Pegasus Capital
                                 ---------------
                                Merchant Banking






May 7, 2003

James M. Farinella
T & G2, Inc.
65 La Grande Ave.
Berkeley Heights, NJ 07922

ENGAGEMENT LETTER
-----------------

Dear Mr. Farinella:

This engagement letter shall serve to set forth the terms upon which Pegasus
Capital ("Pegasus") will render to Point Group Holdings, Inc. (the "Company")
certain advisory services. On the basis of discussions held between Pegasus and
the Company, subject to due diligence as described hereafter, Pegasus agrees to
act as the Company's Consultant and Representative to assist in providing the
Company, on a "best efforts" basis, the following:

o    Advisory Services. Pegasus shall act as the Company's non-exclusive
     ------------------
     representative, with respect to matters relating the Company's business
     development in the United States and Europe, as related to this specific
     Agreement. At the option of either party, this Agreement may be terminated
     within 10 days written notice.

     Pegasus shall identify strategic partners for the expansion of the
     Company's products and services, assist in any corporate re-structuring,
     and help introduce the Company to strategic partners who will promote the
     Company's products and services, and improve the corporate image.

     With regards to the above, it understood that the Company may have
     intentions in pursuing other options in which the Company and Pegasus will
     discuss more definitive terms for all alternative options for the purpose
     of this Agreement.

o    Term. The advisory relationship shall commence upon the execution of this
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     engagement letter and shall expire 360 business days thereafter, unless
     otherwise agreed upon by all parties.

o    Compensation to Pegasus. Pegasus will receive the following items of
     ------------------------
     compensation for the services rendered hereunder:

     1.   The Company shall issue to Raymond J. McNamee, its Managing Partner,
          options to purchase common shares issued under S-8 as follows:

               a)   1,750,000 shares at an exercise price of $0.03 per share for
                    a period of 90 days

               b)   1,750,000 shares at an exercise price of $0.05 per share for
                    a period of 120 days, and

               c)   1,000,000 shares at an exercise price of $0.075 per share
                    for a period of 180 days.






             5311 Residencia, Newport Beach, CA 92660 (949) 706-0141
<PAGE>






o    Expenses. Each party shall be responsible for any expenses it may incur.
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o    Indemnity.
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     1.   The Company agrees to indemnify and hold Pegasus and its employees,
          officers, directors, agents, attorneys, and accountants free and
          harmless from any liability, cost and expense, including attorney's
          fees, in the event of a material breach of any of the Company's
          representations and warranties contained herein.

     2.   Pegasus agrees to indemnify and hold harmless the Company and its
          employees, officers, directors, agents, attorneys, and accountants
          free and harmless from any liability, cost and expense, including
          attorney's fees, in the event of a material breach of any of the
          Pegasus 's representations and warranties contained herein.

o    Choice of Laws and Arbitration. This agreement shall be construed pursuant
     -------------------------------
     to the laws of the state of California. Any controversy arising thereunder
     shall be resolved by arbitration pursuant to the rules of the American
     Arbitration Association.

o    Confidentiality. Each party agrees that during the course of this
     ----------------
     Agreement, information that is confidential or of a proprietary nature may
     be disclosed to the other party, including, but not limited to, product and
     business plans, software, technical processes and formulas, source codes,
     product designs, sales, costs and other unpublished financial information,
     advertising revenues, usage rates, advertising relationships, projections,
     and marketing data ("Confidential Information"). Confidential Information
     shall not include information that the receiving party can demonstrate (a)
     is, as of the time of its disclosure, or thereafter becomes part of the
     public domain through a source other than the receiving party, (b) was
     known to the receiving party as of the time of its disclosure, (c) is
     independently developed by the receiving party , or (d) is subsequently
     learned from a third party not under a confidentiality obligation to the
     providing party.

o    Due Diligence by Pegasus. Pegasus will complete its initial due diligence
     -------------------------
     by reviewing the Company's Business Plan, interviewing senior management
     and reviewing current financial statements and projections; however,
     Pegasus is authorized to conduct such further due diligence as Pegasus
     feels necessary during the term of the Engagement.



AGREED TO AND ACCEPTED this _____ day of May, 2003



Pegasus Capital, Inc.                              T & G2, Inc.


-----------------------                            ----------------------------
By:  Raymond J. McNamee                            By:  James M. Farinella
Its:  Managing Partner                             Its:  Chief Executive Officer









             5311 Residencia, Newport Beach, CA 92660 (949) 706-0141
<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



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