EXHIBIT  10.03


                              CONSULTING  AGREEMENT


     This  Agreement  ("Agreement"),  made  as of the day of June 4, 2001 by and
between  KIDS     STUFF, INC., a Delaware corporation (the "Company") and PERSIA
CONSULTING  GROUP,  INC.,     a  New  York  Corporation  (the  "Consultant")

                                   WITNESSETH

     WHEREAS,  the  Consultant  will  provide general consulting services to the
Company  in  regard  to  capital markets, corporate finance, investor and public
relations  on  an  non-accountable  and  non-exclusive  basis.

     WHEREAS,  the  Company  desires to secure the services of Consultant on the
terms  and  conditions  hereinafter  set  forth.

                                   AGREEMENT

     NOW  THEREFORE,  in  consideration of the premises and the mutual promises,
conditions and covenants herein contained, the parties hereto do hereby agree as
follows:

     1.  Capital  Markets,  Corporate  Finance,  Investor  and  Public Relations
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Advise  and  Services  on  a  non-exclusive  basis
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1.1  The  Company  will  utilize  the  Consultant  to provide general consulting
services  and  to  advise  the  Company for a period of twenty four (24) months.

1.2  Consultant's  Compensation.  The  Company  shall  pay  the  Consultant
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(a)  A  cash  fee equal to US$48,000 payable over the course of twenty four (24)
months.  Beginning  November __, 2001 the Company, at its discretion, shall make
twenty four (24) monthly payments of US$2,000.00 or eight (8) quarterly payments
of  US$  6,000.

(b)  Upon  signing  of  this  agreement ("Agreement") the Company will issue the
Consultant  a  restricted stock certificate (the "Certificate") in the amount of
five  hundred  thousand  (500,000)  shares  of  the  Company's common stock. The
Certificate  and  the shares, which it represents, shall have demand "piggyback"
registration  rights  in  the  first or next registration statement prepared and
filed  by  the  Company,  subsequent to the date of this Agreement. In the event
that  the  Company  does  not  file a registration statement or fails to include
these  shares  in  a prepared registration statement, then the Certificate shall
fall  under  Rule 144 of the Securities and Exchange Commission Act of 1933. The
Certificate  shall be delivered to the Consultant within seven (7) business days
of  the  signing  of  this  Agreement.  The  Certificate  shall be in name to be
determined  u  the  Consultant  and  delivered  to  the  following  address:

               Persia  Consulting  Group,  Inc.
               Attention:  Hamid  Fashandi
               24  West  96th  Street,  Suite  4F
               New  York,  NY  10025
               (212)  749-4990
<PAGE>
2.  Miscellaneous
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2.1  Benefit This Agreement is made solely for the benefit of the Consultant and
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the  Company, their respective officers and directors and any controlling person
referred  to  in  Section  15  of  the  Act  and their respective successors and
assigns, no other person may acquire or have any right under or by any virtue of
this Agreement including, without limitation, the holders of any Securities. The
term "successor" and the terms "Successor and assigns" as used in this Agreement
shall  not  include  any  purchasers  as  such  of  any  of  the  securities.

2.2  Governing  Law  The  validity,  interpretation  and  construction  of  this
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Agreement  will  be  governed by the la3ws of the State of New York. The parties
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further  agree  that  any action between them shall be heard in New York County,
New  York and express consent to the jurisdiction and venue of the Supreme Court
of  New  York, and the United States District Court for the Southern District of
New  York  for  the  adjudication  of any civil action asserted pursuant to this
paragraph.

2.3  Counterparts  This Agreement may be executed in any number of counterparts,
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each  of  which  may  be  deemed  an  original  and  all  of which together will
constitute  one  and  the  same  instrument.

2.4  Confidential Information All confidential financial or business information
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(except  publicly  available  or  freely usable material otherwise obtained from
another  source)  respecting either party will be used solely by the other party
in  connection  with  the  within transactions, be revealed only to employees or
contractors  of  such  other  party  who  are  necessary  to the conduct of such
transactions,  and  be  otherwise  held  in  strict  confidence.

2.5  Financial  Advisors  The  parties  acknowledge  that the Company has or may
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retain financial and other advisors in connection with this transaction or other
business  matters  (the  "Advisors) and the Company agrees to indemnify and hold
the  Consultant  harmless  for  any  fee  and  expenses  of  the  Advisors.

2.6  Hold Harmless The Company recognizes that the Consultant shall use its best
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efforts to advise and service the Company with regard to the Company's need. The
Company also recognizes that the Consultant is working in a "best efforts" basis
and  therefore  no  guarantees,  representations  or  promises may be made as to
performance  and indemnify the Consultant from any legal proceedings against the
Consultant  by  the  Company  or  any  of  its management, shareholders or other
entities  with  regard  to  the  Agreement, services and advise performed by the
Consultant.

IN  WITNESS  WHEREOF,  the  parties hereto have duly caused this Agreement to be
executed  as  of  the  day  and  year  first  written  above.

"THE  COMPANY"
KIDS  STUFF,  INC.

By:
Name:  William  Miller
Title:  Chairman  and  Chief  Executive  Officer

"THE  CONSULTANT"
PERSIA  CONSULTING  GTOUP,  INC.
By:
Name:  Hamid  Fashandi
Title:  President  and  Chief  Executive  Officer