CONSULTING AGREEMENT
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Consulting Agreement made as of May 7, 2003, between T & G2, a Nevada
corporation with offices at 65 La Grande Ave., Berkeley Heights, NJ 07922 and
3rd Millennium Management, a Delaware corporation with offices at 30 Two Bridges
Road, Suite 205, Fairfield, NJ 07004 (3rd Millennium).

T & G2 is in need of assistance in developing its strategic plans, gaining
access to business opportunities, and other management functions, and 3rd
Millennium is experienced in these areas and is capable of providing valuable
services to T & G2.

Therefore, it is agreed:

1.   SERVICES. During the Term of this Agreement, 3rd Millennium shall provide
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     advise to T & G2's management and shall consult with T & G2 concerning
     management of sales and marketing resources, strategic planning, corporate
     organization and structure, financial matters in connection with the
     operation of the businesses of T & G2, expansion of services, acquisitions
     and business opportunities. 3rd Millennium shall also review and advise T &
     G2 regarding its overall progress, needs and condition. 3rd Millennium
     agrees to provide on a timely basis the following enumerated services plus
     any additional services contemplated hereby:

a)   The implementation of short-range and long-term strategic planning to fully
     develop and enhance T & G2's assets, resources, products and services:

b)   The implementation of a marketing program to enable T & G2 to broaden the
     markets for its products and promote the image of T & G2 and its products
     and services;

c)   Advice to T & G2 regarding the recruitment and employment of key executives
     consistent with the expansion of operations of T & G2;

d)   The identification, evaluation, structuring, negotiating, and closing of
     joint ventures, strategic alliances, business acquisitions, and advice with
     regard to the ongoing managing and operating of such acquisitions upon
     consummation thereof; and

e)   Advice and recommendations regarding corporate financing including the
     structures, terms, and content of bank loans, institutional loans, private
     debt funding, mezzanine financing, and other equity financing.

2.   TERM. The term ("Term") of this Agreement shall commence on the date hereof
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     and shall terminate on the one year anniversary of the execution of this
     Agreement.





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3.   COMPENSATION. As full compensation for the services to be rendered
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     hereunder, T & G2 shall issue to 3rd Millennium two hundred fifty thousand
     (250,000) shares at par value and one million seven hundred fifty thousand
     (1,750,000) shares of its common stock, at the greater of six cents ($0.06)
     or twenty (20) percent discount to the five (5) day trading price of T & G2
     at the time of exercise. The options may be exercised in whole or part at
     anytime during the term of this Agreement. The shares will be issued in
     accordance with the terms of equity plans that have been registered with
     the Securities and Exchange Commission in a Registration Statement on Form
     S-8, which shall be effective on the date on which the shares are issued.

4.   CONFIDENTIALITY. 3rd Millennium will not disclose to any person, firm or
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     corporation, nor use for its own benefit, during or after the Term of the
     Consulting Agreement, any trade secrets or other information designated as
     confidential by T & G2 which is acquired by 3rd Millennium in the course of
     performing services hereunder. Any financial advice rendered by 3rd
     Millennium pursuant to this Consulting Agreement may not be disclosed in
     any manner without the prior written approval of T & G2.

5.   INDEMNIFICATION. T & G2 hereby agrees to indemnify and hold 3rd Millennium
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     and its officers and affiliates harmless from and against all losses,
     claims, damages, liabilities, costs or expenses, including reasonable
     attorney's fees (collectively, "Liabilities") arising from the performance
     of this Consulting Agreement. This indemnity shall not apply, however, and
     3rd Millennium shall indemnify and hold T & G2, its affiliates, control
     persons, officers, and employees and agents harmless from and against all
     Liabilities arising from gross recklessness or willful misconduct by 3rd
     Millennium in the performance of its services hereunder.

6.   INDEPENDENT CONTRACTOR. The relationship between 3rd Millennium and T & G2
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     is that of independent contractors. 3rd Millennium shall not hold itself
     out as an agent of T & G2, nor shall it take any action from which others
     might infer that it is an agent of T & G2 or that it is engaged in a joint
     venture with T & G2.

7.   MISCELLANEOUS. This Consulting Agreement sets forth the entire
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     understanding of the parties relating to the subject matter hereof, and
     supersedes any prior communications, understandings or agreements between
     the parties. This Consulting Agreement cannot be modified or changed, nor
     can any of its provisions be waived, except by written agreement signed by
     both parties. This Consulting Agreement shall be governed by the laws of
     the State of New Jersey applicable to contracts made and to be performed
     therein.

8.   NOTICES. Any notice required or permitted hereunder shall be given in
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     writing, and shall be deemed effectively given upon personal delivery or
     one business day after tender to an overnight delivery service of national
     reputation, addressed to the parties at the address set forth at the start
     of this Agreement, or at such other addresses as a Party may designate by
     ten days advance written.


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
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forth at the start of this Agreement.

T & G2                                    3rd MILLENNIUM MANAGEMENT
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By:                                       By:
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   James Farinella, CEO                      Manuel Bello, CEO






































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                                  ATTACHMENT A
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     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
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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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