assistance with the refinement of
the Company's  business plan,  advertising  and public  relations  management to
enhance  the  Company's  image,  potential  merger and  acquisition  candidates,
requirements necessary for listing on the NASDAQ exchange,  growth and expansion
of Company's core business,  and any other advice The Company may need regarding
their publicly traded status. Consultant would undertake such services under the
direction of Norbert Lima, Company CEO, or Stephen Goodman, Company CFO.

2. Issuance of Stock

In  consideration  of Services  rendered  to date and to be rendered  during the
Term, the Company hereby issues to Consultant the Company's stock, in the manner
and for the price stated below,  675,000  shares of the Company's  common stock,
such number of shares  representing 2.5% of the Company's issued and outstanding
capital  stock on the date hereof.  The shares will be issued to the  Consultant
once the Company  has filed with the SEC a  registration  statement  on Form S-8
covering  such  issuance,  which the Company  undertakes  to do with  reasonable
expediency.

Consultant  acknowledges that this issuance constitutes taxable compensation and
that  any  tax  liability  related  thereto  shall  be  the   responsibility  of
Consultant.  In these  regards,  the Company will issue  Consultant a Form 1099,
with the value of the shares being  determined  based upon the closing  price of
the Company's stock on the date of issuance.
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3. Property

All work performed by Consultant  pursuant to this Agreement in connection  with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered,  electronic or otherwise, and whether
or  not  patentable  or  copyrightable   (the   "Products"),   shall  be  deemed
works-made-for-hire  under United States copyright law and shall be the property
of the Company.  Consultant further agrees to and does hereby assign,  transfer,
and convey to the Company all of Consultant's  right,  title and interest in and
to the  Products,  and in  connection  therewith,  to execute and  deliver  such
documents  and take other  steps,  in order to enable the  Company,  in its sole
discretion,  to obtain  grants of  patent  and  registration  of  copyright  and
trademark, both domestic and foreign, in connection with the Products.

4. Confidential Information

The  Company  has  developed  and is the owner of  highly  valuable  and  unique
confidential and proprietary  technical  information related to the Business, as
well as business and financial  information  related thereto (the  "Confidential
Information").  Notwithstanding the foregoing,  "Confidential Information" shall
not  include  and the  provisions  of  this  Agreement  will  not  apply  to any
information  disclosed by the Company and/or  Consultant (1) if such information
is  demonstrated  to be  generally  available  to the  public at the time of its
disclosure to  Consultant;  (2) alter the time,  if any,  that such  information
becomes generally available to the public without any breach by Consultant;  (3)
was already in Consultant's  possession at the tine of disclosure to Consultant;
(whether such time of  disclosure  is before or after the date  hereof);  (4) is
developed  by  Consultant  independently  of the  Services;  or (5) was lawfully
received by Consultant from a third party without  restrictions on disclosure or
use.

Using  no  less  effort  than  the   Consultant   would  use  to  maintain   the
confidentiality  of  his  own  confidential  and  proprietary  information,  the
Consultant  shall  maintain in strict  confidence  and shall not disclose at any
time, without the prior written consent of the Company,  any of the Confidential
Information to any other person or entity,  unless such  information has entered
the public domain through lawful means, without violation of this Agreement,  or
pursuant to requirements of law or court order.

5. Severability

In the event that any one or more provisions herein shall for any reason be held
to be  invalid,  illegal  or  unenforceable  in any  respect,  such  invalidity,
illegality or unenforceability shall not affect any other provision hereof.

6. Independent Contractor

Consultant  acknowledges  and agrees  that he is  rendering  the  Services as an
independent contractor and not an employee of the Company and, accordingly,  the
Company shall have no  obligations  to  Consultant  in  connection  with payroll
taxes, employee benefits and the like.

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7. No Assignment

Consultant's  obligations hereto with respect to provision of Services shall not
be assignable  to any other person  without the express  written  consent of the
Company.

8 Miscellaneous

This Agreement (1) constitutes the entire  agreement  between the parties hereto
with  respect  to the  subject  matter  hereof  and  shall  supersede  all prior
understandings and agreements as to such subject matter;  (ii) may be amended or
modified  only by a writing  executed by the party against whom  enforcement  is
sought;  (iii) shall inure to the benefit of and be binding upon the  respective
heirs, administrators,  personal representatives.  successors and assigns of the
parties  hereto;  and (iv) shall be governed by and construed in accordance with
the laws of California.

IN WITNESS WHEREOF,  the parties hereto have executed this Consulting  Agreement
as of the date and year first above written.

CONSULTANT

/s/ Brent Fouch
Brent Fouch

COMPANY

/s/ Norbert J. Lima
Norbert J. Lima, Pres. & CEO