EXHIBIT 10.1


                        INDEPENDENT CONSULTING AGREEMENT

         This Independent  Consulting Agreement  ("Agreement"),  effective as of
January 21, 2004 ("Effective Date") is entered into by and between RCG COMPANIES
INCORPORATED,  a Delaware  corporation (herein referred to as the "Company") and
THE DEL MAR CONSULTING GROUP, INC., a California corporation (herein referred to
as the "Consultant").

                                    RECITALS

         WHEREAS,  the Company is a  publicly-held  corporation  with its common
stock traded on the American Stock Exchange; and

         WHEREAS,  Company  desires  to engage the  services  of  Consultant  to
represent the company in investors'  communications  and public  relations  with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's  current and proposed  activities,  and to consult with management
concerning such Company activities.

         NOW  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
covenants and agreements  hereinafter set forth, the parties hereto covenant and
agree as follows:

1. Term of Consultancy. Company hereby agrees to retain the Consultant to act in
a  consulting  capacity to the  Company,  and the  Consultant  hereby  agrees to
provide services to the Company commencing immediately and ending on January 30,
2005 unless otherwise mutually agreed to by the parties or terminated by Company
with 30 days notice for nonperformance by Consultant of its duties hereunder.

2. Duties of Consultant.  The Consultant  agrees that it will generally  provide
the following  specified  consulting services through its officers and employees
during the term specified in Section 1, above.

         (a) Consult with and assist the Company in developing and  implementing
         appropriate plans and means for presenting the Company and its business
         plans, strategy and personnel to the financial community,  establishing
         an image for the Company in the financial  community,  and creating the
         foundation for subsequent financial public relations efforts;

         (b) Introduce the Company to the financial  community,  including,  but
         not limited to, retail  brokers,  buy side and sell side  institutional
         managers,  portfolio managers, analysts, and financial public relations
         professionals;

         (c) With the cooperation of the Company,  maintain an awareness  during
         the  term  of this  Agreement  of the  Company's  plans,  strategy  and
         personnel,  as they may evolve  during  such  period,  and  consult and
         assist the Company in communicating  appropriate  information regarding
         such plans, strategy and personnel to the financial community;


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         (d) Assist and consult the Company  with  respect to its (i)  relations
         with stockholders,  (ii) relations with brokers,  dealers, analysts and
         other  investment  professionals,  and (iii) financial public relations
         generally;

         (e) Perform the functions  generally assigned to stockholder  relations
         and  public  relations  departments  in major  corporations,  including
         responding to telephone and written inquiries (which may be referred to
         the  Consultant  by the  Company);  preparing  press  releases  for the
         Company with the Company's  involvement and approval of press releases,
         investor   kits,   reports   and  other   communications   with  or  to
         shareholders,   the  investment   community  and  the  general  public;
         consulting  with respect to the timing,  form,  distribution  and other
         matters related to such releases,  reports and communications;  and, at
         the  Company's  request and subject to the  Company's  securing its own
         rights to the use of its  names,  marks,  and  logos,  consulting  with
         respect to corporate  symbols,  logos,  names, the presentation of such
         symbols,  logos and names,  and other  matters  relating  to  corporate
         image;

         (f) Upon  and  with  the  Company's  direction  and  written  approval,
         disseminate information regarding the Company to shareholders, brokers,
         dealers,  other  investment  community  professionals  and the  general
         investing public;

         (g) Upon and with the Company's direction,  conduct meetings, in person
         or by telephone,  with brokers,  dealers, analysts and other investment
         professionals  to communicate  with them regarding the Company's plans,
         goals and  activities,  and assist the Company in  preparing  for press
         conferences   and  other  forums   involving   the  media,   investment
         professionals and the general investment public;

         (h)  At the  Company's  request,  review  business  plans,  strategies,
         mission statements budgets,  proposed  transactions and other plans for
         the   purpose  of  advising   the  Company  of  the  public   relations
         implications thereof; and

         (i) Otherwise perform as the Company's  consultant for public relations
         and relations with financial professionals.

3.  Allocation of Time and Energies.  The Consultant  hereby promises to perform
and  discharge  faithfully  the  responsibilities  which may be  assigned to the
Consultant from time to time by the officers and duly authorized representatives
of the  Company  in  connection  with the  conduct of its  financial  and public
relations  and  communications  activities,  so long as such  activities  are in
compliance with applicable securities laws and regulations. Consultant and staff
shall  diligently  and  thoroughly  provide  the  consulting  services  required
hereunder.  Although no specific  hours-per-day  requirement  will be  required,
Consultant  and the Company  agree that  Consultant  will perform the duties set
forth  herein  above  in  a  diligent  and  professional   manner.  The  parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the  Consultant  and the benefits to be
received by the Company are expected to occur within or shortly  after the first
two months of the effectiveness of this Agreement.  It is explicitly  understood
that neither the price of the Company's  common stock, nor the trading volume of
the Company's  common stock hereunder  measure  Consultant's  performance of its


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duties.  It is also  understood that the Company is entering into this Agreement
with  Consultant,  a  corporation  and not any  individual  member  or  employee
thereof,  and,  as such,  Consultant  will not be deemed to have  breached  this
Agreement if any member,  officer or director of the Consultant  leaves the firm
or dies or becomes physically unable to perform any meaningful activities during
the term of the  Agreement,  provided  the  Consultant  otherwise  performs  its
obligations under this Agreement.

4. Remuneration.

4.1      (a) For undertaking this engagement,  for services previously rendered,
         and for other good and valuable  consideration,  the Company  agrees to
         issue to the Consultant a "Commencement Bonus" of Four Hundred Thousand
         (400,000)  restricted  shares of the  Company's  Common Stock  ("Common
         Stock" and such shares, collectively,  the "Shares"). Company may issue
         uncertified   shares  in  accordance   with  Company's   Bylaws.   This
         Commencement  Bonus  shall be fully paid and  non-assessable  and stock
         certificates  representing the  Commencement  Bonus shall be issued and
         delivered as follows:

                  (1) 280,000  shares of Common Stock shall be deemed  issued as
                  of the date hereof and delivered to  Consultant  within 5 days
                  of approval of the  American  Stock  Exchange  which  approval
                  shall be  sought  by  Company  upon the  next  acquisition  or
                  financing but no later than the earlier of (i) January 1, 2005
                  and (ii) 15 days of termination of this Agreement by Company.

                  (2) 60,000 shares shall be deemed  issued to  Consultant  upon
                  Consultant  introducing  at least 75 investment  professionals
                  (such  as  retail  stock  brokers,  buy  side  and  sell  side
                  analysts,  portfolio managers,  investment newsletter writers,
                  investment  bankers,  etc.) to the  Company  during  the first
                  forty-five (45) days of this Agreement. Consultant shall email
                  or  fax  to  Company,   on  a  daily  basis,  each  individual
                  investment professional that it has introduced to the Company.
                  The Company  shall  deliver to the  Consultant  a  certificate
                  representing  60,000 shares upon the later of (a) introduction
                  of the 75th such  investment  professional  to the Company and
                  (b) 5 days of approval of the American  Stock  Exchange  which
                  approval shall be sought by Company upon the next  acquisition
                  or  financing  but no later than the earlier of (i) January 1,
                  2005  and (ii) 15 days of  termination  of this  Agreement  by
                  Company.

                  (3) 60,000 shares shall be deemed  issued to  Consultant  upon
                  Consultant  introducing  at least  150  individual  investment
                  professionals  to the  Company  during the first  seventy-five
                  (75) days of this  Agreement.  The  Company  shall  deliver to
                  Consultant   the   60,000   shares   upon  the  later  of  (a)
                  introduction of the 150th such investment  professional to the
                  Company  (calculated  in  accordance  with  Section  4.1(a)(2)
                  above)  and  (b) 5 days  of  approval  of the  American  Stock
                  Exchange  which  approval  shall be sought by Company upon the
                  next acquisition or financing but no later than the earlier of
                  (i)  January 1, 2005 and (ii) 15 days of  termination  of this
                  Agreement by Company.


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         (b) Notwithstanding anything else in this Agreement to the contrary, in
         the event  Robert  Prag ceases to be  actively  involved in  performing
         services  for  Consultant   under  this  Agreement,   dies  or  becomes
         physically  unable to  perform  any  meaningful  activities  under this
         Agreement,  (1) Company may terminate  this Agreement 15 days following
         delivery to Consultant of a written notice of intent to terminate under
         this  Section  4.1(b) and (2)  Consultant  will return to  Company,  as
         liquidated  damages:   (A)  75%  of  the  Commencement  Bonus  if  such
         termination   is  effective   within  the  initial  3  months  of  this
         Agreement's term, (B) 50% of the Commencement Bonus if such termination
         is effective  following the initial 3 months of this  Agreement's  term
         but before the  expiration of the initial 6 months of this  Agreement's
         term  and (C) 25% of the  Commencement  Bonus  if such  termination  is
         effective  following the initial 6 months of this  Agreement's term but
         before the expiration of the initial 9 months of this Agreement's term.

4.2 The Company understands and agrees that Consultant has foregone  significant
opportunities to accept this engagement and that the Company derives substantial
benefit  from the  execution of this  Agreement  and the ability to announce its
relationship with Consultant.  The Commencement  Bonus,  therefore,  constitutes
payment for Consultant's  agreement to consult to the Company and, except as set
forth in Section 4.1(b), is a nonrefundable,  non-apportionable, and non-ratable
retainer and is not a prepayment for future services.  If the Company decides to
terminate this Agreement  prior to January 30, 2005, for any reason  whatsoever,
it is  agreed  and  understood  that,  except as set  forth in  Section  4.1(b),
Consultant will not be requested or demanded by the Company to return any of the
shares of Common Stock paid to it as Commencement Bonus hereunder.  Further,  if
and in the event the Company is acquired during the term of this  Agreement,  it
is agreed and  understood  Consultant  will not be  requested or demanded by the
Company  to  return  any of the  shares of Common  Stock  paid to it  hereunder.
Consultant agrees and understands that if the during the term of this Agreement,
Consultant  performs  substantial  services  for any  direct  competitor  of the
Company,  then the Shares issued by the Company to Consultant  hereunder will be
forfeited.

4.3 Notwithstanding anything else in this Agreement to the contrary, Company and
Consultant  acknowledge  and agree that for purposes of the  Company's  internal
accounting practices, the Company may desire to allocate all or a portion of the
Commencement  Bonus to any number of the services  provided by the Consultant to
the Company under this  Agreement  consistent  with the United States  generally
accepted accounting practices. Accordingly,  Consultant agrees to cooperate with
the  Company,   and  will  provide  to  the  Company   reasonable   support  and
documentation in connection with any such allocation process.

4.4 For performance under this agreement on a month-to-month basis, Company will
pay  Consultant a cash fee in the amount of $6,000 per month.  This  Consultancy
Fee shall be issued to the  Consultant  on a monthly  basis,  the first  monthly
payment due and payable upon the execution of this  Agreement and each following
monthly  payment payable in full on the first day of the respective  month.  The
monthly  Consultancy  Fee shall  continue to be paid monthly for the duration of
this Consulting Agreement.  The Company shall not be obligated to Consultant for
any monthly  cash fee for any month or part thereof  remaining  from the date of
any cancellation to January 30, 2005.


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4.5 The  Company or its assigns  agrees  that it will  include the Shares in the
next registration statement filed by the Company with the SEC on Forms SB-2, S-3
or other  appropriate  form,  other  than a  registration  on Form S-4 or S-8, a
registration relating solely to a Rule 145 transaction, or a registration on any
registration form that does not permit secondary sales relating to the resale of
restricted shares.

4.6 Company  warrants that the Shares issued to Consultant  under this Agreement
by  the  Company  shall  be  or  have  been  validly  issued,   fully  paid  and
non-assessable  and that the Company's board of directors has or shall have duly
authorized the issuance and any transfer of them to Consultant.

4.7  Consultant  acknowledges  that the  Shares  to be issued  pursuant  to this
Agreement have not been registered  under the Securities Act of 1933, as amended
(the "Securities  Act") and accordingly are "restricted  securities"  within the
meaning  of Rule 144 of the Act.  As  such,  the  Shares  may not be  resold  or
transferred  unless the Company  has  received an opinion of counsel and in form
reasonably  satisfactory  to the Company  that such resale or transfer is exempt
from the  registration  requirements of that Securities Act.  Consultant  agrees
that during the term of this Agreement, that it will not sell or transfer any of
the Shares  issued to it by the Company  hereunder,  except to the Company;  nor
will it pledge or  assign  such  Shares as  collateral  or as  security  for the
performance of any obligation, or for any other purpose.

4.8 In connection with the acquisition of the Shares,  Consultant represents and
warrants to Company as follows:

         (a)  Consultant  has been afforded the  opportunity to ask questions of
         and   receive   answers   from  duly   authorized   officers  or  other
         representatives  of the Company concerning an investment in the Shares,
         and any  additional  information  that the  Consultant  has  requested.
         Consultant  acknowledges  and  agrees  that it has been  provided  with
         copies of or has access to Company's  SEC filings and has reviewed such
         filings.

         (b) Consultant's  investment in restricted  securities is reasonable in
         relation to the Consultant's net worth,  which is in excess of ten (10)
         times the  Consultant's  cost basis in the Shares.  Consultant  has had
         experience in investments in restricted and publicly traded securities,
         and  Consultant  has  had  experience  in  investments  in  speculative
         securities  and  other  investments  that  involve  the risk of loss of
         investment. Consultant acknowledges that an investment in the Shares is
         speculative and involves a high degree of risk of loss, including,  but
         not limited to, those risks  specifically  set forth in  Company's  SEC
         filings.  Consultant has the requisite knowledge to assess the relative
         merits and risks of this  investment  without the  necessity of relying
         upon other advisors,  and Consultant can afford the risk of loss of his
         entire investment in the Shares.  Consultant is an accredited investor,
         as  that  term  is  defined  in  Regulation  D  promulgated  under  the
         Securities Act.

         (c) Consultant is acquiring the Shares for the Consultant's own account
         for  long-term  investment  and  not  with  a  view  toward  resale  or
         distribution  thereof except in accordance with  applicable  securities
         laws.


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5. Finder's Fee.

5.1 It is understood that in the event Consultant directly introduces Company to
a lender or equity purchaser, not already having a preexisting relationship with
the Company,  with whom Company, or its nominees,  ultimately finances or causes
the completion of such  financing,  Company agrees to compensate  Consultant for
such services  with a "finder's  fee" in the amount of 7% of total gross funding
provided by such lender or equity purchaser, such fee to be payable in cash.

5.2 It is  understood  that in the event  Consultant  introduces  Company  to an
intermediary  or broker dealer,  not already  having a preexisting  relationship
with Company, with whom Company, or its nominees,  ultimately finances or causes
the completion of such  financing,  Company agrees to compensate  Consultant for
such services with a "finder's fee" in the amount of 2.5% of total gross funding
provided by such intermediary or broker dealer,  such fee to be payable in cash.
This will be in addition to any fees payable by Company to said  intermediary or
broker dealer, if any, which shall be per separate agreements negotiated between
Company and such other intermediary or broker dealer.

5.3 It is also  understood  that in the  event  Consultant  directly  introduces
Company, or its nominees, to a merger and/or acquisition candidate,  not already
having a  preexisting  relationship  with  Company,  with whom  Company,  or its
nominees, ultimately is acquired, or with whom Company, or its nominees acquires
or causes the  completion  of such  acquisition,  Company  agrees to  compensate
Consultant  for such services with a "finder's fee" in the amount of 5% of total
gross consideration  provided by such merger and/or acquisition,  such fee to be
payable in the same form of consideration received by the seller/merged company.

5.4 It is also understood that in the event Consultant  introduces  Company,  or
its  nominees,  to a merger and/or  acquisition  candidate,  indirectly  through
another  intermediary,  not  already  having  a  preexisting  relationship  with
Company,  with whom Company,  or its nominees,  ultimately is acquired,  or with
whom  Company,  or its  nominees  acquires  or  causes  the  completion  of such
acquisition,  Company  agrees to compensate  Consultant for such services with a
"finder's  fee" in the amount of 2.5% of total gross  consideration  provided by
such  merger  and/or  acquisition,  such fee to be  payable  in the same form of
consideration received by the seller/merged company. This will be in addition to
any fees payable by Company to any other  intermediary,  if any,  which shall be
per separate agreements negotiated between Company and such other intermediary.

5.5 It is also understood that in the event Consultant  introduces  Company to a
strategic or business  partner,  not already  having a preexisting  relationship
with Company,  with whom  Company,  or its  nominees,  ultimately  enters into a
business alliance,  Company agrees to compensate  Consultant,  for such services
with a  "finder's  fee" in the amount of 5% of total gross  revenue  provided by
such business alliance,  for the life of the business  alliance,  such fee to be
payable in cash within 10 days of Company' receipt of said revenue.

5.6 It is further understood that Company, and not Consultant, is responsible to
perform any and all due diligence on such  intermediary  broker dealer,  lender,


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equity purchaser or acquisition/merger  candidate introduced to it by Consultant
under  this  Agreement,  prior to  Company  receiving  funds or  closing  on any
acquisition/merger.  However,  Consultant  will not  introduce  any  parties  to
Company  about  which  Consultant  has  any  prior  knowledge  of  questionable,
unethical or illicit activities.

5.7 Company agrees that said compensation to Consultant shall be paid in full at
the time said financing or acquisition/merger is closed, such compensation to be
transferred  by Company  to  Consultant  within  five (5)  business  days of the
closing of a financing, merger or acquisition transaction.

5.8 As  further  consideration  to  Consultant,  Company,  or its  nominees  and
assigns,  agrees to pay with  respect  to any  financing  or  acquisition/merger
candidate  provided  directly or indirectly to the Company by any  broker/dealer
intermediary,  lender or equity  purchaser  covered by this Section 5 during the
period  commencing at the effective  date of this  Agreement and ending one year
from  the  termination  of this  Agreement,  a fee to  Consultant  equal to that
outlined in Section 5 herein.

5.9 Consultant will notify Company,  in writing,  of  introductions it makes for
potential sources of financing or  acquisitions/mergers or strategic partners in
a timely manner  (within  approximately  3 days of  introduction)  via confirmed
delivery of a facsimile memo or email. If Company has a preexisting relationship
with  such  nominee  and  believes  such  party  should  be  excluded  from this
Agreement,  then  Company  will  notify  Consultant  immediately  within two (2)
business days of Consultant's facsimile or email to Company of such circumstance
via facsimile memo or email.

5.10 It is  specifically  understood  that  Consultant  is not and does not hold
itself out be a  Broker/Dealer,  but is rather merely a "Finder" in reference to
the Company procuring financing sources and acquisition/merger  candidates,  and
Consultant does not normally provide such services.  The Consultant will only be
introducing  the Company to such potential  entities and will not be responsible
for the structuring of any  transaction.  Any obligation to pay a "Finder's Fee"
hereunder shall survive the merging, acquisition, or other change in the form of
entity of the Company and to the extent it remains unfulfilled shall be assigned
and  transferred  to any  successor to the Company.  The Company  agrees that no
reference to the Consultant  will be made in any press release or  advertisement
of any transaction without the express approval,  in writing, of such release by
Consultant.

6. Non-Assignability of Services.  Consultant's services under this contract are
offered to Company  only and may not be  assigned  by Company to any entity with
which Company merges or which acquires the Company or  substantially  all of its
assets  wherein  the  Company  becomes a minority  constituent  of the  combined
Company.  In the  event of such  merger  or  acquisition,  all  compensation  to
Consultant  herein  under the  schedules  set forth  herein shall remain due and
payable, and any compensation  received by the Consultant may be retained in the
entirety by  Consultant,  all without any reduction or  pro-rating  and shall be
considered  and  remain  fully  paid  and  non-assessable.  Notwithstanding  the
non-assignability  of  Consultant's  services,  Company shall assure that in the
event of any merger,  acquisition, or similar change of form of entity, that its
successor  entity  shall  agree  to  complete  all  obligations  to  Consultant,
including  the  provision  and  transfer  of all  compensation  herein,  and the


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preservation  of the  value  thereof  consistent  with  the  rights  granted  to
Consultant by Company herein. Consultant shall not assign its rights or delegate
its duties hereunder without the prior written consent of Company.

7.  Expenses.  Consultant  agrees to pay for all its expenses  (phone,  mailing,
labor, etc.), other than extraordinary items (travel required by/or specifically
requested  by the Company,  luncheons  or dinners to large groups of  investment
professionals,   mass  faxing  to  a  sizable   percentage   of  the   Company's
constituents,  investor conference calls, print  advertisements in publications,
etc.)  approved by the Company in writing  prior to its  incurring an obligation
for  reimbursement.  The Company agrees and understands that Consultant will not
be responsible for preparing or mailing due diligence  and/or investor  packages
on the  Company,  and that the Company  will have some means to prepare and mail
out investor packages at the Company's expense.

8.   Indemnification.   The  Company  warrants  and  represents  that  all  oral
communications,  written  documents or materials  furnished to Consultant or the
public  by  the  Company  with  respect  to   financial   affairs,   operations,
profitability and strategic planning of the Company are accurate in all material
respects and Consultant may rely upon the accuracy  thereof without  independent
investigation.  The Company will protect, indemnify and hold harmless Consultant
against any claims or  litigation  including  any damages,  liability,  cost and
reasonable  attorney's  fees as incurred  with respect  thereto  resulting  from
Consultant's  communication or dissemination of any said information,  documents
or materials excluding any such claims or litigation resulting from Consultant's
communication  or dissemination of information not provided or authorized by the
Company.  9.  Representations/Covenants.  Consultant  represents  that it is not
required to maintain any licenses and  registrations  under federal or any state
regulations  necessary  to perform the  services  set forth  herein.  Consultant
acknowledges that, to the best of its knowledge, the performance of the services
set forth under this  Agreement  will not violate any rule or  provision  of any
regulatory agency having jurisdiction over Consultant.  Consultant  acknowledges
that, to the best of its knowledge,  neither  Consultant nor any of its officers
and  directors is the subject of any  investigation,  claim,  decree or judgment
involving  any  violation  of the SEC or  securities  laws.  Consultant  further
acknowledges  that  it  is  not  a  securities  Broker  Dealer  or a  registered
investment  advisor.  Consultant  agrees to  comply  with all  securities  laws,
regulations,   industry   guidelines  and   applicable   laws  and  to  maintain
confidential all of Company's confidential information.  Consultant acknowledges
that it has relied solely upon Consultant's own tax advisors with respect to all
tax matters related to this Agreement. Company acknowledges that, to the best of
its knowledge,  that it has not violated any rule or provision of any regulatory
agency having jurisdiction over the Company.  Company  acknowledges that, to the
best of its knowledge,  Company is not the subject of any investigation,  claim,
decree or judgment involving any violation of the SEC or securities laws.

10. Legal  Representation.  Each of Company and Consultant  represents that they
have consulted with independent legal counsel and/or tax, financial and business
advisors, to the extent that they deemed necessary.


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11. Status as Independent  Contractor.  Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income  taxes and other such  payment  shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters.  Neither the Company nor the Consultant possesses the authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

12.  Attorney's Fee. If any legal action or any arbitration or other  proceeding
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

13.  Waiver.  The waiver by either  party of a breach of any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

14. Notices. All notices,  requests, and other communications hereunder shall be
deemed to be duly given if sent by confirmed facsimile transmission or receipted
overnight courier (such as Federal Express)  addressed to the other party at the
address as set forth herein below:

                           To the Company:
                           --------------
                           RCG Companies Incorporated
                           Michael D. Pruitt, CEO
                           6836 Morrison Blvd.; Suite 200
                           Charlotte, NC 28211
                           Fax - (704) 366-5056
                           mdp@resoucecapital.com

                           To the Consultant:
                           -----------------
                           The Del Mar Consulting Group, Inc.
                           Robert B. Prag, President
                           2455 El Amigo Road
                           Del Mar, CA 92014
                           Fax - (858) 794-9544
                           bprag@delmarconsulting.com

It is  understood  that either party may change the address to which notices for
it shall be addressed  by providing  notice of such change to the other party in
the manner set forth in this paragraph.


                         Consulting Agreement - Page 9

<PAGE>

15. Choice of Law. This Agreement  shall be governed by,  construed and enforced
in accordance with the laws of the State of California.

16.  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
San  Diego,  CA,  in  accordance  with  the  applicable  rules  of the  American
Arbitration Association,  Commercial Dispute Resolution Procedures, and judgment
on the award rendered by the  arbitrator(s)  shall be binding on the parties and
may be entered in any court having jurisdiction.

17.  Complete  Agreement.  This Agreement  contains the entire  agreement of the
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  change,  modification,  extension or
discharge is sought.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

<TABLE>
<CAPTION>
<S>                                                <C>
COMPANY:                                           CONSULTANT:

RCG COMPANIES INCORPORATED                         THE DEL MAR CONSULTING GROUP, INC.



By:                                                By:
    --------------------------------------             -------------------------------------------
Name:    Michael D. Pruitt                         Name:   Robert B. Prag
Title:   CEO and its Duly Authorized Agent         Title:  President and its Duly Authorized Agent
</TABLE>



                         Consulting Agreement - Page 10