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                                                                EXHIBIT 99.3


                   CONSULTING AGREEMENT AND COMPENSATION PLAN


THIS AGREEMENT is entered into as of this 5th day of December 2000 by and
between Solomon Alliance Group, Inc. (the "Company") and Raymond J. Stewart
("Consultant").

                                    RECITALS:

A. The Company's shares are traded on the NASDAQ OTC Bulletin Board quotation
system and the Company desires to engage Consultant to assist the Company with
business strategy and development activities.

B. Consultant has advised the Company that he has the necessary expertise and
knowledge to properly assist the Company in the development of the Company and
its business.

NOW, THEREFORE, in consideration of and based upon the Recitals, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1.   DESCRIPTION OF SERVICES. Following execution hereof by both parties,
     Consultant will assist in the identification of a business suitable for
     acquisition by the Company and assist the Company in its completion of the
     transaction (collectively, the "Services"). The Consultant will not provide
     any Services under this Agreement that involve the financing of the Company
     through an issuance of securities or promoting or maintaining a market for
     the Company's securities.

2.   COMPENSATION FOR SERVICES. As compensation for Services, the Company will
     issue to Consultant shares of its $0.001 par value common stock in an
     amount equal to five percent of the number of shares to be issued to the
     sellers of the business to be acquired by the Company in payment of the
     purchase price, said shares to be issued to the Consultant at the time of
     each such issuance of shares to the sellers.

3.   RESERVATION OF SHARES. The maximum number of authorized but unissued shares
     of the Company's Common Stock that the Company may be required to issue
     under this Plan is hereby reserved for such purpose. The Board of Directors
     may increase the number of shares subject to this Plan as it may deem
     necessary or advisable for additional grants or as a consequence of a stock
     split or other reorganization or recapitalization affecting all Common
     Shares.

4.   CAPITAL ADJUSTMENTS. The number and consideration of shares of Common Stock
     covered by each award and the total number of shares that may be granted or
     sold under the Plan shall be proportionally adjusted to reflect, subject to
     any required action by stockholders, any stock dividend or split,
     recapitalization, merger, consolidation, spin-off, reorganization,
     combination or exchange of shares or other similar corporate change.

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5.   RULE 428 PROSPECTUS INFORMATION. The parties agree that this Agreement
     shall be deemed an "employee benefit plan" as defined in Rule 405 of
     Regulation C under the Securities Act of 1933 and that the "plan" shall be
     self administered by Consultant. Consultant acknowledges the following:

         (a)  The Company will cause to be filed a registration statement on
              Form S-8 to register the common stock issued to Consultant by the
              Company pursuant to this agreement and to register the resale of
              that common stock.

         (b)  The information contained in Form S-8 and any resale prospectus
              may disclose details concerning this agreement, which disclosure
              will not be confidential.

         (c)  This Agreement is compensatory in nature and purpose with respect
              to obligations of the Company owing to Consultant, which from time
              to time will be current obligations, and is not subject to any
              provisions of the Employee Retirement Income Security Act of 1974.

         (d)  Consultant shall self-administer this plan and has the sole
              discretion to dispose of or distribute the securities issued under
              this Agreement, unless prohibited by law.

         (e)  The common stock of the Company issued under this agreement has
              been registered under Section 12(g) of the Securities Exchange Act
              of 1934.

         (f)  As an "employee benefit plan" this agreement is limited to the
              benefit of Consultant. The Company, however, may enter into
              similar agreements, from time to time which, constitute separate
              employee benefit plans for other consultants, advisors, employees,
              directors or officers of the Company.

         (g)  Consultant is not required to contribute toward the securities
              issued under this agreement, except for services rendered by
              Consultant under this agreement.

         (h)  Given the nature of this agreement as compensatory in nature and
              purpose and the sole discretion of Consultant in administering
              this plan, the Company will not issue any reports concerning the
              plan to Consultant, other than to provide an annual recap of the
              securities issued and cash paid hereunder as required by the
              Internal Revenue Code and appurtenant rules and regulations.

         (i)  This plan is not qualified under Section 401 of the Internal
              Revenue Code of 1986. The value of the securities issued under
              this agreement constitutes ordinary income to Consultant.

         (j) This agreement cannot be assigned or hypothecated by Consultant.

         (k) This agreement will terminate or be forfeited as provided herein.

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         (l)  This agreement does not provide for the holding of securities,
              funds or other assets and, as such, no lien has or may be created
              on any such securities, funds or assets.

6.   NON-CIRCUMVENTION. In and for valuable consideration, the Company
     hereby agrees that Consultant may take actions to introduce the Company
     (whether conveyed in written, oral or data format, or otherwise by
     Consultant) to certain business opportunities proprietary to Consultant
     (the "Opportunities") for the benefit of the Company. The Company
     further acknowledges and agrees that the identity of the subject
     Opportunities, and all other information concerning the Opportunity
     (including without limitation, all mailing information, phone and fax
     numbers, email addresses and other contact information) introduced
     hereunder are proprietary to Consultant, and shall be treated as
     confidential information. For a period of one (1) year following the
     most recent substantive activity of the parties hereto with respect to
     a particular Opportunity, the Company shall not use such information
     except in the context of any joint venture with Consultant or other
     participation as agreed by Consultant. The parties agree that the
     intent of this provision is to compensate Consultant for the
     identification of business opportunities and not to convey proprietary
     rights to all contact with an entire organization, not itself a
     principal in the Opportunity, by virtue of an introduction of an
     Opportunity which includes a party which happens to be associated with
     such organization. The parties further agree that the term
     "Opportunities" does not include any existing or potential individuals
     or businesses that are already known to the Company or become known to
     the Company as a result of Services being provided under Section One of
     this Agreement at the time it is introduced by (a) virtue of being
     generally known to the public; (b) having been previously introduced by
     a third party; or (c) having been independently developed by the
     Company without assistance, directly or indirectly, of Consultant.

7.   TERM; TERMINATION. Following the closing of the above-referenced
     acquisition, this Agreement may be terminated by either party upon
     fifteen (15) days' notice.

8.   CONFIDENTIAL INFORMATION; TRADE SECRETS. Consultant shall not at any time
     or in any manner, either directly or indirectly, use for the personal
     benefit of Consultant, or divulge, disclose, or communicate in any manner
     any information that is proprietary to the Company without the Company's
     express written consent. Consultant will protect such information and treat
     it as strictly confidential and shall not use or disclose to any person or
     entity any Confidential Information or trade secrets of the Company other
     than as necessary in the fulfillment of the Services. This paragraph shall
     be effective both during the Term hereof and after the termination of this
     Agreement.

9.   REGISTRATION OF SHARES. Consultant shall have "piggy-back" registration
     rights applicable to all shares issued pursuant hereto. In addition to the
     foregoing, the Company agrees to register with the Securities and Exchange
     Commission all shares issued hereunder on federal securities Form S-8,
     promulgated under the Securities Act of 1933, as amended.

10.  INDEPENDENT CONTRACTOR. It is understood and acknowledged by both parties
     that the Consultant is acting as independent contractor and not as an agent
     or employee of the Company and, therefore, may not enter into any
     agreements or incur any obligations or expenses on behalf of the Company
     other than as described herein. The Consultant further

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     agrees not to disclose material information about the Corporation and its
     business and shall not be retained by any individual or corporation with
     similar business interests as the Corporation or the targeted acquisitions
     for a period of one year.

11.  COUNTERPARTS. This Agreement may be executed in any number of counterparts
     by one original or facsimile signature of Consultant and Solomon Alliance
     Group, Inc. each of which counterparts, when executed and delivered, shall
     be an original but such counterparts together shall constitute one and the
     same instrument. Any signature on a facsimile copy of the Agreement of any
     document hereafter shall be binding and valid as if made on the original
     copy of the Agreement or document.

12.  CHOICE OF LAW AND INTERPRETATION. This Agreement shall be governed by, and
     shall be construed in accordance with, the laws of the jurisdiction
     designated by the Company. In the event that any provision of this
     Agreement becomes or is declared by an arbitrator to be illegal,
     unenforceable or void, this Agreement shall continue in full force and
     effect without said provision.

13.  ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
     parties and there are no other promises or conditions in any other
     agreement whether oral or written. By their execution hereof, each party
     (for itself and for any of its professional advisors or agents), agrees
     that neither has any claim, or may assert any obligation, monetary or
     otherwise, against the other except as may be set forth herein.

14.  SEVERABILITY. If any provision of this Agreement shall be held to be
     invalid or unenforceable for any reason, the remaining provisions shall
     continue to be valid and enforceable. If a court finds that any provision
     of this Agreement is invalid or unenforceable, but that by limiting such
     provision it would become valid and enforceable, then such provision shall
     be deemed to be written, construed, and enforced as so limited.

15.  DISPUTES AND EXPENSES. In the event of any dispute, the parties agree to
     first submit to mediation pursuant to the rules of the American Arbitration
     Association. If mediation is instituted (or if suit is brought subsequent
     to conclusion of mediation) or an attorney must be paid by any party hereto
     to enforce the terms of this Agreement, or to collect money damages for
     breach hereof, the prevailing party shall be entitled to recover, in
     addition to any other remedy, reimbursement for reasonable attorneys' fees,
     court costs, costs of investigation and other related expenses incurred in
     connection therewith.

16.  MISCELLANEOUS. This Agreement can only be modified by written agreement
     executed by the parties. The parties have been advised by counsel of their
     own choice, and this Agreement is executed by each party voluntarily and
     with full knowledge of its significance. Unless otherwise provided herein,
     any provision hereof which imposes an obligation after termination of this
     Agreement shall survive the termination or expiration hereof and be binding
     on the parties. This Agreement shall be binding on the successors and legal
     representatives of the parties.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.


SOLOMON ALLIANCE GROUP, INC.                  RAYMOND J. STEWART


By: /s/ Thomas I. Weston, Jr.                 /s/ Raymond J Stewart
    ----------------------------              -------------------------------
    Thomas I. Weston, Jr.                     Raymond J Stewart
    President & CEO

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