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                                                                    EXHIBIT 10.3

                        [LSC ASSOCIATES, LLC LETTERHEAD]


Wednesday, June 20, 2001

Mr. Ronald Mustari, President
Mr. Jerry Andrews, Vice President
Whitehall Limited, Inc.
290 Cocoanut Avenue
Sarasota, Florida 34236

     RE: ENGAGEMENT AGREEMENT

Gentlemen:

     On the basis of previous telephone conversations and meetings between
Whitehall Limited, Inc., a Florida Corporation, (hereinafter referred to as
"WHI") and LSC Associates, LLC., a Texas Limited Liability Company (hereinafter
referred to as "LSC") (collectively sometimes referred to as the "Parties" and
individually sometimes referred to as "Each Party") as well as other
discussions, initial reports submitted by WHI, and the representations that
WHI has made to LSC describing WHI and its principals, present and proposed
business activities, operations, financial condition and capital structure,
and various agreements and documents related thereto, LSC and WHI hereby enter
into the following agreement.

     Whereas LSC is engaged in business as a business consultant with an
emphasis on arranging financing and pursuing business combinations for its
clients, which business combinations may include an initial public offering,
merger, acquisition, joint venture, financing restructuring, licensing
agreement, and/or other transactions; and

     Whereas WHI desires to utilize the services of LSC pursuant to the terms
of this Agreement.

     It is therefore agreed by the parties as follows:

1.   ENGAGEMENT

     WHI hereby engages and retains LSC as a Business Consultant for and on
     behalf of WHI and its Affiliates to perform the Services (as that term is
     hereinafter defined) and LSC hereby accepts such appointment on the terms
     and subject to the conditions hereinafter set forth and agrees to use its
     best efforts in providing such Services.



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II.  SERVICES

     A.   As WHI's Business Consultant, LSC agrees to provide the following
          consulting services (collectively the "Services"):

          1.   Advise WHI in its negotiations with candidates who may have an
               interest in pursuing a form of business combination with WHI.

          2.   Advise and perform consulting services regarding WHI's
               management in corporate finance matters, including structuring
               the nature, extent, and other parameters of any transaction
               involving a candidate(s).

          3.   Conduct corporate-related due diligence concerning WHI in
               connection with the anticipated Services to be rendered under
               this Agreement.

          4.   Advice WHI's management in evaluating proposals and
               participating in negotiations with candidate(s).

          5.   Consult WHI in efforts to establish strategic relationships with
               individuals and entities of particular interest to it in
               connection with its continued business development.

          6.   Provide management consulting and due diligence services
               specifically in completing the current Investor Package
               Documentation (i.e. Business Plan, Presentations, Financial
               Modeling, Financial Projections and Marketing Analysis) and
               provide ongoing editing and management of this documentation to
               reflect future changes in the Company and/or its business model.

     B.   LSC shall devote such time and best efforts to the affairs of WHI as
          is reasonable and adequate to render the Services contemplated by
          this Agreement. LSC is not responsible for the performance of any
          services that may be rendered hereunder without WHI providing the
          necessary information in writing prior hereto, nor shall LSC include
          any services that constitute the rendering of any legal opinions or
          performance of work that is in the ordinary purview of the Certified
          Public Accountant. LSC cannot guarantee results on behalf of WHI, but
          shall pursue all reasonable avenues available through its network of
          contacts. At such time as an interest is expressed by a third party
          in WHI's needs, LSC shall notify WHI and advise it as to the source
          of such interest and any terms and conditions of such interest. The
          acceptance and consumption of any transaction is subject to
          acceptance of the terms and conditions by WHI. It is understood that
          a portion of the compensation paid hereunder is being paid by WHI to
          have LSC remain available to advise it on transactions on an
          as-needed basis.

III. EXPENSES

     It is expressly agreed and understood that LSC's compensation as provided
     in this Agreement shall also include reimbursement of normal and
     reasonable out-of-pocket expenses incurred by LSC, which expenses (as
     described below) shall be


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     pre-approved by WHI. The expenses described in this paragraph shall be
     reimbursed by WHI independent of any fees described in the section below
     titled, "COMPENSATION".

     A.   "Normal and reasonable out-of-pocket expenses" shall include but are
          not limited to: accounting, long distance communication, express mail,
          outside consultants, travel (including: travel, hotel lodging and
          meals, transportation, etc.), and other costs involved in the
          performance of LSC's Services under this Agreement.

     B.   WHI acknowledges that it may be necessary to hire certain
          professionals on a temporary or contract basis and WHI agrees that it
          may be necessary to pay those professionals separately from this
          Agreement at agreed upon rates. The current market value of those
          services may range from $500 to $1,500 per day depending on the
          expertise needed. WHI must pre-approve the engagement of any such
          professionals in writing. Provided WHI has given its pre-approval,
          such fees are payable immediately upon the initial receipt of an
          invoice by WHI.

     C.   WHI also agrees to pay its own and LSC's legal expenses in connection
          with LSC's services under this Agreement, and

     D.   WHI hereby agrees to compensate LSC promptly upon receipt of an
          expense invoice from LSC. Whenever feasible, LSC will request advance
          payment of approved expenses. The reimbursement for expenses shall not
          be subject to any maximum allocation, and shall be fully reimbursed.

     E.   LSC shall not incur any expenses without WHI's prior written consent,
          which consent shall not unreasonably be withheld.

IV.  COMPENSATION

     In consideration for the Services, WHI agrees that LSC shall be entitled to
     compensation as follows:

     A. Retainer and Advisory Fees

          1.   For market positioning, corporate governance, strategic planning
               and other business consulting work to be accomplished, WHI shall
               pay to LSC, in advance, a retainer of four thousand ($4,000)
               dollars. The retainer shall be due and payable upon execution of
               the Agreement.

          2.   LSC shall bill WHI at a rate of two hundred and twenty five
               ($225.00) dollars per hour for advisory services provided as
               specified in this Agreement.

          3.   The Advisory Fees are exclusive of other compensation and
               reimbursable pre-approved expenses as provided in this Agreement.

     B. Private Placement Memorandum

          1.   WHI shall pay to LSC, in advance, an advisory fee of fifteen
               thousand ($15,000) dollars for the creation and production of a
               Private


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          hPlacement Memorandum (PPM). LSC shall provide 50 completed PPMs to
          WHI. LSC shall incur all printing and production costs associated with
          the creation of the PPMs.

C.   Success Fee

     1.   Upon the successful completion of a joint venture partnership for Real
          Estate Development between WHI and a candidate introduced to WHI by
          any of the entities, affiliations, or persons LSC, its employees or
          former employees, agents, representatives, advisors, or consultants
          introduces to WHI and/or its Affiliates, WHI will pay a finder's fee
          in cash equal to five percent (5%) of the total gross equity proceeds
          or value of such transactions.

     2.   Upon the successful completion of a joint venture partnership for Real
          Estate Development between WHI and a candidate introduced to WHI by
          any of the entities, affiliations, or persons LSC, its employees or
          former employees, agents, representatives, advisors, or consultants
          introduces to WHI and/or its Affiliates, 178,920 of WHI's issued and
          outstanding equity securities shall be issued to LSC.

     3.   Once exercised, the shares issued under this Section shall be deemed
          fully earned and shall have all the same rights and all the same
          anti-dilutive provisions as the "Founder's Securities" held by the
          original shareholders.

     4.   LSC shall have "Piggyback Registration Rights" to register the shares
          as part of any registration filing by WHI and/or its successors and
          assigns.

     5.   If required by applicable law, or at the election of LSC, the Success
          Fees will be deemed to have been earned by and paid in a timely manner
          to a placement agent selected exclusively by LSC.

V.   REPRESENTATIONS, WARRANTS AND COVENANTS

     A.   EXECUTION. The execution, delivery and performance of this Agreement,
          in the time and manner herein specified, will not conflict with,
          result in a breach of, constitute a default under any existing
          agreement, indenture, or other instrument to which either WHI or LSC
          is a party or by which either entity may be bound or affected.

     B.   NON-CIRCUMVENTION. WHI hereby irrevocably agrees not to circumvent,
          avoid, bypass, or obviate, directly or indirectly, the intent of this
          Agreement, including avoiding payment of fees or other compensation to
          LSC or its affiliates in connection with any transaction involving any
          corporation, partnership, individual, or other entity introduced by
          LSC to WHI. This provision shall be liberally construed in favor of
          LSC and shall apply to all transactions between WHI and LSC.


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      C.    TIMELY APPRISALS. WHI shall keep LSC up to date and apprised of all
            business market and legal developments related to WHI and its
            operations and management.

            1.    Accordingly, WHI shall provide LSC with copies of all
                  amendments, revisions and changes to its business and
                  marketing plans, bylaws, articles of incorporation, private
                  placement memoranda, key contracts, employment and consulting
                  agreements and other operational agreements.

            2.    WHI shall promptly notify LSC of the threat or filing of any
                  suit, arbitration or administrative action, injunction, lien,
                  claim or complaint and promptly forward a copy of all related
                  documentation directly to LSC, or at LSC's direction, to
                  LSC's counsel.

            3.    WHI shall promptly notify LSC of all new contracts,
                  agreements, joint ventures or filing with any state, federal
                  or local administrative agency, including without limitation
                  the SEC, NASD, or any state agency, and shall provide all
                  related documents, including copies of the exact documents
                  filed, to LSC, including, without limitation, all annual
                  reports, quarterly reports and notices of change of events,
                  and registration statements filed with the SEC and any state
                  agency, directly to LSC.

            4.    WHI shall also provide directly to LSC current financial
                  statements, including balance sheets, income statements, cash
                  flows, and all other documents provided or generated by WHI
                  in the normal course of its business and requested by LSC
                  from time to time.

            5.    LSC shall keep all documents and information confidential as
                  described in the section below titled, "CONFIDENTIAL DATA".

      D.    CORPORATE AUTHORITY. Both WHI and LSC have full legal authority to
            enter into this Agreement and to perform the same in the time and
            manner contemplated.

      E.    AUTHORIZED SIGNATURES. The individuals whose signatures appear
            below are authorized to sign this Agreement on behalf of their
            respective corporations.

      F.    COOPERATION. WHI will cooperate with LSC, and will promptly provide
            LSC with all pertinent materials and requested information in order
            for LSC to perform its Services pursuant to this Agreement.

      G.    SERVICE PROVIDED. WHI acknowledges and understands that LSC is
            neither a broker/dealer nor a Registered Investment Advisor.

      H.    PROPER NOTIFICATION OF MATERIAL OCCURRENCES. Until the proper
            termination of this engagement (as outlined in the section below
            titled, "TERM AND TERMINATION"), WHI will notify LSC promptly of
            the occurrence of any event, which might materially affect the
            condition (financial or otherwise) or prospects of WHI.

VI.   TERM AND TERMINATION

      A.    This Agreement shall be effective upon its execution and shall
            remain in effect for a period of one (1) year unless otherwise
            terminated as provided in this Section VI.


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      B.  WHI shall have the right to terminate LSC's engagement hereunder by
          furnishing LSC at least thirty (30) days' advance written notice of
          such termination. Upon receipt of such written notice, this Agreement
          will then terminate on the last day of the next full calendar month
          following the receipt of notice.

      C.  Notwithstanding the foregoing, no termination of this Agreement by WHI
          shall in any way affect LSC's right to receive:

          1.   reimbursement for billed, accrued and/or unbilled disbursements.

          2.   fees which have been earned by LSC through the effective date of
               termination.

VII.  CONFIDENTIAL DATA

      A.  Except for its employees, agents and independent contractors, LSC
          shall not divulge to others, any trade secret or confidential
          information, knowledge, or data concerning or pertaining to the
          business affairs of WHI, obtained by LSC as a result of its engagement
          hereunder, unless authorized, in writing by WHI.

      B.  Except for its employees, agents and independent contractors, WHI
          shall not divulge to others, trade secret or confidential information,
          knowledge, or data concerning or pertaining to the business and
          affairs of LSC, obtained by WHI as a result of its engagement
          hereunder, unless authorized, in writing, by LSC.

      C.  LSC shall not be required in the performance of its duties to divulge
          to WHI or any officer, director, agent or employees of WHI, any secret
          or confidential information, knowledge, or data concerning any other
          person, firm or entity (including, but not limited to, any such
          persons, firm or entity which may be a competitor or potential
          competitor of WHI) which LSC may have or be able to obtain otherwise
          than as a result of the relationship established by this Agreement.

VIII. OTHER MATERIAL TERMS AND CONDITIONS

      A.  CONSEQUENTIAL DAMAGES. Except as expressly provided herein, LSC shall
          not, by reason of the termination of this Agreement or otherwise, be
          liable to WHI for any special, incidental, consequential or punitive
          damages such as, but not limited to, expenditures, investments or
          commitments made in connection with the efforts by WHI to acquire
          another entity or sell all or a portion of its equity to another
          entity.

      B.  PROVISIONS. Neither termination nor completion of this Agreement shall
          affect the provisions of this Agreement, and the Indemnification
          Provisions that are incorporated herein, both of which shall survive
          this Agreement and remain operative and in full force and effect.

      C.  ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time,
          at the request of others, execute, acknowledge and deliver to the
          other party any and all further instruments that may be reasonably
          required to give full effect and force to the provisions of this
          Agreement.


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     D.   ENTIRE AGREEMENT. Each of the parties hereby covenants that this
          Agreement is intended to and does contain and embody herein all of
          the understandings and Agreements, both written and oral, of the
          parties hereby with respect to the subject matter of this Agreement,
          and that there exists no oral agreements or understanding expressed
          or implied liability, whereby the absolute, final and unconditional
          character and nature of this Agreement shall be in any way
          invalidated, empowered or affected. There are no representations,
          warranties, or covenants other than those set forth herein.

     E.   LAWS OF THE STATE OF ILLINOIS. This Agreement shall be deemed to made
          in, governed by and interpreted under and construed in all respects
          in accordance with the laws of the State of Illinois. In the event of
          controversy arising out the interpretation, construction,
          performance, or breach of this Agreement, the parties hereby agree
          and consent to the jurisdiction and venue of the District or County
          Court of Cook County, Illinois.

     F.   SUCCESSORS AND ASSIGNS. The benefits of the Agreement shall inure to
          the respective successors and assigns of the parties hereto and of
          the indemnified parties hereunder and their successors and assigns
          and representatives, and the obligations and liabilities assumed in
          this Agreement by the parties hereto shall be binding upon their
          respective successors and assigns: provided that the rights and
          obligations of WHI under this Agreement may not be assigned or
          delegated without prior written consent of LSC, and any such
          purported assignment shall be null and void. Notwithstanding the
          forgoing, LSC may assign or delegate its obligations and rights
          under this Agreement upon five (5) days written notice, to another
          investment banking/business consulting firm of its choice in its sole
          discretion.

     G.   ORIGINALS. This Agreement may be executed in any number of
          counterparts, each of which so executed shall be deemed an original
          and constitute one and the same Agreement. Facsimile copies with
          signatures shall be given the same legal effect as an original.

     H.   ADDRESSES OF PARTIES. Each party shall at all times keep the other
          informed of its principal place of business if different from that
          stated herein, and shall promptly notify the other of any change,
          giving the address of the new place of business or residence.

     I.   MODIFICATION OR WAIVER. A modification or waiver of any of the
          provisions of this Agreement shall be effective only if made in
          writing and executed with the same formality as this Agreement. The
          failure of any party to insist upon strict performance of any of the
          provisions of this Agreement shall not be construed as a waiver of
          any subsequent default of the same or similar nature or of any other
          nature.

     J.   ATTORNEY'S FEES. If any arbitration, litigation, action, suit, or
          other proceeding is instituted to remedy, prevent or obtain relief
          from a breach of this Agreement, in relation to a breach of this
          Agreement or pertaining to a declaration of rights under this
          Agreement, the prevailing party will recover all such party's
          attorneys' fees incurred in each and every such action, suit or other
          proceeding, including any and all appeals or petitions therefrom. As



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          used in this Agreement, attorneys' fees will be deemed to be the full
          and actual cost of any legal services actually performed in connection
          with the matters involved, including those related to any appeal or
          the enforcement of any judgment calculated on the basis of the usual
          fee charged by attorneys performing such services.

     K.   NOTICES. All notices that are required to be or may be sent pursuant
          to the provisions of this Agreement shall be sent by certified mail,
          return receipt requested, or by overnight package delivery service to
          each of the parties at the address appearing herein, and shall count
          from the date of mailing or the validated air bill.

APPROVED AND AGREED THIS 20TH DAY OF JUNE, 2001.

LSC Associates, LLC.                    Whitehall Limited, Inc.

134 North LaSalle Street, Suite 720     290 Cocoanut Avenue
Chicago, IL 60025                       Sarasota, Florida 34236
Phone: (630) 942-1905                   Phone:
Fax: (630) 942-1972                     Fax:


/s/ JOSEPH WAGNER                       /s/ RONALD MUSTARI
------------------------                ------------------------
By: Joseph Wagner                       By: Ronald Mustari
Its: Director                               President
                                        Authorized Signature



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