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Exhibit 10.5 Engagement Letter with Scott M. Cacurak


July 10, 2001


                             PRIVATE & CONFIDENTIAL
Mr. Steve Peacock
Chief Operating Officer
VentureNet Capital Group, Inc.
27349 Jefferson Ave, Suite 200
Temecula, CA 92590


Dear Steve:

I am pleased to submit this engagement letter to VentureNet Capital Group, Inc.
("VentureNet") to provide certain management and accounting assistance services.

OBJECTIVES AND SCOPE OF SERVICES

To assist VentureNet's management in meeting its financial reporting and other
accounting related responsibilities, I will provide assistance in the following
areas:

|X|  PREPARATION AND ELECTRONIC SUBMISSION OF SEC FILINGS ON FORMS10-QSB AND
     10-KSB - I will assist VentureNet's management in preparing its periodic
     SEC filings on Forms 10-QSB, 10-QSB/A and 10-KSB for the fiscal year ended
     May 31, 2001. The financial statements and related disclosures will be
     prepared from the financial books and records provided by VentureNet's
     management.

|X|  DESIGNING ACCOUNTING SYSTEM - Review the current set-up and, if necessary,
     assist VentureNet in the selection and set-up of a basic accounting system
     such as QuickBooks, Oracle NetLedger or a similar accounting package.

PROFESSIONAL FEES

The professional fees for the performance of the assistance services will be
500,000 shares of VentureNet Capital Group, Inc. (VNTN) "free trading" common
stock. The shares are due upon the execution of this engagement letter.



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Mr. Steve Peacock
VentureNet Capital Group
July 10, 2001
Page 2

THIS ENGAGEMENT IS SUBJECT TO THE PROVISIONS OF STANDARD TERMS AND CONDITIONS,
WHICH ARE PRESENTED IN APPENDIX A TO THIS LETTER.


                                    * * * * *


As noted previously, I am very pleased to have this opportunity to provide
assistance services to VentureNet. To indicate your approval of this arrangement
and to confirm our understanding, please sign and return a duplicate copy of
this letter. If you have any questions before that time, please do not hesitate
to call me at (209) 610-0289.

Very truly yours,

/s/Scott M. Cacurak
Scott M. Cacurak





Agreed and Accepted by:             VentureNet Capital Group, Inc.

                                    By: /s/ Michael N. Brette
                                        ---------------------

                                    Title: President/Chief Executive Officer
                                           ---------------------------------

                                    Date:   July 10, 2001





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                                                                      APPENDIX A

                          STANDARD TERMS AND CONDITIONS

1.   SERVICES. It is understood and agreed that Scott Cacurak's services may
     include advice and recommendations; but all decisions in connection with
     the implementation of such advice and recommendations shall be the
     responsibility of, and made by, VentureNet. In the event of a claim by a
     third party relating to services under the Proposal or Engagement Letter to
     which these Standard Terms and Conditions are attached, VentureNet will
     indemnify Scott Cacurak from all such claims, liabilities, cost and
     expenses, except to the extent determined to have resulted from the
     intentional or deliberate misconduct of Scott Cacurak.

2.   PAYMENT OF INVOICES. Without limiting his rights or remedies, Scott Cacurak
     shall have the right to halt or terminate entirely its services until
     payment is received on past due invoices.

3.   TERM. Unless terminated sooner in accordance with its terms, this
     engagement shall terminate on the completion of Scott Cacurak's services
     hereunder. This engagement may be terminated by either party at any time by
     giving written notice to the other party not less than 30 calendar days
     before the effective date of termination.

4.   OWNERSHIP OF DELIVERABLES. Except as provided below, upon full and final
     payment to Scott Cacurak hereunder, the tangible items specified as
     deliverables or work product in the engagement letter or proposal to which
     these terms are attached (the "Deliverables") will become the property of
     VentureNet.


5.   LIMITATION ON WARRANTIES. THIS IS A SERVICES ENGAGEMENT. SCOTT CACURAK
     WARRANTS THAT HE WILL PERFORM SERVICES HEREUNDER IN GOOD FAITH. SCOTT
     CACURAK DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
     INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
     FOR A PARTICULAR PURPOSE.

6.   LIMITATION ON DAMAGES. VentureNet agrees that Scott Cacurak shall not be
     liable to VentureNet for any actions, damages, claims, liabilities, costs
     expenses, or losses in any way arising out of or relating to the services
     performed hereunder for an aggregate amount in excess of the fees paid by
     VentureNet to Scott Cacurak under this engagement. In no event shall Scott
     Cacurak be liable for consequential, special, indirect, incidental,
     punitive or exemplary damages, costs, expenses, or losses (including,
     without limitation, lost profits and opportunity costs). In furtherance and
     not in limitation of the foregoing, Scott Cacurak will not be liable in
     respect of any decisions made by VentureNet as a result of the performance
     by Scott Cacurak of his services hereunder. The provisions of this
     Paragraph shall apply regardless of the form of action, damage, claim,
     liability, cost, expense, or loss, whether in contract, statute, tort
     (including, without limitation, negligence), or otherwise.


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7.   COOPERATION. VentureNet shall cooperate with Scott Cacurak in the
     performance by Scott Cacurak of his services hereunder, including, without
     limitation, providing Scott Cacurak with reasonable facilities and timely
     access to data, information and personnel of VentureNet. VentureNet shall
     be responsible for the performance of its employees and agents and for the
     accuracy and completeness of all data and information provided to Scott
     Cacurak for purposes of the performance by Scott Cacurak of his services.

8.   FORCE MAJEURE. Neither VentureNet nor Scott Cacurak shall be liable for any
     delays resulting from circumstances or causes beyond its reasonable
     control, including, without limitation, fire or other casualty, act of God,
     strike or labor dispute. war or other violence, or any law, order or
     requirement of any governmental agency or authority.

9.   LIMITATION ON ACTIONS. No action, regardless of form, arising under or
     relating to this engagement. may be brought by either party more than one
     year after the cause of action has accrued, except that an action for
     non-payment may be brought by a party not later than one year following the
     date of the last payment due to such party hereunder.

10.  INDEPENDENT CONTRACTOR. It is understood and agreed that each of the
     parties hereto is an independent contractor and that neither party IS, nor
     shall be considered to be, an agent, distributor or representative of the
     other. Neither party shall act or represent itself, directly or by
     implication, as an agent of the other or in any manner assume or create any
     obligation on behalf of, or in the name of, the other.

11.  CONFIDENTIALITY. VentureNet and Scott Cacurak acknowledge and agree that
     all information communicated to either VentureNet or Scott Cacurak by the
     other party in connection with the performance by a party under this
     Agreement shall be received in confidence, shall be used only for purposes
     of this Agreement, and no such confidential information shall be disclosed
     by the respective parties or their agents or personnel without the prior
     written consent of the other party. Except to the extent otherwise required
     by applicable law or professional standards, the parties' obligations under
     this section do not apply to information that: (a) is or becomes generally
     available to the public other than as a result of disclosure by VentureNet
     or Scott Cacurak, (b) was known to either VentureNet or Scott Cacurak or
     had been previously possessed by VentureNet or Scott Cacurak without
     restriction against disclosure at the time of receipt thereof by VentureNet
     or Scott Cacurak, (c) was independently developed by VentureNet or Scott
     Cacurak without violation of this Agreement or (d) VentureNet and Scott
     Cacurak agree from time to time to disclose. Each party shall be deemed to
     have met its nondisclosure obligations under this Paragraph as long as it
     exercises the same level of care to protect the other's information as it
     exercises to protect its own confidential information, except to the extent
     that applicable law or professional standards impose a higher requirement.
     Scott Cacurak may retain, subject to the terms of this Paragraph, copies of
     VentureNet's confidential information required for compliance with
     applicable professional standards or internal policies. If either party
     receives a subpoena or other validly issued administrative or judicial
     demand requiring it to disclose the other party's confidential information,
     such party shall provide prompt written notice to the other party of such
     demand in order to permit such party to seek a protective order. So long as
     the notifying party gives notice as provided herein, the notifying party
     shall thereafter be entitled to comply with such demand to the extent
     permitted by law, subject to any protective order or the like that may have
     been entered in the matter.


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12.  SURVIVAL. The provisions of Paragraphs 1, 2, 4, 5, 6, 9, 10, 11 and 14
     hereof shall survive the expiration or termination of this engagement.

13.  ASSIGNMENT. Neither party may assign, transfer or delegate any of the
     rights or obligations hereunder without the prior written consent of the
     other party.

14.  SEVERABILITY. In the event that any term or provision of this Agreement
     shall be held to be invalid, void or unenforceable, then the remainder of
     this Agreement shall not be affected, impaired or invalidated, and each
     such term and provision of this Agreement shall be valid and enforceable to
     the fullest extent permitted by law.

15.  ENTIRE AGREEMENT. These terms, and the Proposal or Engagement Letter to
     which these terms are appended, constitute the entire agreement between
     Scott Cacurak and VentureNet with respect to the subject matter hereof and
     supersede all other oral and written representations, understandings or
     agreements relating to the subject matter hereof.