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**Communicate Now. Com Inc.
                               310 Kitty Hawk Rd.
                            Universal City, Tx. 78148
                                  210-566-7327

January 15, 2002

Richard Michael
2100 Mediterranean Ave
#39
Virginia Beach, Virginia 23451

ATTENTION: Richard Michael

Dear Mr. Michael:

RE:  **CONSULTATING SERVICES AGREEMENT BETWEEN RICHARD MICHAEL AND COMMUNICATE
     NOW.COM INC. (CMNW) ("the Agreement")

The purpose of this letter is to confirm the terms of the Agreement between CMNW
and Richard Michael.

1.        **The Scope of the Project**

          CMNW is engaged in the acquisition and exploration of existing oil and
          gas properties throughout the United States.

2.        **Scope of Services Provided by Richard Michael**

          Richard Michael has been a consultant for CMNW, beginning with the
          formation of the Company and is engaged in the business of providing
          the advice and expertise required by his clients to successfully
          complete mergers and acquisitions and raising funds from the public or
          by way of private placements. While these services do not include the
          raising of funds from the public, either directly or indirectly.  Mr.
          Michael does advise and assist his Clients in retaining the services
          limited to the following:

                (a) The recommendation of qualified professionals required to
                    accomplish the Client's objectives, including qualified
                    lawyers, accountants, public relations organizations and
                    market makers and assisting the Client in negotiating the
                    terms of the consulting agreements to be entered into
                    between the Client and such professionals and shall
                    coordinate the activities of these professionals.

                (b) Reviewing the financial information prepared and provided by
                    the Client, including financial statements, business plans
                    and financial Projections, but not the preparation of such
                    documents:

3.        **Michael's Compensation**

                  (a) 2,000,000 common shares of CMNW to register as part of an
                      S-8

          Registration to be immediately undertaken once 10-k is filed by CMNW

4.        **Term of the Consulting Agreement.**

          The term of the Consultant Agreement shall commence upon the Execution
          of this Agreement by all necessary parties and when CMNW Files the S-8
          Registration is completed and shall continue for a period of (1) year
          from that date.

                                 **Acknowledgement**

The undersigned by the execution of the Acknowledgement hereby agree to be bound
by The above terms and conditions and agree to do or cause to be done all acts
and deeds necessary to give effect to the intent of this Agreement.

DATED AT:  this 15 day of January 2002

COMMUNICATE NOW.COM INC

_________________________________                           ___________________
CHARLES BITTERS VP OPERATIONS                          RICHARD MICHAEL****
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