Exhibit 10.37
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                              CONSULTING AGREEMENT

         THIS CONSULTING  AGREEMENT (the  "Agreement") is entered into as of the
1st day of July,  2002, by and between  Category 5 Technologies,  Inc., a Nevada
corporation  ("Category");  J. Pollack & Co., a Florida corporation ("Pollack"),
and Jason Pollack,  Pollack's  principals  and/or employees  and/or  independent
contractors  who  have  and  will be  rendering  the  services  covered  by this
Agreement (the "Consultants").

         WHEREAS, Pollack, by and through its Consultants,  have been engaged by
Category to render  services  described in  paragraph 1, under the  direction of
Pollack; and

         WHEREAS,  Category has provided Pollack and the Consultants with access
to all material  information  concerning its organization,  financial condition,
management,   present  and  intended  business  operations  or  other  available
information  and has made its  directors  and  executive  officers  available to
answer   questions  posed  by  Pollack  and  the   Consultants   regarding  such
information; and

         WHEREAS, Pollack and the Consultants are "accredited investors" as that
term is defined under Regulation D of the Securities and Exchange Commission and
have  had  access  to  all  material  information   concerning   Category,   its
organization,  financial  condition,  management,  present and intended business
operations and other available information,  and have had the opportunity to ask
questions of Category  directors  and  executive  officers  with respect to such
information  and that all questions  posed have been answered to their  complete
satisfaction;

         WHEREAS, Pollack and the Consultants have rendered and will continue to
render  the  services  covered  hereby to  Category  in  anticipation  of and in
reliance upon these discussions and with the expectation of receiving securities
of Category under the Plan as full consideration for these services; and

         WHEREAS,  the  parties  desire  to  execute  this  Agreement  to  cover
compensation for these services;

         NOW,  THEREFORE,  for and in  consideration  of the mutual promises and
covenants  hereinafter  set forth and the  benefits to the parties to be derived
therefrom, it is hereby agreed as follows:

         1.   Services. The Consultants are hereby retained by Category to serve
              as  independent  Consultants  to provide  advice and  services  to
              Category in connection  with the foregoing  recitation of services
              and related non-capital raising services. The Consultants agree to
              provide  such  services to  Category as Category  may from time to
              time reasonably request, including, without limitation, advice and
              services  with  respect  to those  matters  as to which  they have
              special  competence  by  reason  of  their  business   experience,
              knowledge,  and  abilities.  Pollack  shall  make the  Consultants
              available during reasonable business hours to perform all services
              reasonably requested by Category under this Agreement.

         2.   Term. This Agreement shall remain in full force and effect for the
              earlier of 180 days from the date hereof.

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         3.   Compensation.  Category shall pay, and Consultants shall accept, a
              fee of 45,000  shares of Category  common  stock,  15,000 of which
              shall be payable immediately upon execution of this Agreement, all
              to be issued pursuant to and in accordance with resolutions of the
              Board of Directors of Category,  and all to be fully paid and non-
              assessable.  This first stock issuance of 15,000 shares shall also
              have  Piggyback  registration  rights.  After the first 60 days of
              this  agreement,  shares  shall be issued on a monthly  basis with
              payment of 7,500 shares of Category common stock being paid at the
              beginning of each subsequent month for the four remaining months.

         4.   Costs.  Pollack and the  Consultants  shall pay all reasonable and
              necessary business expenses incurred by Pollack or the Consultants
              in the course of providing  advice and services to Category  under
              the terms of this Agreement.

         5.   Independent Contractors.  Pollack and the Consultants are retained
              under the terms of this Agreement as independent  contractors  and
              nothing herein shall be construed as creating an employer/employee
              relationship between the parties or their principals or employees.
              Pollack and the Consultants shall be solely liable for the payment
              of  any  taxes  imposed  or  arising  out of  the  payment  of the
              compensation to it by Category as set forth in this Agreement.

         6.   Termination for Cause.

              A.     Category may terminate this Agreement  during its term with
                     cause which shall be  established by showing one or more of
                     the  following,  provided  that  Category has given Pollack
                     written  notice of the  services  it  claims  are not being
                     provided,  and affords Pollack a period of thirty (30) days
                     in which to cure any alleged failure:

                     i.       Pollack  or  the   Consultants   have   materially
                              breached  the terms of this  Agreement  and,  as a
                              result, Category has suffered damages;

                     ii.      Pollack   or  the   Consultants,   at   the   sole
                              determination   of  the  Board  of   Directors  of
                              Category,  have not performed  their duties to the
                              satisfaction of Category;

                     iii.     Pollack  or  the  Consultants  have  substantially
                              failed to perform the duties  requested in writing
                              by Category,  on action by the Board of Directors,
                              under  the terms of this  Agreement  after 10 days
                              written  notice  setting forth the details of such
                              alleged substantial failure, or

                     iv.      Pollack  or  the   Consultants   have  engaged  in
                              material,  willful,  or  gross  misconduct  in the
                              performance of
                           its duties hereunder.

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              B.     Pollack may terminate this  Agreement  during its term with
                     cause which shall be  established by showing one or more of
                     the following:

                     i.       Category  has failed to make its  regular  monthly
                              payments, as required by this Agreement,  and said
                              payment  remains  due for a  period  of more  than
                              thirty (30) days; or

                     ii.      Category   fails  to  provide  true  and  accurate
                              information to Pollack; or

                     iii.     A  breach  by  Category  of any of the  terms  and
                              conditions herein.

         No  termination  under this  Section  shall have any affect on the fees
paid to the Consultants to the date of any such termination.

         7.   Nondisclosure of Information.  Pollack and the Consultants  agrees
              that  during  the  term  of this of  this  Agreement,  none  will,
              directly or  indirectly,  disclose to any person not authorized by
              Category  to receive or use such  information,  any of  Category's
              confidential or proprietary data, information,  or techniques,  or
              give to any person not  authorized  by  Category to receive it any
              information  that is not  generally  known to  anyone  other  than
              Category.

         8.   Assignment.  This  Agreement  may not be assigned by either  party
              without the prior written consent of the other party.

         9.   Entire  Agreement.  Except as indicated in the  recitation  at the
              forefront of this Agreement, this Agreement supersedes any and all
              other  agreements,  oral or  written,  between  the  parties  with
              respect to the  subject  matter  hereof,  and no other  agreement,
              statement  or  promise  relating  to the  subject  matter  of this
              Agreement  which is not  contained  or referred to herein shall be
              valid or binding.

         10.  Governing Law. This Agreement shall be governed by and interpreted
              in accordance with the laws of the State of Nevada.

         11.  Severability.  If, and to the extent that,  any court of competent
              jurisdiction  holds any provision of this  Agreement to be invalid
              or unenforceable, such holding shall in no way affect the validity
              of the remainder of this Agreement.

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         12.  Waiver.   No  failure  by  any  party  to  insist  on  the  strict
              performance of any covenant, duty, agreement, or condition of this
              Agreement,  or to  exercise  any right or remedy  consequent  on a
              breach  thereof,  shall  constitute a waiver of any such breach or
              any other covenant, agreement, term, or condition.


                                         CATEGORY 5 TECHNOLOGIES, INC.




Dated: __________________________        By: ________________________________




                                         J. POLLACK & CO.




Dated: ______________________________    By: ________________________________






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