Exhibit 10.2

                                JOHN A. MATTERA
                              CONSULTING AGREEMENT

AGREEMENT  made  effective  21st  day  of  June,  2002,  by and between Crescent
Communications, Inc. hereinafter referred to as "the Client" and John A. Mattera
hereinafter  referred  to  as  "the  Consultant".

WHEREAS,  the Client is engaged in the business of providing commercial internet
service  to  small  to  medium businesses, and the Client desires to improve and
grow  its  operations,  and

WHEREAS,  the  Client  desires  to  secure the efforts of consultants capable of
providing  and  developing  strategic  plans  and  finding viable candidates for
acquisitions  and  mergers,  increasing  and  developing sales and other related
services,  and

WHEREAS,  Consultant  desires  to  provide  services  to  the  Client;  and

WHEREAS, Client desires to retain the services of Consultant as provided herein.

NOW  THEREFORE,  in consideration of the mutual covenants hereinafter set forth,
the  parties  hereto  agree  as  follows:

1.   Appointment
Client  hereby appoints and engages Consultant as its advisor and hereby retains
and employs Consultant on the terms and conditions of this Consulting Agreement.
Consultant  accepts such appointment and agrees to perform the services upon the
terms  and  conditions  of  said  Consulting  Agreement.

2.   Engagement
Client  engages  Consultant  to  provide  the  services described in paragraph 3
herein.  Consultant  accepts  said engagement and Client as a Client, and agrees
to  provide  services  to  Client  as further described in paragraph 3 below and
subject  to  the  provisions  of  this  Consulting  Agreement.

3.   Authority  and  Description  of  Services
During  the  term  of this Consulting Agreement Consultant shall furnish some or
all  of  the  various  services from time to time as requested by the Client and
agreed  upon  by  the  parties  as  described  herein  as  follows:
1.   Consultant  shall  assist  Client  in  preparing  a  business  plan.
2.   Consultant  shall  provide  guidance  in  the  development  of  a strategic
business and marketing plan for the purpose of guiding the growth of the Clients
business.


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3.   Consultant  shall provide guidance to the Client in regard to the selection
of  Merger  and  Acquisition  candidates.
4.   Consultant  shall not be required to perform any investment banking related
activities  on  behalf  of  CLIENT  as  a  condition  of this Agreement. For the
purposes  of  this  Agreement  investment banking activities shall be defined as
being  any  of  the  following:

     A.   The  location,  negotiation  and/or securing of public or private debt
for  Client.
     B.   The  location,  negotiation  and/or  securing of any public or private
equity  for  Client.
     C.   The  production  of  any  documentation that is to be utilized for the
purposes and activities as relating to the activities as outlined in subheadings
(1)  and  (2)  above.
     D.   Any  other  activities as may normally be associated with the practice
of  investment  banking.

4.   Term  of  Agreement
This Consulting Agreement shall become effective upon execution hereof and shall
continue  thereafter  and  remain in effect for a period of one (1) year.  It is
expressly  acknowledged  and  agreed  by  and  between  the  parties hereto that
Consultant  shall  not  be  obligated to provide any services and/or perform any
work  related  to  this  Consulting  Agreement until such time any agreed and/or
specified  retainer  (deposit,  initial fee, down payment) in U.S. funds, and/or
other  specified  and/or  agreed  valuable  consideration,  has been received by
Consultant.  Further,  Consultant  may  terminate services should Client fail to
make all payments upon receipt of invoices.  Time is of the essence with respect
to  payment  by  Client  of  Consultant  invoices.

5.   Where  Services  Shall  be  Performed
Consultant's  services  shall  be  performed  at  the  main  office  location of
Consultant  or  other such designated location(s) as Consultant and Client agree
are  the  most  advantageous  for  the  work  to  be  performed.

6.   Limitations  on  Services
The  parties  hereto recognize that certain responsibilities and obligations are
imposed  by  Federal  and  State securities laws and by the applicable rules and
regulations  of stock exchanges, the National Association of Securities Dealers,
in-house  "due  diligence" or "compliance" departments of brokerage houses, etc.
Accordingly,  Consultant  agrees  as  follows:
     a.   Consultant  shall  NOT  release  any financial or other information or
          data  about  Client  without  the  consent  and  approval  of  Client.
     b.   Consultant  shall  NOT  conduct  any  meetings with financial analysts
          without  informing  Client  in  advance  of  any proposed meeting, the
          format  or  agenda  of  such  meeting  and  Client may elect to have a
          representative  of  Client  attend  such  meeting.
     c.   Consultant  shall  NOT release any information or data about Client to
          any  selected  or limited person(s), entity, or group if Consultant is
          aware that such information or data has not been generally released or
          promulgated  and  Client  requests in writing that said information or
          data  is  not  to  be  so  released  or  promulgated.


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7.   Duties  of  Client
     a.   Client shall supply Consultant, on a regular and timely basis with all
approved  data  and  information about Client, its management, its products, and
its  operations  and  Client shall be responsible for advising Consultant of any
facts  which  would  affect  the  accuracy  of  any  prior  data and information
previously supplied to Consultant so that Consultant may take corrective action.
     b.   Client  shall promptly supply Consultant with full and complete copies
of  all  filings  with  all Federal and State securities agencies; with full and
complete  copies  of  all  shareholder reports and communications whether or not
prepared with Consultant's assistance; with all data and information supplied to
any  analyst,  broker-dealer,  market  maker,  or  other member of the financial
community;  and  with  all  product/service  brochures,  sales  materials,  etc.
     c.   Consultant reports are not intended to be used in the sale or offering
of  securities.  In that Consultant relies on information provided by Client for
a  substantial  part of its preparations and report, Client represents that said
information  is neither false nor misleading, nor omits to state a material fact
and  has  been  reviewed  and  approved  by  counsel  to  Client.

8.   Representation,  Undertakings  and  Indemnification
     a.   Client  shall  be  deemed  to  make a continuing representation of the
accuracy  of any and all material facts, material, information and data which it
supplies  to  Consultant  and  Client acknowledges its awareness that Consultant
will  rely  on  such continuing representation in disseminating such information
and  otherwise  performing  its  functions  hereunder.
     b.   Consultant, in the absence of notice in writing from Client, will rely
on the continuing accuracy of material, information and data supplied by Client.
     c.   Client  shall  cooperate  fully  and  timely with Consultant to enable
Consultant  to  perform  its  duties  and  obligations  under  this  Consulting
Agreement.
     d.   The  execution  and performance of this Consulting Agreement by Client
has  been duly authorized by the Board of Directors of Client in accordance with
applicable  law,  and,  to  the  extent  required,  by  the  requisite number of
shareholders  of  Client.
     e.   The  performance  by  Client  of  this  Consulting  Agreement will not
violate  any  applicable  court  decree or order, law or regulation, nor will it
violate any provision of the organizational documents and/or bylaws of Client or
any  contractual  obligation  by  which  Client  may  be  bound.
     f.   Client  shall  promptly deliver to Consultant a complete due diligence
package to include latest 10K, latest 10Q, last six (6) months of press releases
and  all  other  relevant  materials,  including  but  not  limited to corporate
reports,  brochures,  etc.


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     g.   Client  shall  act  diligently  and  promptly  in  reviewing materials
submitted  to  it  by Consultant to enhance timely distribution of the materials
and  shall  inform  Consultant  of  any  inaccuracies contained therein within a
reasonable  time  prior  to  the  projected  or  known  publication  date.



9.   Compensation
     a.   Compensation  payable to Consultant for all general investor relations
services  and other services hereunder, including but not limited to acquisition
and  merger  services, shall be paid by Client to Consultant by the means and in
the  manner or manners as described in "Addendum A", a copy of which is attached
hereto  and  incorporated  herein  by  this  reference.
     b.   All  moneys payable hereunder shall be in U.S. funds and drawn on U.S.
banks.
     c.   For  all  special  services,  not  within the scope of this Consulting
Agreement,  Client shall pay to Consultant such fee(s) as, and when, the parties
shall  determine  in  advance  of performance of said special services, provided
Client  has  agreed  to  said  special  services.

10.  Consultant  as  an  Independent  Contractor
Consultant  shall provide said services as an independent contractor, and not as
an  employee  or  of  any  Client  affiliated  with  Client.  Consultant  has no
authority  to  bind  Client  or  any  affiliate  of  Client to any legal action,
contract, agreement, or purchase, and such action cannot be construed to be made
in  good  faith  or  with  the  acceptance  of Client; thereby becoming the sole
responsibility  of  Consultant.  Consultant  is  not  entitled  to  any  medical
coverage,  life insurance, savings plans, health insurance, or any and all other
benefits  afforded Client employees.  Consultant shall be solely responsible for
any  Federal, State or local taxes, and should Client for any reason by required
to  pay taxes at a later date, Consultant shall reassure such payment is made by
Consultant  and  not by Client.  Consultant shall be responsible for all workers
compensations  payments  and  herein  holds Client harmless for any and all such
payments  and  responsibilities  related  hereto.

11.  Amendments
This  Consulting  Agreement  may  be  modified  or  amended,  provided  such
modifications  or amendments are mutually agreed upon by and between the parties
hereto  and that said modifications or amendments are made in writing and signed
by  both  parties.

12.  Severability
If  any  provision  of this Consulting Agreement shall be held to be contrary to
law,  invalid  or  unenforceable  for any reason, the remaining provisions shall
continue  to  be  valid and enforceable.  If a court finds that any provision of
this Consulting Agreement is contrary to law, invalid or unenforceable, and that
by  limiting  such  provision  it  would become


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valid  and  enforceable,  then  such  provision  shall  be deemed to be written,
construed,  and  enforced  as  so  limited.

13.  Termination  of  Agreement
This  Consulting  Agreement  may  not be terminated by either party prior to the
expiration  of  the  term  provided  in  paragraph  4  above  except as follows:
     a.   Upon  the  bankruptcy  or  liquidation  of  the  other  party; whether
          voluntary  or  involuntary;
     b.   Upon  the  other  party  taking  the  benefit  of  any insolvency law;
     c.   Upon  the  other party having or applying for a receiver appointed for
          either  party;  or
     d.   Non  performance  by  either  party

14.  Non-waiver
The failure of either party, at any time, to require any such performance by any
other  party  shall  not  be construed as a waiver of such right to require such
performance,  and  shall  in  no  way  affect such party's right to require such
performance  and  shall  in  no  way  affect  such party's right subsequently to
require  full  performance  hereunder.

15.  Early  Termination
In the event Client fails or refuses to cooperate with Consultant, or Consultant
fails  to  perform  its  duties  hereunder, either party shall have the right to
terminate  any  further  performance  under  this  Consulting  Agreement.

16.  Notices
All  notices  hereunder  shall  be  in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section  may be given, and shall be given by either personal delivery, certified
mail,  express  mail  or  other  national or three (3) business days after being
mailed  or delivered to such courier service.  Any notices to be given hereunder
shall  be  effective  if  executed  by and sent by the attorneys for the parties
giving such notice, and in connection therewith the parties and their respective
counsel  agree  that in giving such notice such counsel may communicate directly
in  writing  with such parties to the extent necessary to give such notice.  Any
notice  required  or permitted by this Consulting Agreement to be given shall be
given  to the respective parties at the address first written above, on page one
(1)  of  this  Consulting  Agreement.

17.  Exclusion  with  Respect  to  Partnership
The  parties agree that, in no way, shall this Consulting Agreement be construed
as  being  an  act  of  partnership between the parties hereto and that no party
hereto  shall  have,  as a result of the execution of this Consulting Agreement,
any  liability for the commitments of any other party of any type, kind or sort.

18.  Inurement


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This  Consulting Agreement shall inure to the benefit of and be binding upon the
parties  hereto  and their respective heirs, executors, administrators, personal
representatives,  successors,  and  assigns.

19.  Entire  Agreement
This  Consulting  Agreement  supersedes and replaces any prior agreement between
the  parties.  This  Consulting  Agreement  contains the entire agreement of the
parties  and  may be modified or amended only by agreement in writing, signed by
the  party  against  whom  enforcement  of  any  waiver,  change,  amendment,
modification,  extension or discharge is sought.  It is declared by both parties
that  there  are  no  oral  or  other  agreements  or understanding between them
affecting  this Consulting Agreement, or relating to the business of Consultant.
This  Consulting Agreement supersedes all previous agreements between Consultant
and  Client.   This  contract  is  performable  in  Harris  County,  Texas.  Any
litigation between the parties must be brought in State District Court in Harris
County,  Texas.

IN  WITNESS  WHEREOF,  the  parties  hereto, intending to be legally bound, have
executed  this  Consulting  Agreement.

Client:  Crescent Communications, Inc.


----------------------------                    --------------------------------
Manfred Sternberg, CEO                            John Mattera, Individually
                                                  SSN:



ADDENDUM A


Compensation:

300,000 shares of CCES common stock to be registered under S-8


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