CONSULTING AGREEMENT


CONSULTING AGREEMENT dated as of February 8, 2005, by and between 110 Media
Group, Inc. ("110"), a Delaware corporation with offices at 95 Broad Hollow
Road, Melville, NY 11747 and CONSULTANT, a Cioffi Business Management Services
("CONSULTANT") with offices at 31 West Main Street, Suite 312, Patchogue, NY
11772.

      W I T N E S S E T H: WHEREAS, 110 and the CONSULTANT wish to enter into an
agreement where 110 desires to retain the CONSULTANT as a CONSULTANT and
CONSULTANT desires to act as a CONSULTANT to 110, subject to and upon the terms
and conditions set forth herein.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:

1.    Consultancy. 110 hereby retains CONSULTANT and CONSULTANT hereby agrees to
      act as a CONSULTANT to 110. CONSULTANT shall perform such services for 110
      as agreed with the Board of Directors of 110 from time to time (the
      "Consulting Services") including, but not limited to, the services
      specified in Appendix A to this agreement. CONSULTANT agrees to cause
      Darren J. Cioffi to perform the Consulting Services on behalf of the
      CONSULTANT. The CONSULTANT shall exercise its own reasonable judgment and
      employ such means as it, in good faith, determines are reasonable in

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      performing the Consulting Services, and 110 will not exercise any control
      over the methods or means employed by the CONSULTANT in performing the
      Consulting Services. The Consulting Services shall be performed at such
      times and at such locations as CONSULTANT shall determine.

2.    Independent Contract or Status. It is understood and agreed that in the
      performance of the Consulting Services by the CONSULTANT hereunder, it is
      acting as an independent contractor and not in any way as an employee or
      agent of 110. The CONSULTANT will determine the hours of work of its
      employees and the CONSULTANT's employees are not required to work any
      specified number of hours in any week. Any time off, including weekends
      and vacation, will be solely and entirely at the discretion of the
      CONSULTANT. The CONSULTANT may be required upon request of the Board to
      submit to 110 written or oral reports regarding its activities. Employees
      of the CONSULTANT and others retained by the CONSULTANT are not employees
      of 110 for purposes of worker's compensation, unemployment insurance,
      medical; disability and group life insurance and they are not eligible to
      participate in any welfare, pension, profit sharing or fringe benefit plan
      or arrangement of 110.

3.    Consulting Fees. During the Term, as full compensation for the Consulting
      Services, 110 shall pay to the CONSULTANT a consulting fee as described in
      Appendix A to this document. In addition to the Base Fee, the CONSULTANT
      shall be paid such additional compensation as shall be determined from
      time to time by the Board of Directors of 110 and approved by the Board of
      Directors of 110 as provided for in Appendix A. It is understood that 110
      will not withhold any income taxes, unemployment taxes or other taxes and
      that the CONSULTANT is solely responsible for paying and reporting all


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      taxes, including income taxes and estimates thereof for itself and all
      employees, agents or contractors. 110 will report to the appropriate tax
      authorities the amounts paid to the CONSULTANT and, even though the
      CONSULTANT is an independent contractor, if 110 is required by law, or is
      advised by its accountants or attorneys that it is required by law to
      deduct for withholding, or other taxes, it shall be free to do so, which
      taxes if not previously deducted shall be reclaimable from the CONSULTANT.

4.   Expenses. In addition to the consulting fees provided for in Section 3
     above, 110 shall reimburse the CONSULTANT for reasonable costs and expenses
     incurred by the CONSULTANT in performing the Consulting Services, subject
     to review by the Board of Directors of 110 or a senior officer of 110
     designated by the Board of Directors of 110.

5.   Use of 110's Facilities. Employees of the CONSULTANT are not required to
     use the office facilities of 110 in performing the Consulting Services
     hereunder.

6.   Term. The term of this Agreement shall commence as of December 16, 2004 and
     shall continue for a period of six (6) months (the "Term"). At the option
     of the CONSULTANT and in agreement with 110, exercisable by written notice
     delivered by the CONSULTANT to 110 not less than thirty (30) days prior to
     the end of the Initial Term, this Agreement shall be renewed for an
     additional three (3) months (the "Renewal Term").


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7.    Termination.

8.1   110 or CONSULTANT may terminate this Agreement in the event the other
      party fails to perform in accordance with the provisions of this
      Agreement.

8.2   110 may terminate this Agreement, at any time, upon thirty (30) days
      written notice, to CONSULTANT for any reason whatsoever.

8.3   Upon termination CONSULTANT shall cease all provision of services and no
      invoice shall be made for services performed after notice of suspension or
      termination. Upon termination, for any reason except breach of this
      agreement by CONSULTANT, of this Agreement or a portion of the services
      covered hereunder, 110 shall pay to CONSULTANT an amount equal to the
      Severance Amount as provided in Section 9 of this Agreement.

8.4   Termination of this Agreement or a portion of any services hereunder
      except for breach of this agreement by CONSULTANT shall not prejudice or
      affect the rights or remedies of either 110 or CONSULTANT against the
      other in respect of any breach of the Agreement which occurred before the
      effective date of termination and shall not prejudice the rights and
      remedies of CONSULTANT in respect of any sum or sums of money owed or
      owing from 110.

8.    Severance Payment. Upon termination of this Agreement by 110 or a change
      in control of 110, in addition to earned but unpaid Consulting Fees
      payable in accordance with Section 3, 110 shall pay to CONSULTANT
      severance as identified in Appendix A.


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9.    Disclaimers and Limitations of Liability. It is expressly understood and
      agreed that 110 shall NOT be responsible nor liable for any loss, damage,
      penalty, or the like, financial or otherwise, caused by: (i) failure by
      any CONSULTANT, advisor, contractor, supplier, or any other persons,
      individuals or firms NOT employed by 110 to discharge its contractual
      obligations; or (ii)any delay, modification, or suspension of the time
      schedule for performing the services hereunder whether agreed or not
      agreed with CONSULTANT, which is NOT the responsibility of 110, its
      agents, or CONSULTANTs; or (iii) any negligent work carried out by the
      CONSULTANT or by any third party other than 110, its agents, or
      sub-CONSULTANTs, or employees; or (iv)the failure of any person NOT
      employed or contracted with by 110 to discharge any legal duty or
      obligation whatsoever.

10.   Confidentiality. The CONSULTANT hereby agrees that during and after the
      term of this Agreement, neither it nor any of its employees nor others
      retained by the CONSULTANT to perform some or all of the services to be
      performed hereunder, will divulge any confidential or proprietary
      information belonging to 110 or any company associated with 110 or to any
      customer of 110 and neither the CONSULTANT nor any employee of the
      CONSULTANT nor any other person retained by the CONSULTANT will make
      available to others any 110 or account list, price list, business plan,
      trade secret, document, file, paper or data of any kind, in whatever form
      embodied, concerning the business or financial affairs of 110, its
      associated companies, or its customers or remove any of the foregoing from
      the premises of 110.


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11.   Assignment. Except as otherwise provided herein, the CONSULTANT may not
      assign this Agreement or delegate any of its obligations hereunder,
      without the prior written consent of 110 and 110 may not assign this
      Agreement, or delegate any of its obligations hereunder, without the prior
      written consent of the CONSULTANT. Any assignment or delegation in
      violation of the provisions hereof shall be void and of no effect.

13.   Entire Agreement; Modification; Binding Effect. This Agreement constitutes
      the entire agreement between the CONSULTANT and 110 and supersedes all
      prior understandings and agreements concerning the subject matter hereof.
      This Agreement (including this provision against oral modification) may
      not be changed or terminated, and no provision hereof may be waived
      orally. No modification, waiver or termination hereof shall be binding
      upon either party unless in writing and signed by or on behalf of the
      party against which the modification, waiver or termination is asserted.
      This Agreement shall be binding upon and shall enure to the benefit of the
      CONSULTANT and 110, their successors and permitted assigns.

14.   Notices. Any notice or other communication required or permitted hereunder
      shall be sufficiently given if delivered personally, or, if sent by
      registered or certified mail, postage pre-paid, return receipt requested,
      addressed to the party intended to receive such notice at the address set
      forth above, or such other address as such party may indicate in the
      manner provided for notices herein. Any notice or communication shall be
      deemed to have been given upon the date personally delivered or, if
      mailed, the earlier of the date it is received and three (3) days after
      the date so mailed.


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15.   Governing Law. This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date above
written.

                                           110 Media Group, Inc.


                                           By: /s/ Raymond Barton
                                               -----------------------
                                           Name:     Raymond Barton
                                           Position: C.E.O.




                                           CIOFFI BUSINESS MANAGEMENT SERVICES

                                           By: /s/ Darren J. Cioffi
                                               -----------------------
                                           Name:      Darren J. Cioffi
                                           Position:  President


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                                   APPENDIX A

App. 1 :  The Base Fee for the Term of the Agreement shall be $ 30,000, payable
          in equal installments of during regular payroll cycle of 110.

App. 2 :  In addition to the Base Fee the CONSULTANT shall be paid such
          additional compensation as shall be determined from time to time by
          the Board of Directors of 110 and approved by the Board of Directors
          of 110.

App.3 :   In determining the amount of the additional compensation The Board of
          Directors will take into consideration the attainment of specific
          criteria as agreed with the CONSULTANT from time to time.

App.4 :   The CONSULTANT shall provide services to 110 which shall include, but
          not be restricted to, those functions commonly associated with the
          role of Chief Financial Officer.

App.5 :   Stock Options. Consultant shall be entitled to participate in the 110
          Media Group, Inc. 2004 Equity Incentive Plan.

App 6 :   Severance and Other Payments.

      a.    If Consultant's agreement pursuant to this Agreement is terminated
            for "cause" (as herein defined), the Company shall not be obligated
            to pay or provide any severance compensation or benefits to
            Consultant.

      b.    If Consultant's agreement with the Company is terminated under
            Paragraph 8.2 of this Agreement or the Company elects not to
            continue the Agreement under Paragraph 7 above, the Company agrees
            to pay to Consultant an amount equal to twenty-five percent (25%) of
            Consultant's then current annual base compensation (or, if this
            Agreement has expired, an amount equal to twenty-five percent (25%)
            of Consultant's annual base compensation on the last effective day
            of this Agreement's term). ("Severance Payment"). Such Severance
            Payment shall only be owed to Consultant and paid by the Company
            following the execution of a mutually agreeable severance agreement
            by Consultant and the Company that shall be written within 15 days
            of the date of Consultant's termination. In addition to the
            foregoing Severance Payment.

App 7:    Travel, Entertainment, and Living Expenses. Consultant is authorized
          to Incur reasonable travel, entertainment, and cell phone business
          expenses on behalf of the Company. These expenses shall be reimbursed
          by the Company.

App 8:    Consultant under this Agreement, the Company shall issue to Consultant
          (or its designees) 100,000 shares ("Shares") of S-8 free trading
          common stock, par value $0.01 per share ("Common Stock"). Issued upon
          the signing of this agreement.


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