FINANCIAL CONSULTING AGREEMENT

         This FINANCIAL  CONSULTING AGREEMENT (this "Agreement") made as of this
1st day of December, 1999 is by and between MerchantOnline.Com,  Inc., a Florida
corporation,  with its principal  place of business at 1600 S. Dixie Hwy,  Suite
300, Boca Raton, FL 33432 (the  "Company"),  and Robert Hausman,  an individual,
having his principal  place of business at 3785 Coventry  Lane,  Boca Raton,  FL
33496. (the "Consultant").

                                R E C I T A L S:
                                 - - - - - - - -

         A.       The  Company  is a  public  company  with a  class  of  equity
securities  publicly traded, and desires to retain Consultant to provide certain
financial consulting services.

         B.       Consultant  desires to provide  certain  financial  consulting
services to the Company in accordance  with the terms and  conditions  contained
hereinafter.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto hereby agree as follows:

         1.       CONSULTING  SERVICES.  During  the  term  of  this  Agreement,
Consultant  is hereby  retained by the Company to provide  financial  consulting
services to the Company,  as said services relate to corporate  finance matters,
including,  without limitation,  advice regarding acquisitions,  consolidations,
mergers, joint ventures and financial strategies.  Consultant shall provide such
financial  consulting services as reasonably requested by the Company during the
term of this Agreement, provided that nothing hereunder shall require Consultant
to devote a minimum number of hours per calendar month toward the performance of
services  hereunder.  The level and scope of  services  that may  reasonably  be
requested  hereunder shall be dependent,  in part, on the amount of compensation
to be paid Consultant by the Company  hereunder.  Unless  otherwise agreed to by
Consultant, all services hereunder shall be performed by Consultant, in its sole
discretion, at its principal place of business or other offices. Notwithstanding
anything  contained  herein to the  contrary,  the  services to be  performed by
Consultant  hereunder  may  be  performed  by  any  employee  or  consultant  to
Consultant.

         2.       TERM.  The  term  of this  Agreement  shall  be for  one  year
commencing as of the date first written above and  terminating  one day prior to
the  anniversary  hereof;  provided,  however,  that  this  Agreement  shall  be
renewable for subsequent one year terms,  by mutual  agreement of the parties in
writing,  at least thirty (30) days prior to the  expiration of the then current
term.

         3.       COMPENSATION. In consideration for the performance of services
hereunder,  the Company  hereby  agrees to pay  Consultant  the aggregate sum of
$125,000 in monthly  installments  of $10,416.67  due and payable on the 15th of
each month.. In addition,  The Company hereby grants Consultant  300,000 options
to purchase the Company's  restricted common stock at a price of $1.87 per share
which  represents  the bid  price  for the  Company's  stock as of the  close of
business as of the date of this agreement. The Company hereby agrees to pay on a
pre-approval  basis  all  out-of-pocket   expenses  incurred  by  Consultant  in
connection  with such services to be rendered  hereunder.  Consultant  may, from
time to time,  deem it to be in the best  interests  of the Company to retain an
outside consultant in connection with certain specific  acquisitions or proposed

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transactions.  In such event,  the Company hereby agrees to pay any and all fees
and expenses of such consultant.

         4.       REPRESENTATIONS OF THE COMPANY.  The Company hereby represents
and warrants that any and all  information  supplied  hereunder to Consultant in
connection with any and all services to be performed hereunder by Consultant for
and on behalf of the Company shall be true,  complete and correct as of the date
of such  dissemination  and shall not fail to state a material fact necessary to
make any of such  information  not misleading.  The Company hereby  acknowledges
that the  ability of  Consultant  to  adequately  provide  financial  consulting
services hereunder and/or to initiate and/or effectuate  introductions on behalf
of the Company  with  respect to potential  acquisitions  is dependent  upon the
prompt   dissemination  of  accurate,   correct  and  complete   information  to
Consultant.  In addition,  and notwithstanding  anything contained herein to the
contrary, nothing hereunder shall obligate Consultant to make any minimum number
of introductions  hereunder or to initiate any merger or acquisitions  involving
or  relating  to the  Company.  The  Company  further  represents  and  warrants
hereunder that this Agreement and the transactions  contemplated hereunder, have
been duly and validly  authorized by all requisite  corporate  action;  that the
Company has the full right,  power and capacity to execute,  deliver and perform
its obligations hereunder; and that this Agreement,  upon execution and delivery
of the same by the Company,  will represent the valid and binding  obligation of
the Company  enforceable in accordance with its terms. The  representations  and
warranties set forth herein shall survive the termination of this Agreement.

         5.       INDEMNIFICATION.

                  (a) The Company  hereby agrees to  indemnify,  defend and hold
harmless Consultant, its officers, directors, principals, employees, affiliates,
and shareholders,  and their successors and assigns from and against any and all
claims, damages, losses, liability,  deficiencies,  actions, suits, proceedings,
costs or legal expenses  (collectively the "Losses") arising out of or resulting
from: (i) any breach of a  representation,  or warranty by the Company contained
in this  Agreement;  or (ii) any activities or services  performed  hereunder by
Consultant,  unless such Losses were the result of the intentional misconduct or
gross  misconduct  of  Consultant;  or  (iii)  any and all  costs  and  expenses
(including reasonable attorneys' and paralegals' fees) related to the foregoing,
and as more fully described below.

                  (b) If Consultant  receives written notice of the commencement
of any legal action,  suit or proceeding with respect to which the Company is or
may be  obligated  to  provide  indemnification  pursuant  to  Section  7 above,
Consultant shall, within thirty (30) days of the receipt of such written notice,
give the Company written notice thereof (a "Claim Notice"). Failure to give such
Claim Notice within such thirty (30) day period shall not constitute a waiver by
Consultant of its right to indemnity hereunder with respect to such action, suit
or  proceeding.  Upon receipt by the Company of a Claim  Notice from  Consultant
with respect to any claim for  indemnification  which is based upon a claim made
by a third party ("Third Party Claim"), Consultant may assume the defense of the
Third Party Claim with  counsel of its own  choosing,  as described  below.  The
Company  shall  cooperate  in the  defense  of the Third  Party  Claim and shall
furnish such records, information and testimony and attend all such conferences,
discovery proceedings, hearings, trial and appeals as may be reasonably required
in  connection  therewith.  Consultant  shall  have the right to employ  its own
counsel in any such action,  but the fees and expenses of such counsel  shall be

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<PAGE>

at the expense of Consultant unless the Company shall not have promptly employed
counsel to assume the defense of the Third Party Claim, in which event such fees
and expenses shall be borne solely by the Company. The Company shall not satisfy
or settle any Third Party Claim for which indemnification has been sought and is
available  hereunder,  without the prior written  consent of Consultant.  If the
Company shall fail with reasonable  promptness either to defend such Third Party
Claim or to satisfy or settle the same, Consultant may defend, satisfy or settle
the Third Party Claim at the expense of the Company and the Company shall pay to
Consultant the amount of any such Loss within ten (10) days after written demand
therefor. The indemnification provisions hereunder shall survive the termination
of this Agreement.

         6.       AMENDMENT. No modification,  waiver,  amendment,  discharge or
change  of this  Agreement  shall be valid  unless  the same is  evidenced  by a
written  instrument,  executed  by the party  against  which such  modification,
waiver, amendment, discharge, or change is sought.

         7.       NOTICES.  All notices,  demands or other  communications given
hereunder  shall be in writing  and shall be deemed to have been duly given when
delivered  in person  or  transmitted  by  facsimile  transmission  or the third
calendar day after being mailed by United States  registered or certified  mail,
return receipt requested,  postage prepaid,  to the addresses herein above first
mentioned or to such other  address as any party  hereto shall  designate to the
other for such purpose in the manner hereinafter set forth.

         8.       ENTIRE   AGREEMENT.   This  Agreement   contains  all  of  the
understandings  and agreements of the parties with respect to the subject matter
discussed  herein.  All prior  agreements,  whether  written or oral, are merged
herein and shall be of no force or effect.

         9.       SEVERABILITY.  The invalidity,  illegality or unenforceability
of any  provision  or  provisions  of this  Agreement  will not affect any other
provision  of this  Agreement,  which will remain in full force and effect,  nor
will  the  invalidity,  illegality  or  unenforceability  of a  portion  of  any
provision of this Agreement  affect the balance of such provision.  In the event
that  any one or more  of the  provisions  contained  in this  Agreement  or any
portion  thereof  shall  for  any  reason  be  held to be  invalid,  illegal  or
unenforceable  in any respect,  this Agreement shall be reformed,  construed and
enforced as if such invalid,  illegal or unenforceable  provision had never been
contained herein.

         10.      CONSTRUCTION   AND   ENFORCEMENT.   This  Agreement  shall  be
construed  in  accordance  with  the  laws  of the  State  of  Florida,  without
application of the principles of conflicts of laws. If it becomes  necessary for
any party to institute  legal action to enforce the terms and conditions of this
Agreement,  the successful party will be awarded  reasonable  attorneys' fees at
all trial  and  appellate  levels,  expenses  and  costs.  Any  suit,  action or
proceeding  with  respect  to this  Agreement  shall be  brought in the state or
federal courts located in Palm Beach County in the State of Florida. The parties
hereto hereby accept the exclusive  jurisdiction of those courts for the purpose
of any such suit,  action or proceeding.  Venue for any such action, in addition
to any other venue permitted by statute, will be Palm Beach County, Florida. The
parties hereto hereby irrevocably waive, to the fullest extent permitted by law,
any objection  that any of them may now or hereafter have to the laying of venue
of any suit,  action or proceeding  arising out of or relating to this Agreement

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or any judgment  entered by any court in respect  thereof  brought in Palm Beach
County,  Florida,  and hereby further irrevocably waive any claim that any suit,
action or proceeding brought in Palm Beach County,  Florida, has been brought in
an inconvenient forum.

        11.      BINDING  NATURE.  The terms and  provisions of this  Agreement
shall be  binding  upon and  inure to the  benefit  of the  parties,  and  their
respective successors and assigns.

        12.      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  including facsimile  signatures which shall be deemed as original
signatures.   All  executed   counterparts   shall   constitute  one  Agreement,
notwithstanding  that all signatories are not signatories to the original or the
same counterpart.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


         MerchantOnline.Com, Inc.

         By: /s/ TAREK  S.  KIRSCHEN
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         Name:   Tarek  S.  Kirschen
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         Title:  President & Chief Executive Officer
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         Robert Hausman

         By: /s/ ROBERT HAUSMAN
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         Name:   Robert Hausman
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