CONSULTING AGREEMENT
                              --------------------


         THIS CONSULTING AGREEMENT ("Agreement") is made as of the 6th day of
February, 2001, by and between Allen Sherwin, an individual ("Consultant") and
Uncommon Media Group, Inc (Corporation).

         WHEREAS Consultant has considerable knowledge and experience relating
to the business of the Corporation as a result of his prior affiliation with the
Corporation and the IT industry: and

         WHEREAS Consultant desires to aid and assist the Corporation as a
consultant by providing certain advisory services to the Corporation; and

         WHEREAS the Corporation desires to engage Consultant as a consultant to
render certain advisory services to the Corporation; and

                 WHEREAS the Corporation and Consultant desire to set forth
herein their understandings and agreements:

                 NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth, and of other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

1.       Engagement of Consultant.
         ------------------------

         a.      The Corporation does hereby appoint and engage Consultant as
                 its consultant and advisor with respect to the matters
                 specified in Section 2 hereof for the compensation hereinafter
                 set forth.

         b.      Consultant hereby accepts his appointment and engagement by the
                 Corporation as a consultant and advisor to the Corporation with
                 respect to the matters specified in Section 2 hereof for the
                 compensation hereinafter set forth.

2.       Activities of Consultant. During the term of this Agreement specified
         in Section 4 hereof ("Term"), Consultant shall undertake for and on
         behalf of, and to the extent specifically requested by, the Board of
         Directors or the President of the Corporation, to make himself
         available to advise the Corporation and its officers and directors at
         all reasonable times, by telephone, by letter or in person with respect
         to the business of the Corporation and with respect to past matters or
         transactions of the Corporation. In addition, the Consultant shall make
         himself available, upon reasonable advance notice, to participate in
         the Corporation's negotiation of new, and renegotiation of existing,
         service contracts. Notwithstanding the generality of the foregoing, the
         Company recognizes the existing fulltime business obligations of
         consultant and covenants that no work requested of consultant
         hereunder, shall in any way conflict with such obligations.

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<PAGE>

3.       Compensation of Consultant. In consideration of his obligations
         hereunder, for the term of this agreement consultant shall be paid as
         follows: The Corporation hereby covenants and agrees that Upon
         execution of this agreement, the consultant will receive 100,000 shares
         of the Company's common stock and additional compensation as directed
         by the Board of Directors and/or the President. For capital raised on
         any introductions provided by consultant, consultant will receive
         compensation in the amount of 10% of initial and any subsequent amount
         up to $1,000,000 (1st closing). All transaction exceeding $1,000,000
         (1st closing) will be compensated based upon the Lehman Formula.
         Consultant will be compensated based on the Lehman Formula for any
         merger, acquisitions or contracts that he may introduce to company.
         Payment to be delivered in a manner mutually agreed upon by both
         parties.

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

5.       Expenses; Office Space.
         ----------------------

         a.       During the Term, the Corporation shall pay or promptly
                  reimburse Consultant for all travel, entertainment, telephone,
                  and other expenses paid or incurred by Consultant in
                  connection with the performance of his activities,
                  responsibilities, and services under this Agreement, upon
                  presentation of expense statements, vouchers, or other
                  evidence of expense in conformity with the Corporation's
                  requirements with respect to the manner of reporting of such
                  expenses and the prior approval of all travel and
                  entertainment expenditures.

         b.       The Corporation may, at its sole discretion, provide
                  Consultant, a private office and with reasonable secretarial
                  and other support services that may be needed from time to
                  time.


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<PAGE>

6.       Representations and Warranties of the Corporation.
         -------------------------------------------------

         The Corporation represents and warrants to Consultant as follows:

         a.       The Corporation is a corporation duly organized, validly
                  existing and in good standing under the laws of its
                  Jurisdiction of incorporation.

         b.       The Corporation has full power and legal right and authority
                  to execute, deliver, and perform this Agreement, the officers
                  Executing this Agreement on behalf of the Corporation have
                  full power and authority to do so and this Agreement is
                  binding upon and enforceable against the Corporation in
                  accordance with its terms.

         c.       There is (i) no suit, action, proceeding or claim, (ii) no
                  investigation or inquiry by any administrative or governmental
                  body, and (iii) no legal, administrative agency or arbitration
                  proceeding pending or, to the best of the Corporation's
                  knowledge, threatened against the Corporation or to which the
                  Corporation is or might become a party, which questions or
                  challenges the validity of this Agreement, or any action taken
                  pursuant to this Agreement by the Corporation, and to the best
                  knowledge of the Corporation there is no basis or ground for
                  any suit, action, claim, investigation, inquiry or proceeding.

7.       Covenants of the Corporation.
         ----------------------------

         a.       The Corporation shall promptly forward to Consultant any mail,
                  telephone messages, telegrams, notices, or other papers or
                  documents of a personal nature that are delivered to, or
                  received by, the Corporation.

         b.       The Corporation shall indemnify and hold harmless Consultant
                  fully, completely, and absolutely against and in respect of
                  (i) any and all losses and damages resulting from any
                  misrepresentation or breach of any warranty, covenant, or
                  agreement by the Corporation made or contained in this
                  Agreement, and (ii) any and all actions, suits, proceedings,
                  claims, demands, judgments, costs, and expenses, including
                  Attorneys' fees, incident to the foregoing and arising out of
                  or related to the activity of Consultant pursuant to the
                  Agreement. The Corporation shall maintain appropriate
                  insurance's adequate to protect the consultant in connection
                  with his work hereunder.

8.       Independent contractor. Consultant shall at all times be an independent
         contractor, rather than a co-venturer, agent, employee, or
         representative of the Corporation. The Corporation hereby acknowledges
         that Consultant may engage directly or indirectly in other businesses
         and ventures, and recognizes that such undertakings of Consultant may
         from time to time preempt Consultant's availability during the Term.


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<PAGE>

9.       Binding effect; assignment. This Agreement shall be binding upon, and
         shall inure to the benefit of, Consultant and the Corporation and their
         respective heirs, executors or administrators, personal and legal
         representatives, estate, legatees, and successors. The obligations
         under this Agreement may not be assigned by the Corporation or
         Consultant without the prior written consent of the other party hereto,
         except that this Agreement may be assigned by the Corporation to any
         entity controlled by, or under common control with, the Corporation.

10.      Notices. All notices and other communications hereunder or in
         connection herewith shall be deemed to have been duly given if they are
         in writing and delivered personally or sent by registered or certified
         mail, return receipt requested and first-class postage prepaid. They
         shall be addressed:

         To: Uncommon Media Group, Inc
             33 West 54 Street 2nd Floor
             New York, N.Y. 10019,

         if to the Corporation and

         To: Allen Sherwin
             2457A South Haiwassee Rd.
             PMB 322
             Orlando, FL 32835

         if to Consultant, unless notice of a change of address is given to
         either party by the other pursuant to the provisions of this Section
         10.

11.      Governing law. This Agreement shall be governed by and construed under
         the laws of the State of New York. Any dispute, controversy or claim
         arising under, out of or relating to this contract and any subsequent
         amendments of this Agreement, including, without limitation, its
         formation, validity, binding effect, interpretation, performance,
         breach or termination, as well as non-contractual claims, shall be
         referred to and finally determined by arbitration in accordance with
         the Rules of the American Arbitration Association. The arbitral
         tribunal shall consist of three (3) arbitrators. The place of
         arbitration shall be New York, New York.

12.      Miscellaneous.
         --------------

         a.       This Agreement shall constitute the only agreement between the
                  Corporation and Consultant relating to the subject matter of
                  Sections 1 and 2 hereof, and no representations, promises,
                  understandings, or agreements, oral or otherwise, not herein
                  contained shall be of any force or effect.


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<PAGE>

         b.       No modification or waiver of any provision of this Agreement
                  shall be valid unless it is in writing and signed by the party
                  against whom it is sought to be enforced. No waiver at any
                  time of any provision of this Agreement shall be deemed a
                  waiver of any other provision of this Agreement at that time
                  or a waiver of that or any other provision at any other time.

         c.       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.

         d.       To the extent possible, each provision of this Agreement shall
                  be interpreted in a manner as to be valid, legal and
                  Enforceable. Any term or 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.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be affixed
hereto, and Consultant has executed this Agreement, all effective as of the day
and year first above written.



                                    CONSULTANT:



                                    -----------------------------------
                                      Allen Sherwin


UNCOMMON MEDIA GROUP, INC



By: ______________________
         Lawrence Gallo
         CEO/PRESIDENT





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