SAN DIEGO TORREY HILLS CAPITAL
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                              CONSULTING AGREEMENT
                              --------------------

     AGREEMENT,  made  this  5th  day  of  May,  2003  by  and  between  T &  G2
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Technologies,  Corp.,  (hereinafter the "Company") having its principal place of
business at 65 LaGrande Avenue, Berkeley Heights, NJ 07922, and San Diego Torrey
Hills Capital, Inc., (hereinafter the "Consultant"),  having its principal place
of business at 2190 Carmel Valley Road, Del Mar, California 92014. The Agreement
will become effective on the first day the consultation commences.

     WHEREAS,  the  Company  desires to retain  the  Consultant  for  consulting
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services in connection  with the Company's  business  affairs on a non-exclusive
basis,  and the  Consultant  is willing to undertake to provide such services as
hereinafter fully set forth:

                                   WITNESSETH
                                   ----------

     NOW THEREFORE, the parties agree as follows:
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     1.   Term: Six (6) months from the date hereof, provided, however that this
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          Agreement  may be  cancelled  by  either  party  with  written  notice
          provided seven (7) days prior to the cancellation date.

     2.   Nature of  Services:  The Company  hereby  engages the  Consultant  to
          -------------------
          render the services hereinafter  described during the term hereof (its
          being  understood  and agreed that the  Consultant  is free tender the
          same or similar services to any other entity selected by it):

          (a)  Consult with the Company concerning  on-going strategic corporate
               planning  and  long  term  investment  policies,   including  any
               revision of the Company's business plan.

          (b)  Render  advice with  respect to leasing  and/or  other  financing
               arrangements.

          (c)  Assist in  negotiation  of  contracts  with  suppliers  and major
               customers when so required by the Company.

          (d)  Consult  with and advise the Company  with  regards to  potential
               mergers and  acquisitions,  whether the Company be the  acquiring
               Company or the target of acquisition.

          (e)  Review press releases  whenever  appropriate to be made available
               to the press in general,  customers,  suppliers and selected NASD
               broker/dealers,   financial   institutions,   and  the  Company's
               shareholders.

          (f)  Evaluate   the   Company's   managerial,   marketing   and  sales
               requirements







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     3.   Responsibilities  of  the  Company:  The  Company  shall  provide  the
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          Consultant  with all  financial  and  business  information  about the
          Company as reasonably  requested by the Consultant in a timely manner.
          In addition,  executive  officers and  directors of the Company  shall
          make themselves  available for personal  consultations either with the
          Consultant  and/or third party designees,  subject to reasonable prior
          notice, pursuant to the request of the Consultant.

     4.   Compensation: For corporate financial advisory services, due diligence
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          and other  services which will be provided to the Company from time to
          time over the course of our  engagement,  the parties  mutually  agree
          that the Consultant will be entitled to the following compensation:

          (a)  For business development, strategic planning and other consulting
               work to be accomplished not related to any public financing,  the
               Company will pay a fee of $25,000 in free  trading,  unrestricted
               shares of Common Stock of the Company issued under S-8;

          (b)  For business development, strategic planning and other consulting
               work to be accomplished not related to any public financing,  the
               Company  shall grant to the  Consultant  options to purchase free
               trading,  unrestricted  shares  of  Common  Stock of the  Company
               issued  under S-8.  Options are to be awarded six weeks after the
               date on which this agreement is first signed,  and at the two (2)
               subsequent 6 week anniversary dates of this agreement thereafter.
               The  number  of  options  granted  at each  award  date  shall be
               400,000.  The  options  shall have a strike  price  equal to five
               cents,  will be exercisable for six months from date of issuance.
               The Company hereby irrevocably  agrees not to circumvent,  avoid,
               bypass or  obviate  directly  or  indirectly,  the intent of this
               Agreement,  to avoid payment of fees, in any transaction with any
               corporation,   partnership  or  individual,   introduced  by  the
               Consultant  to the Company in  connection  with any project,  any
               loans  or  collateral  or  funding,   or  any  other  transaction
               involving  any products,  transfers or contracts,  or third party
               assignments thereof.

     5.   Expenses:  The Company shall also  reimburse the Consultant for actual
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          out-of  pocket  expenses  including,  but not limited  to,  facsimile,
          postage, printing,  photocopying,  and entertainment,  incurred by the
          Consultant  without the prior consent of the Company and in connection
          with the  performance by the Consultant of its duties  hereunder,  the
          Company and in connection  with the  performance  by the Consultant of
          its duties hereunder,  the Company shall also reimburse the Consultant
          for the costs of all  travel  and  related  expenses  incurred  by the
          Consultant  in  connection   with  the  performance  of  its  services
          hereunder,  provided  that all  such  costs  and  expenses  have  been
          authorized,  in advance, by the Company,  and the Consultant shall not
          expend  more than  $500.00  for  expenses  without  the prior  written
          approval of the Company.

     6.   Other Services and Compensation: The Consultant may, from time to time
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          during the term  hereof,  present to the Company  potential  merger or


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          acquisition  candidates.  In the event of the  Company  consummates  a
          business combination with any such Company presented by the Consultant
          (whether  the Company is  acquiring  Company or the target  Company or
          survives  or does not survive a merger),  the Company  will pay to the
          Consultant a fee in accordance  with the generally  accepted  industry
          standards  (the  Lehman  Formula) or as may  otherwise  be agreed upon
          between  the  Consultant  and  the  Company  in  advance.  In  case of
          termination  this  Agreement or  conclusion  thereof,  these terms and
          conditions  of this Section 6 will survive and be in full effect for a
          period of twelve (12) months from the  termination  or  conclusion  of
          this Agreement.

     7.   Indemnification: The Parties agree to indemnify and hold harmless each
          ---------------
          other and their affiliates,  and their respective officers,  director,
          employees,  agents and controlling  persons (The Parties and each such
          other  persons  and  entities  being an  "Indemnified  Party"  for the
          purposes of this section) from and against any and all losses, claims,
          damages,  and liabilities to which such  Indemnified  Party may become
          subject  under any  applicable  federal  or state  law,  or  otherwise
          related  to or arising  out of any  transaction  contemplated  by this
          Agreement  and  the  performance  by the  Consultant  of the  services
          contemplated by this Agreement, and all reasonable expenses (including
          reasonable  counsel  fees  and  expenses)  as  they  are  incurred  in
          connection the  investigation  of,  preparation  for or defense of any
          pending  or  threatened  claim or any  action  or  proceeding  arising
          therefrom,  whether or not such Indemnified  Party is a party thereto;
          provided  that the other  party  shall  not be  liable  for any of the
          foregoing  to the  extent  they  arise  from the gross  negligence  or
          willful  misconduct of the Indemnified  Party.  The Indemnified  Party
          shall   promptly   notify   the  Party   from   which  it  is  seeking
          indemnification,  in  writing,  of any such  loss,  claim,  damage  or
          liability   as  it  is  incurred  and  provide  such  Party  with  the
          opportunity  to defend  against or settle such matter with  counsel of
          its choice. Any Party against whom indemnification may be sought shall
          not be liable to indemnify or provide  contribution for any settlement
          effected  without the indemnifying  party's prior written consent.  In
          the event that the foregoing  indemnity is unavailable or insufficient
          to hold any  Indemnified  Party  harmless,  then the other party shall
          contribute to the amounts paid or payable by such Indemnified Party in
          respect of such losses, claims in such proportion as is appropriate to
          reflect not only the relative  benefits  received by the Parties,  but
          also the relevant  fault of each Party,  as well as any other relevant
          equitable considerations.

     8.   Complete  Agreement:  This  Agreement  contains  the entire  Agreement
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          between the parties with respect to the contents hereof supersedes all
          prior  agreements  and  understandings  between the  parties  with the
          respect  to such  matters,  whether  written  or  oral.  Neither  this
          Agreement,  nor any term or provisions hereof may be changed,  waived,
          discharged  or amended in any manner other than by any  instrument  in
          writing,  signed by the party  against  which the  enforcement  of the
          change, waiver, discharge or amendment is sought.

     9.   Counterparts:   This   Agreement  may  be  executed  in  two  or  more
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          counterparts,  each of  which  shall be an  original  but all of which
          shall constitute one Agreement.



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     10.  Survival: Any termination of this Agreement shall not, however, affect
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          the on-going  provisions  of this  Agreement  which shall survive such
          termination in accordance with their terms.

     11.  Disclosure:  Any financial advice rendered by the Consultant  pursuant
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          to this Agreement may not be disclosed  publicly in any manner without
          the prior written  approval of the Consultant,  unless required by law
          or  statute or any  court,  governmental  or  regulatory  agency.  All
          non-public  information given to the Consultant by the Company will be
          treated  by  the  Consultant  as  confidential   information  and  the
          Consultant  agrees not to make use of such  information  other than in
          connection with its performance of this  Agreement,  provided  however
          that any such information may be disclosed if required by any court or
          governmental  or regulatory  authority,  board or agency.  "Non-public
          information" shall not include any information which (i) is or becomes
          generally  available  to  the  public  other  than  as a  result  of a
          disclosure by the  Consultant;  (ii) was  available to the  Consultant
          prior to its  disclosure to the  Consultant  by the Company,  provided
          that such  information is not known by the Consultant to be subject to
          another confidentiality agreement with another party; or (iii) becomes
          available  to the  Consultant  on a  non-confidentiality  basis from a
          source other than the Company,  provided that such source is not bound
          by a confidentiality agreement with the Company.

     12.  Notice: Any or all notices, designations, consents, offers, acceptance
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          or other  communication  provided for herein shall be given in writing
          and  delivered in person or by registered  or certified  mail,  return
          receipt  requested,  directed to the address shown below unless notice
          of a change of address is furnished:

               If to Consultant:

                    San Diego Torrey Hills Capital, Inc.
                    2190 Carmel Valley Road
                    Del Mar, CA 92014
                    Attention: Cliff Mastricola

               If to Company:

                    T & G2, Inc.,
                    65 La Grande Avenue
                    Berkeley Heights, NJ  07922
                    Attn: James Farinella

     13.  Severability:  Whenever possible,  each provision of Agreement will be
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          interpreted  in  such  manner  as  to be  effective  and  valid  under
          applicable  law.  If any  provision  of this  Agreement  is held to be
          invalid,  illegal or unenforceable  provision had never been contained
          herein.

     14.  Miscellaneous:
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          (a)  Except as provided in Section 7, neither the  Consultant  nor its
               affiliates. Or their respective officers,  directors,  employees,


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               agents or  controlling  persons shall be liable,  responsible  or
               accountable  in  damages  or  otherwise  to  the  Company  or its
               affiliates, or their respective officers,  directors,  employees,
               agents or controlling  persons for any act or omission  performed
               or omitted by the  Consultant  with the  respect to the  services
               provided by its pursuant or otherwise  relating to or arising out
               of this Agreement.

          (b)  All final decisions with the respect to consultation,  advice and
               services  rendered by the  Consultant  to the Company  shall rest
               exclusively  with the Company,  and Consultant shall not have any
               right or  authority  to bind the  Company  to any  obligation  or
               commitment.

          (c)  The  parties  hereby  agree to submit  any  controversy  or claim
               arising  out of or relating to this  Agreement  to final  binding
               arbitration  administered by the American Arbitration Association
               ("AAA") under its Commercial Arbitration Rules, and further agree
               that  immediately  after the filing of a claim as provided herein
               they shall in good faith attempt mediation in accordance with the
               AAA  Commercial  Mediation  Rules;  provided,  however,  that the
               proposed  mediation shall not interfere with or in any way impede
               the progress of arbitration.  The parties also agree that (i) the
               AAA Optional  Rules for Emergency  Measures of  Protection  shall
               apply to any proceedings initiated hereunder; (ii) the arbitrator
               shall be authorized  and empowered to grant any remedy or relief,
               which  the  arbitrator   deems  just  and  equitable  in  nature,
               including, but not limited to, specific performance,  injunction,
               declaratory  judgment  and other forms of  provisional  relief in
               addition to a monetary  award;  (iii) the arbitrator may make any
               other  decisions  including  interim,  interlocutory  or  partial
               findings,  orders and awards to the full extent  provided in Rule
               45 of the Commercial  Arbitration  Rules; and (iv) the arbitrator
               shall be empowered and authorized to award attorneys' fees to the
               prevailing party in accordance with Rule45 (d).

          (d)  This Agreement and the legal  relations  among the parties hereto
               shall be governed by and construed in accordance with the laws of
               the State of California  without  regard to the conflicts of laws
               principals  thereof or the actual  domiciles of the parties.  Any
               arbitration  or  mediation  inherited  by the parties as provided
               herein  shall  be  filed  and  maintained  exclusively  with  the
               American Arbitration  Association's offices located in San Diego,
               CA and the parties further agree that the provisions of paragraph
               8, above, may be enforced by any court of competent jurisdiction,
               and the party seeking  enforcement shall be entitled to and award
               of all costs, fees and expenses, including attorneys' fees, to be
               paid by the party against whom enforcement is ordered.






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Agreed and accepted on                     , 2003 by and between:
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T & G2, Inc.,                               San Diego Torrey Hills Capital, Inc.



By:                                         By:
    --------------------------------            -----------------------------
    James Farinella,                                 Cliff Mastricola
    Chairman/President/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
                                     ----
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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