BUSINESS CONSULTING AGREEMENT

      AGREEMENT, made this 2nd day of August, 2001 by and between RAQUEL, INC. ,
      whose principle place of business is at 100 South Dohney Drive Los
      Angeles, CA 90048 hereinafter the "Company" and Anthony Leone ,whose
      principle place of business is at 150 Main Street, Port Washington, NY
      11050 hereinafter the "Consultant".

      WHEREAS, the Company desires to obtain Consultant's services in connection
      with the Company's business affairs and Consultant is willing to undertake
      to provide such services as hereinafter fully set forth;

                                   WITNESSETH

NOW, THEREFORE, the parties agree as follows:

1.    TERM: The term of this Consulting Agreement shall be for a Twelve (12)
      month period commencing on the date hereof.

2.    NATURE OF SERVICES: During the term of this Agreement Consultant shall
      provide advice to, undertake for and consult with the Company concerning
      management, product/service expansion Attend meetings of the and
      retrenchment, marketing consulting, strategic planning, liquidity
      management, corporate organization and structure, financial matters in
      connection with the operation of the business of the Company, and shall
      review and advise the Company regarding its overall progress, needs and
      condition. Consultant agrees to provide on a timely basis the following
      enumerated services plus any additional services contemplated thereby.

      (a)   Attend meetings of the Company's Board of directors or Executive
            Committee(s) when so requested by the Company;
      (b)   Attend meetings for and at the request of the Company review,
            analyze and report on proposed business opportunities;

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      (c)   Consult with the Company concerning strategic corporate planning and
            investment policies, including any revision of the Company's
            business plan when requested by the company;
      (d)   Locate acquisitions for the Company;
      (e)   Assist in negotiating potential acquisitions;
      (f)   Assist in the implements of short term and long term strategic
            planning as required by the Company;
      (g)   Advertise the Company's services and projects to its particular
            industry;
      (h)   Implementation of short range and long term strategic planning to
            fully develop and enhance the Company's assets, resources, products
            and services; (i) Advise the Company of means to restructure its
            debt and financial obligations;
      (j)   Negotiate with lenders regarding the restructuring of such debt
            obligations;
      (k)   Assist the Company in the monitoring of services provided by the
            Company's advertising firm, public relations firm and other
            professionals to be employed by the Company;
      (l)   Advise the Company relative to the recruitment and employment of key
            executives consistent with the expansion of operations of the
            Company; and
      (m)   Advise and recommend to the Company additional services relating to
            the present products/services offered by the Company as well as new
            products/services that may be provided by the Company.

4.    IT IS AGREED that the Consultant's services will not include any services
      that constitute the rendering of legal opinions or performance of work
      that is in the ordinary purview of a certified public accountant or any
      work that it is the ordinary purview of a registered broker/dealer.

5.    COMPENSATION: The Company agrees to compensate Consultant as follows:

      Upon execution of this Agreement, the Company shall issue Consultant an
      option to acquire 1,000,000 shares of the Company's free-trading stock at
      an exercise price of $0.05 per share. Company shall open an escrow account
      for sale of said shares, and upon receipt of monies for exercise of said
      options and purchase of shares; Company shall immediately, or within 10
      days; issue 1,000,000 shares as requested below:

                  Anthony Leone...............1,000,000 options

6.    EXPENSES: Consultant shall be entitled to reimbursement by the Company of
      such reasonable out-of-pocket expenses as Consultant may incur in
      performing services under this Consulting Agreement. Any significant
      expenses shall be approved in advance with the Company.

<PAGE>

7.    LIABILITY OF CONSULTANT: In furnishing the Company with management advice
      and other services as herein provided, neither Consultant nor any officer,
      director or agent thereof shall be liable to the Company or its creditors
      for errors of judgment or for anything except malfeasance, bad faith or
      gross negligence in the performance of its duties or reckless disregard of
      its obligations and duties under the terms of this agreement.

      It is further understood and agreed that Consultant may rely upon
      information furnished to it reasonably believed to be accurate and
      reliable and that, except as herein provided, Consultant shall not be
      accountable for any loss suffered by the Company by reason of Company's
      action or non-action on the basis of any advice, recommendation or
      approval of Consultant, its employees or agents.

      The parties further acknowledge that Consultant undertakes no
      responsibility for the accuracy of any statements to be made by management
      contained in press releases or other communications, including, but not
      limited to, filings with the Securities and Exchange Commission and the
      National Association of Securities Dealers.

8.    CONFIDENTIALITY: Consultant will not disclose to any other person, firm or
      corporation, nor use for his own benefit, during or after the term of this
      Consulting Agreement, any trade secrets or other information designated as
      confidential by the Company which is acquired by Consultant in the course
      of his 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 development, production methods and processes, sources of
      supply, customer lists, marketing plans and information concerning the
      filing of pendency of patent applications). Any management advice rendered
      by Consultant pursuant to this Consulting Agreement may not be disclosed
      publicly in any manner without the prior written approval of Consultant.

9.    INDEMNIFICATION: The Company agrees to indemnify and hold Consultant
      harmless from and against all losses, claims, damages, liabilities, costs
      or expenses (including reasonable attorneys' fees (collectively the
      "Liabilities") joint and several, arising out of the performance of this
      Consulting Agreement, whether or not Consultant is a party to such
      dispute. This indemnity shall not apply, however, and Consultant shall
      indemnify and hold the Company, its affiliates, control persons, officers,
      employees and agents harmless from and against all liabilities, where a
      court of competent jurisdiction has made a final determination that
      Consultant engaged in gross negligence or willful misconduct in the
      performance of its services hereunder which gave rise to the losses,
      claim, damage, liability, cost or expense sought to be recovered hereunder
      (but pending any such final determination, the indemnification and
      reimbursement provision of this Consulting Agreement shall apply and the
      Company shall perform its obligations hereunder to reimburse Consultant
      for its expenses.) The provisions of

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      this paragraph shall survive the termination and expiration of this
      Consulting Agreement.

10.   BREACH OF CONTRACT: The sole remedy of the Company in respect of any
      material breach of this Agreement by Consultant shall be to terminate this
      Agreement upon the giving of thirty (30) days prior written notice, but no
      such termination shall affect the options exercisable pursuant to
      paragraph 5 hereof.

11.   INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge that
      Consultant is an independent contractor. Consultant shall not hold himself
      out as, nor shall he take any action from which others might infer, that
      he is a partner of, agent of or a joint venture of the Company.

12.   HEADINGS: The headings in this Agreement are for reference purpose only
      and shall not in any way affect the meaning or interpretation of this
      Agreement.

13.   SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of any
      term, phrase, clause, paragraph, restriction, covenant, agreement or other
      provision of this Agreement shall in no way affect the validity or
      enforcement of any other provision or any part thereof.

14.   NOTICES: All notices to be given hereunder shall be in writing, with fax
      notices being an acceptable substitute for mail and/or delivery to:

                        (i)      Consultant
                                 150 Main Street
                                 Port Washington, NY 11050
                                 Facsimile: (516) 944-5295

                        (ii)     Raquel, Inc.
                                 100 South Dohney Drive
                                 Los Angeles, CA 90048
                                 Facsimile: (310) 274-0161

15.   MISCELLANEOUS:

      a.    All final decisions with respect to consultation, advice and
            services rendered by Consultant to the Company shall rest
            exclusively with the Company.
      b.    This Agreement contains the entire agreement of the parties hereto
            and there are no representations or warranties other than those
            contained herein. Neither party may modify this Agreement unless the
            same is in writing and duly executed by both parties hereto.

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      c.    By signing this Agreement, the Company admits to having no prior
            knowledge of any pending S.E.C. or N.A.S.D investigations into the
            trading of the securities of the Company or the activities of the
            Company.
      d.    In the event this Agreement or performance hereunder contravene
            public policy or constitute a material violation of any law or
            regulation of any federal or state government agency, or either
            party becomes insolvent or is adjudicated bankrupt or seeks the
            protection of any provision of the National Bankruptcy Act, or
            either party is enjoined, or consents to any order relating to any
            violation of any state or federal securities law, then this
            agreement shall be deemed terminated, and null and void upon such
            termination; neither party shall be obligated hereunder and neither
            party shall have any further liability to the other.
      e.    Any controversy or claim arising out of or related to this Agreement
            shall be settled by arbitration in accordance with the rules and
            under the auspices of the American Arbitration Association; and any
            arbitration shall be conducted within the venue of Complainant

Agreed and Accepted on this 2nd day of August 2001.

         Raquel , Inc.


         By: /s/ Raquel Zepeda, President
             ----------------------------------------
               Raquel Zepeda, President

Agreed and Accepted on this 2nd day of August 2001.


         /s/ Anthony Leone
         --------------------------------------------
         Anthony Leone