CONSULTING AGREEMENT

         This Agreement ("Agreement") is entered into as of the 13th day of June
2001 by and between 3PF.com,  Inc., a Delaware  corporation  (hereinafter "3PF")
and George  Kuper  (hereinafter  "Kuper"),  and the parties  therefore  agree as
follows.

SECTION 1.        POSITION AND DUTIES
          Kuper will be expected to perform such duties and  responsibilities as
          are commensurate  with the position of Chief Operating  Officer of 3PF
          and for  seeing  that the  directions  and  assignments  of the  Chief
          Executive  Officer  and the  orders  and  resolutions  of the Board of
          Directors  are carried into effect,  including to plan,  develop,  and
          help  establish  policies and objectives or business  organization  in
          accordance  with those  directions,  orders,  and  resolutions.  Kuper
          understands  that his duties  may  require  frequent  travel as may be
          needed by 3PF from time to time.

SECTION 2.        TERM
          The Term of this Agreement shall commence on April 1, 2001, and end on
          December  31,  2001.  At any time  during the Term,  the  parties  may
          negotiate in good faith for the possible  extension of this  Agreement
          or the revision of the terms of this Agreement.

SECTION 3.        CONSULTING FEE
          Throughout  the Term of this  Agreement,  3PF will pay  Kuper a fee of
          $15,000.00  per month.  Payment  will be made  pursuant to the monthly
          invoice submitted by Kuper.

SECTION 4.        BUSINESS EXPENSES
          During the Term of this Agreement,  Kuper shall be entitled to receive
          reimbursement  for  reasonable  expenses  incurred  by  Kuper  in  the
          performance of his duties under this Agreement  upon  presentation  of
          appropriate  documentation of such  expenditures and if those expenses
          meet the  requirements  of any policies  issued by 3PF,  including any
          modifications  to those  policies  that may be made from time to time,
          with  respect  to  the  incurring,  and  reimbursement,   of  business
          expenses.

SECTION 5         PROPRIETARY INFORMATION

          5.01    CONFIDENTIALITY
          Kuper will be expected to forever hold in the strictest confidence and
          not disclose to any person,  firm,  corporation or other entity any of
          3PF's  Proprietary  Information,  as  defined  below,  except  as such
          disclosure  may be required in connection  with his work for 3PF or as
          expressly  authorized  by 3PF's  policies in effect from time to time.
          Kuper  understands  and agrees that the  obligations set forth in this
          Section 5 with  respect to the  confidentiality  of 3PF's  Proprietary
          Information survive this Agreement.

          5.02 DEFINITION OF PROPRIETARY INFORMATION
          For the purposes of this Agreement, the term "Proprietary Information"
          shall  mean  patent  applications,   copyrights,  industrial  designs,
          service  marks,  trademarks,  trade  names,  discoveries,  inventions,
          processes, methods, formulae, trade secrets, technical data,


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          drawings,   packaging,   information   concerning  prices,  costs  and
          customers,   marketing   techniques,   inter   company   publications,
          unpublished works, plans,  policies,  computer and information systems
          and software and all other  information  and  knowledge in any form or
          media,  relating or  pertaining to the  products,  services,  sales or
          other business of 3PF, its parent company,  successor,  affiliates and
          customers in any way which is of a confidential or proprietary nature.

          Notwithstanding  the foregoing,  "Proprietary  Information"  shall not
          include information that has become generally known in or available to
          the public or industry in which 3PF  conducts  business  and shall not
          include  general  skills and expertise that Kuper acquires or may have
          acquired during Kuper's work for 3PF or Kuper's work in the industry.

SECTION 6.        INDEMNIFICATION
          3PF agrees to indemnify  and hold Kuper  harmless from and against any
          losses, claims,  demands,  damages or liabilities of any kind relating
          to or arising out of Kuper's  duties and  responsibilities  under this
          Agreement.  3PF will not, however, be responsible for any such losses,
          claims, demands,  damages,  liabilities or expenses that have resulted
          from the gross  negligence or willful  misconduct  of Kuper.  3PF also
          agrees  that  Kuper  shall  not  have  liability  (whether  direct  or
          indirect,  in  contract,  tort  or  otherwise)  to  3PF  or any of its
          security holders or creditors for or in connection with this agreement
          or  Kuper's  duties  in  connection  therewith,  except  for any  such
          liability  for  losses,  claims,  demands,  damages,   liabilities  or
          expenses  incurred by 3PF that have resulted from the gross negligence
          or willful misconduct of Kuper.

SECTION 7.        TERMINATION

          7.01     BY EITHER PARTY WITH NOTICE
          Either party may terminate  this  agreement at any time for any reason
          or for no reason with seven days' advance  written notice to the other
          party.

          7.02     BY EITHER PARTY IMMEDIATELY
          3PF  may  terminate  this  agreement   immediately   without   further
          obligation to Kuper (other than 3PF's  obligations to pay fees accrued
          through the date of termination under Section 3, to reimburse expenses
          incurred prior to the date of termination as provided in Section 4 and
          to indemnify as provided in Section 6) upon the  occurrence  of any of
          the following:

                  (i)      Gross misconduct; or

                  (ii)     Any breach of Section 5 of this agreement.

          Kuper may terminate this agreement  without further  obligation to 3PF
          upon a material breach by 3PF of Sections 3 or 6 of this agreement.

SECTION 8.        ARBITRATION
          Any  controversy or claim arising out of or relating to this Agreement
          or the breach  hereof  shall be submitted  to binding  arbitration  in
          accordance with the employment arbitration

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          Rules then in effect of the American Arbitration  Association ("AAA").
          The party  seeking  arbitration  must  provide  written  notice to the
          opposing  party of the intent to arbitrate  claims.  Arbitration  will
          take place at AAA's offices in Southfield, Michigan.

          The parties  shall select an  arbitrator  from a list  provided by the
          American  Arbitration  Association  that is mutually  satisfactory  to
          them. If the parties are unable to agree on an arbitrator,  they shall
          each choose an  arbitrator  through  the rules  applied by AAA for the
          selection of  arbitrators.  The arbitrator  shall apply the law of the
          State of Michigan or the federal law of the United  States of America,
          or both,  as  applicable  to the  claims  asserted.  The  award of the
          arbitrator  shall be binding and final on all parties.  Judgment  upon
          the award  rendered  may be entered in any court  having  jurisdiction
          thereof.  The  arbitrator's  fee and costs  shall be  divided  equally
          between the parties.

SECTION 9.        ENTIRE AGREEMENT
          This Agreement contains the entire  understanding  between the parties
          hereto with respect to the subject  matter hereof and  supercedes  any
          prior understandings,  agreements or representations, written or oral,
          relating to the subject matter hereof. It is to be construed under the
          laws of the State of Michigan.

SECTION 10.       NO AMENDMENT
          No modification of amendment of this Agreement shall be binding unless
          executed in writing by each of the parties hereto.

3PF.COM, INC.                                 GEORGE KUPER

By: /s/ Paul Rosenbaum                        /s/ George Kuper
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Its: CEO

Date: June 13, 2001                           Date: June 13, 2001
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