Exhibit 10.33

                              CONSULTING AGREEMENT

      This Consulting Agreement ("Agreement") is made, and is effective, this
4th day of June 2002, by and between Joseph Levy, whose address is 9800 Timbers
Drive Cincinnati, Ohio 45242 (hereinafter sometimes referred to as
"Consultant"), and Xynergy Corporation, whose address is 269 South Beverly
Drive, Suite 938, Beverly Hills, California (hereinafter sometimes referred to
as "Client").

                                    RECITALS:

      Whereas: Client desires to engage Consultant to render advisory and
consulting services to Client; and

      Whereas: Consultant has certain experience relevant to business
development and expansion that may be of benefit to the Client and is willing to
provide advisory and consulting services to Client.

      NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, Client and Consultant agree as follows:

      1. Engagement. Client retains Consultant, and Consultant accepts
engagement with Client, for an initial term of five months (one month credited,
plus four months from the date first written above), under the terms and
conditions set forth herein.

      2. Duties. Consultant will render advisory and consulting services to
Client during the term of this Agreement, and will give Client the benefit of
his special knowledge, skill, contacts and business experience to the extent
relevant to the business activities of Client.

The Consultant's services shall include, but not be limited to:

      a)    Providing advice and insight regarding current and future business
            operations;

      b)    Introductions to corporate contacts that may benefit the company;
            and

      c)    Other consultation as needed by Client and able by Consultant.

      3. Independent Contractor. Consultant is, and throughout the term of this
Agreement shall be, an independent contractor and not an employee, partner or
agent of Client. This Agreement calls for the performance of services by
Consultant as an independent contractor, and Consultant shall not be considered
an employee, partner or agent of Client for any purpose. Consultant shall be
solely responsible for filing all tax returns and paying any applicable tax
determined to be owed with respect to the payments received by Consultant
pursuant to this Agreement.

      4. Confidential Information. Consultant hereby acknowledges that during
the performance of this Agreement, Consultant may learn or receive confidential
Client information. Therefore, Consultant confirms that all such information
relating to Client's business will be kept confidential by Consultant, except to
the extent that such information is required to be divulged to Consultant's
support staff, associates or others in order to enable Consultant to perform
Consultant's obligations under this Agreement.

      5. Compensation or Payments to Consultant. Consultant shall be compensated
or paid by Client as follows:

COMPENSATION: The Client agrees to compensate Consultant as follows:

<PAGE>

Upon execution of this Agreement, the Company shall issue Consultant an option
to acquire 250,000 shares of the Company's free-trading stock (S-8)at an
exercise price of $0.05 per share. Company shall open an escrow account for sale
of said shares, and upon receipt of monies for exercise of said options and
purchase of shares; Company shall immediately, or within 3 business days; issue
the shares.

EXPENSES: Consultant shall be entitled to reimbursement by the Company of such
reasonable out-of-pocket expenses as Consultant may incur in performing services
under this Consulting Agreement. Any significant expenses shall be approved in
advance with the Company.

      6. Non-Exclusive Services. Client acknowledges that Consultant is engaged
in various other business activities, including rendering advisory and
consulting services to others. Client also agrees that this Agreement does not
require any specific amount of time to be devoted by Consultant to rendering
advisory and consulting services to Client. Likewise, Consultant acknowledges
that Client is engaged in various other business activities, and has, and in the
future may, retain other consultants to render to Client services similar to, or
in addition to, those to be rendered by Consultant.

      7. Termination and Return of Materials. After the initial two year term,
this Agreement shall continue on the same terms and conditions, except that it
may be terminated at any time by either Client or Consultant, upon thirty (30)
days written notice to the other party. Upon termination, Consultant must return
to Client all materials and information received from Client. Any termination
shall not terminate, or cease, the compensation or payments to be made to
Consultant pursuant to Exhibit "A", for work already performed or completed by
Consultant.

      8. Notices. Any notice required to be given or otherwise given pursuant to
this Agreement shall be in writing and shall be hand delivered, mailed by
certified mail, return receipt requested, or sent by recognized overnight
courier service as follows:

                If to Client:             269 South Beverly Drive, Suite 938,
                                          Beverly Hills, California

                If to Consultant:         9800 Timbers Drive
                                          Cincinnati, Ohio 45242

      9. Disputes. Any dispute that arises between the parties with respect to
the performance of this agreement shall be submitted to binding arbitration by
the American Arbitration Association, to be determined and resolved by that
Association under its rules and procedures in effect at the time of submission,
and the parties hereby agree to share equally in the costs of said arbitration.
The final arbitration decision shall be enforceable through the courts of any
state where either of the parties resides, is doing business, or has assets.

      10. Complete Agreement. This Agreement constitutes the final and entire


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<PAGE>

agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations, understandings and agreements between the
parties whether oral or written.

      11. Headings. The headings in this Agreement are inserted for convenience
only and shall not be used to define, limit or describe the scope of this
Agreement or any of the obligations herein.

      12. Severability. Should any provision of this Agreement be held
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall be unaffected by such holding; and the parties agree to mutually
agree and execute an addendum to this Agreement which replaces the invalid or
unenforceable provision with a valid and legal provision which nevertheless
retains, as nearly as is legally possible and valid, the original meaning and
spirit of the invalid or unenforceable provision.

      13. Governing Law. This Agreement shall governed and construed in
accordance with the laws of the State of California.

      14. Amendment. This Agreement may be amended only by an instrument in
writing signed by both parties hereto.

      IN WITNESS WHEREOF, the parties hereto, or their duly authorized
officer(s), have signed this Agreement as of the date first above written. THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE
PARTIES.

Xynergy Corp.                               CONSULTANT


By: s/s Raquel Zepeda                       By: s/s Joe Levy
   ---------------------                       -----------------
Raquel Zepeda                               Joe Levy


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