CONSULTING AGREEMENT BETWEEN IVC Group AND ESSENTIAL REALITY, INC.


      This Consulting  Agreement (the  "Agreement") is made as of the [ ] day of
June 2004 by and between Essential Reality,  Inc. (the "Company") and IVC Group,
a Cayman Island  corporation,  with an address at 802 Grand  Pavilion 1st Floor,
P.O. Box 30543 SMB, Grand Cayman, Cayman Islands, BWI (the "Consultant").

      WHEREAS, the Company wishes to engage Consultant to advise the Company and
Consultant  wishes to accept such engagement,  all upon the terms and subject to
the conditions contained in this Agreement;

      NOW,  THEREFORE,  the  parties  hereto,  in  consideration  of the  mutual
consideration  and promises  contained herein and intending to be bound,  hereby
agree as follows:

      1.  Appointment.  The Company hereby appoints  Consultant,  and Consultant
agrees to serve as,  consultant to the Company,  all upon the terms, and subject
to the conditions of this Agreement.

      2.  Term.  The term of this  Agreement  shall  begin on the date first set
forth above and shall continue until June 30, 2005.

      3. Duties of Consultant.  Consultant  shall advise the Company  concerning
operational,  financial and  management  matters.  Consultant  shall render such
advice and assistance as the Company may  reasonably  request of him pursuant to
such duties.

      4.  Compensation.  In consideration  of, and in full payment for, entering
into this Agreement,  the Company shall pay Consultant a fee of $60,000, payable
in the Company's Series A Convertible Non Redeemable Preferred Shares at a price
of $3.56 per Preferred Share. Consultant shall be responsible for all travel and
other related expenses incurred by Consultant in connection with the performance
of his consulting duties hereunder,  unless otherwise consented to in writing in
advance by the Company.

      5. Status as Independent  Contractor.  The parties intend and  acknowledge
that Consultant is acting as an independent contractor and not as an employee of
the Company.  Consultant shall have full discretion in determining the amount of
time and activity to be devoted to rendering  the  services  contemplated  under
this Agreement and the level of compensation to Consultant is not dependent upon
any preordained time commitment or level of activity.  The Company  acknowledges
that Consultant  shall remain free to accept other  consulting  engagements of a
like nature to the engagement under this Agreement.  Consultant, however, hereby
undertakes  to notify the  Company in writing of any  engagement  undertaken  by
Consultant that, in the view of Consultant,  creates a conflict of interest with
the  Company's  engagement of  Consultant.  Nothing in this  Agreement  shall be
construed  to create any  partnership,  joint  venture  or  similar  arrangement
between the Company and Consultant or to render either party responsible for any
debts or liabilities of the other.

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      6. Confidentiality.

            (a) Consultant  acknowledges that in connection with the services to
be rendered under this Agreement,  Consultant may be provided with  confidential
business  information of the Company.  Consultant agrees to keep any information
or materials specifically  designated in writing by a responsible officer of the
Company  as  confidential  (the  "Confidential  Information")  in the  strictest
confidence and not to disclose or disseminate any such Confidential  Information
to any  person,  firm or  other  business  entity  except  to  those  employees,
consultants  or other  independent  contractors  of the Company or Consultant as
shall be  necessary  or  advisable  for the carrying out of the purposes of this
Agreement and who are under a similar obligation of confidentiality.

            (b) The Company  acknowledges  that Consultant may, in rendering the
services to be rendered  hereunder,  be utilizing materials that are proprietary
to  Consultant.  The  Company  acknowledges  that  any such  materials  that are
specifically  designated  in  writing  to  the  Company  to  be  proprietary  to
Consultant  will remain the  property of  Consultant  and the Company will treat
such materials as  confidential  information of Consultant and will not disclose
or disseminate any such  confidential  information to any person,  firm or other
business  entity except to those  employees,  consultants  or other  independent
contractors  of the Company or Consultant as shall be necessary or advisable for
the carrying out of the purposes of this  Agreement  and who are under a similar
obligation of confidentiality.

      7.  Indemnification.  The Company shall indemnify Consultant for any loss,
damage,  expenses,  claims or other liabilities (including,  without limitation,
attorneys'  fees)  resulting  from a  breach  or  alleged  breach  of any of the
representations  and warranties of the Company, or the failure of the Company to
perform any of its obligations, contained in this Agreement.

      8. Amendments,  Modifications,  Waivers, Etc. No amendment or modification
to this  Agreement,  nor any waiver of any term or  provision  hereof,  shall be
effective  unless it shall be in a writing signed by the party against whom such
amendment,  modification or waiver shall be sought to be enforced.  No waiver of
any term or  provision  shall be  construed  as a waiver  of any  other  term or
condition of this Agreement,  nor shall it be effective as to any other instance
unless  specifically  stated in a writing conforming with the provisions of this
Paragraph 8.

      9. Successors and Assigns. This Agreement shall be enforceable against any
successors  in  interest,  if any, to the Company  and  Consultant.  Neither the
Company  nor  Consultant  shall  assign  any  of  their  respective   rights  or
obligations hereunder without the written consent of the other in each instance.


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      10.  Notices.  Any notices  required or  permitted  to be given under this
Agreement  shall be effective  upon receipt at the  respective  addresses in the
recitals to this  Agreement  unless the address for notice to either party shall
have been changed by a notice given in accordance with this Paragraph 10.

      11.  Governing Law. This Agreement  shall be governed by, and construed in
accordance  with,  the  substantive  laws of the State of New York for contracts
executed  and to be  performed  wholly  within  such state,  without  regard for
principals of conflicts of laws.

      IN WITNESS WHEREOF,  the parties hereto have set their respective hands as
of the date first above written.



ESSENTIAL REALITY, InC                        IVC Group

By:
    ---------------------------------         -------------------------------
    Humbert B. Powell III                     Mark Tompkins
    Chairman of the Board


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