Exhibit 10.4.


                         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.


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    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.

    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


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    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