Exhibit 10.8


                          BUSINESS CONSULTING AGREEMENT

AGREEMENT,  made and entered  into  January 3, 2002,  by and  between  Edward T.
Whelan and Edward  Meyer,  Jr.,  Individually,  of Xcel  Associates,  Inc. a New
Jersey Corporation,  with offices located at 224 Middle Road, 2nd floor, Hazlet,
New Jersey  07730  ("Whelan and Meyer"))  and  Military  Resale  Group;  Inc., a
publicly  traded New York  Corporation  with offices  located at 2180  Executive
Circle, Colorado Springs, CO 80906 ("MYRG")

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Whelan and Meyer provides  consultation and advisory services
relating to business management and marketing; and

         WHEREAS,   MYRG  desires  to  utilize  Whelan  and  Meyer  services  in
connection with its operations.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter  set  forth,  Whelan and Meyer and MYRG  hereby  agree as
follows:

1. CONSULTING  SERVICES.  Effective as of January 3, 2002, by and subject to the
terms and conditions herein  contained,  Whelan and Meyer shall provide business
management,  marketing consultation and advisory services to MYRG. Such services
shall include (a) the preparation, implementation and monitoring of business and
marketing  plans,  (b) advice  concerning  production  layout and  planning  and
internal  controls and (c) such other managerial  assistance as Whelan and Meyer
shall deem necessary or appropriate for MYRG's business.

2. PAYMENT. In consideration for the services of Whelan and Meyer to be provided
hereunder shall be $12;000 worth of restricted MYRG shares per month. The shares
shall be issued at the end of each  quarter on March 31,  2002,  June 30;  2002,
September  31, and December 31, 2002.  The number  o(pound)  shares to be issued
will be determined  by the average bid price  multiple by .80 or 80%. The shares
are to be issued equally  between the name of Edward Meyer,  Jr. SS# ###-##-####
and  Edward  T:  Whelan,  SS#  ###-##-####.  Please  have  all the  certificates
delivered to 224 Middle Road, Hazlet, New Jersey 07730.

3. EXPENSES.  MYRG shall reimburse Whelan and Meyer for all pre-approved  travel
and other expenses incurred by it in rendering services hereunder, including any
expenses  incurred by consultants when such consultants are temporarily  located
outside of the metropolitan New York, area for the purpose of rendering services
to or for the benefit of MYRG pursuant to this Agreement. Whelan and Meyer shall
provide  receipts and vouchers to MYRG fox all expenses for which  reimbursement
is claimed.

4.  INVOICES.  All  pre-approved  invoices  for  services  provided  to MYRG and
expenses incurred by Whelan anal Meyer in connection  therewith shall be payable
in full  within ten (10) days of the date of such  invoice.  Payment of invoices
shall be made by check made payable to the individual rendering the pre-approved
service and mailed to 224 Middle  Road,  Hazlet NJ 07730 within the allotted ten
(10) days.


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5.  PERSONNEL.  Whelan  and  Meyer  shall be an  independent  contractor  and no
personnel  utilized by Whelan and Meyer in providing services hereunder shall be
deemed an employee  of MYRG.  Moreover,  neither  Whelan nor Meyer nor any other
such person  shall be empowered  hereunder to act on behalf of MYRG.  Whelan and
Meyer shall have the sole and exclusive  responsibility and liability for making
all reports and contributions withholdings,  payments and taxes to be collected,
withheld,  made and paid  with  respect  to  persons  providing  services  to be
performed  hereunder on behalf of MYRG, whether pursuant to any social security,
unemployment  insurance,  worker's  compensation  law or other  federal state or
local law now in force and effect or hereafter enacted.

6. TERM AND  TERMINATION.  This  Agreement  shall be effective from February 21,
2002 and shall  continue  in effect for a period of 12 months  thereafter.  This
Agreement may be renewed for a provisional  six-month  period  thereafter,  upon
mutual agreement of the parties.

7. NON-ASSIGNABILITY.  The rights, obligations, and benefits established by this
Agreement shall not be assignable by either party hereto.  This Agreement shall,
however, be binding upon and shall inure to the benefit of the parties and their
successors.

8. CONFIDENTIALITY.  Neither Whelan nor Meyer nor any of its consultants,  other
employees,  officers,  or directors  shall  disclose  knowledge  or  information
concerning the  confidential  affairs of MYRG with respect to MYRG's business or
finances  that was obtained in the course of  performing  services  provided for
herein.

9. LIMITED LIABILITY. Neither Whelan and Meyer nor any of its consultants, other
employees, officers or directors shall be liable for consequential or incidental
damages  of any kind to MYRG  that may arise  out of or in  connection  with any
services performed by Whelan and Meyer, hereunder.

10.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of New Jersey without giving effect to the
inflicts of law principles thereof or actual domicile of the parties.

1l.  NOTICE.  Notice  hereunder  shall be in writing and shall be deemed to have
been given at the time when deposited dot' mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective  party at address of such party first above  written or at such other
address as such party may fix by notice given pursuant to this paragraph.

12. NO OTHER  AGREEMENTS.  This Agreement  supersedes all prior  understandings;
written or oral, and constitutes the entire Agreement between the parties hereto
with  respect  to  the  subject  matter  hereof.  No  waiver,   modification  or
termination  of this  Agreement  shall be valid unless in writing  signed by the
parties hereto.

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IN WITNESS WHEREOF, MYRG, Whelan and Meyer have duly executed this Agreement as
of the day and year first above written.

MILITARY RESALE GROUP, INC.                     CONSULTANTS


------------------------------                  --------------------------
By: Ethan D. Hokit, President                   By: Edward T. Whelan



                                                --------------------------
                                                By: Edward Meyer, Jr.




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