EXHIBIT 10.1

                          CONSULTING SERVICES AGREEMENT
                          -----------------------------

         This Consulting Services Agreement (this "Agreement"), is made as of
the 21st day of February, 2003, by and between Medi-Hut Co., Inc., a Nevada
corporation having a principal place of business at 1345 Campus Parkway, Wall,
New Jersey 07753 ("Medi-Hut"), and Century Capital Associates LLC, a Delaware
limited liability company having a principal place of business at 215 Morris
Avenue, Spring Lake, New Jersey 07762 ("Century Capital").

                                    Recitals
                                    --------

(a)      Century Capital provides a full range of consulting services,
         including, without limitation, strategic review and analysis of
         operations, products, systems, controls, management and personnel,
         general corporate advisory services, management services, operations
         support, business development, and financial advisory services, to
         companies in various life science business segments, including, without
         limitation, biotechnology, medical devices and pharmaceuticals.

(b)      Medi-Hut is in the business of (i) wholesale distribution of
         over-the-counter pharmaceutical products and medical devices provided
         by various suppliers, and (ii) the design, manufacture and wholesale
         distribution of medical products.

(c)      Medi-Hut desires to contract with Century Capital and retain Century
         Capital to provide the consulting services offered by Century Capital
         in accordance with and pursuant to the terms and conditions set forth
         in this Agreement.

         NOW, THEREFORE, in consideration of the promises, representations and
obligations contained in this Agreement, and for other good and valuable
consideration as set forth in this Agreement, Medi-Hut and Century Capital agree
as follows:

1.       TERM AND TERMINATION

         1.1.     Term. This Agreement shall be deemed to have commenced as of
                  February 1, 2003 (the "Effective Date") and will continue for
                  a term of two (2) years, ending on January 31, 2005 (the
                  "Initial Term"), and will thereafter renew automatically for
                  additional one (1) year terms (each, a "Successive Term"),
                  unless terminated as provided below.

         1.2.     Termination.

                  (a)   Non-Renewal. Either party shall have the right not to
                        renew this Agreement at the conclusion of the Initial
                        Term or at the conclusion of any Successive Term, upon
                        written notice to the other party given at least one
                        hundred twenty (120) days prior to the expiration of the
                        Initial Term or Successive Term, as the case may be.

                        (i)   Non-Renewal by Medi-Hut. In the event this
                              Agreement is not renewed by Medi-Hut, Century
                              Capital shall be entitled to receive payment from


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                              Medi-Hut on the termination date of a lump-sum
                              amount equal to the sum of (a) all monthly fees
                              which are due and payable and which were required
                              to be paid prior to the termination date, plus (b)
                              all reimbursable expenses incurred on or prior to
                              the termination date, plus (c) an amount equal to
                              the product of Century Capital's monthly fee
                              ($75,000 or such greater amount as may be agreed
                              to by the parties) multiplied by the number six
                              (6), plus (d) the amount of any unpaid annual
                              bonus earned by Century Capital during the period
                              this Agreement remained in full force and effect.

                        (ii)  Non-Renewal by Century Capital. In the event this
                              Agreement is not renewed by Century Capital,
                              Medi-Hut shall pay Century Capital on the
                              termination date, all monthly fees which are due
                              and payable and which were required to be paid
                              prior to the termination date, all reimbursable
                              expenses incurred on or prior to the termination
                              date, and the amount of any unpaid annual bonus
                              earned by Century Capital during the period this
                              Agreement remained in full force and effect;
                              provided that the bonus shall be paid in the
                              ordinary course in accordance with Medi-Hut's
                              normal bonus payment schedule.

                  (b)   Termination for Cause by Medi-Hut. Medi-Hut can
                        terminate this Agreement for cause if Century Capital
                        fails to materially perform the consulting services to
                        be provided pursuant to this Agreement; provided that
                        (i) the determination of material nonperformance of
                        service is made by a majority of the independent members
                        of Medi-Hut's Board of Directors (i.e., those directors
                        with no affiliation with Medi-Hut other than in their
                        capacity as directors), (ii) the material nonperformance
                        is particularly described in a written notice to be
                        issued by the Medi-Hut Board of Directors and delivered
                        to Century Capital, (iii) Century Capital has sixty (60)
                        days from receipt of the written notice to cure the
                        material nonperformance, and (iv) the determination that
                        Century Capital has not cured its material
                        nonperformance is made by a majority of the independent
                        members of the Medi-Hut Board of Directors.

                        Upon termination for cause by Medi-Hut, Century Capital
                        is entitled to be paid all monthly fees which are due
                        and payable and which were required to be paid prior to
                        the termination date and is entitled to be reimbursed
                        for all expenses incurred on or prior to the termination
                        date.

                  (c)   Termination for Cause by Century Capital. Century
                        Capital can terminate this Agreement for cause upon (i)
                        any breach of this Agreement by Medi-Hut which is not
                        cured within thirty (30) days of receipt of written
                        notice from Century Capital which identifies the
                        incident(s) of breach, (ii) the breach by Medi-Hut of
                        any other agreement by and between Medi-Hut and Century


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                        Capital, or the breach of any instrument or note issued
                        by Medi-Hut to Century Capital, (iii) the failure of
                        Medi-Hut to pay in full any compensatory fee or bonus,
                        reimburse any expense, or pay any other amount to
                        Century Capital, when such amount is due and payable,
                        unless the payment of such amount owed is deferred at
                        the sole option of Century Capital, (iv) any change in
                        or election or appointment to the office or position of
                        Chief Executive Officer or Chief Financial Officer of
                        Medi-Hut without the prior written approval of Century
                        Capital, (v) the failure by Medi-Hut to adopt and
                        implement any material recommendation made by Century
                        Capital, (vi) the inability or failure of Medi-Hut to
                        file its Annual Report on Form 10-K for the fiscal year
                        ended October 31, 2002, with the Securities and Exchange
                        Commission ("SEC") on or before June 1, 2003, or the
                        inability or failure to file with the SEC on a timely
                        basis any subsequent periodic report pursuant to Section
                        13 or 15(d) of the Securities Exchange Act of 1934, as
                        amended (the "Exchange Act"), (vii) the suspension of
                        trading in Medi-Hut common stock, $0.001 par value per
                        share, for a period of more than sixty (60) consecutive
                        days, or the delisting of Medi-Hut common stock by the
                        NASDAQ Stock Market(R), (viii) the failure of Medi-Hut
                        to take all necessary action required to reconstitute
                        the Medi-Hut Board of Directors on or before July 1,
                        2003, so that the reconstituted Board of Directors shall
                        consist of seven (7) members, at least four (4) of whom
                        shall qualify as "Independent Directors" under the
                        applicable rule of the National Association of
                        Securities Dealers listing standards, (ix) the
                        appointment or election of any member to the Medi-Hut
                        Board of Directors without the prior written approval of
                        Century Capital, or (x) Medi-Hut suspending or
                        discontinuing its business, making an assignment for the
                        benefit of creditors, not paying its debts as such debts
                        become due, voluntarily filing a petition in bankruptcy,
                        being the subject of an involuntary bankruptcy filing if
                        such filing is not dismissed within forty-five (45)
                        days; or having a receiver appointed for its assets.

                        In the event Century Capital consents to or recommends,
                        in writing, any of the events set forth above which
                        could trigger a for cause termination by Century Capital
                        of this Agreement, such event shall not give rise to a
                        for cause termination of this Agreement. In addition, in
                        the event Century Capital waives, in writing, its right
                        to declare a for cause termination upon the happening of
                        one of the events set forth above, such event shall not
                        give rise to a for cause termination of this Agreement.
                        Further, this Agreement cannot be terminated for cause
                        by Century Capital pursuant to subparts (vii) or (x)
                        above, if any such event was caused by the actions or
                        inaction of Century Capital.

                        In the event this Agreement is terminated by Century
                        Capital for cause, Century Capital shall be entitled to
                        receive payment from Medi-Hut on the termination date of


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                        a lump sum amount equal to the sum of (a) all monthly
                        fees which are due and payable and which were required
                        to be paid prior to the termination date, plus (b) all
                        reimbursable expenses incurred on or prior to the
                        termination date, plus (c) an amount equal to the
                        product of Century Capital's monthly fee ($75,000 or
                        such greater amount as may be agreed to by the parties)
                        multiplied by the number of full months remaining in the
                        Initial Term, if termination for cause occurs in the
                        Initial Term, or in a Successive Term, if termination
                        occurs in a Successive Term, provided that such number
                        shall not be less than six (6), plus (d) the full amount
                        of the bonus target established for the year of
                        termination. In addition, all warrants held by Century
                        Capital shall vest and be immediately exercisable.

2.       INDEPENDENT CONTRACTOR

         2.1.     Independent Contractor Relationship. At all times the
                  relationship between Medi-Hut and Century Capital and Century
                  Capital's principals, employees, members, administrators,
                  contractors, agents and other representatives who render
                  services on its behalf to Medi-Hut, shall be that of an
                  independent contractor and not as an employee, agent, or
                  partner of Medi-Hut. Nothing in this Agreement shall be
                  construed or interpreted as creating or establishing the
                  relationship of employer and employee by and between Medi-Hut
                  and Century Capital or by and between Medi-Hut and any
                  principal, employee, member, administrator, contractor, agent
                  or other representative of Century Capital. During the term of
                  this Agreement, Century Capital and its principals, employees,
                  members, administrators, contractors, agents and other
                  representatives, in particular, David R. LaVance and Thomas S.
                  Gifford, retain the right to provide consulting services to
                  other parties provided that such services do not materially
                  interfere with the services to be rendered pursuant to this
                  Agreement.

         2.2.     Compensation of Century Capital Personnel. Century Capital
                  agrees that it is responsible for the payment of compensation
                  for services rendered to Medi-Hut under this Agreement by
                  Century Capital's principals, employees, members, contractors,
                  administrators, agents and other representatives, as well as
                  responsible for withholding, paying and remitting all
                  applicable federal, state and local withholding and payroll
                  taxes. In addition, all other employment related benefits made
                  available to the principals, employees, members,
                  administrators, contractors, agents or other representatives
                  of Century Capital, if any, including, without limitation,
                  health insurance, shall be provided by Century Capital.

         2.3.     Compliance of Personnel with this Agreement. Century Capital
                  shall be responsible for ensuring that its principals,
                  employees, members, administrators, contractors, agents and
                  other representatives comply with all provisions of this
                  Agreement.


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3.       SERVICES TO BE PERFORMED

         3.1.     Nature of Consulting Services. Medi-Hut hereby engages Century
                  Capital to provide the following consulting services:

                  (a)   General Corporate and Business Advisory Services.
                        Century Capital shall undertake a "top to bottom"
                        strategic review and analysis of, and on an ongoing
                        basis shall recommend with respect to, Medi-Hut's
                        business operations, systems and controls, including
                        products and product lines, manufacturing capacity,
                        sales and distribution channels, marketing programs and
                        efforts, accounting and financial reporting systems,
                        inventory control, cash management, resource allocation,
                        regulatory compliance, corporate infrastructure,
                        management structure, human resources and employee
                        benefits.

                  (b)   Strategic Business Advisory Services. On an ongoing
                        basis, Century Capital shall review, analyze, structure
                        and recommend with respect to strategic business issues,
                        matters and developments, including current and
                        long-term strategic business and action plans, product
                        and service development (including next generation
                        products and services), business reorganization and
                        restructuring strategy planning, market analysis and
                        strategy, business opportunities and strategic
                        alternatives.

                  (c)   Financial Advisory Matters and Corporate Transactions.
                        On an ongoing basis, Century Capital shall consult with
                        Medi-Hut with respect to financial issues, matters and
                        developments and corporate transactions, and will assist
                        in sourcing, reviewing, analyzing, structuring,
                        negotiating and preparing current and long-term
                        financial projections, forecasts and budgets, financial
                        strategy, resource allocation, internal capital
                        restructuring, debt restructuring, corporate financing,
                        private, public and institutional capital models,
                        structures and opportunities, acquisitions, mergers,
                        combinations, alliances and other corporate transaction
                        activities and opportunities.

         3.2.     Means of Performing Services; Century Capital Personnel.
                  Century Capital shall determine the methods, procedures and
                  means of performing and accomplishing the consulting services
                  under this Agreement. Century Capital shall select the
                  individuals to perform the services under this Agreement,
                  provided that Mr. LaVance and Mr. Gifford shall be the
                  principal representatives of Century Capital providing the
                  services hereunder. Century Capital shall have the right to
                  hire, on behalf or for the benefit of Medi-Hut, outside
                  professionals, including attorneys, accountants, and other
                  advisors and consultants, to assist it in connection with the
                  services to be rendered pursuant to this Agreement. Medi-Hut
                  shall directly pay all the fees and costs associated with the
                  services provided by the aforementioned professionals. The
                  Board of Directors of Medi-Hut shall be entitled to review the
                  progress and results of the services being rendered, including
                  the right to review, make suggestions or recommendations as to
                  the details of the services.


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         3.3.     Reporting. Century Capital shall report directly to and take
                  direction from the Medi-Hut Board of Directors. Within four
                  (4) months of the date of this Agreement, Medi-Hut shall form
                  a special committee of the Board of Directors to be comprised
                  solely of independent members of the Board of Directors (the
                  "Special Committee"). Upon the creation of the Special
                  Committee, Century Capital shall report to the Special
                  Committee instead of the Board of Directors. Century Capital
                  shall consult directly with the Chief Executive Officer and
                  Chief Financial Officer of Medi-Hut.

         3.4.     Location of Work. In its sole discretion, Century Capital and
                  its personnel will perform the consulting services hereunder
                  at Medi-Hut's principal business offices in Wall, New Jersey,
                  at Century Capital's offices located in Spring Lake, New
                  Jersey and Raleigh, North Carolina, or at any other location
                  deemed necessary by Century Capital. To the extent services
                  will be performed at Medi-Hut's principal business offices,
                  Medi-Hut agrees to provide work space and facilities, and any
                  other services and materials Century Capital or its personnel
                  may reasonably request in order to perform their services.
                  With respect to Mr. LaVance and Mr. Gifford, Medi-Hut shall
                  provide each with an office at its principal business offices
                  that is commensurate with office space made available to the
                  executive officers of Medi-Hut.

         3.5.     Accessibility. It is recognized by both parties that the
                  critical nature of the work to be performed by Century Capital
                  and its personnel requires that Century Capital and its
                  personnel have complete, unfettered and unlimited access to
                  all aspects of the business operations of Medi-Hut, including,
                  without limitation, all Medi-Hut facilities, files, records,
                  documents, notes, instruments, agreements, officers,
                  directors, employees, agents, contractors and representatives.

         3.6.     Position and Title. From time, to time, Medi-Hut and Century
                  Capital will review the perception in the business and capital
                  markets of Century Capital's role and relationship with
                  Medi-Hut to determine whether it is critical for Medi-Hut to
                  assign an acting senior level title to a representative of
                  Century Capital in order for Medi-Hut to maximize the benefit
                  of its relationship with Century Capital. If such a mutual
                  determination is made, Mr. LaVance will be appointed Chief
                  Executive Officer of Medi-Hut and Mr. Gifford will be
                  appointed an Executive Vice President and Chief Financial
                  Officer of Medi-Hut. The appointment to such positions and the
                  assignment of such titles will not affect the compensation due
                  and payable to Century Capital, nor the manner in which such
                  compensation is paid, under this Agreement, and Mr. LaVance
                  and Mr. Gifford will continue to be treated as independent
                  contractors with respect to Medi-Hut for purposes of
                  compensation. In other words, no additional compensation will
                  be paid to Mr. LaVance and Mr. Gifford for assuming executive
                  officer positions at Medi-Hut, other than the compensation
                  provided for herein. Medi-Hut represents and warrants to
                  Century Capital that it has obtained and been issued a $2
                  million primary Directors' and Officers' Liability Insurance
                  Policy issued by Royal Sun Alliance and a $3 million excess
                  coverage Directors' and Officers' Liability Insurance Policy


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                  issued by Crum & Foster (collectively, the "D&O Policy"). Upon
                  the making of any such appointment, Medi-Hut shall immediately
                  notify its carrier which has issued the D& O Policy, and each
                  of Mr. LaVance and Mr. Gifford will be added as a covered
                  party under such D&O Policy. Medi-Hut will maintain such D&O
                  Policy in full force and effect during the time that Mr.
                  LaVance and Mr. Gifford hold such position or any other
                  position as an officer or director of Medi-Hut and for a
                  period of two (2) years following the termination of all
                  positions as officers and directors of Medi-Hut. Following
                  termination of all positions as officers and directors of
                  Medi-Hut, each of Mr. LaVance and Mr. Gifford is entitled to
                  receive an endorsement or other customary form of confirmation
                  from the carrier of the D&O Policy that he is covered as a
                  former officer and director of Medi-Hut.

4.       COMPENSATION

         4.1.     Monthly Fee. Century Capital is entitled to receive a monthly
                  consulting fee in the amount of Seventy-Five Thousand Dollars
                  ($75,000), payable on the first business day of each month
                  during the Initial Term and each Successive Term; provided,
                  however, that the monthly consulting fee for February, 2003
                  shall be Thirty-Seven Thousand Five Hundred Dollars ($37,500).
                  The payment of any portion of the monthly consulting fee may
                  be deferred until a later date at the sole option of Century
                  Capital. The basis for any such deferment would be related to
                  potential cash flow issues. Prior to the commencement of a
                  Successive Term, the Board of Directors of Medi-Hut shall
                  review and may increase, but shall not decrease, the amount of
                  the monthly fee.

         4.2.     Expenses. Medi-Hut shall promptly reimburse Century Capital
                  and its personnel, for all reasonable and customary
                  out-of-pocket expenses, including, without limitation, travel,
                  hotel, meal and other business related expenses associated
                  with the services provided pursuant to this Agreement. These
                  expenses shall include all reasonable and customary travel
                  related expenses, including, without limitation, airfare,
                  rental car and hotel, for travel by Mr. LaVance between North
                  Carolina and New Jersey in connection with providing services
                  pursuant to this Agreement. In addition, all reasonable legal
                  fees and expenses incurred by any of Century Capital, Mr.
                  Gifford and Mr. LaVance in connection with the preparation and
                  performance of this Agreement and any other matter concerning
                  Medi-Hut, will be paid by Medi-Hut.

         4.3.     Bonuses. During the Initial Term and each Successive Term,
                  Century Capital shall be entitled to earn an annual bonus in
                  an amount not less than one hundred twenty-five thousand
                  dollars ($125,000). The annual bonus shall be based on the
                  performance of the Consultants for each one year period
                  commencing February 1 and ending January 31 during the period
                  this Agreement remains in effect. In the event that this
                  Agreement terminates prior to the conclusion of the then
                  current one year period, the annual bonus will be pro rated.
                  Century Capital and Medi-Hut agree to negotiate and agree in
                  good faith on the annual bonus criteria.


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                  During the Initial Term and each Successive Term of this
                  Agreement, and for a period of twenty-four (24) months after
                  the effective termination date of this Agreement, Century
                  Capital is entitled to receive from Medi-Hut a transaction
                  bonus in cash which shall be not less than two and one-half
                  percent (2.5%) of (i) the aggregate consideration to be paid
                  in connection with a sale or acquisition of Medi-Hut, whether
                  Medi-Hut is the surviving entity, and whether by stock
                  purchase, tender offer, merger, consolidation, combination,
                  reorganization, recapitalization or other corporate
                  transaction or business combination, or in connection with a
                  sale of all or substantially all of Medi-Hut's assets, (ii)
                  the aggregate consideration to be paid in connection with a
                  Change in Control (as hereinafter defined) of Medi-Hut, and
                  (iii) the gross proceeds raised by Medi-Hut in each corporate
                  finance transaction, whether public, private or institutional
                  financing, whether as debt or for equity, and whether raised
                  in connection with or for financial restructuring,
                  recapitalization, capital investment, or general working
                  capital purposes. If any transaction described in (i), (ii) or
                  (iii) above commences prior to, but is not completed until
                  after, the end of the twenty four month period following the
                  effective termination date of this Agreement, Century
                  Capital's right to receive and Medi-Hut's obligation to pay
                  the transaction fee under this Section 4.3 shall be extended
                  until the completion of the transaction. For purposes of this
                  Agreement, "Change in Control" shall mean any transaction
                  which is effected in such a way that holders of more than
                  fifty percent (50%) of the shares of Medi-Hut common stock
                  then outstanding are entitled to receive (either directly or
                  upon subsequent liquidation) stock, securities or assets
                  (including cash) of another person with respect to or in
                  exchange for Medi-Hut common stock.

                  The obligation of Medi-Hut to pay the annual or transaction
                  bonus or any other compensation or expense hereunder shall
                  survive termination of this Agreement.

         4.4.     Warrants. Upon execution of this Agreement, Medi-Hut will
                  issue to Century Capital non-cancelable warrants to purchase
                  one million, five hundred thousand (1,500,000) shares of
                  Medi-Hut common stock at a purchase price of $1.34 a share.
                  The warrants shall vest as follows: (i) 375,000 warrants vest
                  and are exercisable on the Effective Date, and (ii) 46,875
                  warrants will vest and become exercisable on the last day of
                  each month during the Initial Term commencing with February
                  28, 2003 and ending on January 31, 2005. The warrants will
                  have a ten (10) year life and will have such other customary
                  terms and provisions, including, without limitation,
                  anti-dilution adjustments, demand and piggy-back registration
                  rights, acceleration of vesting upon a change in control, or
                  upon nonrenewal of this Agreement by Medi-Hut, or termination
                  of this Agreement for cause by Century Capital, and cashless
                  exercise of the Warrants, as set forth in a term of warrant
                  agreement and warrant deemed acceptable and satisfactory to
                  Century Capital.

                  Century Capital represents that it is acquiring the warrants
                  for its own account, for investment and not with a view to the
                  distribution thereof, nor with any present intention of


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                  selling or otherwise disposing of the warrants or the
                  underlying shares of common stock, and will not sell or
                  otherwise transfer the warrants or the underlying shares of
                  common stock except in accordance with applicable federal and
                  state securities laws, and acknowledges that the warrant
                  certificates and stock certificates evidencing the warrants
                  and underlying shares of common stock shall bear a legend
                  restricting the transfer thereof. Moreover, Century Capital
                  understands that the warrants and underlying shares of common
                  stock have not been registered under the Securities Act of
                  1933, as amended, or the securities laws of any state, and,
                  therefore, are subject to substantial restrictions on
                  transfer.

         4.5.     Employment Taxes. As previously stated in this Agreement, no
                  part of the compensation payable to Century Capital will be
                  subject to withholding by Medi-Hut for the payment of any
                  federal, state or local withholding or employer/employee
                  payroll taxes.

5.       CONFIDENTIALITY; PUBLIC DISCLOSURE. Century Capital and Medi-Hut shall
         maintain in strict confidence all information of a confidential or
         proprietary nature of the other party that is exchanged in connection
         with the services rendered under this Agreement, including the terms of
         this Agreement. Century Capital and Medi-Hut agree that each shall use
         such proprietary information only for the purposes of performing its
         obligations under this Agreement. Century Capital and Medi-Hut agree
         that each shall disclose such proprietary information only (i) to the
         extent consented to by the other party, (ii) to the extent required by
         any law or regulation, or by the SEC or any exchange or automated
         quotation system on which Medi-Hut stock is listed; and (iii) to its
         personnel who have a need to know such proprietary information for the
         purposes of this Agreement. Century Capital and Medi-Hut shall ensure
         that each of its employees comply with the provisions in this Section.
         Proprietary information shall not include: (i) information rightfully
         known by a party prior to the Effective Date of this Agreement, (ii)
         information that is now or hereafter become generally available to the
         public other than as a result of a disclosure in breach of this
         Agreement; (iii) information independently developed or acquired by a
         party or its personnel without reliance on or reference to, in any way,
         proprietary information of the other party; or (iv) information which
         becomes available to a party from a third party source; provided that
         such third party source is not known to be bound by a confidentiality
         agreement with respect to such information or known to otherwise be
         prohibited from transmitting the information by a contractual, legal or
         fiduciary obligation.

         Medi-Hut shall not disclose any proprietary or other information,
         including the terms of this Agreement, to the public or any federal or
         state agency, without first reviewing such disclosure with Century
         Capital. Such disclosures shall include, but are not limited to, press
         releases and reports filed with the Securities and Exchange Commission.


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6.       NON-SOLICITATION OF PERSONNEL

         During the term of this Agreement and for a period of twelve (12)
         months after the effective termination date of this Agreement, neither
         party shall directly or indirectly solicit, recruit or hire any
         personnel of the other party who are or have been directly involved
         with the performance of services under this Agreement, unless such
         party receives the prior written consent of the other party.

7.       INDEMNIFICATION; LIMITATION OF LIABILITY

         7.1.     Indemnification. To the extent permitted by law, Medi-Hut
                  covenants and agrees to defend, indemnify and hold harmless
                  Century Capital and each of its principals, employees,
                  members, administrators, contractors, agents and other
                  representatives, including, without limitation, Mr. LaVance
                  and Mr. Gifford (each, a "Century Capital Indemnitee" and
                  collectively, the "Century Capital Indemnitees"), from and
                  against, and pay or reimburse the Century Capital Indemnitees
                  for, any and all claims, demands, liabilities, obligations,
                  losses, fines, costs, expenses, royalties, litigation,
                  deficiencies or damages, including interest and penalties with
                  respect thereto and out-of-pocket expenses and reasonable
                  attorneys' and accountants' fees and expenses incurred in the
                  investigation or defense of any of the same or in asserting,
                  preserving or enforcing any of their respective rights under
                  this Agreement, relating to, resulting from or arising out of
                  (i) any failure of Medi-Hut to perform any covenant or
                  agreement hereunder or any related agreement, instrument or
                  note, or fulfill any other obligation in respect hereof or
                  thereof, (ii) any threatened, pending or completed action,
                  suit or proceeding, whether brought by or in the right of
                  Medi-Hut or otherwise and whether of a civil, criminal,
                  administrative or investigative nature (each a "Proceeding"),
                  involving Century Capital or any Century Capital Indemnitee by
                  reason of the services rendered pursuant to this Agreement, or
                  by reason of their relationship with Medi-Hut, or by reason of
                  any Century Capital Indemnitee having been a corporate agent
                  of Medi-Hut, including as an officer or director of Medi-Hut.

                  Promptly after receipt by a Century Capital Indemnitee of
                  notice of the commencement of any Proceeding, such Century
                  Capital Indemnitee shall, if a claim in respect thereof is to
                  be made against Medi-Hut under this Section 7.1, deliver to
                  Medi-Hut a written notice of the commencement thereof, and
                  Medi-Hut shall have the right to participate in, and, to the
                  extent Medi-Hut so desires, to assume control of the defense
                  thereof with counsel satisfactory to the Century Capital
                  Indemnitee; provided, however, that a Century Capital
                  Indemnitee shall have the right to retain its, his or her own
                  counsel, with the fees and expenses to be paid by Medi-Hut,
                  if, in the reasonable opinion of counsel for the Century
                  Capital Indemnitee, representation of such party by the
                  counsel retained by Medi-Hut would be inappropriate due to
                  actual or potential differing interests between the Century
                  Capital Indemnitee and any other party represented by such
                  counsel in such proceeding. Medi-Hut shall pay for only one
                  legal counsel for the Century Capital Indemnitee and any other


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                  Century Capital Indemnitee related thereto; such legal counsel
                  shall be selected by the Century Capital Indemnitee subject to
                  Medi-Hut's approval which shall not be unreasonably withheld.
                  The failure to deliver written notice to Medi-Hut within a
                  reasonable time of the commencement of any such action shall
                  not relieve Medi-Hut of any liability to another under this
                  Section 7.1, except to the extent that such failure to notify
                  results in the forfeiture by Medi-Hut of substantive rights or
                  defenses. The indemnification required by this Section 7.1
                  shall be made by periodic payments of the amount thereof
                  during the course of the investigation or defense, as such
                  expense, loss, damage or liability is incurred and is due and
                  payable.

                  Notwithstanding the foregoing, in the event a Century Capital
                  Indemnitee is requested or authorized by Medi-Hut or is
                  required by government regulation, subpoena or other legal
                  process to produce any documents or personnel as witnesses
                  with respect to Century Capital's engagement by Medi-Hut,
                  Medi-Hut will reimburse the Century Capital Indemnitee for
                  his, her or its reasonable professional costs and expenses, as
                  well as the reasonable fees and expenses of his, her or its
                  counsel, incurred in responding to such requests.

         7.2.     Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
                  LAW NEITHER CENTURY CAPITAL NOR ANY OF ITS PERSONNEL SHALL BE
                  LIABLE TO MEDI-HUT FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL,
                  OR INDIRECT DAMAGES IN CONNECTION WITH THE SERVICES RENDERED
                  BY IT OR ITS PERSONNEL UNDER THIS AGREEMENT.

         7.3.     Survival. The obligations of Medi-Hut set forth in this
                  Section 7 shall survive the termination of this Agreement.

8.       GENERAL PROVISIONS

         8.1.     Insurance. To the extent permitted by the policy, Medi-Hut
                  shall add Century Capital and its personnel as additional
                  insured parties under any business insurance policy issued to
                  Medi-Hut.

         8.2.     Governing Law. This Agreement will be governed and construed
                  in accordance with the laws of the State of New Jersey
                  (exclusive of its conflict of laws provisions). Any judicial
                  proceeding brought against any of the parties to this
                  Agreement on account of any dispute arising out of this
                  Agreement, or any matter related thereto, shall be brought in
                  a court of competent jurisdiction in Monmouth County, New
                  Jersey or in the United States District Court for the District
                  of New Jersey, and by execution and delivery of this
                  Agreement, the parties hereby consent to the exclusive
                  jurisdiction of any such applicable court and waive any
                  deference or opposition to such jurisdiction.


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<page>


         8.3.     Notices. All notices and other communications pertaining to
                  this Agreement shall be in writing and shall be sent either by
                  certified or registered mail, reputable commercial overnight
                  carrier, or hand delivery, addressed as follows:

                  To Medi-Hut:

                           Medi-Hut Co., Inc.
                           1345 Campus Parkway
                           Wall, New Jersey 07753
                           Attention: Chairman

                           To Century Capital:

                           Century Capital Associates LLC
                           215 Morris Avenue
                           Spring Lake, New Jersey 07762
                           Attention: David R. LaVance or Thomas S. Gifford

                           with a copy to:

                           Giordano, Halleran & Ciesla, P.C.
                           125 Half Mile Road
                           P.O. Box 190 Middletown, New Jersey 07748
                           Attention: Paul T. Colella, Esq.

                  Notice shall be deemed to have been given by a party hereto
                  (i) when personally delivered, (ii) three (3) days after
                  having been deposited by certified or registered first class
                  mail, return receipt requested ,or (iii) one (1) business day
                  after having been sent by commercial overnight courier with
                  written verification of receipt. Either party may change its
                  address from time to time by giving notice to that effect as
                  provided herein.

         8.4.     Binding Effect; Assignment. This Agreement and the rights and
                  obligations of each party hereunder shall be binding upon and
                  shall inure to the benefit of the parties and their successors
                  and assigns. Neither this Agreement nor any of the rights or
                  obligations of Century Capital or Medi-Hut arising under this
                  Agreement may be assigned or transferred without the other
                  party's prior written consent.

         8.5.     Waivers. Failure or delay on the part of either party to
                  exercise any right, power or privilege or remedy hereunder
                  shall not constitute a waiver thereof. No waiver of default
                  shall operate as a waiver of any other default or of the same
                  type of default on future occasions.


                                       12
<page>


         8.6.     Counterparts. This Agreement may be executed in two (2) or
                  more counterparts, each of which shall be deemed an original
                  and all of which taken together shall constitute one (1) and
                  the same Agreement.

         8.7.     Severability. In the event that any provision contained in
                  this Agreement should be held to be unenforceable, such
                  unenforceability shall not affect any of the other provisions
                  herein.

         8.8.     Headings. The section and paragraph headings are contained
                  herein for ease of use, and are not intended to either broaden
                  or limit the scope of the terms hereof.

         8.9.     Legal Fees. All reasonable legal fees incurred by Century
                  Capital in connection with the representation of Century
                  Capital with respect to this Agreement and any related
                  agreement, instrument or note shall be paid by Medi-Hut. If
                  any proceeding arises between the parties with respect to a
                  dispute under this Agreement, the prevailing party in such
                  proceeding shall be entitled to receive its reasonable
                  attorney' fees, expert witness fees and out-of-pocket costs
                  incurred in connection with such proceeding, in addition to
                  any relief it may be awarded.

         8.10.    Entire Agreement. This Agreement is intended to be the sole
                  and complete statement of the obligations of the parties as to
                  the services to be performed and supersedes all previous
                  understandings, negotiations and proposals, and may not be
                  altered, amended or modified, except in writing, signed by the
                  duly authorized representatives of the parties.

         8.11.    Construction. This Agreement is the product of negotiations
                  between the parties and no provision hereof shall be construed
                  to the disadvantage of any party as having been the author of
                  such provision.

         8.12.    Approval of Medi-Hut Board of Directors. Prior to the
                  execution and delivery of this Agreement by Medi-Hut, Medi-Hut
                  shall delivery to Century Capital resolutions of the Medi-Hut
                  Board of Directors approving and adopting this Agreement and
                  the authorization of the execution hereof.


                                       13
<page>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in duplicate by their duly authorized representatives all
as of the effective date first written above.


                                                 MEDI-HUT CO., INC.


                                                 -------------------------------
                                                 Authorized Signature


                                                 -------------------------------
                                                 Name


                                                 -------------------------------
                                                 Title


                                                 CENTURY CAPITAL ASSOCIATES LLC


                                                 -------------------------------
                                                 Authorized Signature


                                                 David R. LaVance
                                                 -------------------------------
                                                 Name


                                                 President
                                                 -------------------------------
                                                 Title


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