CONSULTING AGREEMENT



CONSULTING AGREEMENT





THIS AGREEMENT is entered into August 21, 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 Steven Demko, 14 North Sixth Street, Stroudsburg, PA
(Consultant).





WITNESSETH:





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





1.	THE SERVICES





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





a.	Assist the company with his expertise to signup talent for the website.





b.	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.





c.	Assist the company in the design and operation of its recording studios.





1.	WORK FOR HIRE





a.	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.





b.	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.





1.	PROPRIETARY INFORMATION





a.	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.





b.	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. 





c.	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.





d.	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.	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.





1.	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.





2.	FEES	





a.	Company shall pay Consultant a consulting fee of 250,000 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.





1.	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.





2.	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. 





3.	TERM





This Agreement shall be effective beginning as of August 21, 2001, and shall
continue for a period of one year; 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.





4.	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.





5.	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.





6.	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 this 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/ Sonny Paradise


Chief Executive Officer








Steven R. Demko


		CONSULTANT





Signature:  /s/ Steven R. Demko