CONSULTING AGREEMENT
                              --------------------

THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into effective
the date it is  signed  by the last to sign as set  forth  below by and  between
Fairview  Consulting,  Inc. (the "Consultant") whose principal place of business
is 14019  Southwest  Freeway  Ste.  743 Sugar  Land,  Texas and T & G2, of 65 La
Grande Avenue, Berkeley Heights, NJ 07922. (the "Client").


WHEREAS, Client is a publicly traded company:

WHEREAS,  Consultant  is in the  business of providing  services for  management
consulting, business advisory, shareholder information and public relations; and

WHEREAS,  the Client deems it to be in its best interest to retain Consultant to
render to the Client services as may be needed; and

WHEREAS,  Consultant is ready,  willing and able to render such  consulting  and
advisory  services  to the  Client  as  hereinafter  described  on the terms and
conditions more fully set forth below.

1.   CONSULTING  SERVICES.  The  Client  hereby  retains  the  Consultant  as an
     independent  business  consultant to the Client and the  Consultant  hereby
     accepts and agrees to such  retention.  The Consultant  shall render to the
     Client  such  services  as set  forth on  Exhibit  "A"  attached  hereto by
     reference incorporated herein.

     It is  acknowledged  and agreed by the Client  that  Consultant  carries no
     professional licenses,  other than any that may be listed on Exhibit A; and
     is not agreeing to act as a market-maker  or render legal advise or perform
     accounting  services,  nor act as an  investment  advisor or  broker-dealer
     within the meaning of applicable  state and federal  securities laws. It is
     further  acknowledged  and agreed by the  Client  that the  services  to be
     provided to the Client  hereunder  are  presently  not  contemplated  to be
     rendered in  connection  with the offer and sale of Securities in a capital
     raising  transaction,  although  Client may request  services of Consultant
     therefore  and have  reached a basis for  compensation  if such  additional
     services are rendered.  The services of  Consultant  shall not be Exclusive
     nor shall  Consultant be required to render any specific number of hours or
     assign specific personnel to the Client or its projects.

2.   INDEPENDENT CONTRACTOR.  Consultant agrees to perform its consulting duties
     hereto as an  independent  contractor.  Nothing  contained  herein shall be
     considered  as  creating  an  employer-employee  relationship  between  the
     parties to this  Agreement.  The  Client  shall not make  social  security,
     workers'  compensation  or  unemployment  insurance  payments  on behalf of
     Consultant. The parties hereto acknowledge and agree that Consultant cannot
     guarantee the results or effectiveness  of any of the services  rendered or
     to be rendered by Consultant  hereunder.  Rather,  Consultant shall conduct
     its  operations  and provide its services in a  professional  manner and in
     accordance  with  good  industry  practice.  Consultant  will  use its best
     efforts and does not promise results.




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3.   TIME,  PLACE AND MANNER OF PERFORMANCE.  The Consultant  shall be available
     for advice and counsel to the officers and  directors of the Client at such
     reasonable and convenient  times and places as may be mutually agreed upon.
     Except as  aforesaid,  the time,  place and  manner of  performance  of the
     services  hereunder,  including  the amount of time to be  allocated by the
     Consultant  to any  specific  service,  shall  be  determined  at the  sole
     discretion of the Consultant.

4.   TERM OF  AGREEMENT.  The term of this  Agreement  shall  be six (6)  months
     commencing on the date of this Agreement, both subject to prior termination
     as hereinafter provided.

5.   COMPENSATION  AND  EXPENSES.  In full  consideration  of the services to be
     provided  for the  Client by the  Consultant  as fully set forth in Exhibit
     "A". The Client agrees to compensate  Consultant in the manner ser forth in
     Exhibit "B". In addition, the Client shall reimburse the Consultant for all
     pre-approved  expenses  and  disbursements  incurred by the  Consultant  on
     behalf of the  Client in  connection  with the  performance  of  consulting
     services pursuant to this Agreement. Consultant shall be solely responsible
     for all expenses and  disbursements  anticipated  to be made in  connection
     with  its  performance  under  this  Agreement.  Compensation  is not to be
     prorated over the term of this Agreement and is  non-refundable;  provided,
     if  Consultant  is  terminated  for  causes  as  provided  below,  then the
     Compensation  shall be  prorated on a monthly  basis,  but  Consultant  may
     retain the unearned  shares if it pays to Client the agreed  Exchange value
     of the stock for this transaction set forth in Exhibit "B".

6.   DUTIES AND OBLIGATIONS OF CLIENT.

     (a) Client shall furnish to Consultant such current information and data as
     necessary for  Consultant to understand  and base its advise to the Client,
     and shall provide such current information on a regular basis, including at
     a minimum:

     (i) Financial Information:
     Balance Sheet,  Income Statement,  Cash Flow Analysis and Sales Projection,
     Officers and Directors resumes or Curriculum Vitae; and

     (ii) Shareholder  information:  Shareholder(s) List; Debenture or Preferred
     Stock or Option or  Warrant  Agreements,  which may  affect  the  number of
     shares to be issued or outstanding. Client hereby authorizes Transfer Agent
     to  deliver  to  Consultant  a copy  of the  shareholder's  list(s)  and an
     accounting for shares outstanding per its books.

     (b) Client shall furnish  Consultant  with full and complete  copies of all
     filings  with all  Federal  and State  Securities  Agencies,  with full and
     complete copies of all Shareholder  Reports and  Communications  whether or
     not prepared with  assistance of Consultant  will all data and  information
     supplied to any Analyst,  Broker/Dealer,  Market-Maker, or any other member
     of the Financial Community, including specifically most recently filed Form
     10 or Form  15c2(11) or  Offering  documents  (such as 504,  505 or 506) or
     Private  Placement  Documents.  If Client is not a fully reporting  Company
     under the provisions of the SEC, then it shall furnish a letter opinion



                                        2
<PAGE>






     from its  Securities  Counsel  that the Client  Stock is tradable or may be
     sold in the public market.

     (c) Client will  notify  Consultant  of any  private or public  offering of
     securities,  including  S-8 or  Regulation  S or A, at least  five (5) days
     prior  to  making  such an  offering  during  the  term of this  Consultant
     Agreement.

     (d) Client will notify  Consultant in writing at least 30 days prior to any
     insider selling or clients stock.

     (e)  Client  will not cause to be  effected a change or split of the Client
     stock  during  the terms of this  Agreement  without at least five (5) days
     prior written notice to Consultant.

     (f) Client shall be responsible for advising  Consultant of any information
     or facts which would affect the accuracy of any prior data and  information
     to Consultant so that Consultant.

7.   TERMINATION

     (a) Without cause,  Consultant's relationship with the Client hereunder may
     be  terminated  at any time by  mutual  written  agreement  of the  parties
     hereto.

     (b) Without cause,  this Agreement  shall  terminate upon the  dissolution,
     bankruptcy or insolvency of the Client.

     (c) Without  cause,  and without  excusing the client's  obligations  under
     Section 5 herein above.  Consultant  shall have the right and discretion to
     terminate  this  Agreement  should the Client  violate any law,  ordinance,
     permit or  regulation of any  governmental  entity,  except for  violations
     which either  singularly or in the aggregate do not have or will not have a
     material adverse effect on the operations of the Client.

     (d) Without  cause,  this  Agreement may be terminated by either party upon
     giving  written  notice  to the  other  party if the  party  is in  default
     hereunder and such default is not reasonable cured within fifteen (15) days
     after written notice of such default.

     (e) For cause(s) as set forth below,  this  Agreement  may be terminated by
     Client  after  giving  written  notice  specifically  detailing  all an any
     event(s) of default to Consultant,  if such specific event(s) of default is
     not  reasonably  cured within  fifteen  (15) days after  receipt of written
     notice of such events of default(s).

     (i) Any willful breach of duty by Consultant;

     (ii) Any material breach by Consultant of the obligations in Section 9;

     (iii) Any material act or event that would  inhibit  Consultant  from fully
     performing its responsibilities under this Agreement in good faith.

8.   WORK PRODUCT. It is agreed that all information and  materials produced for



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<PAGE>






     the Client shall be the property of the  Consultant,  free and clear of all
     claims  thereto by the  Client,  and the Client  shall  retain no claim for
     authorship therein.

9.   CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has and
     will have access to certain confidential  information of the Client and its
     affiliates.  The  Consultant  will not,  during the term of the  Agreement,
     disclose, without the prior written consent or authorization of the Client,
     any such information to any person,  for any reason or purpose  whatsoever.
     In this regard,  the Client  agrees that such  authorization  or consent to
     disclose may be conditioned  upon the  disclosure  being made pursuant to a
     secrecy agreement,  protective order, provision of statue, rule, regulation
     or  procedure  under  which  the  confidentiality  of  the  information  is
     maintained  in the  hands of the  person to whom the  information  is to be
     disclosed  or  in  compliance  with  the  terms  of  a  judicial  order  or
     administration process.

10.  CONFLICT OF INTEREST.  The Consultant shall be free to perform services for
     other persons.  The Consultant will notify the Client of its performance of
     consultant  services for any other  person,  which could  conflict with its
     obligations  under this  Agreement or consent to the  Consultant's  outside
     consulting  activities;  failure to terminate this Agreement,  within seven
     (7) days of receipt of written  notice of conflict,  shall  constitute  the
     Clients' ongoing consent to the Consultant's outside consulting services.

11.  DISCLAIMER OF  RESPONSIBILITY  FOR ACTS OF THE CLIENT.  The  obligations of
     Consultant  described in this Agreement consist solely of the furnishing of
     information  and advice to the Client in the form of services.  In no event
     shall  Consultant  be  required  by this  Agreement  to  represent  or make
     management  decisions for the Client.  All final  decisions with respect to
     acts and omissions of the Client or any affiliates and subsidiaries,  shall
     be those of the Client or such affiliates and subsidiaries,  and Consultant
     shall under no  circumstances  be liable for any  expense  incurred or loss
     suffered by the Client as a consequence of such acts or omissions.

12.  INDEMNIFICATION.  The Client  shall  protect,  defend,  indemnify  and hold
     Consultant and its assigns and attorneys, accountants,  employees, officers
     and directors harmless from and against all losses,  liabilities,  damages,
     judgments, claims,  counterclaims,  demands, actions, proceedings costs and
     expenses  (including  reasonable attorney fees) of every kind and character
     resulting  from,  relating  to  or  arising  our  of  (a)  the  inaccuracy,
     non-fulfillment  or  breach of an  representation,  warranty,  covenant  or
     agreement  made by the  Client;  or (b) any  legal  action,  including  any
     counterclaim, based on any representation,  warranty, covenant or agreement
     made by the Client  herein;  or  negligence  or willful  misconduct  by the
     Client.

13.  NOTICES. Any notices required or permitted to be given under this Agreement
     shall be sufficient if in writing and delivered or sent by:

     (a)  Registered  or  Certified  Mail to the  principal  office of the other
          party,  postage prepaid with return receipt requested  deposited ion a
          proper   receptacle  of  the  United  States  Postal  Service  or  its
          successors.  Said notice shall be addressed to the intended recipient.
          A written  notice  sent in  conformity  with this  provision  shall be



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<PAGE>






          deemed  delivered  as of the  date  shown  "delivered"  on the  return
          receipt; or

     (b)  Transmitted by Prepaid Telegram or by Telephone Facsimile Transmission
          if  receipt  is  acknowledged  by the  addressee  or its  fax  machine
          confirmation.   Notice  so   transmitted   by  telegram  or  facsimile
          transmission  shall be effective  only if receipt of  transmission  is
          acknowledged by an appropriate  machine or written  confirmation,  and
          such notice shall be deemed  effective on the next  business day after
          transmission; or

     (c)  Notice given in any other manner shall be effective  only if proven to
          have been received by the addressee.

          For purpose of notice,  the address of each party shall be the address
          ser forth  above;  Provided,  however,  that each party shall have the
          right to change his  respective  address  for  notices,  hereunder  to
          another  location(s) within the continental United States by giving 30
          days' written notice tot eh other party in the manner set forth herein
          above.

14.  WAIVER OF BREACH.  Any waiver by either party of a breach of any  provision
     of this Agreement by the other party shall not operate or be construed as a
     waiver of any subsequent breach by any party.

15.  ASSIGNMENT. This Agreement and the rights and obligations of the Consultant
     hereunder  shall not be  assignable  without  the  written  consent  of the
     Client,  except that  Consultant  may assign this  Agreement  or any rights
     received hereunder to Jacob International, Inc., an affiliated corporation.

16.  APPLICABLE  LAW.  It is the  intention  of the  parties  hereto  that  this
     Agreement  and  the  performance   hereunder  and  all  suits  and  special
     proceedings  hereunder  be  construed  in  accordance  with and  under  and
     pursuant  to the laws of the  State of Texas  and that in  action,  special
     proceeding  or other  proceeding  that may be  brought  arising  our of, in
     connection  with or by reason of this  Agreement,  the laws of the State of
     Texas shall be  applicable  and shall govern tot he exclusion of the law of
     any other forum,  without regard to the jurisdiction on which any action or
     special proceeding may be instituted.

17.  SEVERABILITY.  All Agreements and covenants contained herein are severable,
     and in the event any of them shall be held to be  invalid by any  competent
     court, the Agreement shall be interpreted as if such invalid  agreements or
     covenants were not contained herein.

18.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  and  embodies  the entire
     understanding  and agreement of the parties and supercedes and replaces all
     prior understanding, agreement and negotiations between the parties.

19.  WAIVER AND MODIFICATION.  Any waiver, alteration, or modification of any of
     the provisions of this Agreement shall be valid only if made in writing and
     signed by the  parties  hereto.  Each  party  hereto,  may waive any of its



                                        5
<PAGE>






     rights hereunder  without effecting a waiver with respect to any subsequent
     occurrences or transactions hereof.

20.  BINDING  ARBITRATION.  As concluded by the parties hereto,  any controversy
     between the parties  hereto  involving any dispute or claim by,  through or
     under,  or the  construction  or  application of any terms,  covenants,  or
     conditions of, this  agreement,  shall on the written  request of one party
     served upon the other,  be submitted to arbitration,  and such  arbitration
     shall  comply  with  and be  governed  by  the  provisions  of the  Federal
     Arbitration Act as it may be amended;  Provided that  Arbitration  shall be
     conducted  in  Harris  County,  Texas  and be  conducted  by  the  American
     Arbitration  Association  ("AAA").  The FAA rules shall apply,  and the AAA
     rules shall apply if not in conflict with the FAA rules. All evidence shall
     be subject to the Federal Rules of Civil Evidence.  There will be three (3)
     Arbiters,  one  to  be  selected  by  Client  and  one  to be  selected  by
     Consultant.  The two selected Arbiters will select a third Arbiter who will
     be an attorney or former judge having been licensed for at least 5 years as
     an attorney in Texas; and who shall be the administrator of the panel.

21.  COUNTERPARTS  AND  FACSIMILE  SIGNATURE.  This  Agreement  may be  executed
     simultaneously in two or more  counterparts,  each of which shall be deemed
     an original,  but all of which taken together shall  constitute one and the
     same  instrument.  Execution and delivery of this  Agreement by exchange of
     facsimile  copies  bearing the facsimile  signature of a party hereto shall
     constitute a valid and binding  execution and delivery of this Agreement by
     such party.  Such facsimile  copies shall constitute  enforceable  original
     documents.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
Agreement, effective as of the date set forth above.


CLIENT:                                               CONSULTANT:

            T & G2




  By:______________________                   By:________________________
     James M. Farinella, CEO                      Richard Spradling



















                                        6
<PAGE>












                                   "EXHIBIT A"
                                   -----------


Consultant  shall  provide  services  to  Client  as an  independent  management
consultant.  Consultant shall make itself available to consult with the board of
directors,  officers,  employees and representatives and agents of the Client at
reasonable  times,  concerning  matters  pertaining to the overall  business and
financial  operations  of  the  Client,  as  well  as  the  organization  of the
administrative  staff of the Client,  this fiscal  policy of the Client,  and in
general, concerning any problem of importance concerning the business affairs of
the  Client.  Consultant  may,  at the  request  of the  Client,  assist  in the
preparation  of written  reports on financial,  accounting or marketing  matters
review final information, analyze markets and report to the Client's Chairman of
the  Board of  Directors  or Chief  Executive  Officer  or  President  or a Vice
President or Treasurer on proposed investment,  opportunities, and develop short
and long term strategic  business plans. In addition,  Consultant  shall provide
liaison  services to the Client with respect to the Client's  relationship  with
unaffiliated  third  parties.  Consultant  does  not  undertake  as part of this
Agreement to provide loans,  investments  or financing for the Client,  although
such  financial  benefits may be made  available to Client  during the course of
Consultant's  engagement.  Consultant will not perform any activities that could
subject  Consultant  or Client to  violations  of  Federal or  applicable  state
securities law.































                                       A-1
<PAGE>
















                                   "EXHIBIT B"
                                   -----------

Client shall compensate Consultant for its services rendered by consultant under
this Agreement, as follows:


     1.   In full consideration of the services to be provided for the Client by
          the Consultant,  upon full execution of this  Agreement,  Client shall
          pay  Consultant  the sum of 3,000,000 free trading shares issued under
          S-8 Filing.  Client shall deliver  500,000  shares upon the signing of
          this  agreement with the balance of the shares to be delivered in even
          amounts  every  thirty  (30) days over a six (6) month  period(500,000
          shares every thirty(30)  days). It is also  acknowledged  that all S-8
          shares  will  be  delivered  directly  to  Richard  Spradling  in  his
          individual capacity.
























                                       B-1
<PAGE>






                                  ATTACHMENT A
                                  ------------


     It is hereby acknowledged that the compensation for the services identified
in the  foregoing  Agreement  will be in the form of T&G2,  Inc.  Class A Common
Stock registered on From S-8.  Accordingly,  the Consultant  represents that the
services to be performed  under the Agreement are eligible  services as required
by Form S-8, and that the stock,  when  issued,  must be issued in the name of a
"natural person" as defined by the applicable securities laws.

     The Consultant  represents that none of the compensation received hereunder
                                     ----
is for  promoting  or  maintaining  a market  in the  stock of  T&G2,  Inc.  The
Consultant,  under the terms of this  Agreement  is not being  retained  to find
                                                    ---
investors;  provide investor  relations or shareholder  communication  services;
promote T&G2, Inc.'s stock through newsletters;  or as part of a capital raising
scheme.

     Additionally,  the Consultant  represents that, with regard to the stock to
be registered as compensation for the services rendered  hereunder,  (i) neither
T&G2,  Inc.,  or a promoter  of its stock,  will direct the resale in the public
market of the stock  received  under this  Agreement as  compensation;  and (ii)
T&G2,  Inc.  will not receive  any portion of the  proceeds of the resale of the
stock issued as compensation hereunder.

     The Consultant  acknowledges that T&G2, Inc., and its counsel, will rely on
these  representations  when filing the Form S-8 to register the shares that are
received as compensation.




                                                  CONSULTANT



                                                  ------------------------------