<PAGE>

Exhibit 10.4

                                                                  EXECUTION COPY
                             ESSENTIAL REALITY, LLC

                          CONSULTING/ADVISOR AGREEMENT

         This Consulting Agreement ("Agreement") is made as of February 1, 2001
("Effective Date"), by and between Abrams Gentile Entertainment, Inc.
("Consultant") a __________ corporation, and Essential Reality, LLC ("ER"), a
Delaware limited liability company ("Consultant" and "ER" being the "Parties").

         In consideration of the mutual covenants and promises contained herein,
the Parties, intending to be legally bound, hereby agree as follows:

                                   ARTICLE I.

   CHARACTER AND EXTENT OF SERVICES / PERIOD OF AGREEMENT / TERMINATION / FEES


     SECTION 1.1.  REFERRAL  SERVICES.  ER hereby  authorizes  Consultant,  on a
non-exclusive basis, to locate business entities and/or individuals with whom ER
may develop a business relationship ("Relationship").  Consultant will clear all
introductions  to any  potential  Relationship,  in  advance,  with ER and  will
provide  ER (or its  representative)  with  notice  of the time and place of all
schedule meetings with a potential Relationship.

     SECTION  1.2.  CONSULTING  SERVICES.  ER  hereby  retains  Consultant,  and
Consultant hereby agrees to provide  consulting  services to ER for the Term (as
defined in SECTION  1.5  below),  upon the terms and  subject to the  conditions
hereinafter set forth.

         Consultant is hereby engaged as general consultant and advisor to ER
and will provide such consultation and advice as ER may reasonably request.
Without limiting the generality of the foregoing, Consultant hereby agrees (and
shall cause its directors, officers, employees and agents to agree) to (a) use
its (or their) reasonable efforts to promote the interests of ER (b) use its (or
their) best efforts to procure "Relationships" for ER in the manner provided in
SECTION 1.1 above; (c) if practical, attend meetings with entities to pursue a
potential "Relationship"; and (d) review and comment on new marketing
strategies, products and services for ER. Consultant (and its directors,
officers, employees and agents) shall have no authority or power to (i) bind or
commit ER to agreements of any kind; (ii) incur any debt, obligation or
liability or enter into any contract or commitment on behalf of ER; or (iii)
alter, amend, terminate or otherwise change any sales order, contract or other
document issued by ER.

         Consultant shall (and shall cause its directors, officers, employees
and agents to) faithfully and diligently perform its duties and responsibilities
hereunder in a good and businesslike manner including, without limitation (a)
providing supplier contact names; (b) providing the names and details of
contacts met at trade shows and other events; (c) promptly responding to phone
messages and emails; and (d) keeping ER informed of the status of its
discussions with potential Relationships and other activities.

<PAGE>


         As and when requested by ER, Consultant shall provide a written report
detailing its efforts with respect to the services provided to ER pursuant to
this Agreement.

         Consultant agrees to comply with, and be bound by, the operational
policies, procedures and practices of ER in effect from time to time. Consultant
shall not be entitled to any additional benefits or monetary or non-monetary
compensation for services rendered to ER except as expressly provided herein.
Any agents engaged or alleged to be engaged by Consultant are at its own risk,
expense and supervision and shall have no claim against ER for salaries,
commissions or other expenses.

     SECTION  1.3.  INSURANCE.  Consultant  agrees to obtain  all the  insurance
necessary  for its own  protection  in  connection  with  its  work  under  this
Agreement.  Such  insurance  shall  include  but  not  be  limited  to  workers'
compensation insurance, unemployment insurance, and disability insurance.

     SECTION  1.4.  NATURE  OF   RELATIONSHIP.   Consultant  is  an  independent
contractor  for federal and state  income tax purposes  together  with any other
withholding  tax purposes and, for the  avoidance of doubt,  is not an employee,
agent or partner ER for any purposes  including but not limited to compensation,
benefits, workers' compensation insurance,  unemployment insurance or disability
insurance,  with the exception that  Consultant  (and its  directors,  officers,
employees  and agents)  shall be deemed  employees for hire of ER under the work
for hire provisions  hereof.  Consultant shall not have any authority to bind ER
or make any  representation  or promise or enter into any agreement on behalf of
ER without prior written authorization of ER.

     SECTION 1.5. TERM. This Agreement  commences on the Effective Date and runs
until the date which is six months after the Effective  Date,  unless renewed or
extended, in writing, by mutual agreement of the Parties.

     SECTION 1.6. TERMINATION.  Either party may terminate this Agreement at any
time by giving the other party 15 days' prior written notice.

     SECTION 1.7. CONSULTANT FEES. Consultant shall receive a monthly consulting
fee having a total value of $8,333 USD ("Fee"), payable within fifteen (15) days
after the end of each month, PROVIDED, HOWEVER, that until ER sells common stock
or other  securities  convertible  into or  exchangeable  for common  stock that
results in the receipt by ER of at least  $1,000,000 in aggregate gross proceeds
(a "Financing"), only $5,000 USD of the Fee shall be due and owing to Consultant
each month and Consultant  shall accrue the unpaid portion of the Fee. Should ER
consummate  a  Financing,  ER shall then pay to  Consultant  the accrued  unpaid
balance,  if any, of the  Consulting  Fee due to  Consultant  at the time of the
Financing.

     SECTION 1.8. EXPENSES.  Unless otherwise expressly agreed in writing by ER,
Consultant  shall  be  responsible  for and  shall  pay all of its own  expenses
incurred in connection with its performance of services under this Agreement.

                                       2
<PAGE>


     SECTION 1.9. NO OTHER PAYMENT OR RIGHTS. Consultant acknowledges and agrees
that, except for the compensation set forth in SECTION 1.7, it will not have any
rights to receive compensation from ER for any transactions or arrangements with
a "relationship",  and will not seek or accept  compensation from a potential or
existing  relationships in consideration of any existing or prospective business
arrangement between such a relationship and ER. Except for payment of amounts to
Consultant  under  SECTION 1.7, ER shall not be under any  obligation to provide
Consultant  with any  further  information,  notices  or updates  regarding  its
ongoing   negotiations,   discussions,   relationship   or  future  dealings  or
arrangements with a "Relationship".

                                  ARTICLE II.

                                 INDEMNIFICATION

     SECTION 2.1. INDEMNITY.  To the fullest extent permitted by law, Consultant
shall  indemnify  and hold  harmless ER and its  members,  officers,  directors,
agents and employees from and against all claims,  damages,  losses and expenses
of any kind including but not limited to attorneys'  fees, which arise out of or
result from, or allegedly arise out of or result from, Consultant's  performance
or obligations under this Agreement or resulting from any partnership,  alliance
or other venture with a  "relationship"  caused or alleged to be caused in whole
or in part by any act or omission of  Consultant  or of its employees or agents,
and/or  by a breach  or  alleged  breach by  Consultant  of any  representation,
warranty  or  covenant  made in this  Agreement  and/or  any  statement  made by
Consultant to a "relationship" or other party not in furtherance of Consultant's
performance  under this  Agreement.  Such  obligation  shall not be construed to
negate,  abridge, or otherwise reduce any other right or obligation of indemnity
which would otherwise exist as to any party or person  described in this SECTION
2.1.

                                  ARTICLE III.

                            CONFIDENTIAL INFORMATION

     SECTION  3.1.  CONFIDENTIALITY.  Consultant  agrees that it will not at any
time,  whether during or after the  termination or cessation of its  engagement,
except as  expressly  authorized  by ER in  writing  and for its  benefit,  use,
divulge, or disclose (or enable anyone else to use, divulge, or disclose) to any
person or  entity  any  Proprietary  Information  (as  defined  below)  which it
presently  possesses or which it may obtain during the course of its engagement.
Consultant  shall  keep  strictly   confidential  all  Proprietary   Information
entrusted  to it and  shall  not  use or  attempt  to use any  such  Proprietary
Information in any manner which may injure or cause loss or may be calculated to
injure or cause loss,  whether  directly or indirectly,  to ER, any Affiliate or
any  Relationship.  Consultant  further agrees that upon the  termination of its
engagement  (irrespective of the time,  manner, or cause of termination) it will
surrender and deliver to ER all Relationships or other lists, computer discs and
records, plans, sketches, documents, books, records, files, notes, memoranda and
data, or other  materials of every kind  relating to any matter,  and all copies
thereof,  within the scope of ER's or any Affiliate's business or related in any
way to any of ER's or any Affiliate's business,  Customer or other entities with
which ER does business. Consultant recognizes that the disclosure of Proprietary
Information  by it may give rise to  irreparable  injury to ER, which may not be
adequately  compensated  by  damages.  Accordingly,  in the event of a breach or
threatened  breach by Consultant of this

                                       3

<PAGE>

SECTION 3.1, ER shall be entitled to an injunction  restraining  Consultant from
disclosing,  in whole or in part, the  Proprietary  Information  defined in this
Section,  or from  rendering  any  services  to any person,  firm,  corporation,
association or other entity to which such Proprietary  Information,  in whole or
in part,  has been  disclosed or is threatened to be disclosed.  Nothing  herein
shall be construed as prohibiting ER from pursuing any other remedies  available
to it for such breach or  threatened  breach,  including the recovery of damages
from Consultant. Notwithstanding anything in this Agreement to the contrary, the
Parties agree that Consultant may properly divulge Proprietary Information if it
is compelled to do so by a court of law, administrative agency, or other binding
legal process or procedure;  provided,  that, Consultant has given ER reasonable
advance  written  notice of such  impending  disclosure so that ER may obtain an
appropriate   protective  order  or  any  other  protective   action.   Further,
notwithstanding  anything in this  Agreement to the contrary,  the Parties agree
that  Consultant  shall  continue to own the list of contacts which it brings to
the  consulting  relationship,  and shall have no  obligation  to  include  this
contact  list in the  materials  which  it is  obligated  to  return  to ER upon
termination of its engagement.  These undertakings shall survive the termination
of Consultant's engagement.

     SECTION 3.2. DEFINITION OF PROPRIETARY  INFORMATION.  The term "Proprietary
Information"  means any and all  information,  oral or  written,  that ER or any
Affiliate of ER regards as  confidential  or  proprietary  in nature,  including
without  limitation  ER's  or  its  Affiliates':   business  plans,  operations,
procedures,  routines and records,  including current or potential  investments,
investors,  partners and/or clients; actual or potential marketing,  product and
service development plans,  strategies,  ideas, contacts or forecasts;  budgets,
financial  information  and  pricing  methods  and  information;  lists of past,
existing or  potential  clients,  customers,  members,  partners,  advisors  and
investors;  proprietary  programs,  processes and software,  including  computer
programs  in source or object code and all related  documentation  and  training
materials;  Work Product,  as defined by SECTION 4.1 herein;  and trade secrets,
patents  inventions,   research,   designs,  methods,   discoveries,   works  of
authorship, Work Product, improvements or ideas developed or otherwise produced,
acquired  or  used by ER or its  Affiliates.  Notwithstanding  anything  in this
Agreement  to the  contrary,  Proprietary  Information  shall  not  include  any
information  that  (i) is or was  known  by  Consultant  prior  to  Consultant's
engagement  hereof by ER and was not utilized by Consultant during the period of
its  engagement by ER; or (ii) is or becomes  publicly known through no fault of
Consultant.

     SECTION 3.3.  DEFINITION  OF  AFFILIATE.  For  purposes of this  Agreement,
"Affiliates"  shall  include any person or entity which  controls ER, any entity
controlled by ER and any entity under common control with ER, and any person who
is or was an employee, officer, member, contractor,  consultant,  agent, client,
Customer,  partner, investor, alliance group or resource partner of ER or any of
the ER members,  subsidiaries,  clients, investors, partners, alliance groups or
resource partners,  and each of their respective successors and assigns. As used
above, the terms client, partner,  investor,  alliance group or resource partner
shall  include any and all  potential  clients,  partners,  investors,  alliance
groups  or  resource  partners  with  which  the  ER  has,  or  any  of  the  ER
subsidiaries, clients, partners, investors, alliance groups or resource partners
have, in an ongoing business relationship.

                                       4

<PAGE>


                                  ARTICLE IV.

                                   OWNERSHIP

     SECTION 4.1. WORK PRODUCT  Consultant  agrees that all work performed under
this Agreement,  and all materials made,  conceived,  expressed,  developed,  or
actually or  constructively  reduced to practice by Consultant solely or jointly
with others in connection  with any services under this Agreement or any Exhibit
hereto (the "Work Product") are Proprietary  Information and the property of ER.
"Work  Product"  shall  include,  but shall not be limited  to, all  expression,
notes, records, inventions,  improvements,  developments,  discoveries, business
development  strategies,  marketing plans, computer software, and trade secrets,
whether or not subject to patent or copyright protection. All Work Product shall
be  deemed to be a work  made for hire and made in the  course  of the  services
rendered  hereunder,  and all right, title and interest therein shall vest in ER
without the necessity of any further consideration.  To the extent that title to
any Work Product may not, by  operation of law,  vest in ER or such Work Product
may not be considered works made for hire, all right, title and interest therein
are hereby irrevocably  assigned to ER. ER shall have the exclusive right to use
the Work Product, whether original or derivative,  for all purposes.  Consultant
agrees to assist ER, its designee(s),  or its affiliates,  at the expense of ER,
to obtain and from time to time, enforce,  perfect,  and defend the rights of ER
in the Work Product and any copyrights,  patents, or other intellectual property
rights relating  thereto in any and all countries,  and to execute all documents
reasonably  necessary  for ER to do so.  Consultant  further  waives any "moral"
rights or other rights with respect to attribution of authorship or integrity of
such Work Product as Consultant may have under any applicable law.

     Upon the expiration or termination of this  Agreement,  or upon the earlier
request of ER, Consultant will deliver to ER all property of ER relating to, and
all tangible embodiments of, Work Product in Consultant's possession or control.
Consultant  agrees  that if in the  course of  performing  services,  Consultant
incorporates   into  any  Work  Product   developed   hereunder  any  invention,
improvement,  development,  concept, discovery, or other proprietary information
owned by him or in which he has an interest ("Item"),  Company is hereby granted
and shall have a nonexclusive,  royalty-free,  perpetual, irrevocable, worldwide
license to make, have made, modify, reproduce,  display, transmit, perform, use,
and sell such Item as part of or in connection with such Work Product.

     Consultant shall, from time to time, upon ER request, execute, acknowledge,
and  deliver  such  instruments  as may be  necessary  and  proper to  evidence,
maintain,  effectuate,  or  defend  any and all of the  rights  of ER under  any
provision of this  Agreement,  as well as perfect,  protect,  evidence and renew
ER's rights in the Work Product  and/or to effectuate  any other of the purposes
and intents of this Agreement.  ER shall have, and is hereby granted,  the right
and power for and on behalf of Consultant, as Consultant's attorney-in-fact,  to
execute,  acknowledge and deliver any such  instruments  which  Consultant shall
fail to execute,  acknowledge  or deliver  within five  business days after ER's
request therefor.  ER's foregoing  authority as  attorney-in-fact is a right and
power coupled with an interest and is forever irrevocable.

                                       5

<PAGE>

                                   ARTICLE V.

                                     OTHER

     SECTION 5.1. REPRESENTATIONS. Consultant represents, warrants and covenants
that:  (a) its  activities  and  services  performed  in  connection  with  this
Agreement will not violate or conflict with any other agreement or obligation by
which  Consultant  is bound;  (b) this  Agreement  has been duly  authorized  by
appropriate  action and when executed and  delivered  will be binding upon it in
accordance  with the terms hereof;  and (c) except for interests that Consultant
has  previously  disclosed  to ER,  there  exists no direct or indirect  private
interest of Consultant  (including  corporate  stockholdings  or other  business
agreements and obligations), which is, or may appear to be incompatible with the
provision  of services  called for under this  Agreement.  Consultant  shall not
undertake any action or voluntarily  suffer any state of affairs that may result
or appear to result in a conflict of  interest,  with  Consultant's  obligations
under this Agreement.

     SECTION 5.2. BROKERAGE FEES. Consultant represents,  warrants and covenants
that except as set forth expressly in this Agreement, no person, company nor any
entity has been retained or is owed any commission,  brokerage or contingent fee
in  connection   with  the  Agreement  and  the   establishment   of  consulting
relationship  between ER and Consultant  provided for herein.  Any such asserted
claim not expressly set forth herein as being the  responsibility of ER shall be
the sole obligation of Consultant.

     SECTION 5.3.  NOTICES.  All notices  concerning  this Agreement shall be in
writing  and shall be deemed to have been  given:  at the time when  received if
sent by hand or by  facsimile  transmission;  on the day after  deposit  with an
overnight  express  mail  service;  or five days after  being when mailed at any
general  or branch  United  States  Post  Office  enclosed  in a  registered  or
certified postpaid envelope addressed to the addresses of the respective Parties
stated  below or to such  changed  address  as such  Parties  may have  fixed by
notice:

                  TO ER:

                  Essential Reality, LLC
                  253 West 28th Street
                  New York, NY  10001
                  Attn:    David Devor, COO
                  Fax:     (212) 244-9550

                  TO CONSULTANT:

                  Abrams Gentile Entertainment, Inc.
                  244 West 54th Street, 9th Floor
                  Attn:
                       -----------------------------
                  Fax:     (212) 765-1987

; PROVIDED, HOWEVER, that any notice of change of address shall be deemed given
upon receipt.
                                       6


<PAGE>


     SECTION 5.4. ENTIRE AGREEMENT. This Agreement contains the entire agreement
and  understanding  of the Parties  with respect to the subject  matter  hereof,
supersedes any prior  agreements  and  understandings  with respect  thereto and
cannot be modified,  amended or waived,  in whole or in part,  except in writing
signed by each of the Parties. Any such purported  modification,  amendment,  or
waiver shall be null and void. A discharge of the terms of this Agreement  shall
not be deemed  valid  unless by full  performance  of the  Parties  hereto or by
writing signed by the Parties hereto. A waiver by ER of any breach by Consultant
of any  provision or condition of this  Agreement to be performed by  Consultant
shall not be deemed a waiver of similar or  dissimilar  provisions or conditions
at the same or any prior or subsequent  time.  Neither party has been induced to
enter into this  Agreement by any  representation  or promise not  expressly set
forth herein.

     SECTION 5.5.  BINDING EFFECT AND  TRANSFERABILITY.  This Agreement shall be
freely  transferable by ER and shall inure to the benefit of and be binding upon
the  successors and assigns of ER (whether  resulting  from any  reorganization,
consolidation  or merger of ER, or of any business to which all or substantially
all of the assets of ER are sold, or otherwise).  Neither this Agreement nor any
interest hereunder shall be transferable in any manner by Consultant.

     SECTION  5.6.  GOVERNING  LAW.  This  Agreement  shall be  governed  in all
respects  by the law of the State of New York  (without  regard to the choice of
laws  principles  thereof)  and  applicable  Federal  law,  as to  all  matters,
including  but  not  limited  to  matters  of  validity,  construction,  effect,
performance and remedies.

     SECTION 5.7. ARBITRATION OF ALL DISPUTES.  Any controversy or claim arising
out of or  relating  to  this  Agreement  shall  be  submitted  exclusively  for
resolution  to  arbitration  in the City of New York,  State of New  York,  by a
single  impartial  arbitrator in  accordance  with the  Commercial  Rules of the
American  Arbitration  Association.  The  cost  of  any  arbitration  proceeding
hereunder shall be borne equally by Consultant and ER; provided,  however,  that
Consultant and ER shall be responsible  for the attorneys'  fees and expenses of
their respective  counsel.  In the absence of fraud, the award of the arbitrator
shall be binding  upon the  Parties and  judgment  thereon may be entered in any
court having jurisdiction thereof.

     SECTION  5.8.  EQUITABLE  RELIEF.   Consultant  agrees  that  it  would  be
impossible or  inadequate to measure and calculate  ER's damages from any breach
of  the  covenants  set  forth  in  SECTIONS  1,  3,  OR  4 of  this  Agreement.
Accordingly,  Consultant agrees that if he or she breaches the obligations under
SECTIONS 1, 3, OR 4, ER has, in addition to any other right or remedy available,
the  right to obtain  from any court of  competent  jurisdiction  an  injunction
(temporary,   preliminary  or  permanent),   or  other  interim,   ancillary  or
conservatory remedy or relief,  restraining such breach or threatened breach and
granting specific performance of any such provision.

     SECTION 5.9.  COUNTERPARTS.  This  Agreement may be executed in two or more
counterparts, and by each party on separate counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     SECTION  5.10.  SEVERABILITY.  If any  section,  term or  provision of this
Agreement shall be held or determined to be  unenforceable,  the balance of this
Agreement  shall  nevertheless  continue in full force and effect  unaffected by
such holding or determination.  The Parties agree

                                       7

<PAGE>

that it is  their  intention  and  agreement  that  any  such  section,  term or
provision  which is held or  determined  to be  unenforceable  as written  shall
nonetheless  be enforced and binding to the fullest  extent  permitted by law as
though such section,  term or provision had been written in such a manner and to
such an extent as to be enforceable under the circumstances.

     SECTION  5.11.  NONSOLICITATION.  During the period  commencing on the date
hereof  and  ending  one year  after the  later of the  termination  or  natural
expiration date of this Agreement,  Consultant  shall not directly or indirectly
solicit for  employment  or hire any person who was employed by ER or worked for
ER as a  consultant  at any time during such  period.  Additionally,  Consultant
shall not  directly or  indirectly  induce any of ER's  customers  and/or  their
affiliates to terminate or fail to renew,  in whole or in part,  their  business
relationship  with ER, in favor of a different entity  introduced or referred by
Consultant.



     IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as
of the date first above written.


<TABLE>
<CAPTION>

<S>                                                <C>
Abrams Gentile Entertainment, Inc.                 Essential Reality, LLC

By:                                                By:
   --------------------------------------------       -----------------------------------------------
Name:                                              Name: David Devor
Title:                                             Title:  COO
</TABLE>

                                       8

<PAGE>