Exhibit 10.1

                              CONSULTING AGREEMENT

AGREEMENT dated as of February 6, 2003 by and between Blue Moon Group, Inc., a
Delaware corporation, trading as Blue Moon Group, Inc. (OTC BB: BMOO) with
offices located at 158-49 90th St., Howard Beach, NY 11414, (the "Company") and
Randall Letcavage and Rosemary Nguyen, individuals, with offices located at 2603
Main Street, Suite 1150, Irvine, CA 92614 (the "Consultants").

WITNESSETH

     WHEREAS, the Consultants are engaged in the business of providing business
and financial consulting services, with particular expertise in advising
businesses in areas of business development, strategic alliances and general
business matters; and

     WHEREAS, the Company desires to engage Consultants to render consulting
services to the Company; and

     WHEREAS, the Company and the Consultants desire to set forth the terms and
conditions of this Agreement with respect to the Company's engagement of
Consultants.

     NOW, THEREFORE, in consideration of the mutual covenants of the parties
which are hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,

     IT IS AGREED:

          1. Recitals Adopted. The parties hereto adopt as part of this
     Agreement each of the recitals contained above in the WHEREAS clauses, and
     agree that such recitals shall be binding upon the parties hereto by way of
     contract and not merely by way of recital or inducement; and such clauses
     are hereby confirmed and ratified as being true and accurate by each party
     as to itself.

          2. Engagement.

               A. Upon the terms and conditions which are hereinafter set forth,
          the Company hereby retains the Consultants as a business and financial
          consultant to render advice, consultation, information and services to
          the Company and its officers and directors regarding general financial
          and business matters (the "Consulting Services") including, but not
          limited to, the following:

                    i.   Marketing strategy, strategies for increasing market
                         share;

                    ii.  Product promotion;

                    iii. Business development and business advertising;

                    iv.  Strategic alliances;

                    v.   Fiscal controls, strategies for achieving operational
                         efficiency, improving cash flow, and asset based debt
                         financing;

                    vi.  Banking methods and systems; and

                    vii. Such other matters as Company shall from time to time
                         request.

               B. The Consultants shall not be required to devote any minimum
          number of weeks, days, or hours to the affairs of the Company during
          the term of this Agreement; provided, however that the Consultants
          devote such time, attention and energies to the business of the
          Company, as the Company reasonably determines.

     3. Term.

               A. The term of this Agreement shall commence as of February 6,
          2003 and shall continue for a period of twelve (12) months until
          February 6, 2004 (the "Term"). The Company shall have the right to
          terminate the Consultants for Cause as defined in Article "10" of this
          Agreement.

               B. This Agreement may be extended upon agreement by the mutual
          agreement of the parties, unless or until the Agreement is previously
          terminated.

     4. Compensation.

               A. As compensation for its services pursuant to this Agreement,
          the Consultants shall receive an engagement fee of fifty five thousand
          (55,000) shares of free trading shares of common stock payable as
          follows:

               Randall Letcavage will receive twenty seven thousand five hundred
               (27,500) shares.

               Rosemary Nguyen will receive twenty-seven thousand five hundred
               (27,500) shares.

               Securities shall be issued to Consultant in accordance with a
               mutually acceptable plan of issuance as to relieve securities or
               Consultant from restrictions upon transferability of shares in
               compliance with applicable registration provisions or exemptions.

               B. The Company covenants and agrees to file a Registration
          Statement under an S-8 registration covering the shares of Common
          Stock that are issued pursuant to this Agreement. The Company shall
          use its best reasonable efforts to register such shares. All expenses
          in connection with preparing and filing any registration statement
          under this Article "4" (and any registration or qualification under
          the securities or "Blue Sky" laws of states in which the offering will
          be made under such registration statement) shall be borne in full by
          the Company.
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     5. Costs and Expenses. The Consultants shall be responsible for all
expenses that the Consultants may incur in performing the Consulting Services
pursuant to this Agreement including, but not limited to, travel expenses, third
party expenses, copy and mailing expenses unless otherwise pre-approved in
writing by Company.

     6. Due Diligence. The Company shall supply and deliver to the Consultants
all information relating to the Company's business as may be reasonably
requested by the Consultants to enable the Consultants to make an assessment of
the Company and its business prospects and provide the Consulting Services.

     7. Best Efforts Basis. The Consultants agree that it will, at all times,
faithfully and in a professional manner perform all of the duties that may be
reasonably required of, and from, the Consultants pursuant to the terms of this
Agreement. The Consultants does not guarantee that its efforts will have any
impact upon the Company's business or that there will be any specific result or
improvement from the Consultants efforts.

     8. Company's Right to Approve Transactions.

          A. The Company expressly retains the right to approve, in its sole
     discretion, each and every transaction introduced by the Consultants that
     involves the Company as a party to any agreement. The Consultants and the
     Company mutually agree that the Consultants are not authorized to enter
     into agreements on behalf of the Company. It is mutually understood and
     agreed that the Company is not obligated to accept any recommendations or
     close any transactions submitted by the Consultants.

          B. The Consultants agree to provide the Company for approval, in its
     sole and absolute discretion, a reasonable time in advance, any documents
     which are intended to be utilized by the Consultants with respect to its
     services pursuant to this Agreement, or otherwise. Company will carefully
     and thoroughly review all such material including without limitation
     material provided by Company to Consultants and intended to be used by
     Consultants, as to the accuracy of the contents thereof and will promptly
     notify Consultants in writing of any inaccuracies or changes to be made
     with respect thereto.

          9. Non-Exclusive Services. The Company acknowledges that the
     Consultants are currently providing services of the same or similar nature
     to other parties and the Company agrees that the Consultants are not
     prevented or barred from rendering services of the same nature or a similar
     nature to any other individual or entity. The Consultants understands and
     agree that the Company shall not be prevented or barred from retaining
     other persons or entities to provide services of the same or similar nature
     as those provided by the Consultants. The Consultants will take reasonable
     steps to determine and to advise the Company of its position with respect
     to any activity, employment, business arrangement or potential conflict of
     interest which may be relevant to this Agreement, but Consultants shall not
     be obligated to conduct an exhaustive review of its activities or those of
     its clients to determine whether or not such a conflict exists.

          10. Cause. For purposes of this Agreement, the term "Cause" shall be
     limited to: (i) willful malfeasance or gross negligence; (ii) the
     Consultants fraud, misappropriation or embezzlement; (iii) the Consultants
     failure to perform such duties which are reasonably assigned by the Board
     of Directors of the Company, provided such duties are customary and
     appropriate for its consulting obligations to the Company; or (iv) the
     Consultants default, violation of, or failure to perform any provision of
     this Agreement; provided however that any termination shall be subject to
     receipt of written notice to the Consultants from the Company specifying
     the failure or default and the Consultants failing to cure such default
     within ten (10) days after receipt of such notice. Such termination of the
     Consultants shall not constitute a breach of this Agreement by the Company
     and the Company's sole obligation to the Consultants shall be to pay the
     Consultants the amount of any compensation then due to the Consultants
     through the date of termination including, but not limited to, any Common
     Stock due pursuant to Article "4" of this Agreement.

          11. Representations,Warrants and Covenants of the Consultants. The
     Consultants represents, warrants and covenants to the Company as follows:

               A. The Consultants has the full authority, right, power and legal
          capacity to enter into this Agreement and to consummate the
          transactions which are provided for herein.

               B. The business and operations of the Consultants have been and
          are being conducted in all material respects in accordance with all
          applicable laws, rules and regulations of all authorities which affect
          the Consultants or its properties, assets, businesses or prospects.
          The performance of this Agreement shall not result in any breach of,
          or constitute a default under, or result in the imposition of any lien
          or encumbrance upon any property of the Consultants or cause an
          acceleration under any arrangement, agreement or other instrument to
          which the Consultants are parties or by which any of its assets are
          bound. The Consultants has performed in all respects all of its
          obligations which are, as of the date of this Agreement, required to
          be performed by it pursuant to the terms of any such agreement,
          contract or commitment.

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               C. The execution, delivery and performance of this Agreement: (i)
          does not violate any agreement or undertaking to which the Consultants
          are parties or by which the Consultants may be bound and (ii) shall
          not result in the imposition of any restrictions or obligations upon
          the Consultants other than the restrictions and obligations imposed by
          this Agreement.

               D. The execution and delivery by the Consultants of this
          Agreement and the performance by the Consultants of its obligations
          hereunder and thereunder will not violate any provision of law, any
          order of any court or other agency of government, and will not result
          in a material breach of or constitute (with due notice or lapse of
          time or both) a material default under any provision of any agreement
          or other instrument to which the Consultants, or any of its properties
          or assets, is bound.

               E. The Consultants has not entered into and are not subject to
          any agreement, including, but not limited, to any employment,
          noncompete, confidentiality or work product agreement which would (i)
          prohibit the execution of this Agreement, (ii) prohibit its engagement
          as a Consultants by the Company, or (iii) affect any of the provisions
          of, or its obligations pursuant to this Agreement.

               F. If, during the Term, any event occurs or any event known to
          the Consultants relating to or affecting the Consultant shall occur as
          a result of which (i) any provision of this Article "11" of this
          Agreement at that time shall include an untrue statement of a fact, or
          (ii) this Article "11" of this Agreement shall omit to state any fact
          necessary to make the statements herein, in light of the circumstances
          under which they were made, not misleading, the Consultants will
          immediately notify the Company pursuant to Paragraph "C" of Article
          "20" of this Agreement.

               G. The receipt of the Common Stock by the Consultants are for the
          Consultants own account, is for investment purposes only, and is not
          view to, nor for offer or sale in connection with, the distribution
          the Common Stock. The Consultants are not participating and does not
          have a participation in any such distribution or the underwriting of
          any such distribution.

               H. The Consultants has no present intention of creating a market
          or participating or assisting in the creation of a market or in the
          promotion of a market for any securities of the Company.

               I. The Consultants has no present intention of selling or
          otherwise disposing of the Common Stock in violation of applicable
          securities laws.

               J. The Consultants are aware that no federal or state
          governmental authority has made any finding or determination as to the
          fairness of an investment in the Common Stock, or any recommendation
          or endorsement with respect thereto.

               K. The Consultants are able to bear the economic risk of the
          investment in the Common Stock for an indefinite period of time,
          including the risk of total loss of such investment and Consultants
          recognize that an investment in the Common Stock involves a high
          degree of risk. Consultants understand that the Common Stock has not
          been registered under the Securities Act of 1933, as amended (the
          "Securities Act") or the securities laws of any state and, therefore,
          cannot be sold unless they subsequently are registered under the
          Securities Act and any applicable state securities laws or exemptions
          from registration thereunder are available. The Consultants further
          understand that only the Company can take action to register the
          Common Stock.

               L. The Consultants are an "accredited investor" as that term is
          defined in Rule 501(a) of Regulation D promulgated under the
          Securities Act.

               M. The Consultants has such knowledge and experience in
          financial, investing and business matters as to be capable of
          evaluating the risks and merits of an investment in the Common Stock
          and protecting the Consultants interests in connection with an
          investment in the Common Stock.

               N. The Consultants were not contacted by the Company or its
          representatives for the purpose of investing in any securities of the
          Company issued hereby through any advertisement, article, mass
          mailing, cold call, notice or any other communication published in any
          newspaper, magazine, or similar media or broadcast over television or
          radio, or any seminar or meeting whose attendees were invited by any
          general advertising.

               O. The Consultants has had access to and an opportunity to
          inspect all relevant information relating to the Company sufficient to
          enable the Consultants to evaluate the merits and risks of its receipt
          of the Common Stock hereunder. The Consultants also has had the
          opportunity to ask questions of officers of the Company and has
          received satisfactory answers respecting, and has obtained such
          additional information as the Consultants has desired regarding, the
          business, financial condition and affairs of the Company.

               P. It shall not be a defense to a suit for damages for any
          misrepresentation or breach of covenant or warranty that the Company
          knew or had reason to know that any representation, warranty or
          covenant in this Agreement or furnished or to be furnished to the
          Company contained untrue statements.

               Q. No representation or warranty of the Consultants which is
          contained in this Agreement, or in a writing furnished or to be
          furnished pursuant to this Agreement, contains or shall contain any
          untrue statement of a material fact, omits or shall omit to state any
          material fact which is required to make the statements which are
          contained herein or therein, in light of the circumstances pursuant to
          which they were made, not misleading.

               R. All representations, warranties and covenants made in or in
          connection with this Agreement shall continue in full force and effect
          during and after the Term of this Agreement, it being agreed and
          understood that each of such representations, warranties and covenants
          is of the essence of this Agreement and the same shall be binding upon
          the Consultants and inure to the Consultants, its successors and
          assigns.

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          12. Representations, Warrants and Covenants of the Company. The
     Company represents, warrants and covenants to the Consultants as follows:

               A. The Company is a corporation duly organized, validly existing
          and in good standing under the laws of the State of Delaware with all
          requisite power and authority to carry on its business as presently
          conducted in all jurisdictions where presently conducted, to enter
          into this Agreement and to the transactions which are contemplated
          herein.

               B. The Company has the full authority, right, power and legal
          capacity to enter into this Agreement and to consummate the
          transactions which are provided for herein. The execution of this
          Agreement by the Company and its delivery to the Consultants, and the
          consummation by it of the transactions which are contemplated herein
          have been duly approved and authorized by all necessary action by the
          Company's Board of Directors and no further authorization shall be
          necessary on the part of the Company for the performance and
          consummation by the Company of the transactions which are contemplated
          by this Agreement.

               C. The business and operations of the Company have been and are
          being conducted in all material respects in accordance with all
          applicable laws, rules and regulations of all authorities which affect
          the Company or its properties, assets, businesses or prospects. The
          performance of this Agreement shall not result in any breach of, or
          constitute a default under, or result in the imposition of any lien or
          encumbrance upon any property of the Company or cause an acceleration
          under any arrangement, agreement or other instrument to which the
          Company is a party or by which any of its assets are bound. The
          Company has performed in all respects all of its obligations which
          are, as of the date of this Agreement, required to be performed by it
          pursuant to the terms of any such agreement, contract or commitment.

               D. The execution, delivery and performance of this Agreement: (i)
          does not violate any agreement or undertaking to which the Company is
          a party or by which the Company may be bound and (ii) shall not result
          in the imposition of any restrictions or obligations upon the Company
          other than the restrictions and obligations imposed by this Agreement.

               E. It shall not be a defense to a suit for damages for any
          misrepresentation or breach of covenant or warranty that the
          Consultants knew or had reason to know that any representation,
          warranty or covenant in this Agreement or furnished or to be furnished
          to the Consultants contained untrue statements.

               F. No representation or warranty of the Company which is
          contained in this Agreement, or in a writing furnished or to be
          furnished pursuant to this Agreement, contains or shall contain any
          untrue statement of a material fact, omits or shall omit to state any
          material fact which is required to make the statements which are
          contained herein or therein, in light of the circumstances pursuant to
          which they were made, not misleading.

               G. All representations, warranties and covenants made in or in
          connection with this Agreement shall continue in full force and effect
          during and after the Term of this Agreement, it being agreed and
          understood that each of such representations, warranties and covenants
          is of the essence of this Agreement and the same shall be binding upon
          the Company and inure to the Consultants, its successors and assigns.

          13. Nondisclosure of Confidential Information.

               A. As used in this Agreement, "Confidential Information" means
          information which is presented to the Consultants by the Company or
          developed, conceived or created by the Company, or disclosed to the
          Consultants or known by or conceived or created by the Consultants
          during the Term, with respect to the Company, its business or any of
          its products, processes, and other services relating thereto relating
          to the past, present or future business of the Company or any plans
          therefore, or relating to the past, present or future business of a
          third party or plans therefore which are disclosed to the Consultants.
          Confidential Information includes, but is not limited to, all
          documentation, hardware and software relating thereto, and information
          and data in written, graphic and/or machine readable form, products,
          processes and services, whether or not patentable, trademarkable or
          copyrightable or otherwise protectable, including, but not limited to,
          information with respect to discoveries; know-how; ideas; computer
          programs, source codes and object codes; designs; algorithms;
          processes and structures; product information; marketing information;
          price lists; cost information; product contents and formulae;
          manufacturing and production techniques and methods; research and
          development information; lists of clients and vendors and other
          information relating thereto; financial data and information; business
          plans and processes; documentation with respect to any of the
          foregoing; and any other information of the Company that the Company
          informs the Consultants or the Consultants should know, by virtue of
          its position or the circumstances in which the Consultants learned
          such other information, is to be kept confidential including, but not
          limited to, any information acquired by the Consultants from any
          sources prior to the commencement of the Consultants becoming
          consultants to the Company. Confidential Information also includes
          similar information obtained by the Company in confidence from its
          vendors, licensors, licensees, customers and/or clients. Confidential
          Information may or may not be labeled as confidential.

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               B. Except as required in the performance of the Consultants
          duties as consultants, the Consultants will not, during or after the
          Term, directly or indirectly, use any Confidential Information or
          disseminate or disclose any Confidential Information to any person,
          firm, corporation, association or other entity. The Consultants shall
          take all reasonable measures and efforts to protect Confidential
          Information from any accidental, unauthorized or premature use,
          disclosure or destruction. The use of such measures and efforts shall
          not constitute a defense if any of the Confidential Information is not
          kept confidential in accordance with the terms of this Agreement. The
          foregoing prohibition shall not apply to any Confidential Information
          which: (i) was generally available to the public prior to such
          disclosure; (ii) becomes publicly available through no act or omission
          of the Consultants (iii) are disclosed as reasonably required in a
          proceeding to enforce the Consultants rights under this Agreement or
          (iv) is disclosed as required by court order or applicable law.

               C. Upon termination of the Consultants for any reason, or at any
          time upon request of the Company, the Consultants agree to deliver to
          the Company all materials of any nature which are in the Consultant's
          possession or control and which are or contain Confidential
          Information, Work Product or Work Products (hereinafter defined), or
          which are otherwise the property of the Company or any vendor,
          licensor, licensee, customer or client of the Company, including, but
          not limited to writings, designs, documents, records, data, memoranda,
          tapes and disks containing software, computer source code listings,
          routines, file layouts, record layouts, system design information,
          models, manuals, documentation and notes.

               D. All copyrights, logos and other advertising materials,
          conceived by the Consultants specifically in connection with the
          consulting services rendered by Consultants for Company under this
          Agreement (alone or with others) during the Term ("Work Product")
          shall be the exclusive property of and assigned to the Company or as
          the Company may direct without compensation to the Consultants other
          than the compensation provided for herein. Any records with respect to
          the foregoing shall be the sole and exclusive property of the Company
          and the Consultants shall surrender possession of such records to the
          Company upon any suspension or termination of the Consultants. Any
          Work Product shall be deemed incorporated in the definition of
          Confidential Information for all purposes hereunder.

               E. The Consultants will not assert any rights with respect to the
          Company, its business, or any of its products, processes and other
          services relating thereto, Work Product or any Confidential
          Information as having been acquired or known by the Consultants prior
          to the commencement of the Consultants engagement by the Company
          unless such rights are asserted in good faith and verified.

          14. Work Product

               A. The Consultants represents and warrant to the Company that all
          work that the Consultants perform, for or on behalf of the Company and
          its clients, and all work product that the Consultants produces,
          including, but not limited to, software, documentation, memoranda,
          ideas, designs, inventions, processes, algorithms, etc. (also "Work
          Product") will not knowingly infringe upon or violate any patent,
          copyright, trade secret or other property right of any other third
          party. Further, the Consultants will not disclose to the Company or
          use in any of the Consultants Work Product any confidential or
          proprietary information belonging to others, unless both the owner
          thereof and the Company have consented to such disclosure and usage.

               B. The Consultants will promptly disclose to the Company all Work
          Products developed by the Consultants within the scope of the
          Consultants acting as consultants to the Company or which relate
          directly to, or involve the use of, any Confidential Information
          including, but not limited to, all software, concepts, ideas and
          designs, and all documentation, manuals, letters, pamphlets, drafts,
          memoranda and other documents, writings or tangible things of any
          kind.

               C. The Consultants acknowledges and agree that all copyrightable
          Work Products prepared by the Consultants within the scope of the
          Consultants acting as consultants to the Company are "works made for
          hire" and, consequently, that the Company owns all copyrights thereto
          subject to Company fulfilling the compensation obligations to
          Consultants as provided in this Agreement.

               D. The Consultants hereby assign, transfer and convey to the
          Company, without additional consideration, all of the Consultants
          other rights, title and interest (including, but not limited to, all
          patent, copyright and trade secret rights) in and to all Work Products
          prepared by the Consultant, whether patentable or not, made or
          conceived, in whole or in part, by the Consultants within the scope of
          the Consultants acting as consultants to the Company, or that relate
          directly to, or involve the use of, Confidential Information, subject
          to Company fulfilling its compensation obligations to Consultants as
          provided in this Agreement.

               E. The Consultants will, without additional compensation, execute
          all assignments, oaths, declarations and other documents requested by
          the Company to effect and further evidence the foregoing assignment,
          transfer and conveyance, and agree to provide all reasonable
          assistance to the Company (at the Company's expense) to provide all
          information, documentation and assistance to the Company in
          perfecting, enforcing, defending or protecting any or all of the
          Company's rights in all Work Product subject to Company fulfilling its
          compensation obligations to Consultants as provided in this Agreement

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          15. Indemnification by the Consultants.

               A. The Consultants shall indemnify, protect, defend and save and
          hold harmless the Company from and against any loss resulting to them
          from:

               (i)  All liabilities of the Consultants, whether accrued,
                    absolute, contingent, or otherwise existing on the date of
                    this Agreement;

               (ii) Any and all losses, liabilities, costs, damages, or expenses
                    which Company may suffer, sustain or incur arising out of or
                    due to a breach by the Consultants of any covenant,
                    representation or warranty made in this Agreement or from
                    any misrepresentation and/or omission pursuant to this
                    Agreement; and

               (iii) Any and all claims or actions against the Company, and any
                    and all costs, expenses, losses, including but not limited
                    to, arbitration awards, civil judgments, reasonable attorney
                    fees and costs, and court or arbitration fees and costs,
                    arising out of any act, or any omission of Consultants in
                    the performance of any duties or services, regardless of
                    whether said claim or action against the Consultants are
                    individually dismissed, prior to, or at the arbitration
                    hearing or court proceeding. The Company, in its sole and
                    absolute discretion, without the prior approval of the
                    Consultants, may settle or compromise any claim at any time.
                    In the event the Consultants wishes to disagree with such
                    settlement, it may do so by filing a bond/or depositing into
                    an escrow account for the benefit of the Company the amount
                    of general damages alleged by the plaintiff or claimant
                    against Company. In such event, the Company shall agree not
                    to settle the claim without the consent of the Consultants.

               (iv) Any and all losses, claims, damages or liabilities to which
                    the Company may become subject under the Securities Act of
                    1933, as amended, (the "Act") or otherwise insofar as such
                    losses, claims damages or liabilities (or actions in respect
                    thereof) arise out of or are based upon violations of the
                    Act, the Securities Exchange Act of 1934, as amended, and
                    the rules and regulations thereunder and upon any untrue
                    statement or alleged untrue statement or the alleged
                    omission to state therein a material fact required to be
                    stated in any statements written or and made by the
                    Consultants in performing any of the Consulting Services
                    pursuant to this Agreement, subject to Company's obligations
                    as set forth in Paragraph 8 above.

               B. The indemnification, which is set forth in this Article "15"
          of this Agreement shall be deemed to include not only the specific
          liabilities or obligations with respect to which such indemnity is
          provided, but also all reasonable costs, expenses, counsel fees, and
          expenses of settlement relating thereto, whether or not any such
          liability or obligation shall have been reduced to judgment.

               C. If any demand, claim, action or cause of action, suit,
          proceeding or investigation is brought against the Company and/or the
          Consultants to which the Company is entitled to indemnification by the
          Consultants pursuant to this Article "15" of this Agreement, the
          Company shall give prompt notice thereof to the Consultants in
          accordance with Paragraph "C" of Article "20" of this Agreement which
          notice shall contain a reasonably thorough description of the nature
          and amount of the claim of indemnification. Upon receipt of such
          notice, the Consultants shall use all reasonable efforts to assist in
          the vigorous defense of any such matter. The failure of the Company to
          notify the Consultants of any such demand, claim, action or cause of
          action, suit, proceeding or investigation shall not relieve the
          Consultants from any liability which he/she may have under this
          Article "17" of this Agreement except to the extent such failure to
          notify the Consultants prejudice the Consultants.

          16. Time Periods Not Limited. Any period of time set forth in this
     Agreement shall not be construed to permit the Consultants to engage in any
     of the prohibited acts set forth in this Agreement after such period if
     such acts would otherwise be prohibited by any applicable statute or legal
     precedent.

          17. Company. As used in this Agreement, "Company" shall mean Blue Moon
     Group, Inc. , its successors and assigns, and any of its present or future
     subsidiaries or organizations controlled by it.

          18. Assignment. The rights granted hereunder to the Consultants are
     personal in nature. Any purported transfer of any such rights, by operation
     of law or otherwise, not specifically authorized pursuant to this Agreement
     shall be void and shall also constitute a breach of this Agreement.

          19. Relationship. Except as provided for in this Agreement, neither
     party is the legal representative or agent of, or has the power to obligate
     the other for any purpose whatsoever; and no partnership, joint venture,
     agent, fiduciary, or employment relationship is intended or created by
     reason of this Agreement. It is the intent of the parties hereto that the
     Consultants shall be an independent contractor of the Company and not an
     employee of the Company.

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          20. Miscellaneous.

               A. Headings. The headings contained in this Agreement are for
          reference purposes only and shall not affect in any way the meaning or
          interpretation of this Agreement.

               B. Enforceability. If any provision which is contained in this
          Agreement should, for any reason, be held to be invalid or
          unenforceable in any respect under the laws of any State of the United
          States, such invalidity or unenforceability shall not affect any other
          provision of this Agreement. Instead, this Agreement shall be
          construed as if such invalid or unenforceable provisions had not been
          contained herein.

               C. Notices. Any notice or other communication required or
          permitted hereunder must be in writing and sent by either (i)
          certified mail, postage prepaid, return receipt requested and First
          Class mail, (ii) overnight delivery with confirmation of delivery, or
          (iii) facsimile transmission with an original mailed by first class
          mail, postage prepaid, addressed as follows:

          If to the Company:
          Blue Moon Group, Inc.
          Attention:  ____________________
          158-49 90th St.
          Howard Beach, NY 11414
          Facsimile No.: ______________________

          With a copy to:
          Gary Sallee
          4322 Wilshire Blvd., Suite 202
          Los Angeles, CA  90010
          Faccimile No.: 323-939-5300

          If to Consultants:
          Randall Letcavage
          2603 Main Street, Suite 1150
          Irvine, CA 92614
          Facsimile No.: (949) 260-0116

          Rosemary Nguyen
          2603 Main Street, Suite 1150
          Irvine, CA 92614
          Facsimile No.: (949) 260-0116

          or in each case to such other address and facsimile number as shall
          have last been furnished by like notice. If mailing is impossible due
          to an absence of postal service, and the other methods of sending
          notice set forth in this Paragraph "C" of this Article "20"of this
          Agreement are not otherwise available, notice shall be hand-delivered
          to the aforesaid addresses. Each notice or communication shall be
          deemed to have been given as of the date so mailed or delivered, as
          the case may be; provided, however, that any notice sent by facsimile
          shall be deemed to have been given as of the date sent by facsimile if
          a copy of such notice is also mailed by first class mail on the date
          sent by facsimile; if the date of mailing is not the same as the date
          of sending by facsimile, then the date of mailing by first class mail
          shall be deemed to be the date upon which notice given.

               D. Governing Law. This Agreement shall be construed and enforced
          in accordance with, and the rights of the parties shall be governed
          by, the laws of the State of California applicable thereto and the
          parties submit to the jurisdiction of the courts of the State of
          California.

               E. Entire Agreement. The parties have not made any
          representations, warranties or covenants with respect to the subject
          matter hereof which is not set forth herein, and this Agreement
          constitutes the entire agreement between them with respect to the
          subject matter hereof. All understandings and agreements heretofore
          had between the parties with respect to the subject matter hereof are
          merged in this Agreement which alone fully and completely expresses
          their agreement. This Agreement may not be changed, modified,
          extended, terminated or discharged orally, but only by an Agreement in
          writing, which is signed by all of the parties to this Agreement.

               F. Further Assurances. The parties agree to execute any and all
          such other further instruments and documents, and to take any and all
          such further actions which are reasonably required to consummate,
          evidence, confirm or effectuate this Agreement and the intents and
          purposes hereof.

               G. Binding Agreement. This Agreement shall be binding upon and
          inure to the benefit of the parties hereto and their heirs, executors,
          administrators, personal representatives, successors and assigns.

               H. Waiver. Except as otherwise expressly provided herein, no
          waiver of any covenant, condition, or provision of this Agreement
          shall be deemed to have been made unless expressly in writing and
          signed by the party against whom such waiver is charged; and (i) the
          failure of any party to insist in any one or more cases upon the
          performance of any of the provisions, covenants or conditions of this
          Agreement or to exercise any option herein contained shall not be
          construed as a waiver or relinquishment for the future of any such
          provisions, covenants or conditions, (ii) the acceptance of
          performance of anything required by this Agreement to be performed
          with knowledge of the breach or failure of a covenant, condition or
          provision hereof shall not be deemed a waiver of such breach or
          failure, and (iii) no waiver by any party of one breach by another
          party shall be construed as a waiver with respect to any other breach
          of this Agreement.

               I. Counterparts. This Agreement may be executed simultaneously in
          one or more counterparts, each of which shall be deemed an original,
          but all of which together shall constitute one and the same
          instrument.

               J. Separate Counsel. The Consultants acknowledge having had
          separate counsel of its own selection acting on its behalf in
          connection with the negotiation, execution and consummation of this
          Agreement, and covenants that it alone shall be liable and responsible
          for and shall not look to the Company in connection with the fees and
          expenses of such separate counsel.

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<PAGE>


     IN WITNESS WHEREOF, the parties to this Agreement have set their hands and
seals or caused these presents to be signed of the day and year first written
above.

                                        BLUE MOON GROUP, INC.

[Seal]

                                        By: /s/ Michael Muzio
                                            ------------------------------------
                                            Michael Muzio, PRESIDENT AND CEO


                                        RANDALL LETCAVAGE


                                        By: /s/ Randall Letcavage
                                            ------------------------------------
                                            Randall Letcavage, Consultant


                                        ROSEMARY NGUYEN


                                        By: /s/ Rosemary Nguyen
                                            ------------------------------------
                                            Rosemary Nguyen, Consultant




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