CONSULTANT Investments LLP
                                 10 School Lane
                               Scarsdale, NY 10583

                                                                January 31, 2005

Jose Araque and Bondholders
Telediscount Communications, Inc.
2112 Bergenline Ave
Union City, NJ 07087

Dear Shareholders:

This letter confirms the terms upon which Telediscount Communications, Inc., a
New York Corporation (the "Company") engages Eduardo Cabrera (the "Consultant")
to act as a consultant in connection with taking the Company "public" through a
reverse merger or any other means and giving the Company access to at least $5
million in capital.

1.    Scope of engagement.

The Company hereby engages Consultant as its exclusive agent in the placement of
securities of the Company or any of its affiliates in one or more related
transactions to one or more investors in the form of equity, debt, or
convertible instruments, equity line, or any other securities and instrument.

2.    Offering Process.

In connection with the engagement:

      o     Consultant will familiarize itself to the extent it deems
            appropriate with the business, operations, financial condition and
            prospects of the Company;

      o     The Company, with Consultant's assistance, will prepare a
            Confidential Offering Memorandum (the "Confidential Memorandum")
            which will contain a description of the Company, their businesses,
            assets, prospects and management; the terms and conditions of the
            Private Placements and of the securities offered; and certain
            financial information. If necessary, the Company will update the
            Confidential Memorandum prior to completion of the Private
            Placements;

      o     CONSULTANT will identify possible investors, which might have an
            interest in receiving the Confidential Memorandum and evaluating
            participation in the reverse merger and in the raising of capital.

      o     CONSULTANT will contact one or more of such possible investors and
            distribute the Confidential Memorandum;

      o     CONSULTANT will assist the Company in evaluating proposals received
            from possible investors;

      o     CONSULTANT will assist the Company and its counsel in negotiations
            relating to raising capital; and

<PAGE>

3.    Company Responsibilities, Representations and Warranties.

            In connection with the reverse merger and fund raising:

      o     The Company agrees to cooperate with CONSULTANT and will furnish to
            CONSULTANT all information and data concerning the Company (the
            "Information") which CONSULTANT reasonably deems appropriate for
            purposes of the Confidential Memorandum, and will provide CONSULTANT
            access to its officers, directors, employees and advisors.

      o     The Company represents and warrants to CONSULTANT that all
            Information included or incorporated by reference in the
            Confidential Memorandum or otherwise made available to CONSULTANT by
            the Company to be communicated to possible investors in connection
            with the Private Placement: (a) will be complete and correct and
            does not and will not knowingly contain any untrue statement of a
            material fact or omit to state a material fact necessary in order to
            make the statements made, in light of the circumstances under which
            they were made, not misleading; and (b) any projected financial
            information or other forward-looking information which the Company
            provides to CONSULTANT will be made by the Company in good faith,
            based on management's best estimates at the time and based on facts
            and assumptions which the Company believes are reasonable;

      o     The Company agrees to promptly notify CONSULTANT if the Company
            believes that any Information that was previously provided to
            CONSULTANT has become materially misleading; and

      o     The Company acknowledges and agrees that, in rendering its services
            hereunder, CONSULTANT will be using and relying on the Information
            (and information available from public sources and other sources
            deemed reliable by CONSULTANT) without independent investigation or
            verification thereof or independent appraisal or evaluation of the
            Company or its business or assets, or any other party to the
            transaction. CONSULTANT does not assume responsibility for the
            accuracy or completeness of the Information, the Confidential
            Memorandum or any other information regarding the Company. The
            references in this Section to the Company will, when appropriate, be
            deemed also to include its subsidiaries or other affiliates.

      o     Any advice rendered by CONSULTANT during the Private Placement
            process are intended solely for the benefit and confidential use of
            the Board of Directors and will not be reproduced, summarized,
            described or referred to or given to any other person for any
            purpose without CONSULTANT's prior written consent.

      o     The Company represents to CONSULTANT that the Company will not
            unreasonably withhold approval, reject the transaction or reduce the
            amount of funding.

4.    Fees.

      a.    Placement Fee. Upon the consummation of taking the Company "public"
            and finding the Company a total of $5 million in capital which can
            be in part and finalized with the deposit of at least $5 million or
            the signing of documents providing a line of credit in any form of
            debt or equity financing to at least $5 million in capital, the
            Company will pay CONSULTANT a fee (the "Consulting Fee") equal to
            10.0% of the total shares outstanding, on a fully diluted basis, as
            of the date of the later of the two events: (1) the Company starts
            trading on the Over-The-Counter Bulletin Board, NASDAQ Small Cap
            Market or Pink Sheets, or (2) the deposit of at least $5 million in
            capital from a secondary offering or, (3) the signing of documents
            for access, via a line of credit, to at least $5 million in capital.
            This date will be called "Transaction Date".

<PAGE>

      b.    Registration. The Company should register the shares with the SEC
            within one year of the Transaction Date or at the time that the
            current shareholders of the Company register their shares, whichever
            is earliest. All costs of such registration will be incurred by the
            Company.

5.    Expenses. The Company will reimburse CONSULTANT for all out-of-pocket
      expenses including fees and expenses for counsel reasonably incurred by it
      in connection with its engagement hereunder, whether or not the
      transaction is consummated, up to US$1,000. It will be the obligation of
      the Company to create any legal documentation relating to the contemplated
      financing, which will be subject to review by CONSULTANT counsel. Any
      Expenses in excess of US$200.00 will be submitted to the Company for
      pre-approval, which shall not be unreasonable withheld. Such reimbursement
      will be payable promptly upon submission by CONSULTANT of statements to
      the Company.

6.    Indemnification. The Company will indemnity CONSULTANT of any liabilities
      related to this engagement, providing among other things for the
      indemnification of CONSULTANT by the Company in connection with Losses and
      Expenses in connection with CONSULTANT's engagement hereunder. The Company
      will cover all legal expenses incurred by CONSULTANT in protecting itself
      from legal challenges related to this engagement.

7.    Termination. CONSULTANT's engagement hereunder may be terminated by either
      the Company or CONSULTANT at any time, with or without cause, upon written
      notice to the other party; provided, however, that (a) no such termination
      will affect CONSULTANT's right to expense reimbursement under Section 5,
      the payment of any accrued and unpaid fees pursuant to Section 4 or the
      indemnification contemplated by Section 6 and (b) if the Company, directly
      or indirectly, consummates an issuance of its securities within twelve
      months following such termination with a CONSULTANT-Identified Party, then
      CONSULTANT will be entitled to the full amount of the fees and warrants
      contemplated by Sections 4.a. and 4.b.

8.    Governing Law; Jurisdiction; Waiver of Jury Trial. This letter agreement
      will be governed by the laws of the State of New York. The Company and
      CONSULTANT irrevocably submit to the jurisdiction of any court of the
      State of New York for the purpose of any suit, action or other proceeding
      arising out of this letter agreement or the Indemnity Agreement, or any of
      the agreements or transactions contemplated hereby, which is brought by or
      against the Company. Each of the Company (and, to the extent permitted by
      law, on behalf of the Company's equity holders and creditors) and
      CONSULTANT hereby knowingly, voluntarily and irrevocably waives any right
      it may have to a trial by jury in respect of any claim based upon, arising
      out of or in connection with the Indemnity Agreement, this letter
      agreement and the transactions contemplated hereby.

9.    No Rights in Equityholders, Creditors. This letter agreement does not
      create, and will not be construed as creating, rights enforceable by any
      person or entity not a party hereto, except those entitled thereto by
      virtue of the Indemnity Agreement. The Company acknowledges and agrees
      that (a) CONSULTANT will act as an independent contractor and is being
      retained solely to assist the Company in its efforts to effect a Private
      Placement and that, CONSULTANT is not being retained to advise the Company
      on, or to express any opinion as to, the wisdom, desirability or prudence
      of consummating the Private Placements, (b) CONSULTANT is not and will not
      be construed as a fiduciary of the Company or any affiliate thereof and
      will have no duties or liabilities to the equityholders or creditors of
      the Company, any affiliate of the Company or any other person by virtue of
      this letter agreement and the retention of CONSULTANT hereunder, all of
      which duties and liabilities are hereby expressly waived and (c) nothing
      contained herein shall be construed to obligate CONSULTANT to purchase, as
      principal, any of the securities offered by the Company in the Private
      Placements. Neither equity holders nor creditors of the Company are
      intended beneficial to CONSULTANT hereunder. The Company confirms that it
      will rely on its own counsel, accountants and other similar expert
      advisors for legal, accounting, tax and other similar advice.

10.   Representations and Warranties of CONSULTANT. CONSULTANT hereby
      represents, warrants, covenants and acknowledges to CONSULTANT as follows:

<PAGE>

      a.    CONSULTANT has the authority to execute, deliver and perform its
            obligations under this Agreement.

      b.    This Agreement has been duly authorized by all necessary corporate
            action.

      c.    This Agreement has been duly executed and delivered is the legal,
            valid and binding obligation of CONSULTANT enforceable against it in
            accordance with its terms.

      d.    CONSULTANT will acquire the Shares solely for investment purposes
            for its own account, and not with a view to the distribution thereof
            or any interest therein.

      e.    CONSULTANT is able to bear the economic risk of the investment in
            the Shares and is aware of the limited ability to sell, transfer or
            otherwise dispose of them.

      f.    CONSULTANT has such knowledge and experience in financial and
            business matters and to enable it to evaluate the merits and risks
            of the purchase of the Shares.

      g.    CONSULTANT understands that:

                  i.    CONSULTANT must bear the investment risk in the Shares
                        since they have not been registered under the Act or any
                        other applicable federal or state statute and they
                        cannot be transferred, sold or otherwise disposed of
                        unless registered under the Act or pursuant to an
                        exemption therefrom;

                  ii.   The Shares have not been registered under the Act or any
                        state securities laws.

                  iii.  a legend to the effect of the following will be placed
                        on the certificates evidencing the Shares:

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES
            LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
            SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE
            OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
            SUCH APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES,
            OR AN OPINION OF THE REGISTERED HOLDER'S COUNSEL REASONABLY
            ACCEPTABLE TO THE ISSUER'S COUNSEL TO THE EFFECT THAT SUCH
            REGISTRATION IS NOT REQUIRED.

                  iv.   Telediscount will issue "stop-transfer" instructions to
                        its transfer agent or make a similar notation on its
                        records with respect to the Shares that CONSULTANT may
                        receive pursuant to this Agreement.

<PAGE>

                  v.    CONSULTANT is aware that Rule 144 under the Act, as such
                        rule is presently written and as herein relevant,
                        permits public sales of restricted securities such as
                        the Shares only if a minimum of one year, as calculated
                        in accordance with the provisions of such Rule, has
                        elapsed between the later of the date of the acquisition
                        of such securities from the issuer, and with respect to
                        any resale of such securities in reliance on Rule 144
                        for the account of either CONSULTANT or any subsequent
                        holder of such securities, such one year period to begin
                        at the time that such securities are fully paid as
                        contemplated in such Rule, and only upon satisfaction of
                        the other conditions to the availability of such Rule.
                        If such Rule is available to CONSULTANT, CONSULTANT may
                        make only routine sales of such securities in limited
                        amounts in accordance with the terms and conditions of
                        such Rule.

      h.    CONSULTANT understands that TELEDISCOUNT is the only person which
            may register the Shares under the Act and that except as otherwise
            expressly set forth herein TELEDISCOUNT has no intention or
            obligation to do so.

      i.    CONSULTANT has had the opportunity to discuss the business,
            management and financial condition of TELEDISCOUNT with the
            management of TELEDISCOUNT and has had the opportunity to ask
            questions of the management of TELEDISCOUNT. TELEDISCOUNT has made
            available to CONSULTANT all documents and information CONSULTANT has
            requested in order for CONSULTANT to evaluate the merits and risks
            of an investment in the Shares.

11.   Representations and Warranties of TELEDISCOUNT. TELEDISCOUNT hereby
      represents, warrants, covenants and acknowledges to CONSULTANT as follows:

      i.    The Shares, when issued to CONSULTANT pursuant to the terms hereof,
            will be duly authorized, validly issued, fully paid and
            non-assessable.

      ii.   TELEDISCOUNT has the corporate power and authority to execute,
            deliver and perform its obligations under this Agreement.

      iii.  This Agreement and the Warrants has been duly authorized by all
            necessary corporate action.

      iv.   This Agreement has been duly executed and delivered and is and the
            Warrants will be the legal, valid and binding obligation of
            TELEDISCOUNT enforceable against it in accordance with the
            respective terms.

<PAGE>

12.   Registration. TELEDISCOUNT hereby agrees to include the Shares in any
      Registration Statement filed by TELEDISCOUNT under the Act, other than a
      Registration Statement on Form S-8 or successor form thereto, which upon
      the effectiveness thereof will permit CONSULTANT to publicly offer and
      sell the Shares.

      1.    Survival. All of the representations, warranties and agreements of
            the parties hereto shall survive the performance of the obligations
            of the parties.

      2.    Public Disclosure. Any reference to CONSULTANT or any advice,
            information or other matter pertaining to the Services shall not be
            publicly disclosed or made available to any third parties without
            the prior written consent of CONSULTANT, unless such disclosure is
            required by law.

13.   Indemnification.

      a.    TELEDISCOUNT hereby agrees to indemnify, defend and hold harmless
            CONSULTANT or any of its affiliates (collectively, the "Consultant
            Indemnified Parties"), to the full extent lawful, from and against
            any and all demands, claims, actions or causes of action,
            assessments, losses, damages, liabilities, costs and expenses,
            including, without limitation, interest, penalties and attorneys'
            fees and expenses asserted against, imposed upon or incurred by
            CONSULTANT Indemnified Parties resulting from or by reason of a
            breach of any representation, warranty or covenant contained herein
            or as a result of any action improperly taken or omitted to be taken
            as required hereby by TELEDISCOUNT, its agents or employees.

      b.    CONSULTANT hereby agrees to indemnify, defend and hold harmless
            TELEDISCOUNT, subsidiaries, directors, officers, partners, agents
            and employees and each other person, if any, controlling or any of
            its affiliates (collectively "Indemnified Parties") to the full
            extent lawful, from and against any and all demands, claims, actions
            or causes of action, assessments, losses, damages, liabilities,
            costs and expenses, including, without limitation, interest,
            penalties and attorneys' fees and expenses asserted against, imposed
            upon or incurred TELEDISCOUNT resulting from or by reason of a
            breach of any representation, warranty or covenant contained herein
            or as a result of any action improperly taken or omitted to be taken
            as required hereby by CONSULTANT, its agents or employees.

      c.    No party shall be liable to indemnify any other party to the extent
            that demands, claims, actions or causes of action, assessments,
            losses, damages, liabilities, costs or expenses resulted from bad
            faith, gross negligence or reckless disregard of duty.

      d.    The rights of indemnification as set forth in this Paragraph shall
            be in addition to any rights that CONSULTANT Indemnified Parties or
            TELEDISCOUNT Indemnified Parties or any other person entitled to
            indemnification may have in law or otherwise, including but not
            limited to, any right to contribution.

      e.    Any party seeking indemnification ("Indemnitee") shall notify the
            other party ("Indemnitor") of any claim against Indemnitee within 15
            days after it has notice of such claim, but failure to notify
            Indemnitor shall in no case prejudice the rights of Indemnitee under
            this Agreement unless Indemnitor shall be prejudiced by such failure
            and then only to the extent of such prejudice. Should Indemnitor
            fail to discharge or undertake to defend Indemnitee against such
            liability (with counsel reasonably approved by Indemnitee), within
            10 days after Indemnitee gives Indemnitor written notice of the
            same, then Indemnitee may settle such claim, and Indemnitor's
            liability to Indemnitee shall be conclusively established by such
            settlement, the amount of such liability to include both the
            settlement consideration and the reasonable costs and expenses,
            including attorney's fees, incurred by Indemnitee in effecting such
            settlement. Indemnitee shall have the right to employ its own
            counsel in any such case, but the fees and expenses of such counsel
            shall be at the expense of Indemnitee unless: (a) the employment of
            such counsel and the fees payable thereto shall have been authorized
            in writing by Indemnitor in connection with the defense of such
            action, (b) Indemnitor shall not have employed counsel to direct the
            defense of such action, or (c) Indemnitee shall have reasonably
            concluded that there may be defenses available to it which are
            different from or additional to those available to Indemnitor which
            results in a conflict of interest (in which case Indemnitor shall
            not have the right to direct the defense of such action or of
            Indemnitee), in any of which events such fees and expenses shall be
            borne by Indemnitor.

<PAGE>

14.   Status of Consultant. CONSULTANT shall be deemed to be an independent
      contractor. CONSULTANT shall have no authority to, and shall not, bind
      TELEDISCOUNT to any agreement or obligation with a third party. Nothing in
      this Agreement shall be construed to constitute the parties hereto as
      partners or joint venture with each other.

15.   Other. This letter agreement may not be modified or amended except in
      writing executed in counterparts, each of which will be deemed an original
      and all of which will constitute one and the same instrument. Parties
      signing below unequivocally state that they have authority to represent
      the Company and CONSULTANT and can legal bind the Company and CONSULTANT
      to the terms ad obligations of this agreement.

If the foregoing correctly sets forth our agreement, please so indicate by
signing below and returning an executed copy to the CONSULTANT Investments,
Attention: Consultant. We look forward to working with you.

ACCEPTED AND AGREED AS OF:
THE DATE FIRST ABOVE WRITTEN


By:
    --------------------------------------------------
Name: Jose Araque
Title: Chief Executive Officer
Company: Telediscount Communications, Inc.


By:
    --------------------------------------------------
Name:
Title: Bondholder of Telediscount Communications, Inc.

                                                    Very truly yours,

                                                    CONSULTANT Investments, Inc.


                                                    By:
                                                        ------------------------
                                                    Name: Eduardo Cabrera
                                                    Title: Consultant