Exhibit 10.1


                              CONSULTING AGREEMENT

         THIS  AGREEMENT,  made  as of the 1st day of  September,  2001,  by and
between PEERLESS CONSULTANTS, INC., a Florida corporation located at 1517 E. 7th
Avenue, Suite F, Tampa, Florida 33605 (hereinafter  referred to as "Consultant")
and CONUS HOLDINGS,  INC., a business located at 1517 East Seventh Avenue, Suite
C, Tampa, Florida 33605 (hereinafter referred to as the "Company").

         WHEREAS,  the Company  desires to obtain the benefit of the services of
Consultant   as  a  consultant  in   connection   with  mergers,   acquisitions,
transactions  relating to the NASD,  to NASDAQ  qualification  and/or  reporting
requirements with the Securities and Exchange Commission,  and transactions of a
similarly related nature; and

         WHEREAS, Consultant desires to render such services to the Company.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained and the acts herein described, it is agreed between the parties
as follows:

         1. Term of Agreement. The Company hereby engages and retains Consultant
and Consultant hereby agrees to render consulting  services to the Company for a
period of six months  commencing on September 1, 2001 and ending on February 28,
2002.

         2.  Services to be Rendered.  The services to be rendered by Consultant
shall consist of business advice concerning opinions desired by the Company from
Consultant  on matters in  connection  with the operation of the business of the
Company and as further  outlined in the attached  Exhibit "A".  Consultant shall
have the sole  discretion as to the form,  manner and place in which said advice
shall be  given,  and  shall at no time be under any  obligation  whatsoever  to
render a written  opinion or report in connection with any advice it may give to
the Company  concerning  any matters of the Company with regard to its business.
An oral opinion by  Consultant  to the Company  shall be  considered  sufficient
compliance with the  requirements of this paragraph.  At the Company's  request,
Consultant shall also seek out, meet with and negotiate with companies and other
entities to be  considered  for mergers with,  or  acquisition  by, the Company.
Consultant,  when  reasonably  requested by the Company,  shall devote only such
time as Consultant may deem  necessary to the matters of the Company,  and shall
not by this agreement be prevented or barred from rendering services of the same
or similar nature, as herein described, or services of any nature whatsoever for
or on behalf of persons, firms or corporations other than the Company.

         3.  Consideration.  As  consideration  for  the  Consultant's  services
hereunder,  Consultant shall receive a fee of $7,500 per month. Monthly fees are
payable  in  advance  on the  first of each  month.  All  expenses  incurred  by
Consultant on behalf of the Company will be reimbursed  promptly upon receipt of
documentation,  although  Consultant  agrees  that all travel and  entertainment
expenses must be pre-approved by the Company.

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         4.  Consideration  for Other  Services.  In  addition  to the  payments
provided by paragraphs three and four above, on all  acquisitions,  mergers,  or
other similar business  combinations  that the Company may consummate during the
term  of  this  Agreement,  which  were  introduced  or  initiated  directly  or
indirectly  by Consultant  or for which the Company  requested the  Consultant's
assistance  or  participation,  the  Company  shall  pay  Consultant  an  amount
negotiated  between  the  Company and the  Consultants  prior to the  Consultant
performing  any such work.  Such  payment will take into account the form of the
transaction and the types of consideration being conveyed.

         5.  Consideration  for Other Services after  Termination.  In the event
that  Consultant  has  introduced or initiated an  acquisition,  merger or other
business  combination  during the effective  period of this  Agreement or in the
event  that  the  Company  has  requested  the  Consultant  to  assist  with  or
participate in an acquisition,  merger or other business  combination during the
effective  period of this  Agreement,  and a closing  shall take place after the
termination of this Agreement,  payment shall be made to Consultant on the basis
set forth in  paragraph  5  hereof,  with the same  force and  effect as if this
Agreement had not in effect been terminated.

         6.  Exclusions.   This  Agreement   specifically   excludes   financial
responsibility  by  Consultant  for any fees  incurred  on behalf of the Company
related to legal, accounting, printing, filing, shipping, or any other ancillary
costs which may be incurred to  consummate  transactions  for the  Company.  The
Consultant agrees to inform the Company's management of all foreseeable fees and
the Company agrees to pay the incurred fees as directed by the Consultant.

         7. Entire Agreement.  This instrument  contains the entire agreement of
the parties.  There are no representations or warranties other than as contained
herein.  The Company shall  indemnify and hold harmless the Consultant  from and
against any losses, claims, damages or liabilities related to or arising out of,
any services rendered to the Company pursuant to the terms of this Agreement. No
waiver or modification hereof shall be valid unless executed in writing with the
same  formalities  as  this  Agreement.  Waiver  of the  breach  of any  term or
condition  of this  Agreement  shall  not be  deemed  a waiver  of any  other or
subsequent breach, whether of like or of a different nature.

         8. Florida Law. This Agreement shall be construed according to the laws
of the State of Florida  (exclusive of the conflicts of law provisions  thereof)
and shall be binding upon the parties hereto, their successors and assigns.

         9. Venue.  The  Consultant and the Company each agree that any legal or
equitable  action or proceeding  with respect to this Agreement shall be brought
in any Federal or State court of competent jurisdiction located in the County of
Hillsborough,  City of Tampa,  and, by execution and delivery of this Agreement,
each accepts for themselves and their property,  generally and  unconditionally,
the exclusive  jurisdiction  of the aforesaid  courts and any related  appellate
court with respect to this Agreement,  and irrevocably  agree to be bound by any
judgment  rendered  thereby in connection with this  Agreement,  and irrevocably
waive any obligation  they may not or hereafter have as to the venue of any such
action  or  proceeding  brought  in  such a  court  or  that  such  court  is an
inconvenient  forum.  The Company and the Consultant each consent to the service

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of process of any of the aforementioned  courts in any such action or proceeding
by mailing of copies thereof by registered mail,  postage prepaid,  such service
to  become  effective  three  business  days  after  such  mailing.  In any such
proceeding,  the  prevailing  party  shall be  entitled  to an award of fees and
disbursements of counsel.

         10. Waive Jury Trial.  The Company and the Consultant each hereby waive
trial by jury in any judicial  proceeding brought by either of them with respect
to this agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.


                                      PEERLESS CONSULTANTS, INC.


                                      By:  /s/ Teresa B. Crowley
                                          --------------------------------------
                                           Teresa B. Crowley, Vice President



                                      CONUS HOLDINGS, INC.

                                      By:   /s/ Richard J. Diamond
                                          --------------------------------------
                                            Richard J. Diamond, President


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                                    EXHIBIT A


                                  SCOPE OF WORK


1.       To review and/or prepare  documentation  regarding all actions taken by
         the Board of Directors from inception of the Company to present.

2.       To provide  guidance in stock  issuance to founders  and key  employees
         relative  to  a  tax-free   stock   exchange;   to  prepare   necessary
         documentation  to produce desired outcome  including  issuance of stock
         certificates,  board  actions,  letters  to  shareholders,  shareholder
         lists, agreements not to sell shares, etc.

3.       To  assist  the  Company  and  legal   counsel  with   preparation   of
         documentation  to consummate a reverse merger between the Company and a
         publicly traded corporation  including,  but not limited to, definitive
         agreements, plan(s) of reorganization, board resolutions,  registration
         statements (Forms S-8 and SB-2), information statements,  directors and
         officers questionnaires,  Forms 3 and 4, Schedules 13-D, and Forms 8-K,
         10-Q and 10-K.

4.       To direct  printing  company  regarding the electronic  filing (through
         EDGAR) of  documents  outlined  in Item 3 above,  and  others as may be
         required by  regulations  promulgated  by the  Securities  and Exchange
         Commission or stock  exchange;  and the printing of stock  certificates
         per the Company's desire.

5.       To prepare and file all documents  necessary for Company's name change,
         new CUSIP number, new trading symbol, etc.

6.       To review and advise on press releases.

7.       To assist the Company in transactions  involving the Company's transfer
         agent and others regarding the issuance of shares,  shareholder  lists,
         mailing  of  information  statements,   obtaining  NOBO  listings,  DTC
         reports, etc.


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