EXHIBIT 10.3



                         Comprehensive Resource Advisors

                         MANAGEMENT CONSULTING AGREEMENT

This  AGREEMENT is made this 1st day of August 2001 between  Panama  Industries,
Inc.  (THE  COMPANY) with its  principle  business  offices  located at 76 North
Broadway,  Hicksville, New York 11801 and Comprehensive Resource Advisors, Inc.,
(THE FIRM),  with its principle  business  offices located at 199 Willis Avenue,
Mineola,  NY 11501,  and is deemed to be effective as of this date,  August 1st,
2001.



During  the  last 15  years,  the  principals  of THE FIRM  have  had  extensive
Management   Consulting   experience  with  a  variety  of  private  and  public
corporations.  This  AGREEMENT  pertains  to  retaining  THE FIRM as  Management
Consultants,   reporting  directly  to  the  Chairman  of  THE  COMPANY,  unless
specifically  directed  otherwise.  THE  COMPANY  wishes to retain  THE FIRM and
accordingly THE FIRM and THE COMPANY agree to as follows:



1. Services
     a.   THE FIRM, shall provide sound advice and other consulting  services to
          THE  COMPANY  with  respect  to  matters  related  to the  operations,
          technology, control, management, and financing of THE COMPANY.
     b.   THE FIRM will  utilize  their best  efforts to provide the services to
          THE COMPANY
     c.   THE FIRM will be available to discuss any and all company matters that
          are  presented,  within a  reasonable  period  of time and with a high
          degree of discretion.
     d.   THE COMPANY on a monthly  basis will provide the "NOBO"  Report to THE
          FIRM. THE COMPANY will provide to THE FIRM the Weekly DTC Report.
     e.   THE FIRM can and will  provide the  following  list of services at the
          request of THE COMPANY and with an agreed upon cost for each  specific
          service identified.






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                    Description of Special Services Available


               1.   Management Consulting
               2.   SEC Filings
               3.   Merger & Acquisition Advice
               4.   Due Diligence Effort
               5.   Investor Relations
               6.   Public Relations
               7.   Facilitate Introductions to Broker/Dealers Firms
               8.   Facilitate Introductions to Investment Banking Firms
               9.   Strategic Market Analysis
               10.  Financial Analysis
               11.  Organizational Analysis
               12.  Web Site Development
               13.  Coordinate Work Between Other Professionals



2. Compensation
     a.   A  retainer  of  250,000  shares of THE  COMPANY'S  Common  Stock with
          immediate  registration  rights for  consideration  of the  consulting
          services  provided by the THE FIRM,  shall be made  available upon the
          signing of this AGREEMENT.  This retainer is a non-refundable  payment
          made to engage the resources of THE FIRM
     b.   It is understood that the usual rate for THE FIRM is $500 per hour, in
          lieu of this, THE FIRM will accept and THE COMPANY will deliver to THE
          FIRM,  located at 199 Willis  Avenue,  Mineola,  NY 11501,  a block of
          shares of THE COMPANY Common Stock.
     c.   Upon  presentation  of  receipts,  THE  COMPANY,  agrees  to  pay  all
          necessary  and  reasonable  business  expenses  for any and all  tasks
          assigned  to  THE  FIRM,   including,   but  not  limited  to  travel,
          entertainment, and material supplies.



3. Competition
     a.   THE FIRM represents to THE COMPANY that they do not have any AGREEMENT
          to provide consulting services to any other party, firm, or company in
          the same  industries as THE COMPANY,  and will not enter into any such
          AGREEMENT during the term of this AGREEMENT.



4. Confidentiality
     a.   THE FIRM agrees that it will not  communicate to any person,  firm, or
          corporation  any  information  relating  to  customer  lists,  prices,
          secrets,  advertising, nor any confidential knowledge or secrets which
          he might from time to time may acquire with respect to the business of
          THE  COMPANY or any of its  affiliates  or  subsidiaries.  This clause
          shall survive for one year after the termination of this AGREEMENT.


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5. Defense and Indemnification

     a.   THE COMPANY  agrees,  at its sole expense,  to defend THE FIRM, and to
          indemnify and hold the THE FIRM harmless  from, any claims or suits by
          a third party  against the THE FIRM or any  liabilities  or  judgments
          based thereon,  either arising from THE FIRM's performance of services
          for THE  COMPANY  under this  AGREEMENT  or arising  from any  Company
          products which result from THE FIRM's  performance of general services
          under  this  AGREEMENT  provided  THE  FIRM  is  not  liable  for  any
          intentional act or negligence.

6. Term and Termination
     a.   This AGREEMENT shall be for a term of 12 months, and is renewable upon
          reasonable  terms and  conditions as may be agreed upon by THE COMPANY
          and THE FIRM.  THE FIRM must be notified  in writing,  no less than 60
          days  prior to the  termination  of this  agreement  of THE  COMPANY's
          intention not to renew.
     b.   Termination  is upon 60 days  written  notice  between  either  of the
          parties to this AGREEMENT

7. Miscellaneous

     a.   Any and all work generated on behalf of THE COMPANY  including but not
          limited to: databases,  models, charts and, presentations,  which will
          remain the sole  ownership  of THE  COMPANY and will be turned over to
          THE COMPANY as required.
     b.   The   relationship   created  by  this  AGREEMENT  shall  be  that  of
          independent  contractor,  and THE FIRM shall have no authority to bind
          or act as agent for THE  COMPANY  or its  employees  for any  purpose,
          unless specifically designated by the Chairman in writing.
     c.   Notice given by one party to the other  hereunder  shall be in writing
          and deemed to have been properly  given or paid if deposited  with the
          United States Postal Service,  registered or certified mail, addressed
          as follows:

         THE COMPANY       Panama Industries, Inc.
                           76 North Broadway Hicksville, New York 11801

         THE FIRM          Comprehensive Resource Advisors, Inc.
                           199 Willis Avenue, Mineola, New York 11501


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     d.   This  AGREEMENT  replaces any previous  AGREEMENT and the  discussions
          relating  to the subject  matters  hereof and  constitutes  the entire
          AGREEMENT between THE COMPANY and THE FIRM with respect to the subject
          matters of this  AGREEMENT.  This AGREEMENT may not be modified in any
          respect by any verbal statement,  representation, or AGREEMENT made by
          any employee,  officer,  or representative  of THE COMPANY,  or by any
          written documents unless it is signed by an officer of THE COMPANY and
          by THE FIRM.

IN WITNESS WHEREOF,  the parties have executed this AGREEMENT effective the date
first stated above.  This  AGREEMENT is bound under the Laws of the State of New
York and shall be construed  and  enforced in  accordance  with those laws.  Any
remedies  on breach of the  AGREEMENT  will be  determined  exclusively  through
binding arbitration provided by the New York State court system.

By:__________________________________           ________________
Andrew Mazzone- Chairman of the Board                 Date

By: _________________________________           ________________
Lee Rubinstein - President                            Date









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