Exhibit 10.1

CONSULTING
AGREEMENT

THIS
CONSULTING AGREEMENT (the Agreement) is made and entered into
effective the 10th day of March, 2004, by and between Mercari Communications
Group, Ltd., a Colorado corporation (Company), and First
Equity Capital Securities, Inc., 1776 Broadway  Suite 1403, New York,
NY 10019 (Consultant). This Agreement is made with reference to the
following agreed facts:

A.   
The Company is a publicly-owned corporation whose common stock is registered
under the Securities Exchange Act of 1934, as amended (1934 Act).
The Company has not yet filed its Annual Report on Form 10-KSB for the fiscal
year ended May 31, 2003, nor Forms 10-QSB for the quarters ended August 31,
2003, November 30, 2003 and February 29, 2004.

B.   
The Company's  present  business plan is to complete an  acquisition  or merger
transaction  with one or more  privately  owned businesses.

C.   
The Company intends to hold a special meeting of its shareholders for the
purpose of approving a change of the Companys name and a reverse stock
split to accommodate a future acquisition transaction. The Company filed with
the Securities and Exchange Commission a Preliminary Information Statement and
received comments from the SEC Staff and anticipates that the comments can be
cleared, the Information Statement mailed to its shareholders and a special
meeting of shareholders (Shareholders Meeting) held promptly
after the Company has become current in its reporting obligations under the 1934
Act, and no later than April 30, 2004.

D.   
Consultant has experience in providing private placement  financing for companies and
assisting in business  combinations  and has agreed to assist the Company in the manner
described in this Agreement.

NOW,
THEREFORE, for good and valuable consideration, and intending to be legally
bound, the Company and the Constants agree as follows:

1.     Engagement.

(a)   The
Company hereby engages Consultant as its exclusive placement agent and
investment banker with respect to Financings and/or Transactions (as defined
below) upon the terms and conditions set forth herein. In connection with such
engagement, Consultant may also assist the Company for the following purposes:

|o |  | To assist the Company to seek and evaluate potential acquisition or merger target
companies.
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|o |  | To advise the Company in evaluating and revising its capital structure in connection with
any acquisition transaction.
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(b)   
The Company has indicated to Consultant an interest in pursuing an acquisition  strategy
that will include the acquisition by the Company of a potential company  (the Acquisition
Strategy) that will be conditioned upon the Company  obtaining Financing. A Term
Sheet annexed hereto as Schedule A further describes  the proposed Acquisition Strategy.
In that regard, Consultant understands that  the Company seeks Financing in the amount of
approximately $3,000,000 from the  sale of securities of the Company. It is acknowledged
and agreed that any  Financing and/or Transaction is on a best efforts basis only. This
Agreement  should not be construed as a firm commitment or guarantee of any Financing
and/or Transaction. Consultant and the Company agree and acknowledge that the  decision
to consummate a Financing and/or Transaction shall be in the  Companys sole and
absolute discretion; provided, however, if the Company  does not consent to a specific
Transaction proposed by Consultant that is  consistent with Schedule A and includes a
Financing, Consultant shall have the  right to terminate this Agreement upon written
notice to the Company

(c)   
It is understood and acknowledged by the parties that the value of  Consultants
advice is not readily quantifiable, and that Consultant shall  be obligated to render
advice upon the request of the Company, in good faith,  but shall not be obligated to
spend any specific amount of time in so doing.

(d)   
The Company acknowledges that all opinions and advice (written or oral) given by
Consultant to the Company in connection with Consultants engagement are  intended
solely for the benefit and use of the Company in considering the  Transaction or
Financing to which they relate, and the Company agrees that no  person or entity other
than the Company shall be entitled to make use of or rely  upon the advice of Consultant
to be given hereunder, and no such opinion or  advice shall be used for any other purpose
or reproduced, disseminated, quoted  or referred to at any time, in any manner or for any
purpose, nor may the  Company make any public references to Consultant, or use Consultants
name  in any annual reports or any other reports or releases of the Company without
Consultants prior written consent, which shall not be unreasonably  withheld.

(e)    The
Company acknowledges that Consultant is in the business of providing  financial services
and consulting advice to others. Nothing herein contained  shall be construed to limit or
restrict Consultant in conducting such business  with respect to others, or in rendering
such advice to others, except as such  advice may relate to matters relating to the
Companys business and  properties.

(f)    The
Company recognizes and confirms that, in advising the Company and in  fulfilling its
engagement hereunder, Consultant will use and rely on data,  material and other
information furnished to Consultant by the Company. The  Company acknowledges and agrees
that in performing its services under this  engagement, Consultant may rely upon the
data, material and other information  supplied by the Company without independently
verifying its accuracy,  completeness or veracity, except to the extent Consultant has
actual knowledge  to the contrary. The Company represents and warrants to Consultant that
all such  information concerning the Company provided by the Company in response to
requests made by Consultant or otherwise, will be true, accurate and complete in  all
material respects and will not contain any untrue statement of a material  fact or omit
to state a material fact necessary in order to make the statements  therein not
misleading in light of the circumstances under which such statements  are made.
Consultant shall be under no obligations to make an independent  appraisal of assets or
an investigation or inquiry as to any information  regarding, or any representations of,
any other participant in a Transaction  and/or Financing, and shall have no liability
with regard thereto. The Company  acknowledges and agrees that Consultant will be using
and relying upon such  information supplied by the Company and its officers, agents and
others and any  other publicly available information concerning the Company without any
independent investigation or verification thereof or independent appraisal by  Consultant
of the Company or its business or assets. If, in Consultants  opinion after
completion of its due diligence process, the condition of the  Company, financial or
otherwise, and its prospects are not substantially as  represented or do not fulfill
Consultants expectations, Consultant shall  have the sole discretion to review and
determine its continued interest in  proposed Financings and/or Transactions. The Company
further represents and  agrees that (i) the Company is not obligated to pay any finder in
connection  with any proposed Financing and/or Transaction pursuant to this Agreement and
in  any and all events that if any parties other than Consultant (Other  Parties)
seek compensation relating to the closing of any proposed  Financing and/or Transaction,
Consultant shall be entitled to receive its full  compensation from the Company as set
forth in this Agreement and that Consultant  shall have no obligation

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whatsoever to
pay  any Other Parties, (ii) the Company  shall deliver at the closing of each Financing
and/or Transaction conducted  hereunder (a) a certificate of each of the Companys
President and  Secretary to the effect that the Companys information provided to
the  Investors does not contain any untrue statement of material fact or fail to  state
any material fact required to be stated therein or necessary to make the  statements
therein not misleading, and all necessary corporate approvals have  been obtained to
enable the Company to issue securities in accordance with the  terms of the Financing
and/or Transaction, and (b) an opinion of counsel for the  Company satisfactory to
Consultant to the effect that to such counsels  information and belief, the Companys
information provided to the Investors  does not (except with respect to the financial
statements or forecasts as to  which no opinion need be expressed) contain any untrue
statement of material  fact or fail to state any material fact required to be stated
therein or  necessary to make the statements therein not misleading, in light of the
circumstances in which they were made, and such other opinions as Consultant  and/or
Consultants counsel shall reasonably require, (iii) as of the date  hereof, there
is no litigation pending or involving the business or property of  the Company, (iv) the
Company owns or possesses its assets free of all  encumbrances, (v) all taxes which are
due and payable by the Company have been  paid in full and the Company has no tax
deficiency or claims outstanding or  proposed against it, (vi) the Company currently has
no liabilities or  anticipated liabilities other than as estimated in Section 3 below,
and (vii)  the financial statements of the Company present the financial position as of
the  date thereof and for the periods presents and such financial statements have  been
prepared in accordance with generally accepted accounting principals.

2.    Term. This
Agreement shall be the exclusive arrangement by the  Company involving a Transaction or
Financing for a period from the date of this  Agreement until six months following the
date of the Shareholders Meeting.  During the exclusive term of this Agreement, the
Company shall not enter into  any Transaction or Financing (or agreement or understanding
with respect  thereto) with any other Person without the prior written recommendation to
do so  from Consultant. Consultant shall have the right to terminate this Agreement at
any time upon written notice to the Company.

3.    Company Responsibilities. Promptly following the execution of this
Agreement, the Company will undertake and complete the following actions at its
own expense (the Required Company Actions):

|o |  | Pay the Companys independent auditors all unpaid fees for previous audits and 10-QSB
services, estimated at $2,000.
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|o |  | Engage the Companys independent auditors for the following:
|- |  | ------------------------------------------------------------

| | (i)
auditing of the Company's financial statements for its fiscal year ended May 31, 2003; and
| | ----------------------------------------------------------------------------------------------

| | (ii)
review of all  financial  statements  included in  quarterly  reports on Form  10-QSB
filed by the Company for its first  three fiscal  quarters of the fiscal year ending May
31, 2004,  namely reports for the quarters ended August 31, 2003 and  November 30, 2003,
and the quarter ending February 28, 2004, together estimated at $3,500.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Pay
the Companys corporate counsel all unpaid fees for services performed through the
date of this Agreement, estimated at $7,500.
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|o |  | Take all necessary actions in connection with finalizing, filing, clearing and mailing the
Companys Information Statement in connection with the Shareholders Meeting and
finalizing filings of the Companys reports on Forms 10-KSB and 10-QSB through
February 29, 2004, estimated at $8,000.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Pay amounts owed to a filing service for previous EDGAR filings and for anticipated EDGAR
filings of 1934 Act reports and Information Statement, estimated at $2,500
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4.   Compensation; costs and Expenses.

(a)   
In consideration for the services rendered by Consultant to the Company pursuant  to this
Agreement, upon the closing of each Financing, the Company shall pay to  Consultant a
cash financing fee (the Financing Fee) equal to seven  percent (7%) of the
gross proceeds in such Financing (before any deductions for  expenses, fees or
otherwise), which will be payable from the proceeds of the  Financing. Gross proceeds
shall include the amount of any bridge loans of an  acquisition target that is converted
into equity in connection with a Financing,  provided that Consultant assisted in the
targets procurement of such  bridge loans. Securities acquired or otherwise
received by financing sources  (Investors) are referred to as Securities. In
addition,  the Company shall issue to Consultant and/or its designees warrants (the
Warrants) to purchase such number of shares of the common stock of  the
Company equal to ten (10%) of the aggregate number of shares of common stock  purchased
by the Investors. The Warrants shall be purchased for a nominal sum  and shall be
exercisable for a period of five years from the date of Closing  with an exercise price
per share equal to the effective per share price paid by  the Investors for the
Securities. The terms of the Warrants shall be set forth  in one or more agreements (the
Warrant Agreements) in form and  substance reasonably satisfactory to
Consultant and the Company. The Warrant  Agreements shall contain customary terms,
including without limitation,  provisions for cashless exercise, change of control,
antidilution, and customary  demand and piggyback registration rights. For the purposes
of this Agreement,  the term Financing shall mean any debt financing or
equity  investment in the Company or any combination thereof.

(b)   
For the purpose of this Agreement, Transaction shall mean merger,  business
combination or reorganization, acquisition and/or purchase of all or  substantially all
of the securities or stock or assets of another company, or  any similar transaction or
combination thereof.

(c)   
Consultant shall not be entitled to reimbursement of any business expenses or  other
obligations, which he may incur unless such expenses or obligations are  specifically
preapproved in writing by the Company. Notwithstanding the  foregoing to the contrary, in
the event that a Transaction and Financing is  consummated, the Company shall reimburse
Consultant for all reasonable fees and  disbursements of Consultants outside
counsel and Consultants  reasonable travel and out-of-pocket expenses incurred in
connection with the  services performed by Consultant pursuant to this Agreement,
including without  limitation, filing fees, printing and duplicating costs, postage,
hotel, food  and associated expenses including long-distance telephone calls.

(d)   
In the event that this Agreement shall not be renewed or if terminated for any  reason,
notwithstanding any such non-renewal or termination, Consultant shall be  entitled to a
full fee as provided under Section 4 hereof, for any Transaction  and/or Financing for
which the discussions were conducted during the term of  this Agreement by the Company or
by Consultant on behalf of the Company which is  consummated within a period of twelve
(12) months after non-renewal or  termination of this Agreement. Upon termination of this
Agreement, Consultant  shall provide the Company with a written list of parties with whom
it had  discussions in connection with any Transaction and/or Financing, which list
shall govern the operation of this paragraph.

5.   
Indemnification.Since Consultant will be acting on behalf of the Company
in connection with its engagement hereunder, the Company and Consultant have
entered into a separate indemnification agreement substantially in the form
attached hereto as Schedule B and dated the date hereof, providing for the
indemnification of Consultant by the Company. Consultant has entered into this
Agreement in reliance on the indemnities set forth in such indemnification
agreement.

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6.   
Assignment. The rights and obligations of the parties to this Agreement
may not be assigned without the prior written consent of each other party to
this Agreement. This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.

7.   
Status. Consultant is, and shall remain throughout the term of this
Agreement, an independent contractor. Consultant is not now nor will he become
an employee, partner, agent or principal of the Company, which this Agreement is
in effect, and Consultants authority shall be limited strictly as
described in this Agreement. No provision in this Agreement is intended to
authorize Consultant, or any employee or affiliate of Consultant, to act for the
Company in any respect or to make commitments on behalf of the Company.
Consultant agrees that it is not an agent of the Company, nor entitled to the
rights or benefits, which might be afforded to employees of the Company.

8.   
Nondisclosure and Confidentiality. It is expressly understood that
Consultant may be required to share information made available to him by the
Company with potential merger or acquisition candidates or representatives of
such entities. Unless otherwise instructed by the Company, Consultant shall not
be restricted in use of such information furnished by the Company with respect
to their business dealings with such third persons. However, Consultant shall
treat as confidential all information about the Company or its business and
affairs with the Company requests in writing be held as confidential.

9.   
Entire Agreement. This Agreement and attached Schedules A and B
constitute the entire Agreement between the parties, and supercedes all prior
discussions, plans or arrangements relating to the subject of this Agreement.
Modifications or amendments to this Agreement may only be made in writing,
signed by all parties.

10.   
New York Law. This Agreement shall be governed by and construed in
accordance with New York law. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.

11.   
Arbitration.

(a)   
Disputes arising under this Agreement shall be settled by one arbitrator  pursuant to the
rules of the American Arbitration Association (the  AAA) for Commercial
Arbitration (the Rules). Such  arbitration shall be held in New York City,
New York, or at such other location  as mutually agreed to by the parties to the dispute.
Subject to any applicable  limitations contained in this Agreement, arbitration may be
commenced at any  time by any party giving notice to the other party that a dispute has
been  referred to arbitration under this Section. The arbitrator shall be selected by
joint agreement of the parties hereto, but if they do not so agree within twenty  (20)
days after the date of the notice referred to above, the selection shall be  made
pursuant to the Rules from the panel of arbitrators maintained by the AAA.  Any award of
the arbitrator shall be accompanied by a written opinion giving the  reasons for the
award. The expense of the arbitration shall be borne by the  parties in the manner
determined in writing by the arbitrator. This arbitration  provision shall be
specifically enforceable by the parties. The determination of  the arbitrator pursuant to
this Section shall be final and binding on the  parties and may be entered for
enforcement before any court of competent  jurisdiction.

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(b)   
Notwithstanding any of the foregoing, either party may request injunctive and/or
equitable relief either from the arbitrator or from a court in order to protect  the
rights or property of the party, pending the resolution of the dispute by  arbitration as
provided hereunder. For the purpose of requesting an injunction  and/or equitable relief
from a court, the parties agree to submit to the  exclusive personal jurisdiction and
venue of the District Court of the City and  County of Denver and the United States
District Court for the Southern District  of New York. The parties hereby waive trial by
jury in any action or proceeding  involving, directly or indirectly, any matter in any
way arising out of or in  connection with this Agreement.

12.   
Attorneys Fees. The prevailing party in any dispute arising out of
or based upon this Agreement shall be entitled to recover all reasonable
attorneys fees and all costs as may be incurred in connection with either
obtaining or collecting any decision in arbitration or judgment, in addition to
any other relief granted.

13.   
Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same Agreement. This Agreement may be
executed and delivered by exchange of facsimile copies showing the parties
signatures, and those signatures need not be affixed to the same copy. The
facsimile copies showing the signatures of the parties will constitute
originally signed copies of the same Agreement requiring no further execution.

14.   
Notices.Any notice or communication permitted or required hereunder
shall be in writing and shall be deemed sufficiently given if hand-delivered or
sent (i) postage prepaid by registered mail, return receipt requested, or (ii)
by facsimile to the respective parties as set forth below, or to such other
address as either party may notify the other of in writing:

| |  | If to
the Company, to:
c/o Robert W. Marsik
1960 White Birch Drive
Vista, California 92083
If to Consultant, to:
First Equity Capital Securities, Inc.
1776 Broadway - Suite 1403
New York, NY  10019
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IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of
the date stated above.

|CONSULTANT:FIRST EQUITY CAPITAL
SECURITIES, INC
By: /s/ Ken Levine   
         Ken Levine     
                  Dated | COMPANY:MERCARI COMMUNICATIONS
GROUP, LTD.,a Colorado corporationBy: /s/ Robert W. Marsik   3-19-04
           Robert W. Marsik       Dated
|---------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------

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SCHEDULE AIndemnification Provisions

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In
connection with the engagement of FIRST EQUITY CAPITAL SECURITIES, INC.
(Consultant) by MERCARI COMMUNICATIONS GROUP, LTD. (the
Company) pursuant to an agreement dated March 10, 2004 between the
Company and Consultant as it may be amended from time to time (the Letter
Agreement), the Company, hereby agrees as follows:

|1. |  | In connection with or arising out of or relating to the engagement of Consultant
under the Letter Agreement, or any actions taken or omitted, services performed
or matters contemplated by or in connection with the Letter Agreement, the
Company agrees to reimburse Consultant, its affiliates and their respective
directors, officers, employees, agents and controlling persons (each an
Indemnified Party) promptly upon demand for actual, out-of-pocket
expenses (including reasonable fees and expenses for legal counsel) as they are
incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim, or any litigation, proceeding or other action
in respect thereof (collectively, a Claim). The Company also agrees
(in connection with the foregoing) to indemnify and hold harmless each
Indemnified Party from and against any and all out-of-pocket losses, claims,
damages and liabilities, joint or several, to which any Indemnified Party may
become subject, including any amount paid in settlement of any litigation or
other action (commenced or threatened) to which the Company shall have consented
in writing (such consent not to be unreasonably withheld), whether or not any
Indemnified Party is a party and whether or not liability resulted; provided,
however, that the Company shall not be liable pursuant to this sentence in
respect of any loss, claim, damage or liability to the extent that a court or
other agency having competent jurisdiction shall have determined by final
judgement (not subject to further appeal) that such loss, claim, damage or
liability was incurred solely as a direct result of the willful misconduct or
gross negligence of such Indemnified Party.
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|2. |  | An Indemnified Party shall have the right to retain separate legal counsel of
its own choice to conduct the defense and all related matters in connection with
any Claim. The Company shall pay the reasonable fees and expenses of such legal
counsel, and such counsel shall to the fullest extent, consistent with its
professional responsibilities, cooperate with the Company and any legal counsel
designated by the Company.
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|3. |  | The Company will not, without the prior written consent of each Indemnified
Party settle, compromise or consent to the entry of any judgement in any pending
or threatened Claim in respect of which indemnification may be reasonably sought
hereunder (whether or not any Indemnified Person is an actual or potential party
to such Claim), unless such settlement, compromise or consent includes an
unconditional, irrevocable release of each Indemnified Person against whom such
Claim may be brought hereunder from any and all liability arising out of such
Claim.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | In the event the indemnity provided for in paragraphs 1 and 2 hereof is
unavailable or insufficient to hold any Indemnified Party harmless, then the
Company shall contribute to amounts paid or payable by an Indemnified Party in
respect of such Indemnified Partys losses, claims, damages and liabilities
as to which the indemnity provided for in paragraphs 1 and 2 hereof is
unavailable or insufficient (i) in such portion as appropriately reflects the
relative benefits received by the Company, on the one hand, and the Indemnified
Party, on the other hand, in connection with the matters as to which losses,
claims, damages or liabilities relate, or (ii) if the allocation provided by (i)
above is not permitted by applicable law, in such proportion as appropriately
reflects not only the relative benefits referred to in clause (i) but also the
relative fault of the Company, on the one hand, and the Indemnified Parties, on
the other hand, as well as any other equitable considerations. The amounts paid
or payable by a party in respect of losses, claims, damages and liabilities
referred to above shall be deemed to include any reasonable legal or other
out-of-pocket fees and expenses incurred in defending any litigation, proceeding
or other action or claim. Notwithstanding the provisions hereof,
Consultants share of the liability hereunder shall not be in excess of the
amount of fees actually received by Consultant under the Letter Agreement
(excluding any amounts received as reimbursement of expenses by Consultant).
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|5. |  | It is understood and agreed that, in connection with Consultants
engagement by the Company under the Letter Agreement, Consultant may also be
engaged to act for the Company in one or more additional capacities, and that
the terms of any such additional engagement may be embodied in one or more
separate written agreements. These Indemnification Provisions shall apply to the
engagement under the Letter Agreement and to any such additional engagement and
any modification of such additional engagement; provided, however, that in the
event that the Company engages Consultant to act as a dealer manager in an
exchange or tender offer or as an underwriter in connection with the issuance of
securities by the Company or to furnish an opinion letter, such further
engagement may be subject to separate indemnification and contribution
provisions as may be mutually agreed upon.
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|6. |  | These Indemnification Provisions shall remain in full force and effect in
connection with the transaction contemplated by the Letter Agreement whether or
not consummated, and shall survive the expiration of the period of the Letter
Agreement, and shall be in addition to any liability that the Company might
otherwise have to any Indemnified Party under the Letter Agreement or otherwise.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. |  | Each party hereto consents to personal jurisdiction and service of process and
venue in any court in the State of New York in which any claim for indemnity is
brought by any Indemnified Person.
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|8. |  | These Indemnification Provisions may be executed in any number of counterparts,
each of which shall be deemed an original but all of which when taken together
shall constitute one and the same instrument. These Indemnification Provisions
may be delivered by facsimile, and facsimile signatures shall be treated as
original signatures for all applicable purposes.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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FIRST EQUITY
CAPITAL SECURITIES, INC.
By Its Authorized Signatory:
By:Ken Levine
Name: Ken Levine
Title: PresidentMERCARI COMMUNICATIONS GROUP, LTD.
By:Robert W. Marsik
Name: Robert W. Marsik
Title: President

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SCHEDULE
BTERM SHEET

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