Exhibit 10.38

                              CONSULTING AGREEMENT


         AGREEMENT (the "Agreement") made and entered into as of August 1, 2000,
between  BREAKING WAVES,  INC., a New York  corporation with offices at 112 West
34th Street,  New York, New York 10120 ("BWI" or the "Company"),  and LARRY NASH
INC., a New York  corporation  with offices at 500A East 87th Street,  New York,
New York 10128 ("Consultant").

                              W I T N E S S E T H :

         WHEREAS,  BWI  wishes to retain  Consultant  and  Consultant  wishes to
accept such offer, subject to the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  the parties hereto,  in consideration of the premises
and  mutual  promises   contained   herein  and  for  other  good  and  valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
agree as follows:


1.       SERVICES.

         During  Consultant's  relationship  with BWI (the  "Term"),  Consultant
shall  provide  the  services  of at  least  one of  its  employees  to  provide
consulting  services  in  connection  with,  and be in charge  of sales of,  the
Company's  Gottex and Caral Cove lines,  and shall perform such further services
as shall,  from time to time, be  reasonably  delegated or assigned to it by the
Company's Board of Directors or President. In providing its services, Consultant
shall report to the President of the Company.  The individual  provided shall at
all times be satisfactory to the Company in its sole and subjective discretion.

2.       MANNER OF PERFORMANCE.

         During the Term,  Consultant  shall devote its best efforts,  skill and
ability in the performance of its services hereunder.  Consultant shall cause at
least one employee to be based at the Company's New York office. The employee so
based  shall  be  satisfactory  to BWI in its sole  and  subjective  discretion.
Consultant and its employee shall provide services  hereunder in a competent and
professional  manner,  shall work with other employees and/or consultants of BWI
and its  affiliates  and  generally  promote the best  interests  of BWI and its
clients.  Consultant shall not, nor shall its employees, in any capacity, engage
in any  activity  which is, or may be,  contrary  to the  welfare,  interest  or
benefit of the business now or hereafter conducted by BWI.


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3.       COMPENSATION.

         3.1 FEES.  In  consideration  of the  services  provided by  Consultant
hereunder, the Company shall pay to Consultant in August of each year during the
Term,  and  Consultant  agrees  to accept  from the  Company  for its  services,
consulting fees (the "Fees") consisting of commissions calculated as follows:

                  3.1.1 Consultant shall be entitled to a commission equal to 5%
of the Net Sales (as  hereafter  defined) on all orders  procured and written by
Consultant,  without the involvement of any sales personnel of the Company,  for
which  the  Markup  (as  hereafter  defined)  is  greater  than or equal to 40%.
Consultant  shall be entitled to a commission  equal to 2.5% of the Net Sales on
all orders  procured and written by Consultant,  without the  involvement of any
sales personnel of the Company, for which the Markup is less than 40%.

                  3.1.2  Consultant shall be entitled to an override equal to 3%
of the Net Sales on all orders for the Caral Cove,  Gottex  Girls,  and Breaking
Waves lines,  procured and written by the sales personnel brought to the Company
by Consultant but employed by the Company,  for which the Markup is greater than
or equal to 40%.  Consultant  shall be entitled to an override  equal to 1.5% of
the Net Sales on all orders for the Caral Cove, Gottex Girls, and Breaking Waves
lines,  procured by the sales personnel brought to the Company by Consultant and
employed by the Company, for which the Markup is less than 40%.

                  3.1.3 With  respect to any order,  "Net Sales"  shall mean the
total dollar amount  actually paid to the Company for such order,  giving effect
to (i) any refunds,  discounts,  credits,  chargebacks,  and allowances actually
made or  allowed  to the  customer,  and  (ii)  customary  trade  discounts  and
anticipations  afforded to and actually taken by the customer,  less any freight
charged to the customer.  With respect to any order, the "Markup" shall mean the
percentage   resulting  from  dividing  (A)  the  difference   between  (i)  the
consideration paid of payable by the Company for the manufacture and/or purchase
of the merchandise subject to the order, including without limitation any direct
and indirect  costs and expenses such as shipping,  freight,  and insurance (the
"Net Cost"), and (ii) the Net Sales, by (B) the Net Cost.

         3.2 WEEKLY DRAWS.  During the Term,  Consultant  shall be entitled to a
weekly draw against the  commissions  payable  under  Section 3.1 above equal to
$1,500.  The  Company  may,  from  time to time  and in its  sole  and  absolute
discretion, allow Consultant to draw more than $1,500 net per week.

         3.3  COMMISSION  STATEMENTS.  No later than the 20th day of each month,
the Company  shall  provide to  Consultant a statement  setting forth the orders
during the preceding  calendar month for which Consultant shall be entitled to a
commission  hereunder,  the Net Cost and Net Sales with  respect to such orders,
the amount of the commission  payable to Consultant  hereunder  pursuant to this
Section 3, and any draws made against such commission.  The statement  delivered
by the Company to  Consultant  in August of each year (the  "August  Statement")
shall contain a summary of all statements delivered in the preceding twelve (12)
months to  Consultant  pursuant  to this  Section  3.3.  If the Fees  payable to
Consultant  for the twelve  (12) month  period  preceding  the August  Statement
exceeds  the gross  aggregate  amount of draws made by  Consultant  during  such
period  pursuant to Section 3.2 above,  the Company shall pay to Consultant  the
difference  between the gross  aggregate  amount of draws by Consultant  and the
Fees payable to Consultant hereunder during such period.
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         3.4  ACCESS  TO COST  SHEETS.  Consultant  shall  have  the  right,  by
providing  the Company with not less than five (5) business  days' prior written
notice  thereof,  to review the cost sheets of the Company  with  respect to the
merchandise sold by, or which sale was procured by, Consultant.

4.       REIMBURSEMENT OF EXPENSES; INSURANCE.

         4.1 BWI shall pay directly, or reimburse Consultant for, all reasonable
and necessary expenses and disbursements incurred by it or its employees for and
on  behalf of BWI in the  performance  of its  services  under  this  Agreement,
provided  that such  expenses and  disbursements  are approved in writing by the
Company prior to their incurrence.

         4.2 In order to induce Consultant to provide the services of Larry Nash
to the Company,  the Company agrees to reimburse Consultant for any sums paid by
it to Mr. Nash or for Mr. Nash's  benefit to obtain medical  insurance  coverage
for Mr. Nash but in no event shall such sum exceed $283.79 per month.


5.       REPRESENTATIONS BY CONSULTANT:

         5.1.     Consultant,  in order to induce the Company to enter into this
Agreement, does hereby warrant and represent as follows:

                  5.1.1.   That it is a  corporation  duly organized and validly
existing under the laws of the State of New York.

                  5.1.2.  That it is and  will  continue  to be  engaged  in the
business as a sales  consultant  and maintains its own offices at 500A East 87th
Street, New York, New York 10128,  maintains adequate insurance coverage for its
employees as required from time to time including, but not limited to, Workmen's
Compensation.

                  5.1.3.  That is  complies  with and will  comply in the future
with all relevant tax reporting and filing  requirements of any taxing authority
having jurisdiction over the Consultant.

                  5.1.4.  That Larry Nash is a senior employee of Consultant and
that Consultant will make his services  available to the Company at all relevant
times during the term of this Agreement.
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         5.2.    Consultant acknowledges that breach of any one of the aforesaid
warranties shall be deemed cause for the Company to terminate this Agreement.

6.       NON-DISCLOSURE.

         6.1      Nondisclosure.

                  6.1.1 Definitions. Consultant recognizes and acknowledges that
it and its employees  shall have access to certain  information of BWI or any of
its affiliates which is either proprietary, non-public or proprietary in nature,
such as  operational  policies,  pricing and cost  policies  that are  valuable,
special and unique  assets of BWI and its  affiliates,  and/or their  respective
businesses (the "Confidential Information").  Confidential Information shall not
include any information:

                           6.1.1.1     which   becomes  known  to   the   public
generally through no fault of Consultant,

                           6.1.1.2     as to which disclosure is required by law
or  the  order  of any governmental authority under color of law; provided, that
prior  to  disclosing  any information pursuant to this clause, Consultant shall
give prior written notice thereof to BWI and provide BWI with the opportunity to
contest such disclosure, or

                           6.1.1.3     as  to   which   the   disclosing   party
reasonably  believes  that  such disclosure  is  required in connection with the
defense of a lawsuit against the disclosing party.

                  6.1.2    Covenant  to  Maintain  Confidentiality.   Consultant
agrees  and  shall  cause  its  employees  to  agree  that it shall not disclose
Confidential Information to any person, firm, corporation, association or  other
entity for any purpose or reason whatsoever, except

                           6.1.2.1     to authorized representatives of BWI,

                           6.1.2.2     during the Term, such  information may be
disclosed by Consultant as is required in the course of  providing  services  to
BWI hereunder, and

                           6.1.2.3 to counsel and other advisers,  provided that
such advisers (other than counsel) agree to the  confidentiality  provisions  of
this Section 6.

         6.2 Injunctive Relief; Damages.  Because of the difficulty of measuring
economic  losses to BWI as a result of a breach of the  foregoing  covenants  in
this Section 6, and because of the immediate and  irreparable  damage that could
be caused to BWI for which it would have no other adequate  remedy,  the Company
shall be entitled, in addition to any other right and remedy available to it, to
an injunction restraining such breach or a threatened breach, and in either case
no bond or other  security  shall  be  required  in  connection  therewith,  and
Consultant hereby consents to the issuance of such injunction. Consultant agrees
that the  provisions of this Section 6 are  necessary and  reasonable to protect
the Company in the conduct of its business. Nothing herein shall be construed as
prohibiting  BWI from  pursuing  any other  available  remedy for such breach or
threatened breach, including the recovery of damages.
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         6.3  Severability;  Reformation.  The  covenants  in this Section 6 are
severable and separate,  and the unenforceability of any specific covenant shall
not affect the  provisions  of any other  covenant.  Moreover,  in the event any
court  of  competent  jurisdiction  shall  determine  that  the  scope,  time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such  restrictions  be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

         6.4 Independent Covenant.  All of the covenants in this Section 6 shall
be  construed  as an  agreement  independent  of any  other  provision  in  this
Agreement,  and the  existence  of any claim or cause of  action  by  Consultant
against  BWI  (including  the  subsidiaries  and  affiliates  thereof),  whether
predicated on this Agreement or otherwise, and shall not constitute a defense to
the  enforcement  by BWI of such  covenants.  The  covenants  contained  in this
Section 6 shall not be affected by any breach of any other  provision  hereof by
any party hereto.

         6.5      Survival.  The  obligations of the parties under this  Section
6 shall survive the termination of this Agreement.

         6.6.     Agreement of Consultant's  Employees.  Consultant  agrees that
it will cause any of its employees at  any  time  rendering  services or who are
proposed to render services on its behalf to the Company to agree to  the  terms
and conditions of this Section 6 and agree to be bound thereby.

7.       ASSIGNMENT.

         This  Agreement  may not be sold,  transferred,  assigned,  pledged  or
hypothecated  by  Consultant,  without the express prior written  consent of the
Company,  or except as otherwise set forth herein. This Agreement shall inure to
the  benefit  of and be  binding  upon  BWI and  Consultant,  and  each of their
permitted  heirs,  successors and assigns,  including  without  limitation,  any
corporation  or other  entity into which BWI is merged or which  acquires all or
substantially all of the assets of BWI.

8.       NOTICES.

         Any notice required or permitted to be given pursuant to this Agreement
shall be deemed  given  (i) upon  receipt  by  personal  delivery,  (ii) one (1)
business day after delivered by a nationally  recognized  overnight courier,  or
(iii) three (3)  business  days after such notice is mailed by  certified  mail,
return receipt  requested,  addressed to the parties at each of their  addresses
set forth at the beginning of this  Agreement,  or at such other address as such
party  shall  designate  by  written  notice to the other  party.  Copies of all
notices shall also be provided to Todtman,  Nachamie,  Spizz & Johns,  P.C., 425
Park Avenue, New York, New York 10022, Attn: Barton Nachamie, Esq.
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9.       GOVERNING LAW.

         This  Agreement  shall be governed  by, and  construed  and enforced in
accordance  with,  the laws of the  state of New  York,  without  regard  to its
conflict-of-laws  rules.  Any  controversy  arising  out of or  relating to this
Agreement or any  modification  or extension  thereof,  including  any claim for
rescission,  shall be settled by arbitration  before a single  arbitrator in New
York  City,  in  accordance  with  the  rules  then  obtaining  of the  American
Arbitration  Association.  Such  decision  shall be final and  binding  upon the
parties hereto, and shall be enforceable by any court of competent jurisdiction.

10.      WAIVER.

         Waiver by either party of a breach of any  provision of this  Agreement
by the other shall not  operate or be  construed  as a waiver of any  subsequent
breach by such  other  party.  The  failure of either  party  hereto to take any
action by reason of such  breach  shall not  deprive  such party of the right to
take action at any time while such breach continues.

11.      INVALIDITY AND SEVERABILITY.

         If any provisions of this  Agreement are held invalid or  unenforceable
by a court of competent jurisdiction,  such invalidity or unenforceability shall
not affect the other  provisions  of this  Agreement,  and, to that extent,  the
provisions of this Agreement are intended to be and shall be deemed severable.

12.      NO JOINT VENTURE; ENTIRE AGREEMENT; AMENDMENT.

         Nothing  in  this   Agreement   shall  be   construed  as  creating  or
establishing  a  joint  venture,   partnership  or  franchise.   This  Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and there are no representations, warranties or commitments except
as  set  forth  herein.   This   Agreement   supersedes   any  other  prior  and
contemporaneous  agreements,   understandings,   negotiations  and  discussions,
whether  written or oral,  of the parties  hereto  relating to the  transactions
contemplated by this Agreement.  This Agreement may be amended only in a writing
executed by the parties hereto affected by such amendment.
<PAGE>
13. TERM.  This  Agreement  shall  continue to August 5, 2001 and shall continue
from year to year  thereafter  unless  cancelled  by either party on thirty (30)
days  prior  written  notice.   Anything   herein   contained  to  the  contrary
notwithstanding  either  party with or without  cause may at any time  terminate
this Agreement upon thirty (30) days prior written notice.


         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the day and year first above written.




BREAKING WAVES, INC.                                         LARRY NASH INC.


By: /s/ Michael Friedland                                   By: /s/ Larry Nash
        Michael Friedland, Secretary                                Larry Nash
                                                                    President



         The  undersigned  employees of  Consultant  having been  designated  by
Consultant to render  services to the Company hereby agree to be bound to all of
the terms, covenants and conditions of Section 6 hereof.


Date:  August 1, 2000                                /s/ Larry Nash
                                                         Larry Nash