exhibit 10



                                   Exhibit 10

                                George Schneider


                40 WEST ELM STREET " GREENWICH, CONNECTICUT 06830
                   TEL: 914-654-8303 E-MAIL: idealmgmt@aol.com


                                                                   June 19, 2001


PRIVATE AND CONFIDENTIAL


Mr. Henry Rolling                                      By Overnight Delivery and
President                                              E-Mail
Make Your Move, Inc.
321 Broadway Boulevard
Reno, NV  89502

Dear Henry:

     This letter agreement (this  "Agreement")  confirms our understanding  that
Make Your Move, Inc. and its subsidiaries and affiliates, as appropriate, ("MYM"
or the "Company")  has engaged George  Schneider and his successors and assigns,
as  appropriate,  (the  "Advisor") to act as its financial  advisor,  investment
banker and  placement  agent,  where  appropriate,  in  connection  with: 1) the
placement by the Company of securities  associated  with an equity  financing in
the amount of up to  approximately  $15,000,000 of convertible  preferred  stock
(the "Equity Securities") and 2) the execution by the Company of any transaction
pursuant to which the  business  of the  Company is  combined  through a merger,
joint  venture,  consolidation,  reorganization  or other  business  combination
and/or the  acquisition  of an  interest  in the  Company by way of an  exchange
offer,  tender offer,  negotiated  purchase or any other means (individually and
collectively, a "Business Combination").

Retention

     For the term  hereof,  MYM hereby  appoints  the  Advisor as the  Company's
financial advisor,  investment banker and placement agent in connection with the
placement of the Equity Securities and the execution of a Business Combination.

     Subject to the terms and conditions of this Agreement,  the Advisor accepts
this appointment. The Advisor agrees that in his capacity hereunder, he will use
his commercially reasonable efforts,  consistent with his business judgement, to
advise the Company and arrange a placement of the Equity  Securities  and/or the
execution of a Business Combination.  In no event shall the Advisor be obligated
to purchase the Equity Securities for his own account or for the accounts of the
Investors, as defined herein.


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Services

     The  services to be  performed  by the Advisor  shall  include,  but not be
limited to:

          (a)  Meeting  with  the  management  of MYM to  review  the  Company's
     historic,  current  and  prospective  operations,  business  and  financial
     condition;

          (b)  Completing  a due  diligence  review  of  MYM  to  determine  the
     Advisor's  view of the Company's  expected cash flow,  borrowing  capacity,
     current and potential enterprise value;

          (c) Advising MYM as to appropriate structure,  terms and conditions to
     be included in the Equity Securities and/or a Business Combination;

          (d) Preparing the appropriate Offering Material, as herein defined, to
     be used to solicit  prospective  investors for the Equity  Securities  (the
     "Investors") and/or interest in a Business Combination;

          (e) Identifying and contacting the Investors and/or parties interested
     in a Business Combination;

          (f)  Recommending a negotiating  strategy and assisting in negotiating
     the  terms  and  conditions  of the  Equity  Securities  and/or a  Business
     Combination; and

          (g)  Assisting  in  closing  the Equity  Securities  and/or a Business
     Combination.

Fee Structure

     As  compensation to the Advisor for his services  hereunder,  MYM agrees to
pay the Advisor the following fees (collectively, the "Fees"):

          (a) A  retainer  fee,  payable  in cash,  of $5,000  per month for the
     Initial Term, as defined herein (the "Retainer Fee"): 1) a first payment of
     $2,500,  representing the pro-rata payment for the partial month June 2001,
     to be paid upon  execution of this  Agreement,  2) the second through fifth
     payments  of $5,000 per month,  representing  payments  for the full months
     July 2001  through and  including  November  2001 and 3) a last  payment of
     $2,500,  representing  the pro-rata  payment for the partial month December
     2001,  to be paid on the  first  business  day of  each  subsequent  month,
     beginning July 2001 and ending  December 2001. The Retainer Fee shall serve
     as a credit toward the Equity Financing Fee and/or the Business Combination
     Fee, as defined herein;

          (b) An equity  financing fee,  payable in cash upon the closing of the
     placement of the Equity  Securities  (the "Equity  Closing"),  equal to six
     percent (6.0%) of the total proceeds raised by the Company in the placement
     of such Equity Securities (the "Equity Financing Fee");

          (c) An equity  financial  advisory  fee,  payable in warrants upon the
     Equity  Closing,  consisting  of warrants  to acquire  shares of the common
     stock of the  Company  equal to one  percent  (1.0%) of the  fully  diluted
     shareholder interest of the Company after the effect of the issuance of the
     Equity Securities,  with a strike price equal to the implied sale price per
     share in the  placement  of the Equity  Securities  (the  "Equity  Advisory
     Fee"), with a term of five (5) years and with customary and ordinary demand
     and piggy-back  registration  rights after the Company completes an initial
     public offering; and

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<PAGE>

          (d) A business  combination fee, payable in cash upon the closing of a
     Business Combination (the "Business Combination Closing",  and collectively
     with the Equity Closing, the "Closings"),  equal to three percent (3.0%) of
     the Company's Total Enterprise Value, as defined herein,  calculated at the
     date of such Business Combination (the "Business Combination Fee").

     For the purpose of this Agreement,  the term "Total Enterprise Value" means
an amount equal to the sum of the aggregate  fair market value of any securities
issued  and  any  other  non-cash  consideration  received  (including,  without
limitation,  any  joint  venture  interest  delivered  to,  or  retained  by the
Company),  and any cash  consideration  paid,  to the  Company  or its  security
holders  in  connection  with a  Business  Combination,  and the  amount  of all
indebtedness  of the  Company,  which is  assumed to be  forgiven  or retired in
connections  with such a  Business  Combination.  The fair  market  value of any
securities issued and any other non-cash consideration  delivered or retained in
connection with such Business  Combination  will be the value  determined by the
Company and the Advisor upon such Business Combination Closing.

     With the  exception of the Retainer Fee, the above  specified  Fees will be
payable in respect of the services  rendered in  connection  with each  separate
placement of the Equity  Securities  (or securities of the same or similar class
as the Equity  Securities) and/or execution of a Business  Combination,  whether
such placement and/or business  combination has been arranged by the Advisor, by
another  agent of the  Company or  directly  by the  Company  and  whether  such
placement  and/or  business  combination  is conducted in one  transaction  or a
series of transactions.

Expense Reimbursement

     In  addition  to any Fees that may be  payable  to the  Advisor  under this
Agreement,  MYM agrees to reimburse  the Advisor,  on a monthly basis or at such
other times as the  Advisor may  request,  for all of the  Advisor's  reasonable
out-of-pocket  expenses  and travel  expenses  incurred in  connection  with his
activities  hereunder,  without  regard to  whether  or not any of the  Closings
occur,  including  the fees and  disbursements  of his  legal  counsel,  if any,
resulting from or arising out of this engagement. The Advisor's expenses, except
the fees and disbursements of his legal counsel,  shall not cumulatively  exceed
$3,500 per month without the prior written approval of the Company.

Term

     The initial term of this  Agreement  shall,  except as  otherwise  mutually
agreed,  run for a period of one  hundred  eighty  (180) days from the date this
Agreement is executed (the "Initial  Term").  In addition,  if  substantial  and
material progress has been made during the Initial Term to facilitate any of the
Closings,  the parties  hereto agree to extend the term of this Agreement for an
additional sixty (60) days as may be reasonable and necessary to complete any of
the Closings.  The foregoing  notwithstanding,  the Advisor shall be entitled to
the  Fees as  provided  herein  with  respect  to any  placement  of the  Equity
Securities (or securities of the same or similar class as the Equity Securities)
and/or execution of a Business Combination that 1) utilizes, various of its form
or methodology,  any information or data which the Advisor has provided, and may
continue to provide  during the term  hereof,  regarding  any  Investors  and/or
parties interested in participating in a Business  Combination to be included in
the Equity Securities and/or a Business Combination and 2) is consummated within
one (1) year from the expiration or termination of this Agreement.

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<PAGE>

Termination

     The engagement hereunder may be terminated by the Company or the Advisor at
any time upon thirty (30) days prior written notice to the other,  provided that
the  Advisor  shall be  entitled  to the Fees and  reimbursement  of expenses in
accordance with this Agreement  through the date of  termination;  and provided,
further,  that if this  Agreement  is  terminated  by the  Advisor  because of a
material  breach by the Company or if the Company shall terminate this Agreement
for any reason other than a material  breach by the Advisor of his  obligations,
and a placement of the Equity  Securities  (or securities of the same or similar
class as the Equity Securities) and/or execution of a Business  Combination that
1) utilizes,  various of its form or methodology  any  information or data which
the Advisor has  provided,  any may continue to provide  during the term hereof,
regarding any Investors and/or parties  interested in a Business  Combination to
be included in the Equity  Securities  and/or a Business  Combination  and 2) is
consummated  within one (1) year  after  such  termination,  the  Advisor  shall
thereupon be paid the Fees as provided herein.

Information

     MYM will furnish to the Advisor on a timely  basis,  and in a  satisfactory
format and detail to the Advisor,  such data and  information as the Advisor may
reasonably  request.  MYM represents and warrants that such data and information
is or will be accurate and complete in all material  respects.  MYM acknowledges
that the Advisor is relying, without independent  verification,  on the accuracy
and  completeness  of all  information  furnished.  MYM further  agrees that its
failure or inability to  expeditiously  provide such data or information,  or to
secure  timely  access to key  personnel  and  facilities,  may have a  material
adverse affect on the scope, timing and success of this engagement.

Offering Material

     The Advisor  may,  upon review and  approval of MYM,  prepare a term sheet,
research  report,  private  placement  memorandum,   official  statement  and/or
remarketing  memorandum,  with  respect to the Company and the  placement of the
Equity  Securities  and/or  execution  of  a  Business   Combination  (all  such
documents,  in the form finally approved by the Company,  taken individually and
collectively  shall be hereafter  referred to as the "Offering  Material").  MYM
represents and warrants that the information  contained in its Offering Material
will not include any untrue  statement of a material  fact, or omit to state any
material  fact  required to be stated  therein or necessary  to make  statements
contained  therein,  in light of the  circumstances  under  which they are being
made, not misleading. MYM agrees to advise the Advisor immediately in writing of
the  occurrence  of any event or any other  change  known to the  Company  which
results in the Offering  Material  containing an untrue  statement of a material
fact or omitting to state any  material  fact  required to be stated  therein or
necessary to make statements  therein, in light of the circumstances under which
they were made, not misleading.  MYM agrees to execute  certificates  evidencing
representations  and warranties of the Company respecting material provisions of
the Offering Material.

     MYM  authorizes  the Advisor,  as its agent;  to furnish any  Investors and
parties of interest in a Business  Combination  copies of the Offering  Material
and, with the written  approval of the Company,  any other  document or relevant
information supplied to the Advisor.

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<PAGE>

Conditions of Placement

     The Advisor  agrees to use his best efforts,  consistent  with his business
judgment,  to affect the  Closings  as soon as  practicable.  The  Closings  are
conditioned  upon and subject to, among other things,  documentation  reasonably
acceptable to MYM and the Advisor,  market conditions  applicable to the private
equity  markets  and  satisfaction  of the  conditions  set forth in each equity
purchase  agreement  and/or business  combination  agreement  (individually  and
collectively,  the "Financing Agreements") to be entered into by and between the
Company and the respective  Investors and/or business  combination parties named
therein, and in the Offering Material,  including any supplements and amendments
thereto.

No Unauthorized Use of Advice

     Any summary of, or reference to, any communication, whether written or oral
with  respect  thereto,  in whole or in part,  to third party  advisors  will be
subject,  in each instance to said party's written agreement to confidentiality,
nondisclosure and indemnification of the Advisor.  Notwithstanding the preceding
sentence,  nothing in this Agreement  shall be construed as a prohibition on the
distribution of any communication as required by implementation of the placement
of the Equity Securities and/or execution of a Business Combination, to officers
of the Company, their legal counsel,  accountants or financial consultants or to
regulatory  agencies.  If the Advisor resigns prior to the  dissemination of any
Offering  Material,  or prior to the  finalization of the forms of the Financing
Agreements or any other documents or information prepared in connection with the
placement of the Equity Securities  and/or execution of a Business  Combination,
the term hereof shall be deemed ended and no reference to the Advisor whatsoever
shall be made in materials disseminated after said resignation.

Confidentiality

     The Advisor agrees to keep non-public  information  confidential so long as
it remains non-public,  unless disclosure is required by law or requested by any
governmental  or regulatory  agency or body,  and will not make any use thereof,
except in connection with their services hereunder.

     Other than as agreed or as required by  implementation  of the placement of
the Equity  Securities and/or execution of a Business  Combination,  the Company
shall not convey to the public  through  advertising,  public  relations,  news,
sales,  mail,  direct  transmittal,  or other  media,  nor through any  offering
circular  or  registration  statement,  prospectus,  appraisal,  loan  or  other
agreements  or documents  all or any part of written or oral  presentation  with
respect to the placement of the Equity Securities and/or execution of a Business
Combination,  nor  other  communication  or  documentation  delivered,  nor  any
reference to the Advisor or to any  individuals  assigned by the Advisor to this
engagement, without the prior written consent of the Advisor.

Indemnification

     If either party to this Agreement brings an action based on this Agreement,
the prevailing party shall be entitled to recover reasonable  expenses therefor,
including, but not limited to, attorneys' fees, expenses and court costs.

     In addition,  MYM agrees to indemnify and hold harmless the Advisor and his
affiliates,  counsel and other professional  advisors, the respective directors,
officers,  agents  and  employees  of  each  of the  foregoing  or any of  their
affiliates  within the  meaning of either  Section 15 of the  Securities  Act of
1933, as amended,  or Section 20 of the  Securities and Exchange Act of 1934, as


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<PAGE>

amended,   (individually,   an  "Indemnified   Party"  and   collectively,   the
"Indemnified Parties"),  from and against all losses, claims, damages,  expenses
or liabilities  resulting  from,  relating to, or arising out of action taken or
omitted to be taken (i) by the Company or (ii) by an  Indemnified  Party in good
faith  pursuant  to the terms  of,  or in  connection  with,  services  rendered
pursuant  to this  Agreement  or any of the  transactions  covered  thereby.  In
addition,  the  Company  agrees  to  reimburse  each  Indemnified  Party for all
reasonable  out-of-pocket  and direct  expenses  (including  reasonable fees and
expenses  of  counsel)  as they  are  incurred  by  such  Indemnified  Party  in
connection with investigating,  preparing or defending any such action or claim,
whether or not in connection with  litigation in which any Indemnified  Party is
named party.

     Notwithstanding  the  foregoing,  MYM shall not be liable to an Indemnified
Party in respect to any loss, claim, damage,  liability or expense to the extent
the  same  is  determined,   in  a  final  judgment  by  a  court  of  competent
jurisdiction,  to have resulted primarily and directly from the gross negligence
or willful misconduct of that Indemnified Party.

     In the event of the assertion against any Indemnified Party of any claim or
the  commencement  of any  action  or  proceeding,  MYM  shall  be  entitled  to
participate  in such  action or  proceeding,  and in the  investigation  of such
claim, and after written notice from the Company, to assume the investigation or
defense of such claim,  action or  proceeding  with counsel of its choice at its
expense; provided however, that such counsel shall be reasonably satisfactory to
that Indemnified Party.  Notwithstanding MYM's election to assume the defense or
investigation of such claim,  action or proceeding,  any Indemnified Party shall
have the right to employ separate counsel (and local counsel,  if necessary) and
to  participate  in the  defense  or  investigation  of such  claim,  action  or
proceeding,  and the  Company  shall  advance  and bear the  expense  (including
reasonable fees and  disbursements) of such separate counsel.  In the event that
MYM shall have  assumed the  defense or  investigation  of any claim,  action or
proceeding,  the  Company may not settle any such  claim,  action or  proceeding
without the written consent of any Indemnified Party named as defendant therein.

     If for any  reason  the  foregoing  indemnification  is  unavailable  to an
Indemnified Party or is insufficient to hold it harmless as contemplated  herein
then the  indemnifying  party shall  contribute to the amount paid or payable by
the  Indemnified  Party as result of such loss,  claim,  liability or expense in
such  proportion  as it  appropriate  to reflect not only the relative  benefits
received by the Company and their affiliates,  on the one hand, and the Advisor,
or the  other  applicable  Indemnified  Party,  as the case may be, on the other
hand,  but also the relative  fault of the Company and their  affiliates and any
Indemnified  Party, as the case may be, as well as any other relevant  equitable
considerations,  subject  to the  limitation  that in any  event  the  aggregate
contribution  of all  Indemnified  Parties to all losses,  claims,  liabilities,
damages and expenses  shall not exceed the amount of fees  actually  received by
the Advisor  pursuant to this  Agreement.  It is hereby  further agreed that the
relative  benefits to MYM on the one hand and the Advisor on the other hand with
respect  to  any  transaction  or  proposed  transaction  contemplated  by  this
Agreement shall be deemed to be in the same proportion as (i) the total value of
the  transaction  to (ii)  the fee  paid to the  Advisor  with  respect  to such
transaction.

     No Indemnified party shall have any liability to MYM or any other person in
connection with the services rendered pursuant to this Agreement, except for the
liability  for  losses,   claims,  damages  or  liabilities  finally  judicially
determined to have resulted from such  Indemnified  Party's gross  negligence or
willful  misconduct.  The  indemnity,  contribution  and  expense  reimbursement
obligations  set forth herein shall be in addition to any  liability the Company
may have to an Indemnified  Party at common law or otherwise,  and shall survive
the expiration of the term of this Agreement.

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     If any personnel of an Indemnified Party appears as a witness,  are deposed
or are otherwise  involved in the defense of any action against any  Indemnified
Party,  MYM or any officer or director of the Company,  MYM will  reimburse such
Indemnified   Party  for  all  reasonable   out-of-pocket  and  direct  expenses
(including  the  reasonable  fees and  expenses of counsel for such  Indemnified
Party)  incurred by it by reason of any of its personnel  being  involved in any
such action and will  compensate  the Advisor for time spent,  by his  employees
preparing for and testifying as witnesses in any deposition or proceeding at the
Advisor's customary daily rates.

Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
internal  substantive laws, and not the choice of law rules, of the State of New
York.  Any suits,  claims,  causes of action,  or  disputes  arising  under this
Agreement  shall be  brought  in the  courts  of the State of New York or in the
United States District Court of the Southern District of New York.

Survival

     The fee,  expense  reimbursement  and  indemnification  obligations  of MYM
contained herein shall be in addition to any liability the Company may otherwise
have  to  the  Advisor,  or any  Indemnified  Parties,  and  shall  survive  the
termination hereof.

Company or Corporate Obligation

     The obligations of MYM hereto are solely company or corporate  obligations,
and no officer, director, employee, agent, member or controlling person shall be
subject  to any  personal  liability  whatsoever,  nor will  any  such  claim be
asserted by or on behalf of the Company or any person  relying on the written or
verbal conclusions of the Company.

Subsequent Transactions

     If at any time within one (1) year from any of the Closings,  MYM considers
retaining  an  investment  banker,  placement  agent or other  similar  agent in
connection  with any  related  or  unrelated  investment  banking  or  financing
services  for the  Company,  the Company  will use its  commercially  reasonable
efforts,  considering  its  other  relationships,   to  accord  the  Advisor  an
investment banking, placement and/or other similar agent role for such services.

Notice

     Notice given pursuant to any of the  provisions of this Agreement  shall be
in writing and shall be mailed or delivered  to (a) Make Your Move,  Inc. at 321
Broadway Boulevard, Reno, NV 89502, Attention: Henry Rolling, President; and (b)
George Schneider, at his offices at 40 West Elm Street, Greenwich, CT 06830.

Sole and Entire Agreement; Binding Effect

     This  Agreement  is the sole  and  entire  Agreement  between  the  parties
pertaining  to  its  subject  matter  and   supersedes  all  prior   agreements,
representations  and  understandings  of the parties.  No  modification  of this
Agreement  shall be binding  unless agreed to in writing by the Advisor and MYM.
This  Agreement  shall be  binding  on and  shall  inure to the  benefit  of the
successors  and  assigns  of the  parties  hereto  provided  that  neither  this
Agreement nor any of the Advisors' rights, undertakings or obligations hereunder
may be assigned by the Advisor without the prior written consent of the Company.

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<PAGE>

     Kindly   indicate   your  assent  to  the  terms  and   conditions  of  our
understanding  by  signing  this  Agreement,   whereupon  this  Agreement  shall
constitute a binding  contract  between MYM and the Advisor.  Please  return one
copy of this  Agreement  (the  other  copy of which is for your  files) and your
payment of $2,500,  representing  the pro rata June 2001 payment of the Retainer
Fee, to the Advisor.

Very truly yours,

By:/s/George Schneider
--------------------------
George Schneider

The foregoing has been read,  understood and approved,  and the undersigned does
hereby agree to retain George Schneider upon the terms and conditions  contained
herein. By execution hereof, the undersigned represents full power and authority
to bind Make Your Move, Inc. to the terms and conditions hereof.

Agreed and accepted this 19 day of June 2001:

Make Your Move, Inc.

By   /s/Henry L. Rolling
------------------------
     Henry L. Rolling
     President



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