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CONSULTING AGREEMENT





THIS AGREEMENT is entered into October 17, 2001 by and
between ELine Music.com., Inc. a corporation organized and existing under the
laws of the State of Nevada having its principal place of business at 14919
Lebanon Rd. Old Hickory, TN 37138 ("Company") and James Stewart, 14 North 6th
Street, Stroudsburg, PA(Consultant).





WITNESSETH:





In consideration of the premises and
mutual covenants hereinafter contained, the parties hereto agree as follows:





THE SERVICES





The Consultant has assured the Company she has the required skills as
listed below that will allow the Consultant to provide the services
required:





a.
232:    Assist
the company with her expertise to signup talent for the website.






Assisting
the company in strategic planning in the area of securing the maximum number of
independent record labels and independent recording artists for the company's
music web site.






Assist
the company in identifying industry acquisitions and development of
joint-venture agreements with the major recording companies.








Assist the company in developing its
public relations department.He will
also help the company to place articles in media related to the music industry.






274:    WORK FOR HIRE






283:    It
is the intention of the parties hereto that all rights, including without
limitation copyright in any reports, surveys, marketing promotional and
collateral materials prepared by the Consultant pursuant to the terms of this
Agreement, or otherwise for Company (hereinafter "the Work") vest in Company.
The parties expressly acknowledge that the Work was specially ordered or
commissioned by Company, and further agree that it shall be considered a "Work
Made for Hire" within the meaning of the copyright laws of the United States
and that Company is entitled as author to the copyright and all other rights
therein, throughout the world, including, but not limited to, the right to make
such changes therein and such uses thereof, as it may determine in its sole and
absolute discretion.






If,
for any reason, the Work is not considered a work made for hire under the
copyright law, then the Consultant hereby grants and assigns to Company, its
successors and assigns, all of its rights, title, and interest to the Work,
including, but not limited to. The copyright herein throughout the world (and
any renewal, extension or reversion copyright now or hereafter provided), and
all other rights therein of any nature whatsoever, whether now known or
hereafter devised, including, but not limited to the right to make such changes
therein, and such uses thereof, as Company may determine.






PROPRIETARY INFORMATION



322:    


a.
327:    For
purposes of this agreement, "proprietary information" shall mean any
information relating to the business of Company or any entity in which Company
has a controlling interest and shall include (but shall not be limited to)
information encompassed in all drawings, designs, programs, plans, formulas,
proposals, marketing and sales plans, financial information, costs, pricing
information, customer information, and all methods, concepts or ideas in or
reasonably related to the business of Company.







341:    Consultant agrees to regard and preserve as confidential, all
information whether Consultant has such information in memory or in writing or
other physical form. Consultant shall not, without written authority from
Company to do so, directly or indirectly, use information for any other
purposes, nor disclose to others either during the term of its engagement
hereunder or thereafter, except as required by the conditions of consultant's
engagement hereunder. 









Consultant
shall not disclose any reports, recommendations, conclusions or other results
of the Services or the existence or the subject matter of this contract without
the prior written consent of Company. In Consultant's performance hereunder,
Consultant shall comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm or
corporation.






The
Consultant expressly agrees that the covenants set forth in this Paragraph are
being given to the Company in connection with the engagement of the Consultant
by the company, within the terms stated to the fullest extent deemed reasonable
and permitted in law and equity.In the
event that the foregoing limitations upon the conduct of the Consultant are
beyond those permitted by law, such limitations, both as to time and
geographical area, shall be, and be deemed to be, reduced in scope and effect
to the maximum extent permitted by law.





e.
383:
The
foregoing obligations of this Paragraph shall not apply to any part of
information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Consultant, hereafter disclosed
in publicly available sources of information, (iii) is now in the possession of
Consultant without any obligation of confidentiality, or (iv) has been or is
hereafter lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully authorized
by that third party.





4.
INJUNCTIVE RELIEF





Consultant acknowledges that
the injury to Company resulting from any violation by it or any of the
covenants contained in this agreement will be of such a character that it
cannot be adequately compensated by money damages, and, accordingly, Company
may, in addition to pursuing its other remedies, obtain an injunction from any
court having jurisdiction of the matter restricting any such violation; and no
bond or other security shall be required in connection with such injunction.
















433:    Company
shall pay Consultant a consulting fee of 400,000 shares of unrestricted
stock.





b.
The
Consultant shall provide to the Company on the first day of every month an
outline as to the Services that will be performed that month.  Within ten (10) days from the end of each
and every month, Consultant will provide to Company a statement as to the work
that was performed for the prior month.





c.
If
in reviewing the statement made by the Consultant to the Company that are
required within ten (10) days after the close of a business month, Company
determines that Consultant is not making sufficient progress in order to
compete work for which Consultant has hired within a reasonable time, the
Company will give written notice to Consultant.  Consultant shall have fifteen (15) days to complete the work
required and provide further reports to the Company.





6.
471:    BENEFITS





The Consultant, as an
independent contractor, shall not be entitled to any other benefits other than
the fees provided under Paragraph 5 of this Agreement.

















7.
DUTY TO REPORT INCOME





The Consultant acknowledges
and agrees that it is an independent contractor and not an employee of the
company and that it is Consultant's sole obligation to report as income all
compensation received from company pursuant to this agreement.  The Consultant further agrees that the
Company shall not be obligated to pay withholding taxes, social security,
unemployment taxes, and disability insurance premiums, or similar items, in
connection with any payments made to the Consultant pursuant to the terms of
this Agreement.





8.
TERM





This Agreement shall be
effective beginning as of October 17, 2001, and shall continue for a period of
five years; provided however, that either Company or Consultant may terminated
this Agreement in whole or in part at any time upon thirty (30) days' written
notice to the other party.  In the event
of termination or upon expiration of this Agreement, consultant shall return to
company any and all equipment, documents or materials, and all copies made
thereof, which Consultant received from Company. For the purposes of this
Agreement, the Company shall pay any amounts provided in Paragraph 5 hereof
through the date of such notice of termination or expiration. Consultant shall
have earned a pro-rata amount of unrestricted shares up to date of notice and
shall return to Company, or designee of Company, any unearned shares.





9.
INDEMNIFICATION








The Consultant shall
indemnify and save Company harmless from and against all claims arising in
favor of any person, firm or corporation on account of personal injury or
property damage in any way resulting from the improper or illegal acts of
consultant, its employees or agents.  The foregoing indemnity shall include all costs incurred by Company,
including reasonable attorneys' fees.





10.
NOTICES





All notices and billings
shall be in writing and sent first class mail to the respective addresses of
the parties set forth at the beginning of this Agreement or to such other
address as any party may designate by notice delivered hereunder to the other
party.





11.
GENERAL





a.
The terms and conditions of Paragraphs 3 and 4 hereof shall
survive the termination of this Agreement or completion of the Service as the
case may be.





b.
Neither
the Company nor Consultant shall assign this Agreement or delegate its duties
hereunder and shall not subcontract any of the Services to be performed
hereunder without the prior written consent of the other party hereto.





c.
The
laws of the State of Nevada shall govern this Agreement.





d.
This
Agreement constitutes the entire understanding between Consultant and Company
respecting the Services described herein.The terms and conditions of any purchase order shall have no effect upon
this Agreement and shall be used for accounting purposes only.





e.
The
failure of either party to exercise its rights under this Agreement shall not
be deemed to be a waiver of such rights or a waiver of any subsequent breach.





f.
Any
delay or nonperformance of any provision of this Agreement caused by conditions
beyond the reasonable control of the performing party shall not constituted a
breach a this Agreement, provided that the delayed party has taken reasonable
measures to notify the other of the delay in writing.  The delayed party's time for performance shall be deemed to be
extended for a period equal to the duration of the conditions beyond its
control.





g.
Company
agrees not to knowingly hire or solicit Consultant's employees during
performance of this Agreement and for a period for two years after termination
of the is Agreement without Consultant's written consent.





h.
If
a dispute arises under this Agreement, the parties agree to first try to
resolve the dispute with the help a mutually agreed-upon mediator in
Nevada.  The parties shall share any
cost and fees other than attorney fees associated with the mediation
equally.  If the dispute is not resolved
through mediation, the parties agree to submit the dispute to binding
arbitration in Nevada under the rules of the American Arbitration Association.  Judgement upon the award rendered by the
arbitrator may be entered in any court with jurisdiction to do so.





i.
If
any legal action is necessary to enforce this Agreement, the prevailing party
shall be entitled to reasonable attorney fees, costs and expenses.





j.
This
Agreement together with all exhibits, appendices or other attachments, which
are incorporated herein by reference, is the sole and entire Agreement between
the parties.  This Agreement supersedes
all prior understandings, agreements and documentation relating to such subject
matter.




















IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the date first above
written.

















/s/ Tammy Sulcer











Sonny Paradise


Chief
Executive Officer











James Stewart





CONSULTANT








Signature:/s/ James Stewart



























821:    





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