EXHIBIT 10.10

                              CONSULTING AGREEMENT

     AGREEMENT  made May 31, 2002 (the  "Agreement"),  by and  between  eContent
Inc., a Delaware  corporation  with its principal place of business at 2455 East
Sunrise Blvd. #703, Ft.  Lauderdale,  Fl 33401 ("Client") and John P. Serubo, an
individual  with  an  address  at  1270  Camellia  Circle,   Weston,   FL  33326
("Consultant").  (The Client and the Consultant are referred to  individually in
this Agreement as a "Party" and collectively as the "Parties.)

                                   BACKGROUND

     1. Client is a vertically  integrated  e-commerce  marketing company and in
the conduct of such business  desires to have  marketing  and business  advisory
services performed for Client by Consultant.

     2.  Consultant  agrees to perform these services for Client under the terms
and conditions set forth in this Agreement.

     In  consideration  of the mutual promises set forth below, and intending to
be legally bound, the Client and Consultant agree as follows:



     1. NATURE OF WORK. Consultant will perform consulting and advisory services
(the "Services") for the Client  regarding the marketing of Client's  vertically
integrated e-commerce services. As a part of Consultant's  services,  Consultant
shall review,  revise and update the Client's  current  marketing and sales plan
and assist  Client in the  implementation  of such plan. In  performance  of his
duties  under  this  Agreement,  Consultant  will  report to  Client's  Board of
Directors as reasonably requested by the Board.

     2. TIME DEVOTED TO WORK. In the performance of his  obligations  under this
Agreement,  the  services and the hours  Consultant  is to work on any given day
will be entirely with Consultant's  control and Client will rely upon Consultant
to devote such time in  providing  the  Services as is  reasonably  necessary to
fulfill the spirit and purpose of this Agreement.

     3.  COMPENSATION.  As  compensation  for the  Services,  Client  will grant
Consultant  1,100,000 shares of Client's common stock ("Common  Stock").  Client
will file a registration statement on Form S-8 (the "Registration Statement") on
or before June 5, 2002  registering the Common Stock under the Securities Act of
1933, as amended.  Client will issue the Common Stock to Consultant  immediately
upon effectiveness of the Registration  Statement.  The Parties  acknowledge and
agree that the  Consultant  is  considered as having earned all the Common Stock
upon its issuance to Consultant.

     4. TERM.  The term of this  Agreement will begin upon the full execution of
this  Agreement  by both Parties (the  "Effective  Date") and will  continue for
twelve (12) months from the


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Effective Date (the "Term"). Client may terminate this Agreement for any reason,
or for no reason, on five (5) days written notice to Consultant.  Consultant may
not terminate this Agreement except for reasonable cause upon five days' written
notice to Client,  specifying the cause of the termination.  If either Client or
Consultant terminate this Agreement under this Section 4, Consultant will not be
required to return any of the Common  Stock earned  under  Section 3, above,  to
Client. However, in case of termination,  Client and Consultant will continue to
be bound by the non-competition  and  confidentiality  provisions of Section 6.2
for the entire Term, or as provided in Section 6.2, whichever is longer.

     5. STATUS OF CONSULTANT. Under this Agreement, Consultant is an independent
contractor and  Consultant  will not be considered an employee of Client for any
purpose.

     6.1  INDEMNIFICATION.  Each Party shall  indemnify and hold the other Party
and  such  Party's  officers,  directors,  employees,  agents,  consultants  and
professionals employed by such Party (collectively,  "Affiliates") harmless from
and against any and all liabilities,  damages,  expenses,  investigative  costs,
other costs and losses  (including  attorneys' fees and court costs) incurred by
such Party and/or such Party's  Affiliates  arising out of or in connection with
allegations, claims, counterclaims, demands, charges, or violations of any state
or  federal  statutes,  regulations  or  common  law,  negligence  or  breach of
contract,  whether in a civil,  criminal,  administrative,  or other proceeding,
arbitration, mediation, investigation or otherwise, attributable in whole or, to
the extent responsible, in part, to any breach of this Agreement or the actions,
past, present or future, of such Party.

     6.2  NON-COMPETITION  AND  CONFIDENTIALITY.  Consultant  agrees  not  to be
employed  by  or  have  any  interest  (except  as a  shareholder  of  a  public
corporation) in any entity which competes with Client, for the Term. Each of the
Client and the Consultant agree that if, in the course of Consultant's providing
services  under  this  Agreement,  either  Client or  Consultant  discloses  any
proprietary  information  regarding or belonging to such Party (the  "Disclosing
Party") to the other Party, the Party receiving the proprietary information (the
"Receiving Party") agrees to keep such proprietary information  confidential and
agrees  further  not to use  or  disclose  the  Disclosing  Party's  proprietary
information  to any  person  for a period of five (5) years  from the end of the
Term, except: (a) with the written permission of the Disclosing Party; (b) under
subpoena  or other  legal  process,  or (c) if the  proprietary  information  is
publicly  disclosed  by a person  not a party  to this  Agreement  or  otherwise
becomes  part  of the  public  domain.  If the  Receiving  Party  is  subpoenaed
regarding  proprietary  information  of the  Disclosing  Party,  the  subpoenaed
Receiving Party will immediately inform the Disclosing Party in writing so as to
enable the  Disclosing  Party to obtain a protective  order for the  proprietary
information.  The Parties each  acknowledge  that the other Party's  proprietary
information  is a  valuable  asset  of the  Disclosing  Party  and  that  public
disclosure of such  proprietary  information  would cause the  Disclosing  Party
irreparable  harm;  which may have no  adequate  remedy at law.  Therefore,  the
Parties agree that the Disclosing Party may bring an action for an injunction or
other equitable relief to prevent  disclosure of proprietary  information by the
Receiving  Party, in addition to any remedy available to the Disclosing Party in
an action at law. The Parties agree and acknowledge  that the term  "proprietary
information"  will be given the broadest  possible  interpretation  allowable in
order to protect the rights of each Party to its proprietary information.

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     6.3 WAIVER.  No term or provision of this  Agreement  will be deemed waived
and no breach excused,  unless such a waiver or consent is in writing and signed
by a duly  authorized  representative  of the Party  claimed  to have  waived or
consented. Any consent by a Party to, or waiver of, a breach by the other Party,
whether  expressed or implied,  shall not  constitute  consent to,  waiver of or
excuse for any different or subsequent breach.

     6.4 ASSIGNMENT. This Agreement is binding upon and inures to the benefit of
the  Parties  and may not be  assigned  or  delegated,  by  operation  of law or
otherwise, by either Party without the prior written consent of the other Party.
This  Section  6.4  does  not  preclude  the  merger,  consolidation  or sale of
substantially  all of the assets of Client with or to another  corporation,  nor
require the prior  consent of  Consultant  to such a  transaction,  nor shall it
preclude the assignment of Consultant's rights to receive any compensation under
this  Agreement.  No persons  other than the Parties  will have any rights or be
entitled  to any  benefit  whatsoever  under  any  term  or  condition  of  this
Agreement.

     6.5 INSOLVENCY.  Each Party shall notify the other Party  immediately if it
or he becomes insolvent,  becomes the subject of a petition in bankruptcy court,
makes an assignment for benefit of creditors or generally takes any action or is
subject to any proceeding involving the insolvency of such Party.

     6.6 NOTICES.  Any Party will send any notices or communications  under this
Agreement by United States first class,  prepaid mail return receipt  requested,
by courier requiring a signed receipt of delivery,  hand delivered or telecopied
to the Parties' respective addresses as follows:

If to Client:                                        If to Consultant:

         eContent Inc.                               John P. Serubo
         Mr. William Campbell                        1270 Camellia Circle
         Acting Chief Financial Officer              Weston, FL 33326
         2455 East Sunrise Blvd. #703
         Ft. Lauderdale, Fl 33401

     Either  Party may change its or his  address by giving the other Party five
(5) days prior notice in writing of the new address.

     6.7  MODIFICATION  AND  HEADINGS.  Any  modification  or  amendment to this
Agreement must be in writing, signed by duly authorized  representatives of each
Party.  Titles or headings of paragraphs  are for  convenience  only and have no
legal significance.

     6.8  SEVERABILITY.  The  invalidity of any provision of this Agreement will
not  affect  the  validity  of any  other  provision.  If any one or more of the
provisions  contained in this  Agreement is held to be  excessively  broad as to
time, duration,  geographical scope, activity or subject, such provision will be
construed,  by limiting and reducing it, so as to be  enforceable  to the extent
compatible with the applicable law.

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     6.9 GOVERNING  LAW. The validity of this  Agreement,  its terms and all the
duties, obligations, and rights contained in this Agreement, will be governed by
and  interpreted  in  accordance  with the laws and  decisions  of the  State of
Florida.

     6.10 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between the Parties with respect to its subject  matter and supersedes all prior
written agreements, negotiations, representation and proposals, written or oral,
relating to such subject matter.

     IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and
year written above.


         ECONTENT INC.

         By:      /s/ CORNELIA ELDRIDGE
                  ---------------------------
                  Cornelia Eldridge, President

         CONSULTANT

                  /s/ JOHN P. SERUBO
                  ---------------------------
                  John P. Serubo