CONSULTING AGREEMENT
                              --------------------

     THIS AGREEMENT, made as of this 20th day of September, 2000, by and between
FETCHOMATIC  GLOBAL  INTERNET  INC.,  a  corporation duly organized and existing
under  the  laws  of  the  State  of Nevada with its registered agent located at
Pacific Corporate Services Inc., 7631 Bermuda Road, Las Vegas, Nevada 89123 (the
"Company"), and KRAMER GROUP LLC, a limited liability company duly organized and
existing  under  the  laws  of the State of New York with offices located at 300
International  Drive,  Williamsville,  New  York  14221  (the  "Consultant").

                                    RECITALS
                                    --------

     The  Company,  through  its  wholly-owned subsidiary fecthOmatic.com Online
Incorporated  ("fetchOmatic")  is  engaged  in  the  business  of  providing
geographically  identifiable  business-to-business,  business-to-consumer,
marketing,  retail  access  and advertising services on the Internet through the
use  of  fetchOmatic's  web  site  and  proprietary  intellectual  property (the
"Business").  A material source of the revenues of the Business are derived from
the purchase of banner advertising created by customers of the Business desiring
to  advertise  their respective products or services on the fetchOmatic web site
(individually  and  collectively  referred to as "Banner Advertising Fees").  In
order  to  increase  revenues  derived  from  the Business, and specifically the
Banner  Advertising Fees, the Company wishes to engage the Consultant to perform
marketing  services  on behalf of the Business, including the establishment of a
direct  sales  organization  responsible  for generating Banner Advertising Fees
(the  "Marketing  Services").

                                  CONSIDERATION
                                  -------------

     In  consideration  of the foregoing and the mutual covenants and agreements
herein  contained,  the  parties  hereto  agree  and  contract  as  follows:

1.     Marketing  Services.     The  Consultant  hereby  agrees  to perform such
Marketing  Services  as  the  Consultant deems necessary or advisable during the
term  of  this  Agreement  in  order to achieve the goals described on Exhibit 1
attached  to  this  Agreement  and  made a part hereof (the "Sales Goals") on or
prior  to the first anniversary of the date of this Agreement, and thereafter as
provided  in  Paragraph  3,  below.  The  scope of such Marketing Services shall
include  activities  related  to:  (a)  the  establishment  of  a  direct  sales
organization  responsible  for  marketing the Business to potential customers in
order  to  increase Banner Advertising Fees; (b) assisting the management of the
Business  in  designing and implementing marketing strategies and campaigns; and
(c)  any  other  activities or projects mutually agreeable to the Consultant and
the  Company.

2.     Availability;  Noncompetition
       -----------------------------

(a)     Availability.  The Consultant hereby agrees that during the term of this
Agreement the Consultant shall be available to perform the Marketing Services on
a full time basis.  The Consultant shall determine the time, manner and means of
providing  the  Marketing  Services,  provided,  however,  upon  the  Company's

<PAGE>

reasonable  request  the Consultant shall provide such Marketing Services during
the  Company's  normal  business  hours  and  during  such  other  times  as are
reasonably  necessary  for  the  proper  performance  of  the  Consultant's
responsibilities hereunder.  Notwithstanding the foregoing, the Consultant shall
be  entitled to such vacation, sick days, holidays and other non-working days as
are  reasonable  and  appropriate  in  the  Consultant's  discretion.

(b)     Noncompetition.  The Consultant acknowledges and agrees that the Company
may  solicit  advertising  fees  and/or perform marketing functions with its own
employees,  agents  and/or third parties engaged by the Company.  The Consultant
further  acknowledges  and  agrees  that  during the term of this Agreement, the
Consultant  shall not directly or indirectly perform any services to be provided
to  the  Company  hereunder for or on behalf of any other person, firm or entity
that  is  engaged in a business or enterprise that is in direct competition with
the  Business.

3.     Term.  Subject  to  the  provisions  of  Paragraph  9  below:
       ----

(a)     Initial  Term.  The  term  of  this  Agreement  shall be for a period of
twelve  (12)  months, commencing on the date first set forth above (the "Initial
Term");  provided,  however,  on  March  30, 2001 the Company and the Consultant
shall  review  the sales performance of the Consultant for the period commencing
with  the  date  of  this  Agreement  and  ending  on March 30, 2001 (the "Sales
Determination  Period").  If  the  amount of Banner Advertising Fees received by
the  Company  from  the  sources of Banner Advertising Fees described on Exhibit
4(b)  attached  hereto does not equal or exceed $677,600 by the end of the Sales
Determination  Period  the  Company  shall have the right, in the Company's sole
discretion,  during  the 15 day period following the Sales Determination Period,
to  terminate this Agreement upon 10 days' written notice to the Consultant, and
in  such  event  the "Initial Term" shall mean the period commencing on the date
hereof and ending on the effective date of such termination following the end of
the  Sales  Determination  Period  as  provided  in  such  notice.

(b)     Extension  Term.  If  the  amount of Banner Advertising Fees received by
the  Company  from  the  sources of Banner Advertising Fees described on Exhibit
4(b)attached  hereto  equals  or  exceeds  $5,120,000 for the Initial Term, this
Agreement  may  be  extended  by  either  party for period of twelve (12) months
commencing  immediately after the end of the Initial Term (the "Extension Term")
upon  delivery  of  written  notice  to the other party during the 15 day period
following  the  end  of the Extension Term.  If the amount of Banner Advertising
Fees  received  by  the  Company  from  the  sources  of Banner Advertising Fees
described on Exhibit 4(b) attached hereto during the Initial Term does not equal
or  exceed  $5,120,000  the  Company shall have the right, in the Company's sole
discretion,  during  the 15 day period following the end of the Initial Term, to
terminate  this  Agreement  upon  10  days'  written  notice  to the Consultant.
Following  the Extension Term this Agreement may be extended by either party for
the  twelve  (12)  month  period  following  the Extension Term upon delivery of
written  notice to the other party during the 15 day period following the end of
the  Extension  Term,  and  for  each

<PAGE>

successive  twelve  (12) month period thereafter upon delivery of written notice
to  the other party during the 15 day period following the end of such preceding
twelve  (12)  month period, if the amount of Banner Advertising Fees received by
the  Company  from  the  sources of Banner Advertising Fees described on Exhibit
4(b) attached hereto during the Extension Term, or the immediately preceding the
twelve (12) month period, as the case may be, equals or exceeds $10,400,000.  If
the  amount  of Banner Advertising Fees received by the Company from the sources
of  Banner Advertising Fees described on Exhibit 4(b) attached hereto during the
Extension  Term,  or during any successive twelve (12) month period, as the case
may  be, does not equal or exceed $10,400,000, the Company shall have the right,
in  the Company's sole discretion, during the 15 day period following the end of
the Extension Term, or such preceding twelve (12) month period, respectively, to
terminate  this  Agreement  upon  10  days'  written  notice  to the Consultant.

4.     Compensation  and Expenses.  In consideration of the Consultant's efforts
in  performing the Marketing Services, the complete and satisfactory performance
by  Consultant  of all the terms and conditions of this Agreement, and for other
good and valuable consideration, the Company hereby agrees to pay the Consultant
as  follows:

(a)     Execution  Payment.  Upon  the  execution of this Agreement, the Company
shall  deliver  to  the Consultant one or more certificates, in the Consultant's
discretion,  for  TWO  HUNDRED  THOUSAND  (200,000)  restricted  shares  (the
"Restricted  Shares")  of  the Company's validly authorized and issued and fully
paid  and non-assessable common stock.  In no event shall the Restricted Shares,
or  any  portion  thereof,  be  forfeitable by the Consultant, refundable to the
Company,  or subject to adjustment, set-off or reduction.  The Consultant agrees
to  hold  and  possess  the  Restricted Shares in compliance with all applicable
federal  or  state  laws  of  the  United States governing the issuance, sale or
resale  of securities, including restrictions or resale of the Restricted Shares
during  any  applicable  holding period relating thereto.  The Restricted Shares
shall  bear  the  following  legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT").  SUCH  SHARES  MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF
SUCH  REGISTRATION  OR  UNLESS  THE  COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL
REASONABLY  ACCEPTABLE  TO  IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE  REGISTRATION  AND  PROSPECTUS  DELIVERY  REQUIREMENTS  OF  THE  ACT.

(b)     Commissions.  The  Company  shall  pay  to  the Consultant each month an
amount  equal  to fifty percent (50%) of all Banner Advertising Fees received by
the  Company in such month from the sources of Banner Advertising Fees described

<PAGE>

on  Exhibit  4(b)  attached  hereto and made a part hereof (the aggregate of the
amount  of each monthly payment described above to be referred to as the "Banner
Advertising Commission Payment").  For purposes of determining the amount of the
Banner  Advertising Commission Payment for any month all amounts attributable in
such  month to checks that are not subject to collection by the Company (whether
returned for insufficient funds or otherwise), credit card payments that are not
subject  to collection by the Company (whether for refusal of credit by the card
issuer  or otherwise) and cancelled orders shall be excluded; provided, however,
all amounts attributable in such month to orders cancelled due to any action, or
failure to act, by the Company or for other reasons within the Company's control
(e.g.,  after-sales service or delivery by the Company) shall be included in the
calculation  of  the  Banner Advertising Commission Payment for such month.  The
Company  shall  deliver the monthly Banner Advertising Commission Payment to the
Consultant  within  ten (10) days of the end of each calendar month in which the
related Banner Advertising Fees were received by the Company.  The Company shall
additionally  deliver  to  the Consultant within fifteen (15) days of the end of
each  calendar  quarter  a  statement  describing the aggregate amount of Banner
Advertising Fees received by the Company in such calendar quarter upon which the
monthly  Banner  Advertising  Commission  Payments  made  to  the  Consultant in
connection  with such calendar quarter were calculated, and the identity of each
customer of the Business from whom such Banner Advertising Fees were received in
such  calendar  quarter.  Upon reasonable notice to the Company, the Consultant,
or  its  representatives,  shall be permitted during normal working hours of the
Company  to  inspect  the  books  and  records of the Company relating to Banner
Advertising  Fees  and  the  determination  of the Banner Advertising Commission
Payment.  Notwithstanding  anything  to  the  contrary  contained herein, Banner
Advertising  Commission  Payments  shall be payable to the Consultant during the
term  of  this  Agreement,  and  for all periods thereafter in which the Company
receives  Banner  Advertising  Fees  from the sources of Banner Advertising Fees
described  on  Exhibit 4(b), and the Company hereby acknowledges and agrees that
the  obligations  (i)  to  pay  Banner  Advertising  Commission  Payments to the
Consultant  shall be continuing obligations and shall survive the termination of
this  Agreement,  and  (ii)  to  provide  the statement referred to above to the
Consultant,  and  to provide the Consultant or its representatives access to the
Company's  records pursuant to the terms hereof, shall be continuing obligations
and  shall  survive  the termination of this Agreement for a period ending three
(3) calendar months after the last Banner Advertising Commission Payment is made
to  the  Consultant  pursuant  to  the  terms  hereof.

(c)     Consulting  Fee.  Subject  to adjustment as described below, the Company
shall  pay  to  the  Consultant  the  sum  of SIX THOUSAND DOLLARS ($6,000) each
calendar  month  falling  within  the term of this Agreement (the amount of each
such  payment  to  be  referred  to as the "Consulting Fee").  The Company shall
deliver  the Consulting Fee to the Consultant within ten (10) days of the end of
each  calendar  month  for  which the Consulting Fee is payable.  For periods of
time  less than a full calendar month, the amount of the Consulting Fee shall be

<PAGE>

prorated  based  on  the  number  of  calendar  days of such month for which the
Consulting  Fee  is  payable.  The  amount  of the Consulting Fee payable to the
Consultant  with  respect  to  any  calendar month shall be reduced based on the
amount  of  the  Banner  Advertising  Commission Payment (if any) payable to the
Consultant  with  respect  to  such  calendar  month  as  follows:

Amount  of  Banner  Advertising          Amount  of
Commission  Payment                      Consulting  Fee
-------------------                      ---------------
$0  -  $4,999                            $6,000
$5,000  -  $5,999                        $5,000
$6,000  -  $6,999                        $4,000
$7,000  -  $7,999                        $3,000
$8,000  -  $8,999                        $2,000
$9,000  -  $9,999                        $1,000
$10,000  -                               $0

(d)     Performance  Bonus.  If  the Consultant achieves the Sales Goals for the
Initial  Term  on  or  prior  to  the end of the Initial Term, the Company shall
deliver  to  the  Consultant  one  or  more  certificates,  in  the Consultant's
discretion  for  TWO  HUNDRED  THOUSAND  (200,000)  restricted  shares  (the
"Performance  Shares")  of the Company's validly authorized and issued and fully
paid and non-assessable common stock.  In no event shall the Performance Shares,
or  any  portion  thereof,  be  forfeitable by the Consultant, refundable to the
Company,  or subject to adjustment, set-off or reduction.  The Consultant agrees
to  hold  and  possess  the Performance Shares in compliance with all applicable
federal  or  state  laws  of  the  United States governing the issuance, sale or
resale of securities, including restrictions or resale of the Performance Shares
during  any  applicable holding period relating thereto.  The Performance Shares
shall  bear  the  following  legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE  NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT").  SUCH  SHARES  MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF
SUCH  REGISTRATION  OR  UNLESS  THE  COMPANY  RECEIVES  AN  OPINION  OF  COUNSEL
REASONABLY  ACCEPTABLE  TO  IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE  REGISTRATION  AND  PROSPECTUS  DELIVERY  REQUIREMENTS  OF  THE  ACT.

<PAGE>

(e)     Expenses.  During  the  Initial  Term  the  Company  shall reimburse the
Consultant for reasonable and necessary business expenses incurred in connection
with the performance of the Marketing Services or this Agreement (including, but
not  limited  to,  travel,  meals  and  lodging,  long distance telephone, video
equipment,  computer and office equipment, software programming expenses, office
rent,  personnel  expenses including all salaries, wages and compensation of the
Consultant's employees, etc.), all in accordance with the Companies policies and
procedures  then  in  effect  (including,  but not limited to, those relating to
documentation  and  receipts)  ("Reimbursable  Expenses").  Notwithstanding  the
foregoing,  no  cost  or  expense  of  the  Consultant  for  wages,  salaries,
compensation,  commissions  or  benefits  of  any  consultant  or  independent
contractor  engaged  by the Consultant in performing Marketing Services shall be
deemed  a  Reimbursable Expense hereunder.  The Company shall pay the Consultant
for  all  Reimbursable Expenses incurred by the Consultant in any calendar month
promptly  upon  the  submission  of  invoices,  receipts and other documentation
evidencing  such expense, but in no event later than ten (10) days following the
end  of  the  calendar  month  in  which  such documentation is submitted to the
Company.  Notwithstanding  the foregoing (i) in no event shall the Consultant be
reimbursed  in  for  Reimbursable  Expenses  in  excess  of TEN THOUSAND DOLLARS
($10,000)  in  any  calendar month without the prior consent of the Company, and
(ii) the Company shall not be obligated to reimburse the Consultant for, and the
Consultant  shall  be solely responsible for, any Reimbursable Expenses incurred
by  the Consultant in any month in which Banner Advertising Fees received by the
Company  from  the  sources of Banner Advertising Fees described on Exhibit 4(b)
exceeds  One  Million  Dollars  ($1,000,000).

5.     Independent  Contractor.  The  Consultant  will  at  all  times  be  an
independent  contractor and not an employee of the Company.  The manner in which
the  Consultant renders the Marketing Services to the Company will be within the
Consultant's  sole  control  and  discretion,  although the Consultant agrees to
cooperate  with the Company's personnel and use the Consultant's best efforts on
behalf  of  the  Company  within  the  scope  of the Consultant's services.  The
Consultant recognizes and agrees that neither the Consultant nor any employee of
the Consultant is subject or entitled to any benefits, wages, or other terms and
conditions  of employment or otherwise subject to or covered under the policies,
practices and procedures of the Company, its employees, agents and successors in
interest  as  they  may  apply  to  employees  of  the  Company.

6.     First  Refusal  Rights.  (a)  During  the term of this Agreement and, (b)
during  the  one  (1) year period following the termination of this Agreement if
this  Agreement  is  terminated  (i)  by  the  Company for any reason other than
pursuant  to  the  provisions of Paragraphs 3(a), 3(b), 9(b) or 9(c), or (ii) by
the  Consultant pursuant to the provisions of Paragraphs 9(a), 9(b) or 9(c), the
Company  shall be required to offer to the Consultant the opportunity to provide
Marketing Services materially consistent with the terms and provisions hereof in
any  country, province, territory, protectorate or other geopolitical body other
than  the  United States in which the Company establishes its business after the
date hereof ("Foreign Marketing Services").  If the Consultant agrees to provide
such Foreign Marketing Services on behalf of the Company, the Consultant and the
Company  shall  enter  into  an  agreement  containing terms and conditions that

<PAGE>

are  substantially  similar the terms and conditions of this Agreement, relating
to  the  provision  by  the  Consultant  of  Foreign  Marketing  Services.

7.     No  Third  Party  Obligation.  The  Consultant  hereby  represents to the
Company  that  neither the Consultant nor any manager, member or employee of the
Consultant  has,  nor  will  undertake  any express or implied obligation to any
third  party  which  conflicts  with  any of the Consultant's obligations to the
Company  pursuant  to  the  terms  of  this  Agreement.

8.     Confidentiality.  The  Consultant acknowledges that in the performance of
the Marketing Services hereunder, the Consultant will occupy a position of trust
and  confidence.  Accordingly,  in  order  to facilitate the performance of this
Agreement and the activities contemplated by its proprietary and/or confidential
information  or,  during  the  course  of  the  Consultant's  performance of the
Marketing  Services  hereunder,  the  Consultant may discover or develop certain
proprietary and/or confidential information of the Company.  As used herein, the
term "proprietary and confidential information" of the Company shall include all
information  of  or  relating  to  the  Company  (including, but not limited to,
present  or  prospective  market,  sales,  product, customer and referral source
information,  prices and pricing structure, contractual policies and procedures,
arrangements  company practices product and process knowledge, cost and supplier
information,  personnel  data,  and  any strategy or plans related to any of the
foregoing)  which  is  not generally available or disclosed to the public by the
Company.  The  Consultant  acknowledges  that  all  such information constitutes
confidential  and/or  proprietary information of the Company and agrees that the
Consultant,  and  the  members, managers, and employees of the Consultant, shall
keep  such  information confidential;. the Consultant shall use such information
solely  for  the  purpose  of performing its obligations hereunder or activities
contemplated  by  this Agreement; and that neither the Consultant nor any of its
members,  managers  or  employees  shall  otherwise disclose or make use of such
information  during  the  term  of  this  Agreement  or afterwards.  All written
information, drawings, documents and materials prepared by the Consultant in the
course  of or as a result of its performance of this Agreement shall be the sole
and  exclusive  property of the Company, and will be delivered to the Company by
the  Consultant  on  demand  or promptly after expiration or termination of this
Agreement,  together  with  all  written  information,  drawings,  documents and
materials,  if any, furnished by the Company in connection with the Consultant's
performance  of  its  obligations  hereunder.

9.     Termination.  In  addition  to  the  termination  of  this  Agreement  as
described  in  Paragraph 3, above, this Agreement may be terminated prior to the
end  of  the Initial Term, the Extension Term (if applicable), or any subsequent
twelve  (12)  month  period  as  described  in  Paragraph  3,  above  (a) by the
Consultant  upon ten (10) days notice in the event the Company fails to make any
payment  to  the  Consultant  described herein, unless the Company pays the full
amount  of  such payment to the Consultant within such ten (10) days period, (b)
other  than  as  described in (a) immediately above, by either party hereto (the
"Notifying  Party")  upon  thirty  (30)  days  notice  to  the  other party (the
"Breaching  Party")  that  the Breaching Party has violated or failed to perform
any  material  provision  of this Agreement, unless the Breaching Party cures or
otherwise  corrects such breach in such thirty (30)-day period to the reasonable
satisfaction  of  the  Notifying Party, or (c) immediately and without notice by
any party hereto in the event the other party hereto (i) makes an assignment for
the  benefit  of  creditors;  (ii)  files  a voluntary petition in bankruptcy on
behalf of such party; (iii) is adjudicated a bankrupt or insolvent; (iv) files a
petition  or  answer  seeking  for  itself  any  reorganization,  arrangement,
composition,  readjustment,

<PAGE>

liquidation,  dissolution or similar relief under any statue, law or regulation;
(v)  files  an  answer  or  other  pleading  admitting or failing to contest the
material  allegations of a petition filed against it in any proceeding set forth
in  (iv)  above;  (vi) seeks, consents to, or acquiesces in the appointment of a
trustee,  receiver or liquidator of such party or of all or any substantial part
of  his,  her  or  its  properties;  or  (vii)  liquidates.

10.     Governing  Law.  The  interpretation  and  performance of this Agreement
shall be governed by the laws of the State of New York, without giving effect to
its  conflicts  of  law  provisions.  Each  party hereby agrees that any claims,
demands,  lawsuits,  proceedings  and  controversies arising from or relating to
this  Agreement shall be brought and heard in federal or state courts of general
jurisdiction located in the State of New York, and each party hereby consents to
the  subject matter and personal jurisdiction of such courts in respect thereof.

11.     Notices.  All  notices,  requests, demands, reports, statements or other
communications  required  to  be  given  hereunder or relating to this Agreement
shall  be in writing and shall be deemed to have been duly given (a) on the date
of  service  if personally served on the party to whom notice is given, (b) five
(5)  days  after the date of mailing if mailed to the party to whom notice is to
be  given,  by  first  class  mail,  registered  or  certified,  return  receipt
requested,  postage  prepaid,  or  (c)  on  the  next  business day if mailed by
overnight  mail,  and  properly  addressed to the other party at the address for
such  other party first set forth above.  Either party may at any time direct in
writing that all communications or particular communications or particular types
of  communications be delivered to specific designees other than those specified
herein  by  notifying  the  other  party  in  the  manner  specified  herein.

12.     Miscellaneous.
        --------------

(a)     The  terms  and  conditions  of  this  Agreement  constitute  the entire
agreement  between  the  parties  with  respect to the subject matter hereof and
supersede  all  previous  communications  or agreements, either oral or written,
between the parties.  There are no understandings, representations or warranties
of  any  kind  whatsoever,  except  as  expressly  set  forth  herein.

(b)     The failure of any party to enforce at any time any of the provisions of
this Agreement shall not be construed to be a waiver of any such provisions, nor
in any way affect the validity of this Agreement or any part hereof or the right
of any party thereafter to enforce any such provisions.  No waiver of any breach
of  this  Agreement  shall be deemed a waiver of any other or subsequent breach,
whether  of  the  same  provision  or  otherwise.

(c)     This  Agreement  is  personal  in nature.  Neither party may assign this
Agreement  or any of its rights hereunder nor delegate or otherwise transfer any
of  its  obligations in connection herewith without the prior written consent of
the other party hereto; provided, however, that the Company shall have the right
at  any  time,  and from time to time, to assign this Agreement to its parent or
any  affiliate  or  subsidiary or any successor to its business.  This Agreement
shall  inure  to  the  benefit of and be binding on the parties hereto and their
respective  successors,  legal representatives, heirs and permitted assigns.  In
the  event  the  Company  sells,

<PAGE>

assigns,  transfers or otherwise hypothecates all or any material portion of its
Business  for  which  the Consultant is providing Marketing Services pursuant to
the  terms  hereof,  the  Company  shall  cause the terms and provisions of this
Agreement to apply to such successor in interest or business transferred to such
successor  in  interest.

(d)     It  is  the  intention  of  the  parties  that  this  Agreement be fully
enforceable  in  accordance  with  its  terms, and that the provisions hereof be
interpreted  so  as  to  be  enforceable  to  the  maximum  extent  permitted by
applicable  law.  If  any  provision  of this Agreement is held to be invalid or
unenforceable  by  a  court  of  competent  jurisdiction,  the  remainder of the
Agreement,  to  the  extent not so held, shall nevertheless remain in full force
and  effect  and  shall be construed, to the extent possible, in such a way that
the  purpose of this Agreement, as intended by the parties, can be achieved in a
lawful  manner.

(e)     The  existence of any claim or cause of action of Consultant against the
Company  whether  predicated  upon  or arising under this Agreement or otherwise
shall  not  constitute  a defense to the enforcement by the Company of the terms
and  conditions  hereof.

(f)     No amendment or modification of this Agreement or waiver of the terms or
conditions thereof shall be binding upon any party unless approved in writing by
an  authorized  representative  of  such  party.

(g)     It  is  the  explicit  intention of the parties hereto that no person or
entity other than the parties hereto is or shall be entitled to bring any action
to enforce any provision of this Agreement against either of the parties hereto,
and  that the covenants, undertakings and agreements set forth in this Agreement
shall  be  solely  for  the  benefit  of,  and shall be enforceable only by, the
parties  hereto  or  their  respective  successors  and  assigns  as  permitted
hereunder.

(h)     All  references  in  this  Agreements  to  dollars or other denomination
amounts  shall  refer  to  U.S.  funds.

(i)     In  this  Agreement,  where  applicable, reference to the singular shall
include  the  plural  and  references  to the plural shall include the singular.

(j)     Neither  course  of  performance  nor  course dealing nor usage of trade
shall  be used to interpret, construe, qualify, explain or supplement any of the
terms  of  the  Agreement.

(k)     All  captions  or  titles  used in this Agreement are for convenience or
reference  only  and  shall  not  affect  its  construction  or  interpretation.

(l)     The  provisions  of  Paragraphs 4(b), 4(e), 6 and 8 hereof shall survive
and  continue  after  the  expiration  or  termination  of  the  Agreement.

<PAGE>

(m)     This  Agreement  may  be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same  instrument.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
as  of  the  day  and  year  first  above  written.

FETCHOMATIC  GLOBAL  INTERNET  INC.     KRAMER  GROUP  LLC

By:  /s/ Wayne Loftus                   By:   /s/ signed
Its: President                          Its:  Managing Member

<PAGE>

                                    EXHIBIT 1

                                   SALES GOALS

Initial  Term:     $6,400,000

Extension  Term  and  each  consecutive  12-month period thereafter: $13,000,000

<PAGE>

                                  EXHIBIT 4(B)

                       SOURCES OF BANNER ADVERTISING FEES

All  revenue  from:

-     Sales  of  advertising  in  connection  with  the  promotional  program or
programs  (including,  but not limited to, advertising sales packages) developed
by  the  Consultant, whether generated by the Consultant, the Consultant's sales
force, a direct sales organization established by the Consultant, the Company or
its  employees;  and

-     Sales of advertising other than in connection with the promotional program
or  programs developed by the Consultant (i.e., "a la carte" advertising sales),
whether  generated  by  the Consultant, the Consultant's sales force or a direct
sales  organization  established  by  the  Consultant;

whether  derived  from  the  initial  sale, follow-on sales or any continuation,
extension,  or  replacement  of  any  of  the  foregoing.