CONSULTING AGREEMENT

         The parties to this Consulting Agreement ("Agreement") are Woodrow USA
Corporation (the "Consultant") and Uncommon Media Group, Inc., a Florida
corporation (the "Company"). The Company desires to contract with the Consultant
for certain Strategic Partnering relations services, and the Consultant is
willing to render such services as hereinafter more fully set forth.

         THEREFORE, in consideration of the mutual agreements and covenants set
forth in this Agreement, the parties agree as follows:

         1. Engagement of the Consultant. The Company hereby engages and retains
the Consultant to render to the Company the strategic product sourcing services
described in Section 2 hereof (the "Services") for a period of twelve months
commencing on the date hereof (the "Consulting Period").

         2. Description of Consulting Services. The Consultant agrees to act as
advisor to the Company and, in that regard, to assist the Company (1) in
identifying, analyzing, structuring, and negotiating suitable business
opportunities of which the Company may take advantage. (2) Review Company's
current and proposed structures with regard to budget and business plan
objectives, and written materials relating to strategic planning which are
supplied to Woodrow USA, and reasonably discuss comments and questions from
Woodrow USA. (3) Introductions to legal counsel, accounting, investment banking
and other professionals to provide services to the Company as needed. (4)
Introductions to potential strategic partners, business associates and other
contacts to assist the Company with the implementation of its business plan. (5)
..Identifying candidates for potential mergers and acquisitions. Introductions to
technical professionals who are competent in executing the business's
development needs.

         3. Payment for Services Rendered. Payment for Business Combination
introductions and advice, whether or not successful or accepted by the Company,
Company shall pay Consultant a sum of 3,000,000 Shares of Unrestricted Common
Stock at this time, to compensate for all fees and expense of consultant without
the need of consultant to supply any accounting, and consultant hereby agrees
that no other fees or expenses are due at this time under this Agreement.

         4. Term. The Term shall commence as of the date hereof and shall
continue for one (1) year(s).


         5. Representations of Consultant.

                  5.1 The Consultant acknowledges that he/she/it has been
                  furnished by the Company during the course of evaluating
                  his/her/its interest in this transaction with all information
                  regarding the Company which he/she/it had requested or desired
                  to know; that all documents which could be reasonably provided
                  have been made available for his/her/its inspection and
                  review; that he/she/it has been afforded the opportunity to
                  ask questions of and receive answers from duly authorized
                  officers or other representatives of the Company concerning
                  the terms and conditions of this Consulting agreement.

                  5.2 The Consultant acknowledges that this payment of Shares
                  may involve tax consequences and that he/she/it has received
                  no opinions or statements from the Company in respect of same.
                  The Consultant further acknowledges that he/she/it must retain
                  his own professional advisors to evaluate the tax and other
                  consequences of an investment in the Shares.



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                  5.3 The Consultant acknowledges that he/she/it has not been
                  the subject of any general solicitation by the Company, and
                  that he/she/it knows of no general solicitation, including any
                  general advertising, by the Company in connection with the
                  sale of the Shares.

                  5.4 The Consultant hereby agrees to indemnify and hold
                  harmless the Company and each of its officers, directors,
                  affiliates, shareholders, employees, agents and attorneys
                  against any and all losses, claims, demands, liabilities and
                  expenses (including reasonable legal or other expenses as such
                  are incurred) incurred by each such person in connection with
                  defending or investigating any claims or liabilities, whether
                  or not resulting in any liability to such person to which any
                  such indemnified party may become subject under the Act, under
                  any other statute, at common law or otherwise, insofar as such
                  losses, claims, demands, liabilities and expenses (a) arise
                  out of or are based upon any untrue statement or alleged
                  untrue statement of a material fact contained in this
                  Agreement, or (b) arise out of or are based upon any breach of
                  any representation, warranty or agreement contained herein.

         6. Nonexclusivity of this Agreement. The Company expressly understands
and agrees that the Consultant shall not be prevented or barred from rendering
services of the same nature as, or a similar nature to, those described herein,
or of any nature whatsoever, for or on behalf of any person, firm, corporation
or entity other than the Company. The Consultant understands and agrees that the
Company shall not be prevented or barred from retaining other persons or
entities to provide services of the same nature or similar nature as those
described herein or of any nature whatsoever.

         7. Disclaimer of Responsibility for Acts of the Company. The
obligations of the Consultant described in this Agreement consist solely of the
furnishing of information and advice to the Company. In no event shall the
Consultant be permitted or required by this Agreement to act as the agent of the
Company or otherwise to represent or make decisions for the Company. Consultant
is, and to be considered an Independent Contractor of the Company. All final
decisions with respect to acts of the Company, its subsidiaries or its
affiliates, whether or not made pursuant to or in reliance on information or
advice furnished by the Consultant hereunder, shall be those of the Company or
such subsidiaries or affiliates.

         8. Acknowledgement. The Company acknowledges that Consultant is not a
registered broker-dealer and that Consultant cannot, and shall not be required
hereunder to, engage in the offer or sale of securities on behalf of the
Company. While Consultant has relationships and contacts with various investors,
broker-dealers, and investment funds, Consultant's participation in the actual
offer or sale of the Company securities shall be limited to that of an advisor
to the Company and a "finder" of investors, broker-dealers and funds. The
Company acknowledges and agrees that the solicitation and consummation of any
purchases of the Company's securities shall be handled by the Company or one or
more NASD member firms engaged by the Company for such purposes.

         9. Confidentiality. The Consultant will not disclose to any other
person, firm, or corporation, nor use for its own benefit, during or after the
term of this Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by the Consultant in the course of
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under



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development, production methods and processes, sources of supply, customer lists
and marketing plans.) Any consulting or other advice rendered by the Consultant
pursuant to this Agreement may not be disclosed publicly in any manner without
the prior written approval of the Consultant. Any information, which (i) at or
prior to the time of disclosure by the Company to the Consultant was generally
available to the public through no breach of this Agreement, (ii) was available
to the public on a nonconfidential basis prior to its disclosure by the Company
to the Consultant or (iii) was made available to the public from a third party
provided that such party did not obtain or disseminate such information in
breach of any legal obligation of the Consultant shall not be deemed
confidential information of the Company for purposes hereof.

         10. Amendment. No amendment to this Agreement shall be valid unless
such amendment is in writing and is signed by authorized representatives of all
the parties to this Agreement.

         11. Waiver. Any of the terms and conditions of this Agreement may be
waived at any time and from time to time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute
a waiver in any other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of the provision or of any other
provision hereof.

         12. Severability. In the event that any provision of this Agreement
shall be held to be invalid, illegal or unenforceable in any circumstances, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.

         13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York.

         14. Notices. All notices, requests, payments, instructions, claims or
other communications hereunder shall be in writing and shall be deemed to be
given or made when delivered by first-class, registered or certified mail to the
following address or addresses or such other address or addresses as the parties
may designate in writing in accordance with this Section:

If to the Company:                  Uncommon Media Group, Inc.
                                    33 West 54th Street
                                    2nd Floor
                                    New York, NY 10019

         With a copy to:            Membrado & Montell, LLP
                                    535 W. 34th Street
                                    New York, NY 10001


If to the Consultant:               [                ]
                                    Attn:

         15. Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that this Agreement shall not be binding on or inure to the benefit of
any successor or assign of the Consultant where, as a result of such succession
or assignment, control of the entity which would otherwise succeed to the rights
and obligations of this Agreement is materially different from the control of
the entity having such rights and obligations prior to such succession or
assignment.

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<PAGE>

         16. Entire Contract. This Agreement shall constitute the only agreement
between the Company and the Consultant. No representations, promises,
understandings, or agreements, oral or otherwise, not herein contained shall be
of any force or effect.

         17. Captions. The captions and headings contained herein are solely for
convenience and reference and do not constitute a part of this Agreement or
affect in any way the meaning or interpretation of this Agreement.

         18. Severability. To the extent possible, each provision of this
Agreement shall be interpreted in a manner as to be valid, legal and
enforceable. Any term of provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
solely to the extent of such provision which is invalid or unenforceable within
rendering invalid or unenforceable the remaining terms and conditions hereof.

         19. Execution in Counterparts. This Agreement may be executed by the
parties in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this 17th day of November, 2001.



CONSULTANT:



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UNCOMMON MEDIA GROUP, INC



By: ______________________
         Lawrence Gallo
         CEO/PRESIDENT





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