EXHIBIT 10.1

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made as of the 2nd day
of June, 2000, by and between Thomas A. Braun, a citizen and resident of Canada,
of 309 - 837 West Hastings Street, Vancouver, B.C., V6C 3N6 ("Consultant") and
College Software, Inc., a Florida corporation with its offices located in
Vancouver, B.C. (the "Company").

         WHEREAS, Consultant is a practicing attorney with experience in general
corporate securities matters; and

         WHEREAS, the Company desires to retain Consultant to advise and assist
the Company in its development on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Consultant agree as follows:

1.       ENGAGEMENT

         The Company hereby retains Consultant, effective as of the date hereof
         (the "Effective Date") and continuing until termination, as provided
         herein, to assist the Company in it's effecting the purchase of
         businesses and assets relative to its business and growth strategy,
         general business and financial issues consulting, and providing
         assistance in arranging, structuring and closing equity and/or debt
         financing for the Company (the "Services"). The Services are to be
         provided on a "best efforts" basis directly and through Consultant's
         agents or others employed or retained and under the direction of
         Consultant, if any ("Consultant's Personnel"); provided, however, that
         the Services shall expressly exclude any financial or accounting
         advice, accounting services or other services which require licenses or
         certification which Consultant may not have.

2.       TERM

         This Agreement shall have an initial term of six (6) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended for the same term
         (the "Extension Period") if the parties agree in writing to do so.

3.       TIME AND EFFORT OF CONSULTANT

         Consultant shall allocate time and Consultant's Personnel as it deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Except as otherwise agreed,
         Consultant's monthly statement identifying, in general, tasks performed
         for the Company shall be conclusive evidence that the Services have
         been performed. Additionally, in the absence of willful misfeasance,
         bad faith, negligence or reckless disregard for the obligations or
         duties hereunder by Consultant, neither Consultant nor Consultant's
         Personnel shall be liable to the Company or any of its shareholders for
         any act or omission in the course of or connected with rendering the
         Services, including but not limited to losses that may be sustained in
         any corporate act in any subsequent Business Opportunity (as defined
         herein) undertaken by the Company as a result of advice provided by
         Consultant or Consultant's Personnel.

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4.       COMPENSATION

         The Company agrees to pay Consultant a fee for the Services
         ("Consulting Fee") by way of the delivery by the company of One Hundred
         Thousand (100,000) shares of the Company's common stock as a fee,
         issued under Rule 701 with any required restriction, with a deemed
         value of $0.10 per share. These shares shall be delivered within seven
         (7) days of the execution hereof. All shares transferred are considered
         fully earned and non-assessable as of the date hereof.

5.       REGISTRATION OF SHARES

         Company agrees that any shares issued to satisfy a Transaction Fee may
         be registered by the Company with the Securities and Exchange
         Commission under any subsequent applicable registration statement filed
         by the Company at the Company's discretion. Such issuance or
         reservation of shares shall be in reliance on representations and
         warranties of Consultant set forth herein.

6.       COSTS AND EXPENSES

         All third party and out-of-pocket expenses incurred by Consultant in
         the performance of the Services or for the settlement of debts shall be
         paid by the Company, or Consultant shall be reimbursed if paid by
         Consultant on behalf of the Company, within ten (10) days of receipt of
         written notice by Consultant, provided that the Company must approve in
         advance all such expenses in excess of $500 per month.

7.       PLACE OF SERVICES

         The Services provided by Consultant or Consultant's Personnel hereunder
         will be performed at Consultant's offices except as otherwise mutually
         agreed by Consultant and the Company.

8.       INDEPENDENT CONTRACTOR

         Consultant and Consultant's Personnel will act as an independent
         contractor in the performance of its duties under this Agreement.
         Accordingly, Consultant will be responsible for payment of all federal,
         state, and local taxes, if any, on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Consultant's Personnel,
         and any and all business license fees as may be required. This
         Agreement neither expressly nor impliedly creates a relationship of
         principal and agent, or employee and employer, between Consultant's
         Personnel and the Company. Neither Consultant NOR Consultant's
         Personnel are authorized to enter into any agreements on behalf of the
         Company. The Company expressly retains the right to approve, in its
         sole discretion, each Asset Opportunity or Business Opportunity
         introduced by Consultant, and to make all final decisions with respect
         to effecting a transaction on any Business Opportunity.

9.       REJECTED ASSET OPPORTUNITY OR BUSINESS OPPORTUNITY

         If, during the Primary Term of this Agreement or any Extension Period,
         the Company elects not to proceed to acquire, participate or invest in
         any Business Opportunity identified and/or selected by Consultant,
         notwithstanding the time and expense the Company may have incurred
         reviewing such transaction, such Business Opportunity shall revert back

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         to and become proprietary to Consultant, and Consultant shall be
         entitled to acquire or broker the sale or investment in such rejected
         Business Opportunity for its own account, or submit such assets or
         Business Opportunity elsewhere. In such event, Consultant shall be
         entitled to any and all profits or fees resulting from Consultant's
         purchase, referral or placement of any such rejected Business
         Opportunity, or the Company's subsequent purchase or financing with
         such Business Opportunity in circumvention of Consultant

10.      NO AGENCY EXPRESS OR IMPLIED

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Consultant, or employee
         and employer as between Consultant's Personnel and the Company.

11.      TERMINATION

         The Company and Consultant may terminate this Agreement prior to the
         expiration of the Primary Term upon thirty (30) days written notice
         with mutual written consent. Failing to have mutual consent, without
         prejudice to any other remedy to which the terminating party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:

         (A)      By the Company.
                  --------------

                  (i)      If during the Primary Term of this Agreement or any
                           Extension Period, Consultant is unable to provide the
                           Services as set forth herein for thirty (30)
                           consecutive business days because of illness,
                           accident, or other incapacity of Consultant's
                           Personnel; or,

                  (ii)     If Consultant willfully breaches or neglects the
                           duties required to be performed hereunder;  or,

                  (iii)    At Company's option without cause upon 30 days
                           written notice to Consultant; or

         (B)      By Consultant.
                  -------------

                  (i)      If the Company breaches this Agreement or fails to
                           make any payments or provide information required
                           hereunder;  or,

                  (ii)     If the Company ceases business or, other than in an
                           Initial Merger, sells a controlling interest to a
                           third party, or agrees to a consolidation or merger
                           of itself with or into another corporation, or enters
                           into such a transaction outside of the scope of this
                           Agreement, or sells substantially all of its assets
                           to another corporation, entity or individual outside
                           of the scope of this Agreement; or,

                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver appointed for its business or assets, or
                           otherwise becomes insolvent or unable to timely
                           satisfy its obligations in the ordinary course of,
                           including but not limited to the obligation to pay
                           the Initial Fee, the Transaction fee, or the
                           Consulting Fee; or,

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                  (iv)     If the Company subsequent to the execution hereof
                           institutes, makes a general assignment for the
                           benefit of creditors, has instituted against it any
                           bankruptcy proceeding for reorganization for
                           rearrangement of its financial affairs, files a
                           petition in a court of bankruptcy, or is adjudicated
                           a bankrupt; or,

                  (v)      If any of the disclosures made herein or subsequent
                           hereto by the Company to Consultant are determined to
                           be materially false or misleading.

         In the event Consultant elects to terminate without cause or this
         Agreement is terminated prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Consultant for unreimbursed expenses, Consulting Fee
         and Transaction Fee accrued up to and including the effective date of
         termination. If this Agreement is terminated by the Company for any
         other reason, or by Consultant for reasons set forth in B(i) through
         (v) above, Consultant shall be entitled to any outstanding unpaid
         portion of reimbursable expenses, Transaction Fee, if any, and for the
         remainder of the unexpired portion of the applicable term (Primary Term
         or Extension Period) of the Agreement.

12.      INDEMNIFICATION

         Subject to the provisions herein, the Company and Consultant agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

13.      REMEDIES

         Consultant and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

14.      MISCELLANEOUS

         (A)      SUBSEQUENT EVENTS. Consultant and the Company each agree to
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      AMENDMENT. This Agreement may be amended or modified at any
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

         (C)      FURTHER ACTIONS AND ASSURANCES. At any time and from time to
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

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         (D)      WAIVER. Any failure of any party to this Agreement to comply
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall in no way be construed to be a waiver of any such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or noncompliance.

         (E)      ASSIGNMENT. Neither this Agreement nor any right created by it
                  shall be assignable by either party without the prior written
                  consent of the other.

         (F)      NOTICES. Any notice or other communication required or
                  permitted by this Agreement must be in writing and shall be
                  deemed to be properly given when delivered in person to an
                  officer of the other party, when deposited in the United
                  States mails for transmittal by certified or registered mail,
                  postage prepaid, or when deposited with a public telegraph
                  company for transmittal, or when sent by facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

<TABLE>
<CAPTION>
                  <S>                                         <C>
                  (i)      In the case of the Company:        College Software, Inc.
                                                              837 West Hastings Street, Suite 309
                                                              Vancouver, B.C.  V6C 3N6
                                                              Telephone:        (604) 605-0507
                                                              Telefax:          (604) 605-0508

                                                              Att:  Peter Braun, President

                  (ii)     In the case of Consultant:         Thomas A. Braun, Esq.
                                                              837 West Hastings Street, Suite 309
                                                              Vancouver, B.C.  V6C 3N6
                                                              Telephone:        (604) 605-0507
                                                              Telefax:          (604) 605-0508
</TABLE>

                  or to such other person or address designated in writing by
                  the Company or Consultant to receive notice.

         (G)      HEADINGS. The section and subsection headings in this
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      GOVERNING LAW. This Agreement was negotiated and is being
                  contracted for in British Columbia, and shall be governed by
                  the laws of the Province of British Columbia, and Canada,
                  notwithstanding any conflict-of-law provision to the contrary.

         (I)      BINDING EFFECT. This Agreement shall be binding upon the
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.

         (J)      ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  between the parties hereto and supersedes any and all prior

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                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understandings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other than as set forth herein, have been made by
                  any party.

         (K)      SEVERABILITY. If any part of this Agreement is deemed to be
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      COUNTERPARTS. A facsimile, telecopy, or other reproduction of
                  this Agreement may be executed simultaneously in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument, by one or more parties hereto and such executed
                  copy may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen. In this event, such
                  execution and delivery shall be considered valid, binding and
                  effective for all purposes. At the request of any party
                  hereto, all parties agree to execute an original of this
                  Agreement as well as any facsimile, telecopy or other
                  reproduction hereof.

         (M)      TIME IS OF THE ESSENCE. Time is of the essence of this
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
above date.


         The "Company"                                "Consultant"
         College Software, Inc.
         A Florida Corporation                        Thomas A. Braun, Esq.


         By:  /s/ Peter Braun                         /s/ Thomas A. Braun
              --------------------------              --------------------------
         Name: Peter Braun                            (Signed)
         Title: President

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