CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement") is made and executed as of
the first day of May, 2001, by and between PREMIER SPORTS MEDIA AND
ENTERTAINMENT GROUP, INC., a New York corporation having an office at 30 Broad
Street, 43rd New York, New York 10004, (the "Company"), and LORI MUSUMECI AND OR
ASSIGNS, an individual residing 99 Crescent Lane Roslyn Heights, New York 11577
in the State of New York (the "Consultant").


                               W I T N E S S E T H
                               -------------------

         WHEREAS, the Company is in the business of Sports and Entertainment,
most significantly for Media; and

         WHEREAS, the Company wishes to avail itself of the Consultant's
expertise and experience in the Boxing Promotion business and desires to engage
the Consultant to perform various consulting services for the Company upon the
terms and conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:

         1.       Engagement. The Company hereby engages the Consultant, and the
Consultant hereby accepts the engagement and agrees to serve the Company, as a
consultant to the Company.

         2.       Term. The term of this Agreement shall commence on the date
hereof and shall continue for a term of one (1) year.

         3.       Services. During the term of this Agreement, the Consultant
shall assist the Company by providing general business advice to the Company on
matters relating to producing and promoting Boxing events as reasonably
requested from time-to-time by the Company on a non-exclusive basis. The
Consultant shall be reasonably available for up to twenty (20) hours each week
to advise and consult, in person at the offices of the Company or home office at
Mrs. Musumeci's discretion.

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         4.       Payment for Services. The Company shall pay to the Consultant
a fee (the "Consulting Fee") of $52,000.00 (FIFTY TWO THOUSAND) Dollars. The
terms of the said agreement, is to commence on May 1st 2001 and to be paid
bi-weekly.

         5.       Termination of Consultant's Obligations. The Capital Company
shall have the right at any time to elect not to avail itself of any of the
Consultant's services under this Agreement. Nevertheless, the obligation of the
Company to continue to pay the full amount of the Consulting Fee hereunder as
provided herein shall not terminate. However, in the event of the death of the
Consultant prior to the expiration of the term of this Agreement, the Company
shall continue to pay the remaining balance of the Consulting Fee in accordance
with provisions of Section 4 hereof to the Consultant's designee; provided,
however, that the Consultant's designee may at such designee's option elect to
receive such payments over a longer period of time.

         6.       Waiver. No delay or failure by any party hereto in exercising
any right, power or privilege under this Agreement, or under any other
instrument or document given in connection with or pursuant to this Agreement,
shall impair any such right, power or privilege or be construed as a waiver of
any default or any acquiescence therein. No single or partial exercise of any
such right, power or privilege shall preclude the further exercise of such
right, power or privilege, or the exercise of any other right, power or
privilege.

         7.       Entire Agreement: Amendment. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof, and supersedes all prior oral and written agreements, commitments or
understandings with respect to the matters provided herein. This Agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change modification extension, or
discharge is sought.

         9.       Severability. If any part or any provision of this Agreement
shall be invalid or unenforceable under applicable law, said part or provisions
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining provisions of this Agreement, which
shall be construed as if such invalid parts or provisions had not been inserted.

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<PAGE>

         10.      Arbitration. Any dispute between the Company and the
Consultant over any of the terms of this Agreement and all proceedings with
respect to the enforcement of any of the terms of this Agreement shall be
submitted to the American Arbitration Association in the City of New York, State
of New York for arbitration under its then prevailing rules, the arbitrator(s)
to be selected as follows: Each of the parties hereto shall by written notice to
other have the right to appoint one arbitrator. If, within thirty (30) days
following the giving of such notice by one party, the other shall not, by
written notice, appoint another arbitrator, the first arbitrator shall be the
sole arbitrator. If two arbitrators are so appointed, they shall appoint a third
arbitrator. If thirty (30) days following the giving of such notice by one
party, the other shall not, by written notice, appoint another arbitrator, the
first arbitrator shall be the sole arbitrator. If two arbitrators are so
appointed, they shall appoint a third arbitrator. If thirty (30) days elapse
after the appointment of the second arbitrator and the two arbitrators are
unable to agree upon the third arbitrator, then either party may, in writing,
request the American Arbitration Association to appoint the third arbitrator.
The award made in the arbitration shall be binding and conclusive on the parties
and judgment may be, but need not be, entered in any court having jurisdiction.
Such award shall include the fixing of the costs, expenses and reasonable
attorney's fees of arbitration, which shall be borne by the unsuccessful party.

         11.      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (BUT
NOT INCLUDING THE CHOICE OF LAW RULES THEREOF).

         12.      Headings. The headings of the Sections contained in this
Agreement are inserted for convenience only and do not form a part of or affect
the meaning, construction or scope thereof.

         13.      Notices. All notices, requests, demands and other
communications provided for by this Agreement shall be made by regular mail
addressed to the parties at the addresses listed above, unless a change of
address is indicated by one of the parties to this Agreement. Copies of any such
notices, requests, demands and other communications delivered to the Consultant
shall also be delivered to the Consultants private office either by mail or via
fax.

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         14.      Miscellaneous. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective heirs, executors,
administrators, successors and permitted assigns.





                           [Signature Page to Follow]


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.


PREMIER SPORTS MEDIA AND ENTERTAINMENT GROUP, INC.



By:    John C. Meringolo                       /s/ JOHN C. MERINGOLO
Title: Chairman & Chief Operating Officer      ------------------------------

&



/s/ LORI MUSUMECI
------------------------------
Lori Musumeci







      [Signature Page to Premier Sports Media and Entertainment Group, Inc.
                              Consulting Agreement]



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